Chap. 167.—An ACT to incorporate the Alexandria shoe company.

In Effect January 31, 1898.

1. Be it enacted by the general assembly of Virginia, That Collin W.
(’ Meara, James T. 0” Meara, Mark E. Miller, Harry H. Haynes and
Charles LH. Inscoe, of the eitv of Alexandria, in the state of Virginia.
their associates and sueeessors. be and they are herehv. ereated a body
politic and corporate under the name of the Alexandria shoe company,
and by that name and style shall have perpetual succession, may sue
and be sued, contract and be contracted with, plead and be impleaded,
have a common seal and change the same at pleasure, and have all the
rights and privileges of a corporation, and be subject to all the rules,
regulations and restrictions imposed by the laws of Virginia in relation
to joint stock companies, so far as they are applicable to and not incon-
sistent with the provisions of this act.

2. The capital stock of this company shall not he less than five hun-
dred dollars nor more than three hundred thousand dollars, divided into
shares of ten dollars each, with one vote for cach share. The amount
of stock to be issued within the limits aforesaid shall be determined by
the stockholders at any annual or special meetings lawfully convened.
As soon as the aforesaid minimum sum of five hundred dollars: shall
have been subscribed the corporation may be organized; and whenever
the stockholders determine to increase the amount of capital stock they
may proceed to take subscriptions to such additional stock, either by
opening books of subscription in the manner prescribed by the general
laws or hy private subscription, or on any other terms that may be
deemed best by the said stockholders.

3. The objects of this corporation are: to manufacture and sell boots,
shoes and slippers, and parts of boots, shoes and slippers; to tan, cure,
color and manufacture or otherwise deal in leather and articles manufac-
tured. in whole or in part, from leather; and to manufacture, sell or
otherwise deal in machinery for making boots, shoes and slippers, and
parts of boots, shoes and slippers, and articles made, in whole or in
part, from leather.

4. The main office of this corporation, and at least one of its factories
and places of business, shall be located in the city of Alexandria, in
the state of Virginia; but it shall have power to establish other factories,
places of business and branch offices in such additional cities in the state
of Virginia as may be selected by the stockholders for such purposes;
and it shall have power to make and enforce contracts anywhere within
or without the state of Virginia, unless forbidden by the local laws.

