Chap. 144.—An ACT to incorporate the American music company.

Approved February 6, 1894.

1. Be it enacted by the general assembly of Virginia, That T.
William Pemberton, Marshall M. Gilliam, E. T. Paul, W. S. Forbes
and A. T. Harris, or such of them as may accept the provisions of
this act, their associates and successors, be, and they are hereby, in-
corporated and made a body politic and corporate under the name
and style of the American music company, and by that name shall
be known in law, and shall have perpetual succession and have
power to sue and be sued, plead and be impleaded, defend and be
defended in all courts of law or equity; and may make and have
a common seal, and shall have, enjoy and exercise all the rights,
powers and privileges pertaining to corporate bodies and necessary
tor the purposes of this act, and may make by-laws and rules con-
‘istent with the existing laws of the state for the government of all
under its authority and the conduct of its affairs. ”

2. The capital stock of the said corporation shall not be less than
one hundred thousand dollars, and not more than three hundred
thousand dollars, divided into shares of one hundred dollars each, and
'o be issued upon such terms and conditions as may be prescribed by
the board of directors of said corporation; and such part of the
capital atock to be preferred, and such part guaranteed, and such
part common, as the board of directors of said corporation shall fix
UF prescribe, and the directors may receive money or other valuable
"hing or property in any form in payment or exchange for such
'88u68 or sale of the capital stock, at such valuation or price, and on
‘uch terms and conditions as may be directed or approved by them,
and the stock of the corporation so issued shall for all purposes be
treated ag paid for at par in money, without any liabilities whatever
thereon, or upon the holders thereof, to pay any calls or assessments
on account thereof, except as may be agreed; and common shares
entitling the holder thereof only to share in the net profits of the
corporation, to be earned after the payment of fixed charges and
dividends on the preferred shares, and not liable to any calls or as-
sessments whatever, may be so created and issued.

3. The said corporation 1s authorized and empowered to manufac-
ture, purchase, hold, sell, lease, mortgage, pledge and otherwise ac-
quire and dispose of pianos, organs, violins, banjos, guitars, zithers,
mandolins and all other musical instruments and book and sheet
music, and shall purchase, hold, eell, pledge and otherwise acquire
and dispose of bonds, notes or other evidences of debt in line
of its business, whether same be secured by deed of trust or other-
wise upon real estate or personal property, and shall purchase, hold,
sell, lease, mortgage, pledge and dispose of personal property and
real estate in line of its business, as in the discretion of the direc-
tors shall seem best, not exceeding, however, five hundred acres, in
fee simple, in any one county, and to borrow or lend money, issue
and sell its bonds or obligations or notes, and secure the same by
deed of trust or otherwise, on any or all of its property, and to do all
other things incidental to the purposes of the corporation.

4. The persons first named in this act, or such of them as shall
accept the provisions hereof, shall constitute the first board of direc-
tors of the said corporation, and shall organize said corporation, and
shall continue in office until the first meeting of the stockholders
thereof. At such first meeting, and at every annual meeting, so
many directors shall be elected as may be prescribed by the by-laws
of said corporation, and, unless removed by the stockholders in
general meeting, shal] continue in office until their successors shal]
be elected and qualified. Each stockholder of the corporation shall,
at all meetings or elections thereafter, be entitled to one vote for each
share of stock standing in his name on the books of the company.

5. The board of directors shall elect one of their number president,
and may fill any vacancy that may occur in said board, unless by
removal, in which case the same shall be filled by the stockholders
in general meeting. Whenever the board of directors shall have
elected a president, and the minimum amount of capital stock herein
named shall have been issued or sold, said corporation shall be con-
sidered legally organized, and may proceed to the transaction of bu-
siness. The board shall appoint, to hold during its pleasure, such
subordinate officers and agents of the said corporation which they
may deem best, and prescribe their compensations, and take from
them such bonds, with security, as they may deem fit.

6. The board of directors may establish offices and agencies at such
places as they may deem proper, but the principal office of the cor-
poration shall be located at some point withig the limits of the state
of Virginia.

7. The annual meeting of stockholders of the said corporation shal]
be held at such time and place in the state of Virginia as the by-laws
of the corporation or the stockholders may prescribe. A general
meeting of the stockholders of the said corporation may be held at
any time, as provided for by section one thousand one hundred and
ourteen of chapter fifty-seven of the code of Virginia, edition of
ighteen hundred and eighty-seven.

8. The said corporation shall issue or sell certificates of stock of
aid corporation, in shares of not less than one hundred dollars each,
igned by the president and countersigned by the secretary of said
orporation. The said certificates shall be transferable only upon
he books of the corporation by said owners thereof, their personal
epresentatives, or duly authorized agent or attorney; and said cer-
ificates, when so transferred, may be returned to the company and
ancelled, and new certificates of stock shall be issued in lieu thereof
0 the persons entitled thereto for a like number of shares.

9. It shall be lawful for said corporation to subscribe for or acquire
Vy purchase, exchange, or otherwise, the shares or bonds of any cor-
oration or association of this state or elsewhere, and for any corpo-
ation or association of this state or elsewhere to acquire, guarantee
r hold the shares or bonds of the said corporation.

10. No stockholder in said corporation shall be held liable or made
esponsible for its debts and liabilities further than to the extent of
ny unpaid balance due to said corporation upon his stock, accord-
ng to the terms of the issue or sale thereof.

11. All taxes and debts due or to become due the state of Virginia
vy the corporation shall be paid in lawful money of the United
states, and not in coupons.

12. The general assembly of the state of Virginia reserves the
‘ight to modify, alter or repeal this act at any time hereafter.

13. This act shall be in force from its passage.