Chap. 646.—An ACT to incorporate the Elizabeth River terminal company.

Approved March 5, 1894.

1. Be it enacted by the general assembly of Virginia, That D.
McCormick, O. P. Heath, P. H. Savage, J. W. Perry, Fergus Reid, John
N. Vaughan, George L. Arps, John S. Jenkins and S. B. Harrell, and
such others as now are or may hereafter be associated with them, and
their successors, are hereby constituted and made a body politic
and corporate by the name of the Elizabeth River terminal com-
pany, and by that name and style shall have perpetual succes-
sion and a common geal, which it may alter or amend at its pleasure,
aud may sue and be sued, plead and be impleaded, contract and be
contracted with, and be generally invested with all the rights and
privileges appertaining to incorporated companies under the laws of
this state and the United States, and subject to all restrictions now
imposed upon the same by existing laws, or that may hereafter be
imposed by the general assembly of the state, and upon the further
consideration that it shall pay in current money of the United
States all taxes and other demands due by it to the state of Vir-
gina.

2. The said company shall have power to carry on and conduct a
general warehouse, storage, cotton yard, cotton pressing, dock, ele-
vator, wharf, shipping, manufacturing and lighterage business, and
it may lease, purchase and hold all such real estate in the state of
Virginia, not exceeding five hundred acres, as may be deemed neces-
sary and convenient for its business and purposes, and may erect, con-
struct and lay out, on such real estate as it may select, wharves, piers,
docks, basins, warehouses, elevators and factories, cotton presses, cot-
ton yards, suitable for the accommodation of steamships, vessels and
boats, and for the convenient loading and unloading, storing, receiv-
ing and shipping of all kinds of merchandise or personal property,
and for the handling and compressing of cotton. And said com-
pany may build, purchase or hire such lighters, boats, tugs, vessels,
barges and other appliances used in such business. It may receive
on storage or deposit all kinds of merchandise and personal property,
including all kinds of products of field or forest, for safe-keeping or
shipment, and may make advances in money thereon, and may con-
duct and carry on any business usually transacted by warehousemen,
wharfingers and lightermen, including the general shipping business
and the compressing of cotton, and the use of elevators, and for all
labor and expenses incident thereto, including the expenses of re-
ceipt and delivery, of weighing, insuring, shipping, and keeping such
merchandise and personal property, at such rates and on such terms
as may be agreed and determined upon between said company and
its customers or their agents, and for any advances made by it on
merchandise or property stored or deposited with it for any purpose,
and for all the charges and expenses incident thereto the said com-
pany shall have a preferred lien on said merchandise or property,
which shall be satisfied and paid before said company shall be re-
quired to deliver the same.
3. For property or merchandise received by the company on storage
or deposit, the receipt or certificate of the company may be given
on demand, binding the company to deliver the same to the party
in whose favor the receipt or certificate is given, or his assignee, on
payment of all dues to the company for which the property is liable,
which receipt or certificate, when the word “negotiable” is plainly
written or stamped or printed on its face, shall be negotiable, and
by endorsement or assignment and delivery thereof shall transfer
the title to the property therein mentioned and described to the
holder of the receipt or certificate. The holder of the receipt or
certificate shall be entitled to receive the property from the com-
pany on delivery of the receipt or certificate, properly endorsed, and
paying the company whatever may be due on the property for ad-
vances, insurance, charges, storage, labor, expenses, and interest
and costs thereon, if any have accrued. All advances made by the
company shall be endorsed or stated on the receipt or certificate
given for the property on storage or deposit, and after a receipt or
certificate is given or isgued, no advances on the property for which
it is given shall be made by the company. In the event of the loss
or destruction of a receipt or certificate given by the company for
property on storage or deposit, the bona fide holder of such receipt
or certificate, at the time of its loss or destruction, his representa-
tives or assigns, shall have the same right to receive the property
from the company that he would have had on the delivery of the
receipt or certificate, on proof of the loss or destruction of the re-
ceipt or certificate and on delivery to the company of a proper bond
of indemnity, with security satisfactory to the company.

