Chap. 204.—An ACT to ratify, confirm, and amend the charter of the Monticello
healty Company and its financial plan, and to give it additional powers.

Approved March 15, 1902.

Whereas, the corporation court of the city of Norfolk did, on the
twenty-fourth day of July, in the year eighteen hundred and. ninety-six,
grant a charter of incorporation to the Monticello Realty Company,
which was on the twenty-seventh day of July, eighteen hundred and
ninety-six, duly lodged and recorded in the office of the secretary of the
Commonwealth, as follows:

Virginia :
Corporation court of the city of Norfolk:

To all to whom these presents come—grecting :

Whereas, D. Lowenberg, T. R. Ballentine, C. W. Grandy, Caldwell
Hardy, and Joseph B. Sanford, desiring to form a joint-stock company,
have made, signed, and acknowledged a certificate in writing setting forth
such facts and statements as are for such matters provéded and required
by the laws of the State of Virginia, requesting that a charter of incor-
poration: be granted them under the name of Monticello Realty Com-
pany, upon the terms therein set forth, and have by their counsel pre-
sented the said certificate to the corporation court of the city of Nor-
folk, in the State of Virginia, where is to be located the principal office
of the said company ; and, .

Whereas, after due consideration it seems proper to grant the said
charter of incorporation upon the terms set forth in the said certificate,
and such others as may be hereinafter set forth: now, therefore, the cor-
poration court of the city of Norfolk, in the State of Virginia, doth
hereby adjudge, order, and decree that—

I. D. Lowenberg, T. R. Ballentine, C. W. Grandy, Caldwell Hardy,
and Joseph B. Sanford, and such others as may now or hereafter, from
time to time, be associated with them according to law, and their succes-
sors, shall be, and hereby are, created and constituted a body politic and
corporate under the name of Monticello Really Company. Said com-
pany shall have all the general powers and be subject to all the general
restrictions conferred and imposed by the laws of the State of Virginia,
and all acts amendatory thereof.

II. The said company shall have power to erect an hotel in the city of
Norfolk, Virginia; to engage in the business of managing, conducting, or
running such hotel, and to lease, sell, or otherwise do with or dispose of
the same; to engage in the various enterprises and businesses appurte-
nant and incidental to the hotel business or management; to purchase,
lease, or otherwise acquire, hold, improve, manage, develop, lease, sell,
convey, or otherwise do with or dispose of all sorts of property—real,
personal, and mixed—in the State of Virginia and elsewhere. Said com-
pany shall have power to borrow and loan money; to enter into and
make contracts and covenants; to issue first preferred stock and second
preferred stock, either or both, and to designate, fix, and regulate the
amount of such respective preferments, and the conditions of the issue
of same; to issue common stock; to issue bonds and notes, and to secure
the payments of same by mortgages, deeds of trust, or by otherwise con-
veying or hypothecating its property and assets; to subscribe to and pur-
chase stock of other companies, and to hold, sell, hypothecate, or other-
wise do with or dispose of the same. And said company shall have all
the powers necessary and convenient for the carrying out of the objects
and purposes herein set forth and indicated, and such others as may come
within the legitimate scope of its business and the objects and purposes
aforesaid.

III. The capital stock of the said company shall be not less than one
hundred and fifty thousand dollars and not more than five hundred thou-
sand dollars, the same to be divided into shares of the par value of one
hundred dollars each.

The said company or the incorporators shall have the power to deter-
mine how subscriptions to its capital stock may be received, and no
notice of the time and place of receiving such subscriptions shall be neces-
sary. It may increase or diminish its capital stock from time to time in
such manner as it may elect within the limits above prescribed. It shall
also have power to determine the time or times at which its preferred
stock may be paid off and retired.

IV. The amount of real estate to be held by the said company shall not
exceed one hundred acres at any one time.

V. The principal office of the said company shall be in the city of
Norfolk, in the State of Virginia.

VI. The chief business to be transacted by the said company shall be
to erect on land to be acquired by it an hotel in the city of Norfolk,
Virginia; to maintain, manage, and conduct the hotel business in all its
branches; to lease, sell, or otherwise do with or dispose of the said hotel
and property, and gencrally to exercise the powers and functions set
forth in section two of this charter.

VII. The names and residences of the officers who for the first year
shall manage the affairs of the company are as follows—to-wit :

Officers—D. Lowenberg, president, Norfolk, Virginia; T. R. Ballen-
tine, vice-president, Norfolk, Virginia; C. W. Grandy, secretary and
treasurer, Norfolk, Virginia.

Directors—The president, vice-president, and secretary and treasurer
of the company, who shall be directors ex-officio, and Caldwell Hardy,
Norfolk, Virginia: Joseph B. Sanford, Jersey City, New Jersey; Sylvanus
Stokes, Baltimore, Maryland.

