Chap. 557.—An ACT to incorporate the Appalachian iron and steel company.

Approved March 2, 1894.

1. Be it enacted by the general assembly of Virginia, That R. A.
Ayers, R. C. Ballard Thruston, Saint John Boyle, John C. Haskell, J.
K. Taggart, J. F. Bullitt, junior, Milton H. Smith, H. C. McDowell
and R. T. Irvine, 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 politie and corporate under the name and
style of the Appalachian iron and steel 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 de-
fended in all courts, whether in law or in equity, and make and have
a common seal and alter and renew the same at pleasure, and shal]
have, enjoy and exercise all the rights, powers and privileges pertain-
ing to corporate bodies and necessary for the purposes of this act.

2. The capital stock of said company shall be not less than fifty
thousand dollars, to be divided into shares of the par value of one
hundred dollars each, and the capital stock may, by vote of the stock-
holders at any lawful meeting, be from time to time increased to any
amount not exceeding five million dollars, to be likewise divided into
shares of the par value of one hundred dollars each, and of such
increased stock so much thereof may be made preferred stock and so
much common stock as the stockholders may determine. The shares
of capital stock of said company shall be issued, sold and disposed
of from time tu time under such regulations and upon such terms
and conditions as the board of directors of said company may from
time to time prescribe, and the directors of said company may re-
ceive lands, labor, material, stock and bonds of other companies or
other property in payment for subscriptions to the capital stock, at
such valuation and upon such terms as may be agreed on between
the directors aud subscribers.

3. The said company is authorized and empowered to purchase,
ship and sell iron, steel and other metals; to manufacture iron,
steel and other metals and articles composed wholly or partly of
iron or steel or other metals; to mine iron or coal and other min-
erals; to make coke and sell and dispose of the same, and to erect
foundries, rolling-mills, forges, furnaces, mills, pipe-lines, machinery,
fixtures, buildings and the necessary appliances; and to purchase,
hold, own, lease, sell and convey and control in any manner lands,
iron ore, coal, timber and mineral rights and interests in the lands
and other property in this state and elsewhere required in the con-
duct of its business; to construct, operate and maintain one or more
tramways or railways for the purpose of transporting iron ore, coal
or other minerals or substances to and from its furnace or furnaces
from and to any point or points in Wise county, Virginia; and if
said company should at any time be unable to acquire by contract
such rights of way as may be necessary or convenient for such tram-
ways or railways, then it shall have the right to acquire the same by
condemnation proceedings, which shall be the same in all respects
as are prescribed. in the present code of Virginia, chapter forty-six,
as the same has been or may hereafter be amended.

4. The persons first named in this act, or such of them as shall
accept the provisions thereof, shall constitute the first board of
directors of said company, 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 the said company, 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 stockholder in the said company shall
at all meetings 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 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 directors shall have elected
a president, said company shall be considered legally organized and
may proceed to the transaction of its business. The board shall ap-
point, to hold during its pleasure, the subordinate officers and agents
of the said company, prescribe their compensation, and take from
them such bonds, with 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 some point within the limits of the
state of Virginia.

7. The first meeting of the stockholders of said company shall be
held at such time and place as the board of directors may designate,
upon reasonable notice to the subscribers for the stock of said com-
pany. The annual meeting of thestockholders of the said company
shall be held at Big Stone Gap, Wise county, Virginia, on the first
Wednesday of May of each year, or on such other day and at such
other place as the stockholders may by resolution adopted at any an-
nual meeting, to take effect at the next annual meeting, prescribe.
A general meeting of the stockholders of said company will be held
at any time as provided for by the eleven hundred and fourteenth
section of chapter forty-seven of the code of Virginia, edition of
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 one hundred dollars each, signed by the president and coun-
tersigned by the secretary of said company. The said certificates
shall be transferable only on 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 afore-
3aid may be returned to the said company and cancelled, and new
certificates of stock shall be issued in-lieu thereof to the persons
entitled thereto for a like number of shares.
9. It shall be lawful for said company to issue or sell its bonds
from time to time for such sums and on such terms as its board of
directors may deem expedient and proper in the prosecution of any
of its works, and may secure the payment of said bonds by mort-
gage or deeds of trust upon all or any portion of its property and
franchises, including its franchises to be a corporation, and may re-
serve the right to the company or confer on the holder of any bond
of the company the right to convert the principal thereof into stock
of thecompany atany time. And it shall be lawful for said company
to guarantee or subscribe to or hold shares in the capital stock or
obligations of any other corporation whenever the board of directors
of the company shall deem it to its interest to do so, and any such
corporation of this state or elsewhere may guarantee or hold the
bonds or the stock of said company.

10. No stockholder in said company shall be held liable or made
responsible 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 such stockholder.

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

12. The general assembly reserves the right to alter or repeal this
act at any time.

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