Chap. 410.—An ACT to incorporate the Pennington Gap telephone company.

Approved February 20, 1900.

1. Be it enacted by the general assembly of Virginia, That W. H.

Nickels, J. C. Parish, J. N. Duff, H. L. Anderson, Doctor B. T. Young,
C. V. Young, G. C. Duff, A. J. Litton, J. M. Flanary, L. C. Shelburn,
F. K. Wilson, J. H. Wilson, Doctor S. E. Shelburn, James H. Graham,
Henry Nicoll, J. F. Witt, P. R. Duff, W. S. Latspeich, A. G. Hyatt, W.
S. Hurst, A. M. Miller, and P. H. Allen, together with such other per-
sons as they may associate with them, and their successors, shall be, and
they are hereby, created and constituted a body corporate under the
name and style of the Pennington Gap telephone company, for the pur-
pose of constructing, equipping, maintaining, and operating a line or
lines of telephones, with the necessary and convenient exchanges and
appliances, from Duffield via Pennington Gap to Jonesville, in the state
of Virginia, with the privilege of extending its lines to any other place
in the county of Lee, and by that name may sue and be sued in any of
the courts of law and equity; and have a common seal, which it may
alter at pleasure. The said company shall have and exercise all the
rights, privileges, and powers, pertaining to a body corporate, and nec-
essary and proper for the transaction of its business, including all said
rights and privileges given by the laws of Virginia to telephone com-
panies, and also including the power to make and adopt a constitution
and by laws, rules and regulations, and to enforce the same for the
management and preservation of its property and for the conduct of its
business, not inconsistent, however, with the laws of this state.

2. The capital stock of said company shall be not less than one thou-
sand nor more than five thousand dollars, divided into shares of ten
dollars each, and each shareholder is entitled to one vote for every fully
paid share, to be cast either in person or by proxy, and if by proxy, such
authorization must be in writing signed by the party for whom the
proxy attempts to act, and a representation of a majority of shareholders
shall constitute a quorum to transact any business of the company,
and the voice of a majority of the shareholders present shall be conelu-
sive as to all matters brought before the company. It shall not be nec-
essary to give any notice of the opening of subscriptions to said stock,
but the same may be subscribed in such manner and at such times as a
majority of said corporators shall determine. And no stockholder shall
be liable or made responsible for the debts or liabilities of the company,
for more than the amount unpaid on the stock held by him.

3. The officers of said company shall be a president, vice-president,
general manager, and secretary and treasurer (which last-nained office
shall be held by one person, who shall be ex officio a member of board of
directors), and not less than six directors, including the president and
vice-president, who shall also be members ex officio of the said hoard.
All vacancies in office shall be filled for the unexpired term bv the board
of directors, who shall have power to fill such vacancies, and generally
to manage and conduct the affairs of the company by its officers or agents,
and through the direction of a general manager, who shall be one of the
board of directors, annually designated as such general manager by the
president. Five members of the board of directors shall constitute a
quorum for the transaction of business.

4. The said company shall have power to acquire by purchase, lease,
or contract all real estate or easements necessary for the convenient erec-
tion and maintenance of its lines, and for the general conduct of its busi-
ness, and may erect and maintain poles and wires along the public roads
and highways of Lee and adjoining counties in the state of Virginia: pro-
vided, that travel along said roads be not interfered with, and the real
estate to be held by said company not to exceed fifty acres in said county
of Lee.

5. The persons named in the first section of this act shall be held suffi-
cient, and they are hereby, constituted, a corporation duly organized
under the laws of this state, and the officers thereof for the present vear,
and until their successors shall be duly elected, shall be L. C. Shelburn,
president; Henry Nicoll, vice-president; A. G. Hyatt, secretary and
treasurer; and the directors, L. C. Shelburn, Henry Nicoll, A. G. Hyatt,
J. N. Duff, P. R. Duff, and A. M. Miller, all of whom are residents of
Lee county, Virginia.

6. The said company shall have power to connect or make traffic
arrangements for the interchange of business with any other telephone
company or companies heretofore or hereafter incorporated, and may
acquire and hold the necessary and convenient patents and property. Also
the said company may acquire by purchase or lease any of the property
or rights of any other telephone company, and may make any contract
with such other company consistent with the laws of this state.

?. The said company shall have the power to borrow money for its
purposes, and to issue its notes and bonds therefor, and to secure the
same by mortgage or deed of trust upon its property, works, and fran-
chises or otherwise.

8. The principal office of the said company shall be in the town of
Pennington Gap, Virginia, at which place it shall hold annual meetings
on the last Saturday in December of each year hereafter.

9. This company shall pay all taxes and dues to the commonwealth of
Virginia in lawful money of the United States of America.

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