VIIE. The said company shall pay in current money of the United
Sates of America all taxes and other demands against it due or which
may hecome due the State of Virginia; and,

Whereas, the financial plan adopted by the subscribers to the stock of
said company provided as follows :

The capital stock of said company shall not be less than one hundred
and fifty thousand dollars nor more than five hundred thousand dollars,
divided into classes as follows:

First preferred stock, which shall be entitled to a cumulative dividend,
to be computed from the average date of the payments therefor at the
rate of six per centum per annum before any of the other classes of stock
shall receive any dividend, and in case of a distribution of the assets of
the company other than current earnings, is to be entitled to priority
over the other classes of stock as to its face value, but in voting power
It is to rank only with the other classes of’stock, and is not to be en-
titled to any greater rate of dividend of the current earnings than the
suid six per centum cumulative dividend, no matter how large a dividend
of the current carnings may be declared.

Second preferred stock, which, after the payment of the cumulative
dividend of six per centum hereinbefore mentioned to the first preferred
stock, shall be entitled to a cumulative dividend to be computed from the
average date of the payments therefor at the rate of six per centum per
annum before the common stock shall receive any dividend, and in case
of a distribution of the assets of the company other than current earn-
ings, is to be entitled to priority over the common stock as to its face
value, but in voting power it is to rank with the other classes of stock,
and is not to be entitled to any greater dividend of the current earnings
than the said six per centum cumulative dividend as above provided, no
matter how large a dividend of the current earnings may be declared.

Common stock, which shall be entitled to no dividend until after the
1X per eentum cumulative dividends above provided for the first pre-
ferred and for the second preferred stock are fully paid, but, after the
payment of such six per centum cumulative dividends to the other classes
of stock as above provided, shall be entitled to all the dividends of the
current earnings over and above such six per centum cumulative divi-
dends that may be declared, but in voting power it shall rank with the
other classes of stock, and in case of any distribution of the assets of the
company other than current earfiings, shall not be entitled to receive
anything until the full face value of the other classes of stock is paid.
it not being proposed to issue at that time anv common stock, but certifi-
cates transferable by endorsement, which would entitle the holder to re-
celve common stock as therein provided as soon as legislative authority
could be obtained authorizing the issue of such common stock as fully
paid; and,

Whereas, it was also proposed in said financial plan to issue at once
one hundred and twenty-five thousand dollars of first preferred stock,
(ifty thousand of second preferred stock, and one hundred and twenty-
five thousand dollars of such certificates, and each subscriber to the first
preferred stock should, as soon as his subscription was fully paid, be
entitled to receive a certificate entitling him to an equal amount of com-
mon stock as soon as the proper legislation could be obtained to au-
thorize the isssue thereof as fully paid; and |

It was also further proposed to confer upon the board of directors the
power to issue, as soon as, in their judgment, the interest of the com-
pany should require it, twenty-five thousand dollars, face value, of addi-
tional first preferred stock, together with twenty-five thousand dollars,
face value, of additional certificates, the subscribers to such additional
first preferred stock to be entitled to an equal amount of such certificates
in the same manner and upon the same terms as the subscribers to the
original issue of first preferred stock, and that the subscriptions to the
first preferred stock, and also to the second preferred stock, would be re-
ceived at par; and,

Whereas, by said financial plan it was further proposed to issue one
hundred and eighty-five thousand dollars of first mortgage bonds,
and that the financial plan should be subject to change by the board of
directors, or by the stockholders in their discretion ; therefore,

1. Be it enacted by the general assembly of Virginia, That the said
charter of the Monticello Realty Company be, and the same hereby is,
ratified and confirmed, except in so far as the officers thereof may have
heen changed in the meanwhile, in which event such change of officers
is also ratified and confirmed.

2. That the said company be, and it hereby.is, authorized to issue
common stock as provided in its financial plan in lieu and in considera-
tion of the certificates therein mentioned, which common stock shall
be considered as fully paid, and there shall be no individual liability
upon the takers or holders of the same in reference thereto.

3. That the financial plan of said company, as above set forth, be, and
the same hereby is, ratified and confirmed: provided, however, and the
power is hereby given to said company not only to issue bonds to the
amount above mentioned, but also, from time to time, to any other
amount that it may see fit, and to secure the same by a mortgage or
inortgages, or deed of trust or deeds of trust, upon all its works, prop-
erty, and franchises, or any part thereof: and provided, further, that
said company, acting herein by its board of directors, shall have power to
call in, retire, and cancel, at such time as the board of directors may deem
best, its issue of first preferred stock, and to issue in lieu thereof bonds of
the company, to bear interest at the rete of six per centum per annum,
payable semi-annually, and to secure the same by a second mortgage or
deed of trust upon the works, property, and franchises of the company.

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