4. When, from any cause, the property or merchandise on storage
or deposit with the company shall so decrease in value as, in the
opinion of the company, to render the preferred liens on said pro-
perty doubtful security for said advances, insurance, charges, storage,
labor and expenses due the company, or when any property has been
left on storage or deposit and the charges and expenses attending it
have not been satisfied or paid at such time or times as may be re-
quired by the regulations established by the company for the con-
duct of its business, it shall be lawful for the company to give notice
to the party entitled to said property, personally, or by mailing the
notice prepaid to him or his agent’s usual or last-known residence
or place of business, requiring the party within ten days after the
date of the notice, to pay the company all such advances, charges
and expenses, with any interest which may have accrued; and if
within fifteen days after the personal service or mailing of the no-
tice the same be not paid, it shall be lawful for the company to sell
such property at public sale, as to the company shall seem best for
the interests of all concerned; and after reserving the amount due
the company and paying the costs of sale, pay over the balance of
the proceeds of sale to the party entitled thereto on his surrender of
the receipt or certificate given for the property. If the holder of the
receipt or certificate be unknown, the notice may be given to the
party to whom it was issued, or his personal representatives, if de-
ceased: provided, however, that nothing in this section contained
shall be construed to prevent the said company from making any
such sale, at such earlier time, and in such manner as may be pro-
vided in any contract or agreement made by any person or persons
with said company. |

5. The capital stock of said company shall not be less than one
hundred thousand dollars, and may be increased from time to time
by the stockholders to any amount or amounts, not to exceed, how-
ever, the sum of three million dollars, and the same shall be divided
into shares of the par value of one hundred dollars each. They shall
be deemed personal property, and be transferable on the books of
the company in the manner prescribed by the board of directors.
Subscriptions to said stock may be paid in money, land or other
property, and such of said stock as may not be subscribed and paid
for may be sold by said company at such price and on such terms
as a majority of the stockholders may from time to time determine.
The said stock may be issued as common and preferred stock, and
in such proportions and on such terms as the directors may deter-
mine. And whereas the financial plan on which it is proposed to
organize said company contemplates the issue of preferred and com-
mon stock, the latter to be issued as paid-up stock, and a share of
the same to be assigned with each share of preferred stock, the said
company may, in the discretion of its directors, issue such paid-up
common stock in accordance with the said plan of organization.

6. The amount of real estate held by the company in the state of
Virginia shall not exceed five hundred acres. .

7. The said company shall have power to construct and operate on
any land leased or owned by it a tram or other railway, to connect
its wharves, warehouses, elevators and yards with any railroad or
steamship company chartered or doing business under the laws of
Virginia. The said company is hereby authorized and empowered
to subscribe, purchase and otherwise acquire the stock of any other
company chartered or doing business under the laws of the estate of
Virginia.

8. It shall be lawful for the said company, and the same is hereby
authorized, to borrow from time to time such sum or sums of money
as may be necessary for its purposes, and for such loans to issue its
bonds (registered or coupon ), payable at such time or times for such
an amount and on such a rate of interest as the board of directors
may determine, and may secure the payment of the same by a deed
of trust or mortgage on all of its property, rights and franchises.

9. The officers of said company shall consist of a president, vice-
president, secretary and treasurer and seven directors, including the
president and vice-president, who shall each be ex officio members
of said board, to be elected by the stockholders at the annual meet-
ing. The offices of secretary and treasurer may be filled by the same
person, who may or may not be selected from among the directors,
as the stockholders see fit.

10. The stockholders in general meeting shall make and establish
such laws, rules and regulations, not inconsistent with the laws of
the state of Virginia or of the United States, as they may deem
proper for the management and contro) of their affairs and business
and for the government of their officers, agents, clerks and other em-
ployees, which shall be binding on all persons connected with or in
the employment of the company.

11. The first regular annual meeting of said company shall be held
at such time and place as the incorporators, or a majority of them,
may determine, and all other annual or special meetings at such
time and place and upon such notice as may be prescribed by the
by-laws of the company.

12. Subject to the laws, rules and regulations as adopted by the
stockholders, the board of directors shall have the management and
control of the business affairs of the company.

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