5. The said corporation may acquire and hold such real estate as it
may deem proper for the purposes of its business, and may improve
the same by erecting or having erected thereon such shops, factories and
other buildings and structures as it may deem necessary. It shall have
power, also, to erect or have erected on such parts of the said real estate
as shall seem to it proper for such use suitable buildings for such public
libraries, club-rooms, baths, gymnasiums, night schools, and other
means of comfort and of physical, mental and moral improvement for
its employees as to the stockholders shall seem best: provided that no
charge upon such employees shall be made to maintain the same; and
it shall further have power to erect or cause to be erected dwellings,
which it may rent or lease to the officers, stockholders or employees of
the said corporation: provided, that after a sufficient amount shall have
been deducted from the gross receipts from the tenant to meet all taxes
and other state and county or municipal levies and other assessments.
and the cost of necessary insurance and repairs, the amount of the rent
received by the corporation, from the tenant of each said dwelling shall
not exceed six per centum per annum for any year on the cost of the
dwelling and the lot on which it stands. But it shall not be lawful for
the said corporation to rent any dwelling to any person other than a
stockholder, oflicer or employee of the said corporation. The said cor-
poration shall also have power to erect or cause to be erected, and to
sell one dwelling, for cash or on credit, or in part for cash and in part
on credit, to each stockholder, officer or employee of the said corpora-
tion at the cost of the said dwelling and lot, together with a profit of
SIX per centum upon the same, and in the event that the purchaser shall
neglect or fail to meet all state and county or municipal taxes, levies and
other assessments, and the cost of all necessary insurance and repairs,
the said corporation is hereby empowered to settle the same, and to
charge the amount, together with six per centum per annum thereon,
agalnst the pure haser in addition to the purchase moncy above set forth.
6. And the said corporation shall have power to build wharves upon
any property which it may acquire on any navigable stream or other
body of water, and operate any steamship or other vessel in connection
with the same, and to make connection with any railroad, electric road
or other road, ‘and to establish all necessary plants for generating heat,
power and light from gas, electricity or any other agency for such build-
ings, edifices and structures as it may erect or cause to be erected; and
to ‘supply such buildings, edifices and structures with water from arte-
sian wells or from any other sources; and to drain all or any part of its
premises or lands by causing such sewers to be constructed as shall seem
to it to be necessary: provided, that it shall not be lawful for the said
corporation to furnish light, heat, power, water or drainage to any prem-
ixes occupied by persons other than its stockholders, officers and em-
ployees, without the consent of the mayor and common council or the
other governing body of any city or town, expressed in the mode pro-
vided for by law; and further provided, that it shall make no use of the
streets of any such city or town, or in anywise obstruct the same, or
connect with any public sewer, without permission first had from the
mavor and common council or other governing body of such city or
town, set forth in the mode provided for by law. And the said corpo-
ration may sell or alien all or any part of its real estate, or charge the
same with its debts, or incur debts on the security of the same in any
manner and for any purpose that a natural person might, subject to the
provisions above set forth; and may acquire, hold or dispose of the
capital stock of any company chartered in or out of the state of Virginia.
7. The oflicers of this corporation shall consist of a president, vice-
president, secretary, treasurer, and solicitor, each of whom must be a
stockholder in the corporation. These officers, together with all of the
other stockholders, shall constitute a board of directors for the manage-
ment of all of the affairs of the corporation; and each officer or mem-
ber of the said body shall have one vote for every share of stock held
by the said officer or member. The office of secretary or of solicitor
may be held by the president or vice-president in addition to his presi-
dency or vice-presidcney, but the treasurer shall hold no other office
under the said corporation. At their first meeting after the passage of
this act, the stockholders, and on the anniversary of this meeting every
year thereafter, the board of directors, shall elect the above officers, each
of whom shall, unless removed for cause before the expiration of the
same, hold office for the term of one year after said election and until
his successor shall have been elected and shall have assumed the duties
vf his office. In the event of a removal for cause, the minutes of the
meeting at which such removal is made must show the name of each
person present, and how he or she voted upon the question, © Hach such
othicer may receive such compensation as shall be prescribed by the
stockholders at their first meeting after the passage of this act, or by the
board of directors at any meeting thereafter. A vacancy in any office
may be filled at any meeting; but the oflicer elected shall be elected to
fill only so much of the term of office as may not have expired at the
date of his election. Ata date sufficiently previous to enable the per-
son notified to attend, the secretary shall notify each stockholder of the
date of the annual or special meeting at which an election of all or any
of the officers or any one of the same is to be held.

8. No share or shares of stock shail be disposed of by the corpora-
tion or by any stockholder unless and until the permission of each and
all of the stockholders in the corporation shall have been first obtained.
Such permission shall be in writing, shall be signed by each and all of
the stockholders, shall be presented at a meeting of the board of direct-
ors, shall be deposited with the secretary of the corporation, and shall
be copied by him in full on the minutes of said meeting.

9. In addition to the ordinary remedies provided by law the corpora-
tion shall have a lien on any stock of any member for the unpaid instal-
ments of the purchase money of the same, and may sell the said stock
on which default in payment has been made to any other person or per-
sons, after the consent of each and all the stockholders, other than the
stockholders in default, shall have been obtained and recorded in a man-
ner similar to that provided in the section next preceding this. Such
stock on which default in payment shall have been made may be sold and
assigned by any officer designated for that purpose, and at any time after
the secretary shall have copied upon the minutes the permission to sell,
and such sale and assignment shall be made in such manner as may be
provided by the by-laws of the corporation.

10. Subject to the above provisions the corporation shall have power
to make, amend and repeal all by-laws for its government not inconsist-
ent with the laws of the state of Vi irginia or of the United States.

11. The signature of the corporate name by the president, as president,
verified by an impression of the seal of the corporation, authenticated
by the signature of the secretary, as secretary, in whose custody the said
seal shall be kept, shall be deemed a sufficient execution by the said cor-
poration of any deed, legal document, or other paper or writing: pro-
vided further, that in the case of a deed the acknowledgment of the
president and secretary shall be taken by some ofhcer competent by law
to take acknowledgments, who shall take the said acknowledgment and
certify the same as nearly as may be in accordance with the mode pro-
vided by law for the authentication of the deed of a natural person con-
veying real estate situated within this commonwealth, and shall charge
for the same a fee not in excess of fifty cents.

12. No funds of the said corporation shall be drawn from any bank,
or other depositery, where they shall have been placed, except upon

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checks signed by the treasurer and countersigned by the president of
the said corporation.

13. All taxes due or to become due the commonwealth shall be paid
in lawful money of the United States and not in coupons.

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