Chap. 171.—An ACT to incorporate the B. F. Johnson school book publishing
. company.

Approved January 31, 1898.

1. Be it enacted by the general assembly of Virginia, That John
Skelton Williams, Thomas Atkinson, Everett Waddey, B. F. Johnson,
H. M. Boykin, J. D. Crump, E. A. Hoen, T. A. Cary, S. W. Travers,
or such of them as may accept the provisions of this act, and such
other persons as may hereafter become associated with them in the man-
ner hereafter provided, shall be, and they are hereby, constituted a body
corporate by the name of the B. F. Johnson school book publishing
company, and shall have all the powers, rights and franchises necessary
or proper for the purposes of conducting the business hereinafter de-
scribed.

2. The said company shall have perpetual succession, and have power
to sue and be sued, plead and be impleaded, defend and be defended in
all courts, whether at law or in equity, and may make and have a com-
mon seal, and alter or renew the same at pleasure.

3. Any three of the corporators named may organize the company by
electing a president and board of directors; and thereupon the said com-
pany shall have and exercise all the general powers, and be subject to
the general restrictions provided by the laws of the state as to bodies
politic and corporate, except so far as the same are modified by or are
inconsistent with this act.

4. The said company shall have authority, in the prosecution of ite
business, to buy and sell, to print, manufacture, bind and publish text
and any other kind of books for schools or other purposes, or carry on
any business which can be conveniently or profitably done in connection
with the principal business of the company, or which it is deemed will
give profitable use or employment to the properties or facilities used by
or belonging to the company; to own or acquire, by purchase or other-
wise, copyrights of and manuscripts for books and charts and privileges
and rights of a like nature, for any purposes deemed to be profitable o1
necessary in connection with the company’s business; to own not more
than five acres of land, and to erect or acquire, by purchase or other-
wise, all necessary buildings and factories for the conduct of said busi-
ness.

5. That tif minimum capital stock of the company shall be tw«
hundred and fifty thousand dollars, and the maximum capital shall be
five hundred thousand dollars, the said capital stock to be divided intc
shares of the par value of five dollars per share; and the directors o!
the said company may receive cash, labor, material, real and personal
property, trade-marks, patents, or copyrights, which may be necessary
for or suited to the business of said company, in payment of subscrip-
tions to the capital stock, at such valuations as may be agreed upon be-
tween the directors and the subscribers, and dispose of such stock at
such price and upon such terms and conditions as may be agreed upor
by the board of directors and the subscribers thereto; and such subscrip-
tions may be received from individuals, other associations or corpora.
tions, and any corporation of this state is hereby authorized to subscribe
to the stock of the company hereby incorporated; and the said com-
pany may sell, lease, or otherwise dispose of any land, property, or
rights acquired under this seetion.

The board of directors of said company may, with or without no-
tice, open the books and receive subscriptions to the stock from time to
time as they may deem expedient, until the stock is fully taken, and all
subscriptions to the stock of the company shall be payable at such
times and places, and in such manner and amounts, as said board of
directors may prescribe; and the said board of directors, with the con-
sent of the holder or holders thereof, may from time to time retire any
of the capital stock of said company, upon such terms as may be agrecd
upon between the holder or holders of said stock and the said board of
diree ‘tors, as may be deemed best for the interest of said company.

The board of directors shall have power to issue bonds, either reg-
istered or coupon, or convertible the one with the other, in sums of one
hundred dollars and multiples thereof, and bearing interest not exceed-
ing six per centum per annum, the principal and interest of which shall
be pavable at such times and places as the board of directors may deter-
mine, and may secure the same by one or more mortgages or deeds of
trust on the franchises, income, or property of the company, or such
part or parts thereof as may be designated in said mortgages or deeds of
trust, and may sell such bonds at such discounts as may be deemed best
for the benefit of the said company.

The principal office of said company shall be in the city of Rich-
mond, Virginia, but the company may establish in any other place,
county, or state such other offices or depositories as it may find necessary
for the conduct of its business,

The said company shall pay all taxes, dues, and demands due the
sti te or that may hereafter become due by. this company to the state of
Virginia, in lawful money of the United States and not in coupons.

10. This act shall be in force from: its passage.