Chap. 720.—An ACT to incorporate the United States tobacco company.

Approved March 5, 1894.

1. Beit enacted by the general assembly of Virginia, That Jacob Edel,
Morton A. Goodman, D. C. Zollickoffer,of Richmond, Virginia; W.
D. Judkins, of Danville, Virginia, and Joseph Button, of Appomattox,
Virginia, and their associates and successors, and such other persons
as are now or may hereafter become associated with them, shall be, and
they are hereby, incorporated and made a body politic under the
name and style of the United States tobacco company, under which
name they may sue and be sued, and have all the general powers,
and be subject to all the general restrictions conferred and imposed
oy the laws of the United States and the state of Virginia, on such
sorporations, and be governed by the provisions of chapters forty-
ix and forty-seven of the code of Virginia of eighteen hundred and
ighty-seven, so far as they are applicable and not inconsistent with
‘his charter.

2. The capital stock of said company shall not be less than five
hundred thousand dollars, nor more than fifteen million dollars,
and shall be divided into shares of one hundred dollars each.
The actual capital between these limits shall be fixed by the stock-
holders in general meeting, and may, in the manner and under the
regulations and restrictions prescribed by law, be changed by the
stockholders in general meeting from time to time as they may deem

est.

3. The principal office of said company shall be in the city of
Richmond, Virginia.

4. The board of directors shall consist of not less than five nor
more than eleven members, which number, between these limits,
may be fixed by the stockholders in general meeting at any time
they may deem proper, said change to be made by by-law, to take
effect at the next annual meeting. The president and vice-president
shall be members of the board of directors, and with the other direc-
tors shall constitute said board. The president and vice-president
shall be elected by the board of directors, and the directors shall be
elected annually by the stockholders in their annual meeting. The
board of directors may appoint such other officers, agents and attor-
neys as it may deem necessary for the conduct of the business.

5. The proceedings of the board of directors shall be controlled by
such rules and regulations as the board may prescribe, and all meet-
ings of the stockholders shall be controlled by such rules and regu-
lations as the stockholders may prescribe, and the stockholders shall
have authority to make such rules, regulations and by-laws for the
general conduct and management of the company as in their opinion
may be proper. Such rules, regulations and by-laws shall not be
inconsistent with this charter or the laws of this state. There shall
be an annual meeting of the stockholders on such days as the stock-
holders may in general meeting from time to time appoint, and at
such places as shall be fixed from time to time by the board of di-
rectors.

6. The chief business to be transacted by the company will be to
manufacture and sell tobacco and cigarettes, or any of the products
of tobacco, to buy and sell tobacco, whether manufactured or the
raw material, and to carry on trade and commerce therein.

7. The said company shall have power to purchase and hold real
and personal estate, and to mortgage or otherwise dispose of the
same, as it may deem proper: provided that it shall not have the
right to hold real estate to exceed fifty acres in amount or five mil-
lion dollars in value; to borrow money, issue bonds and notes evi-
dencing such loans, to secure the same by mortgage or deed of trust
on its property and franchise, and by hypothecating its personal
property, to purchase the brands, stock, good-will, and all necessary
fixtures and machinery of any established tobacco manufactory; to
lea3e or buy and hold patent rights for any cigarette machines, or any
other machines used in the manufacture of tobacco; to sell or rent
out such patent right or machines; to manufacture tobacco and
cigarettes, or any of the products of tobacco; to buy and sell tobacco,
whether manufactured or the raw material, and to carry on trade
and commerce therein, and to use all the means appropriate for the
transaction of said chief business, and effecting all the other pur-
poses for which this company was formed.

8. This charter is granted upon conditions that all taxes and other
demands against the company due the state of Virginia shall be paid
in current money of the United States, and not in coupons.

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