Chap. 246.—An ACT to incorporate the American telautograph company.
Approved February 6, 1896.

1. Be it enacted by the genera] assembly of Virginia, That John
W. Johnston, J. Campbell Maben, William H. Eckert, A. 8. Buford
and J. Taylor Ellyson, and such persons as may become associated
with them as stockholders in the company hereby incorporated, and
their successors, be, and they are hereby, made and constituted a
body politic and corporate under the name of the American telauto-
graph company, and as such shall have all the rights, powers and
privileges, and be subject to all the duties and responsibilities con-
ferred and imposed by the laws of this state applicable to such
bodies, politic and corporate, except so far as the same may be in
conflict with the provisions of this act.

2. The said company may promote, establish and maintain, the
yeneral business of a telegraph, telephone and telautograph company
within and througbout this commonwealth and the other states and
territories of the United States and the District of Columbia and
Alaska, by the means and use of any electrical or other devices suit-
able or appropriate to the same, and particularly by means of what
is known as the “telautograph system,” invented by Professor
Elisha Gray for the electrical transmission of messages. or other
communications written out in ordinary script, or otherwise suit-
ably prepared for such transmission, and the automatic reproduction
of the same at the office of destination, including any extensions or
improvements of the said system heretofore or hereafter devised
for or added thereto, whether under patents issued, or to be issued,
to the said Professor Elisha Gray, or to his assignees, or to others,
or otherwise; the said “telautograph system,” and any telauto-
graphic, telegraphic or telephonic devices to be used in conjunction
with each other or separately, as may be found expedient, and any
other methods of electrical intercommunication, and the devices ap-
propriate thereto, to be used if and as desired.

3. The said company may build, purchase, rent, or otherwise
acquire, and may maintain and operate such or any line or lines of
poles and wires, with the necessary fixtures, stations, terminals, ex-
changes or other facilities, including underground wires or cables,
and submarine wires or cables, connected therewith within this
commonwealth, or elsewhere in the United States, its territories
and districts, as may be suitable for the proper, full and convenient
carrying on of the business of the company, or either of the telau-
tographic, telegraphic or telephonic systems included therein; and
may take, purchase or otherwise acquire and hold, and thereafter
sell or otherwise dispose of, such real estate as may be found neces-
sary for the establishment, erection or maintenance of such lines of
poles or wires, with the necessary fixtures, stations, terminals, ex-
changes or other facilities, including underground wires or cables
and submarine wires or cables connected therewith.

4. The said company may erect, maintain and operate suitable of-
fices, works, shops or other structures within this commonwealth, or
elsewhere within the United Sates, its territories and districts, for
the convenient carrying on of the said business, and for the manu-
facture, sale, renting or other disposition of the machinery, in-
struments or devices appropriate to said telautographic, telegraphic
and telephonic systems, or other systema of electric intercommuni-
cation of thought; and may carry on such manufacture, sale, renting
or other disposition of the said machinery, instruments or devices to
such extent as may be desired. The company hereby incorporated
shall have and enjoy the rights and privileges conferred on telegraph
and telephone companies by sections twelve hundred and eighty-
seven, to twelve hundred and ninety, both inclusive, of the code of
eighteen hundred and eighty-seven.

5. The said company may take, receive and acquire, by purchase,
gift, lease, license, assignment, subscription to its capital stock, or
otherwise, any inventions or letters patent of the United States for
inventions, or any interest therein, or rights thereunder, appropriate
to, or included in, said telautograph system, and any other inven-
tions or letters patent of the United States for telautographic, tele-
graphic, or telephonic systems or devices, or any interest therein, or
rights thereunder, suitable to the general business of the company ;
aud may manufacture, use and vend, or license others to manufac-
ture, use and vend, the machinery, instruments and devices suitable
to, and employed in and for any such inventions, systems or patents,
in whole or in part, as fully as may be desired.

6. The said company may take, receive and enjoy any payments
or royalties from any person or persons, corporation or corporations,
which may purchase or lease telautograph, telegraph, telephone, or
other instruments or machinery or devices from the company, or to
which territorial or other leases and licenses from the company may
be granted ; and, when necessary or convenient, may receive such pay-
ments or royalties in shares of the capital stock of any such corporation
or corporations; and the company shall have the right to hold the
said shares thus paid to it, and tocollect and receive any dividends
accruing thereon, or to sellor pledge the said shares from time to
time as may be found expedient in the conduct of its business.

