Chap. 381.—An ACT entitled an act to amend an act to incorporate the Card
well machine company, approved February 28, 1890, as amended by an ac’
approved March 2, 1892, and to validate all acts and transactions of saic
Cardwell machine company.

Approved February 24, 1894,

1. Be it enacted by the general assembly of Virginia, That an
act entitled an act to incorporate the Cardwell machine company,
approved February twenty-eighth, eighteen hundred and ninety, ag
amended by an act approved March second, eighteen hundred and
ninety-two, be amended and re-enacted so as to read as follows:

That Samuel Freedley, George J. Freedley, Charles E. Whitlock,
James R. Gordon and W. J. Johnson, and all other persons who shall
hereafter become stockholders in the company hereby incorporated,
are made a body politic and corporate by the name of the Cardwell
machine company; and by that name shall have all the powers,
rights and franchises necessary and proper to engage in and carry
on the business of buying, manufacturing and selling, as its own or
on commission, at wholesale and retail, agricultural implements, to-
bacco-factory machinery, and cotton-seed oil mills, and all other
kinds of implements and machinery, and to do a general machine
and foundry business; and generally to do any other act or acts
that may be necessary or proper to promote and carry out the pur-
poses above enumerated, or any of them; and in order to accom-
plish these ends, to purchase and have transferred, assigned and
conveyed to it all the machinery, tools, fixtures, patterns, stock on
hand, both manufactured and unmanufactured, and the good-will of
Samuel Freedley in his business now and heretofore carried on
under the name of the Cardwell machine company, and the real
estate and premises number one thousand five hundred and eleven
east Cary street, between Fifteenth and Seventeenth streets, in the
city of Richmond, belonging to the said Samuel Freedley, in which
his said business is now being conducted.

2. The capital stock of said company shall be eighty-five thou-
sand dollars, and it may be increased from time to time, and at any
time, by vote of the stockholders, a majority thereof voting for such
increase, to a sum not exceeding three hundred and fifty thousand
dollars; and said capital stock shall be divided into shares of the
par value of one hundred dollars each; and whenever eight hundred
and fifty shares have been subscribed and ten per centum paid in
cash thereon, under the direction of any three or more of the incor-
Porators hereinbefore named, the subscribers or stockholders may
organize the company by electing a president and treasurer and a
board of directors, said board to consist of not less than five stock-
holders, and by electing or appointing such other officers or agents
48 may be deemed necessary for the management of such company’s
affairs, and thereupon said company shall have and exercise all the
general powers, privileges and functions of a corporation and be
subject to all the restrictions imposed by the laws of the state ap-
plicable to manufacturing companies, except so far as the same may
be changed or modified by‘this act.
3. Any one or more stockholders holding one hundred shares of
the stock of said company shall have the right at any time to ex-
amine into the affairs and books of said company, and to have a
correct balance sheet made showing the condition of said company,
and for this purpose may cause an inventory of its assets to be
made, and may, to accomplish such examination, call in the aid of
an expert book-keeper.

4, Said company shall be authorized to hold not exceeding five
acres of land in the city of Richmond and five thousand acres of
land outside of said city, whether the same be located in the state of
Virginia dr elsewhere. Said company may buy and hold rea! estate
in or out of the state of Virginia for the purposes of its business, or
for any other purposes for which it is authorized by law to do so.

5. The said company shall keep its principal office in the city of
Richmond, in the state of Virginia, but said company shal] have
the power to establish other manufactories, agencies and offices
elsewhere, either in or out of this state, if it shall deem necessary to
do so for the promotion or proper - ‘conduct of its business or any
branch thereof.

6. All taxes, debts, dues and demande from the said company to
the state of Virginia shall be paid in lawful money of the United
States, and not in coupons.

7. All stock heretofore issued, and all acts done by the said com-
pany under the name of the Cardwell machine company, shall be as
legal and valid as if the said stock had been issued, or acts done
under the provisions of this act.

8. This act shall be subject to amendment or repeal at the pleasure
of the general assembly of Virginia, and shall be subject to all the
restrictions and limitations of the statutes of this state, except such
as are in conflict with this act.

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