Chap. 145.—An ACT to incorporate the Graham water company.

Approved February 6, 1894.

1. Be it enacted by the general assembly of Virginia, That John
H. Dingee, Malcolm W. Bryan, John M. Wirgman, W. V. Wilson and
A.J. May, or such of them as may accept the provisions of this
act, their associates and successors, be, and they are hereby, incor-
porated and made a body politic and corporate under the name and
style of the Graham water 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, whether in law or in equity, and may make and have a
common seal and alter and renew the same at pleasure, and shall

ave, enjoy and exercise all the rights, powers and privileges per-
aE to corporate bodies and necessary for the purposes of

18 act.

2. The capital stock of said company shall! not be less than ten
thousand dollars, and may be increased to any amount not exceeding
two hundred and fifty thousand dollars, by subscription or by the
issue and sale of shares, the par value of which shall not be less
than fifty dollars, from time to time, under such regulations and upon
such terms as the board of directors of such company shall from
time to time prescribe; and the directors may receive labor, supplies
and materials, lands, water rights and other property, real or per-
sonal, in payment for supscriptions to the capital stock, at such val-
uation as may be agreed upon between the directors and subscribers.

3. The said company is authorized to furnish and supply, on such
terms as may be agreed upon, water, gas-light, power and heat, or
either or any of them, for all or any purposes whatever, to such per-
sons, partnerships and private, public or municipal corporations as
may desire to use the same, residing or doing business or exercising
corporate powers in Tazewell county or at Graham, Virginia, or in
any other town or county in or out of this state, convenient to its
works; to purchase or otherwise acquire, sell or otherwise dispose of
lands and interests in lands in and out of this state, requisite for its
purposes or any of them; to provide, locate, purchase, lease, operate
or erect in and out of this state all reservoirs, dams, buildings,
structures and machinery, conduits, pipe-lines and other works neces-
sary or convenient for collecting, storing, furnishing, transporting
and distributing water, light and heat, or either or any of them, with
full authority to apply in any form and use water, gas or steam or
any other means applicable for the purpose.

4. The persons first named in this act, or such of them as shall ac-
cept the provisions hereof, shall constitute the first board of directors
of the said company, and shal! continue in office until the first meet-
ing of the stockholders thereof. At such first meeting and at every
annual meeting so many directors shall be selected as may be pre-
scribed by the laws and regulations of said company, who may be
removed by the stockholders in general meeting, but unless so re-
moved shall continue in office until their successors shal! be elected
and qualified. Each stockholder in the company shall at all meet-
ings or elections thereafter be entitled to one vote for each share of
stock registered in his name.

5. The board of directors shall be stockholders of said company.
They shall appoint one of their number president, and may fill
any vacancy that may occur in said board, unless by a removal,
in which case the same shall be filled by the stockholders in
general meeting. Whenever the minimum amount of capital stock
herein named shall have been subscribed and the board of direc-
tors shall have elected a president said company shall be con-
sidered legally organized, and may proceed to the transaction of
business. The board shall appoint, to hold during its pleasure, the
subordinate officers and agents of the said company, prescribe their
compensation, and take from them such bonds in security as they
may see 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
company shall be located at Graham, or some point within the county
of Tazewell, in this state.

7. The annual meeting of the stockholders of the said company
shall be held on the first Wednesday in May of each year, or as soon
thereafter as practicable, and on such other day and at such other
place as the stockholders may, by resolution, adopt at any annual
meeting, to take effect at the next annual meeting prescribed. A
general meeting of the stockholders of the said company shal! be held
at any time, as provided for by section eleven hundred and fourteen
of chapter forty-seven, title eighteen of the codeof Virginia, eighteen
hundred and eighty-seven.

8. The said company shall issue certificates of stock in said com-
pany to the subscribers or purchasers thereof, in shares of not less
than fifty dollars each, signed by the president and countersigned by
the secretary of said company. The said certificates shall be trans-
ferable upon the books of the company by the said subscribers, their
personal representatives, or duly authorized agent or attorney; and
the said certificates, when so transferred as aforesaid, may be re-
turned to the said company and cancelled, and new certificates of
stock shall be issued in lieu thereof to the persons entitled thereto
to a like number of shares.

9. It shall be lawful for said company to issue or sell its bonds
from time time for such sum and on such terms as its board of direc-
tors may deem expedient and proper for any of its purposes, and may
secure the payment of said bonds by mortgages or deeds of trust, or
pledge of all or any portion of its property, contracts and franchises,
including its franchises to be a corporation, and may reserve the
right to the company, or confer on the holder of any bonds of the com-
pany the right to convert the principal thereof into stock of the com-
pany at any time; and it shall be lawful for said company to sub-
scribe to and hold shares in the capital stock of any company or cor-
poration whenever the board of directors of the company shall deem
it to its interests to do so, and any joint-stock or municipal corpora-
tion may guarantee or hold the bonds or the stock of the said com-
pany.

10. No stockholder in said company shall be held or made respon-
sible for its debts and liabilities in a larger or further sum than the
amount of any unpaid balance due to the said company for stock
subscribed for by said stockholders.

11. The said company, for the purpose of securing or protecting
its water supply, or acquiring, locating, constructing, maintaining
and operating its reservoirs, is hereby expressly invested with all the
powers, rights, privileges and franchises conferred and subject to all
the restrictions imposed by chapter forty-six of the code of Virginia
and the acts of the general assembly of Virginia amendatory thereof,
and other laws of the state, as far as the same may be applicable.
But the said company, in all proceedings to acquire the right of way
for the purpose of constructing and maintaining its pipe lines and
conduits, shall be governed by the provisions and subject to the
restrictions prescribed by sections twelve hundred and eighty-eight
and twelve hundred and eighty-nine of the code of Virginia.

12. The said company, for the purpose of securing or protecting
its water supply, or acquiring, locating, constructing, maintaining
and operating its reservoirs, pipe-lines, conduits and other works, or
any part thereof, for any of its purposes, may, by the means provided
by the laws of Virginia for the acquisition of lands, water, ease-
meuts, rights and privileges by internal improvement companies,
enter upon, and upon due compenration being made or paid into
court therefor, as provided by law, by condemnation acquire and take
the lands, water, easements, rights and privileges, in Virginia, re-
quired from time to time therefor, and for all such purposes shal! be
deemed to be, and shall be vested with all the powers and franchises
of a company incorporated for a work of internal improvements.

13. All taxes due the commonwealth by the said company shall
be paid in lawful money of the United States, and not in coupons.

14. This act shall be in force from its passage, but the general as-
sembly of the state of Virginia reserves the right to modify, alter or
repeal this act at any time hereafter.

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