7. The chief business to be transacted by the company is the trans-
mission, by itself, its assignees and lessees, of messages; or thought
and its expressions, from one point to another, by the means of
electricity and electric contrivances and devices.

8. The capital stock of the company is not to be less than fifty
thousand dollars or more than ten million dollars, to be divided
into shares of the par value of one hundred dollars each. As soon
as the minimum amount of fifty thousand dollars of said stock has
been subscribed for, or issued, the board of directors of the company
may commence to carry on its corporate business. The board of
directors may sell, or otherwise dispose of, the capital stock of the
company, or any part thereof, or issue 1t to subscribers, at such price
and upon such terms and conditions as said board shall from time
to time deem advantageous to the interests of the company; and
the said board may receive in payment of or in exchange for the
stock of the company, or any part thereof, and in payment of sub-
scriptions thereto, money, land, or other property, patents, leases,
licenses, options, rights, easements, labor, services in obtaining sub-
scriptions to the capital stock of the company or otherwise, stock in
other corporations, whether chartered in this state or elsewhere; and
any atid all concessions or privileges which the board may deem
useful to the company. And the said board may issue and use full
paid shares of the capital stock of the company in payment for any
such money, lands, or other property, patents, leases, licenses, op-
tions, rights, easements, labor, services, stock in other corporations,
concessions or privileges. The said board may from time to time
receive subscriptions to the said capital stock, either with or without
notice, by publication or otherwise, as they shall see fit. And the
said board, as they may deem it advantageous to the interests of this
company so to do, may subscribe to, purchase, or otherwise acquire
the stock of any other corporation, in or out of this state, chartered
for or engaged in like business with this company.

9. Whenever subscriptions to the capital stock are payable in
money at least two per centum thereof shall be paid in cash at the
time of making the subscription, but whenever payable in property
or any interest therein other than money, the board of directors
shall require the proper deliveries of assignment or conveyance when
and as they think proper; but the value of any property or interest
therein other than money which may be subscribed to the capital
stock shall be agreed upon between the board of directors and the
subscriber at the time of making the subscription.

10. The board of directors, until otherwise provided by a by-law,
shall consist of five persons, but the number may be increased by a
by-law, to not exceeding fifteen. The board of directors for the first
year shall consist of the following persons, namely: John W. John-
ston, J. Campbell Maben, William H. Eckert, A.S. Buford and J.
Taylor Ellyson, who shall hold their office for one year after the pas-
sage of this act, and until their successors have been elected and
qualified. The board hereby appointed for the first year shall elect
one of their number president of the company for such first year,
whose term of office shall be the same as that above specified for the
directors. After the first year the directors and president shall be
chosen as provided by the general law of this state. Any vacancy or
vacancies occurring in the said board of directors or in the office of
the president by death, resignation or otherwise, shall be filled by the
said board. A meeting of the board of directors may be called by
the president, or by any two members of the board by a notice of the
time and place of meeting being mailed to each director a sufficiently
long time to enable such director to reach the meeting from his place
of residence.

11. The said company shall have power to borrow money and to
issue its bonds, negotiable notes, or other securities therefor, and to
secure any money so borrowed by a deed of trust or mortgage on its
works, property and franchises, or any part thereof.

12. The company may acquire by lease, purchase, subscription to
its capital stock, or otherwise, the works, property and franchises of
any other company which may own or control any invention, im-
provement, or patent applicable to the art of transmitting messages,
or thought and ‘its expressions, from one point to another by the
means of electricity and electric contrivances and devices, or any
rights or interests in any such invention, improvement or patent;
and may sell, transfer and assign or lease to any such compasy its
own works, property and franchises, or any part thereof, or may con-
solidate with any such company.

13. The principal office of the said company shall be in the city of
Richmond, Virginia, but the location of said principal office may be
changed by the stockholders of the said company to any other place
within this state. And the board of directors may establish branch
offices elsewhere, in or out of the state, as they shall deem it expedi-
ent so to do in the conduct of the business of the company.

14. The said company agrees, by the acceptance of this charter, to
pay all taxes, dues and demands to the state of Virginia in lawful
money of the United States, and not in coupons.

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