Chap. 447.—An ACT to incorporate the Pan-American investment company.

Approved Februray 27, 1894.

1. Be it enacted by the general assembly of Virginia, That Lau-
rence Gardiner, Stilson Hutchins, William B. Gurley, James E.
Jouett, Henry W. Fuller, Ellis Spear, Albert S. Green, Frederick W.
Pratt, William D. Colt, C. F. Z. Caracristi, all of the city of Wash-
ington, District of Columbia, and James E. Campbell, of Ohio, or
such of them as may accept the provisions of this act, their asso-
ciates, successors, heirs or assigns, be, and they are hereby, incorpo-
rated, instituted and made a body politic and corporate under the
name, title and style of the Pan-American investment company, and
by that name shall be known in law, and as such are authorized and
empowered to purchase, own, sell, lease, rent, buy, hold and convey
at pleasure any real, personal or mixed property in South and Cen-
tral America, and more especially to buy, lease, sell rent, operate and
generally to own and develop any,concession, grant or franchise of
mines, petroleum deposits, quarries, railroads, telegraph and tele-
phone lines, or any other grant, concession or franchise that the said
company may acquire in any country, republic or dependency in
Central and South America; and to establish, operate, own, perpetu-
ate and generally to work or cause to be worked or operated any
mines, mills, factories, furnaces, electric plants, or any other indus-
trial or manufacturing enterprise of whatsoever kind or nature in
the republic of Colombia, South America. In the state of Virginia
the said company shall have power to mine and manufacture mar-
bles, soapstone and zinc or other minerals in the counties of Wythe,
Smyth, Washington, Grayson, Giles and Russell counties; and for
these purposes the said company shall have authority to buy, hold,
sell, lease or otherwise dispose of any real or personal property neces-
sary to the proper prosecution of its business, and to build or lease,
in connection with the use or improvement of any of its properties,
tramways or railways operated by horse, steam or electric power
not exceeding ten miles in length, and, for the same purpose, tele-
phone lines not over ten miles in length.

2. The said company 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 Jaw or equity, and make and have
@ common seal, and alter and renew the same at pleasure, and shall
have and enjoy all the rights and privileges of a body corporate and
politic under the law; and the said company shall have and enjoy
the full protection of the laws of the state of Virginia and the pro-
tection ueually accorded to citizens or corporations transacting busi-
ness in foreign countries.

3. The capital stock of said company shall not be less than one
million dollars, and may from time to time, with the consent and
approval of a majority of the stockholders or their duly authorized
representatives, be increased to any amount, not exceeding ten million
dollars, necessary to carry out the company’s plans by the issue and
sale of its stock in shares, the par value of which shall be not less
than one hundred dollars each, and the sale thereof to be governed
by such regulations as the board of directors of said company may
prescribe; and the directors may receive cash, labor, material, real,
personal or mixed property, suited to the business of said company,
in payment of subscriptions to the capital stock of the company, at
such valuation as may be agreed upon between the directors and
subscribers, and may make such subscriptions payable in such
manner or in such amounts and at such times as may be agreed
upon with the subscribers.

4. It shall be lawful for said company to borrow or lend money; to
issue and sell its bonds from time to time for such sums and upon
such terms as its board of directors may deem expedient and proper,
and to secure the payments of such bonds by mortgages or deeds of
trust upon its properties or grants and franchises.

5. It shall be lawful for the said company to guarantee or hold
the bonds or stock of any other financial, industrial or manufactur-
ing corporation in South or Central America, subject to the general
laws of said countries, or any mining, railroading, financial, manu-
facturing or municipal corporation; may guarantee the bonds or
stock of said company.

6. The said company may own and hold as much land as may be
suitable and necessary for its purposes, and may purchase or other-
wise acquire by condemnation proceedings or otherwise such land in
any republic or dependency in Central or South America; but shall
not hold more than two thousand acres at any one time in any county
in the state of Virginia, and shall not have the right of condemna-
tion in said state.

7. The persons named in this act, or such of them as shall accept
the provisions thereof, shall have the power and authority of a presi-
dent and board of directors for the first year, or until their succes-
sors shall be elected and qualified. They shall elect one of their
number president pro tempore. They shall open books of subscrip-
tion to the capital stock of said company at such times and places as
they may see proper. When twenty thousand dollars or more are
subscribed they may convene the stockholders and organize the com
pany. Each stockholder shall be entitled to one vote for each share
of stock subscribed for and paid on by him. At the first meeting o!
the stockholders the president pro tempore appointed by the corpo.
rators shall preside. The stockholders at the first meeting shall fix
the number of directors and elect them. The said board of directors
shall elect a permanent president and other officers, and secretary.
who shall certify said organization on the books of said company, a
copy of which, duly attested by a notary public, shall be received as
evidence of the legal organization of said company. The board of
directors shall be stockholders of said company and they may fill
any vacancy that may occur in said board. The board of directors
may establish offices and agencies at such places as they may deem
proper, but the principal office shall be in Alexandria, Virginia.

8. All taxes due the commonwealth of Virginia by said company
shall be paid in lawful money of the United States, and not in cou-
pons.

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