Chap. 830.—An ACT to incorporate the American milk company.

.Approved March 5, 1896.

1. Be it enacted by the general assembly of Virginia, That Charles
Adamson, Daniel Baugh, Robert R. Corson, William H. Haineg,
Thomas Martindale, John C. Sims, and Joseph M. Wilson, or any
five of them, their associates and successors, be, and they are hereby,
incorporated and made a body politic and corporate under the name
and style of American milk 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 defended
in all courts, whether in law or equity, and may make and have a
common seal, and alter and renew the same at pleasure; and shall
have, enjoy, and exercise all the rights, powers, and privileges per-
taining to corporate bodies and necessary for the purposes of this
act; and may make by-laws, rules and regulations consistent with
the existing Jaws of the state of Virginia for the government of all
under its authority, the management of its estates and properties,
and the due and orderly conduct of its affairs.

2. The said company is authorized and empowered to buy and sell,
preserve, store, transport, and distribute milk, cream, and all other
dairy products; to acquire, own, hold, lease, sell, and dispuse of all
such land, buildings, plants, machinery, apparatus, cars, and other
real and personal property as may be necessary or useful for con-
ducting the business aforesaid, and all such patents and patent rights
as may be necessary or useful for or applicable to the transaction of
said business and the operation of the plants, machinery, apparatus,
and processes employed therein; provided that the amount of land
held by the company at any one time in any one city, town, or county
shall not exceed one hundred acres.

3. The capital stock of said company shall not be less than one
hundred thousand dollars, and may, with the consent of a majority
of its stockholders, be increased from time to time to any additional
amount not exceeding one million dollars, by the issue or sale of
shares, the par value of which shall be one hundred dollars each;
and of the entire capital stock of the company such part shall be
preferred and such part common as the board or directors of the
company shall from time to time determine; and the directors may
receive real and personal property, contracts, patents, patent rights,
services, or other things of value in full or part payment or exchange
for such issue or sale of the capital stock.

4. The persons first named in this act shall organize the company,
constitute its first board of directors, and continue in office until
the first meeting of the stockholders thereof. At such first meeting
and at every annual meeting as many directors shall be elected as
may be prescribed by the by-laws of the company; and the directors
so elected may be removed by the stockholders in general meeting,
but unless so removed they shall continue in office until their suc-
cessors shall be elected and qualified. Each stockholder in the com-
pany shall at all meetings or elections be entitled to one vote for
each share of stock registered in his name.

5. The directors shall] choose one of their number president, and
shall appoint a secretary; and may fill all vacancies tbat may occur
in said board, unless by removal, in which case the same shall be
filled by the stockholders in general meeting. Whenever the board
of directors shall have elected a president and appointed a secretary,
and the minimum amount of capital stock herein named shall have
been subscribed, the company shall be considered legally organized,
and may proceed to the transaction of business. The board shall
appoint, to hold during its pleasure, the subordinate officers and
agents of the company, prescribe their compensation, and take from
them such bonds, with security, as they may deem 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 com-
pany shall be located in the city of Richmond, state of Virginia.

7. The annual meeting of the stockholders of the company shall
be held at the principal office of the company at such time as the
by-laws of the company may prescribe. A general meeting of the
stockholders of the company may be held at any time in accordance
with section eleven hundred and fourteen of the present code of
Virginia.

8. The company shall issue certificates of stock in said company
in shares of one hundred dollars each, signed by the president and
countersigned by the secretary of said company. The said certifi-
cates shall be transferable only upon the books of the company by
the stockholders, their.personal representatives, or duly authorized
agents or attorneys, and the said certificates, when so transferred as
aforesaid, shall 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 borrow money and to
issue and 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 its business, and the company may secure the
payment of said bonds by mortgages or deeds of trust upon all or
any portion of its property and franchises, including its franchise
to be a corporation; and it shall be lawful for the company to sub-
scribe for or acquire by purchase, exchange or otherwise the stock
and bonds of any corporations or associations of this state or else-
where.

10. No stockholder in the 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 corpo-
ration upon its stock.

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

12. This act shall be in force from its passage; but the general
assembly of the state of Virginia reserves the right to amend or
repeal this act at any time hereafter.