Chap. 188.—An ACT to incorporate the Consolidated coal, iron and land ecom-
pany.

Approved February 9, 1894.

1. Be it enacted by the general assembly of Virginia, That W.
H. Bolling, William B. Campbell, Logan M. Bullitt, John H. Dingee
and Joseph I. Doran, or such of them as may accept the provisions
of this act, their associates and successors, be, and they are hereby,
incorporated and made a body politic and corporate under the name
and style of the Consolidated coal, iron and land company, and by
that name shall be known in law, and shall have perpetual succes-
sion 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 have, enjoy and exercise all the rights,
powers and privileges pertaining to corporate bodies and necessary
for the purpose of this act, and may make by-laws, rules and regula-
tions consistent with the existing laws of the state for the govern-
ment of all under its authority, the management of its estates and
properties and the due and orderly conduct of its affairs.

2. The capital stock of the said corporation shall not be less than
one hundred thousand dollars, and may, with the consent of a ma-
jority of its stockholders, be increased from time to time to any ad-
ditional amount requisite for its operations by the issue or sale of
shares, the par value of which shall not be less than fifty dollars,
from time to time, upon such terms and conditions, under such
regulations, and such part of its capital stock may be preferred and
such part common as the board of directors of said corporation shall
prescribe, and the directors may receive land, materials, services or
other valuable thing in payment or exchange for such issues or sales
of the capital stock at such valuation or price and on such terms
and conditions as may be agreed upon or approved by them, and at,

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above or below the par value thereof; and the stock of the corpora-
tion so issued shall for all purposes be treated as paid for at par in
money, without any liability whatever thereon or upon the holders
thereof, to pay any calls or assessments on account thereof, except
as may be agreed. .

3. The said corporation is authorized and empowered to manu-
facture and deal in iron, steel and other metals and articles com-
posed wholly or partly of the same; to mine and deal in iron ores,
coal and other minerals; to make and deal in coke and to erect and
operate works, buildings, machinery, fixtures and appliances for these
purposes ; to make advances or loans of money on any kind of prop-
erty or security; to purchase, hold and convey the obligations, mort-
gages and securities, negotiable or otherwise, of corporations, asso-
clations and individuals; to purchase, hold and convey lands (not
exceeding, however, ten thousand acres in fee simple in any one
county ) and interests in lands in this state or elsewhere; to construct,
lease and sell dwellings, stores and other buildings, and otherwise
use, operate, develop and improve lands and interests in lands, and
to purchase, hold and dispose of property of any kind suited to the
business of the said 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; 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 and regulations of said corporation, who may be removed by
the stockholders in general meeting, but, unless so removed, shall
continue in office until their successors shall be elected and qualified.
Each stockbolder in the corporation shall, at all meetings or elec-
lions thereafter, be entitled to one vote for each share of stock regis-
tered in his name.

d. The board of directors shall appoint one of their number presi-
dent, and may fill any vacancy that may occur in egaid board, unless
by removal, in which case the same shall be filled by the stock-
holders 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 subscribed for, issued or sold,.said
corporation shal] be considered legally organized, and may proceed
tothe transaction of business. The board shall appoint, to hold
during its pleasure, the subordinate officers and agents of the said
corporation, prescribe their compensations and take from them such
bonds, with security, as they may deem fit. Stockholders, not ex-
ceeding three in number, elected or appointed in such manner and
for such term as the by-laws may prescribe, and to receive such
compensation for their services as may be agreed upon, may act with
the officers and directors as an advisory committee or managers, and
may, a8 such committee or managers, be made ex officio members of
the board of directors.

6. The board of directors may establish offices and agencies at
Buch places as they may deem proper, but the principal office of the
corporation shall be located at some point within the limits of the
atate of Virginia.

7. The annual meeting of the stockholders of the said corpora-
tion shall be held at such time and place, in the state of Virginia,
as the by-laws of the corporation or the stockholders may, by reso-
lution adopted at any annual meeting, to take effect at the next an-
nual meeting, prescribe. A general meeting of the stockholders of
said corporation may be held at any time, as provided for by the
eleven hundred and fourteenth section of chapter fifty-seven of the
code of Virginia, edition of eighteen hundred and elghtv-seven.

8. The said corporation shall issue certificates of stock in said
corporation, in shares of not less than fifty dollars each, signed by
the president and countersigned by the secretary of said corpora-
tion.

The said certificates shall be transferable only upon the books of
the corporation by the said subscribers, their personal representa-
tives or duly authorized agent or attorney; and the said certificates,
when so transferred as aforesaid, may be returned to the said corpo-
ration and cancelled, and new certificates of stock shall be issued in
lieu thereof to the persons entitled thereto fora like number of
shares.

The fully paid preferred shares of the corporation at par may, un-
der such rules as may, from time to time, be prescribed and amended
by the board of directors and be approved at any meeting or meet-
ings of the stockholders, be accepted by the corporation in payment
for property, in which event the shares so received shall be retired
and cancelled. |

9. It shall be lawful for said corporation to borrow money, issue and
sel] its bonds or other obligations, from time to time, for such sums and
on such terms and at such prices as the board of directors may deem ex-
pedient and proper in the prosecution of its business, and may secure
the payment of the same by pledge or by mortgages or deeds of trust
upon all or any portion of its property or franchises, including its
franchises to be acorporation; and it shall be lawful for said corpo-
ration to subscribe for or acquire by purchase, exchange or other-
wise, the shares and bonds of any corporation or association of this
state or elsewhere, and for any corporation or association of this
state or elsewhere to acquire, guarantee or hold the shares and bonds
of the said corporation.

10. No stockholder in said corporation shall be held liable or
made responsible for its debts and liabilities for a larger or further
sum than the amount of any unpaid balance due to the said corpo-
ration upon his stock, according to the terms of the issue or sale
thereof.

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

12. 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.