Chap. 167. An ACT to ratify and confirm the charter of the long distance
telephone company of Virginia, and to give it additional powers.

Approved February 15, 1901.

Whereas the circuit court of the county of Augusta, Virginia, did, on
the twenty-sixth day of June, in the year nineteen hundred, grant a
charter of incorporation to the Long distance telephone company of Vir-
ginia, which was duly lodged and recorded in the secretary of the com-
monwealth’s office, and which is in the following words and figures—
to-wit:

To the Honorable 8. H. Letcher, judge of the circuit court of Augusta
county, Virginia:

The undersigned, J. R. Kemper, F. M. Hanger, N. C. Watts, Andrew
Bowling, and J. S. Cochran, and such others as may from time to time
be associated with them, desire to form a joint stock company for the
conduct of the business hereinafter set out, and with that end in view
do make, sign, and acknowledge the following certificates as required by
law, and respectfully request that your honor will grant to them a char-
ter on incorporation:

First. The name of the company shall be “The long distance telephone
company of Virginia.”

Second. The purpose for which said company is formed is to construct,
equip, maintain, and operate lines of telephone or telegraph, or both, and
telephone exchanges throughout the state of Virginia, and the other states
and territories of the United States and the District of Columbia. To
construct and acquire by lease, purchase or otherwise, and maintain and
operate telephone and telegraph lines, or either, with all necessary fixtures
and appliances in, under, and along the streets, alleys and highways, and
through, across, or under the waters of this state, in any city, town, or
county in the state of Virginia.

Third. The minimum capital of said company shall be twenty thou-
sand dollars, and the maximum one hundred thousand dollars, to be di-
vided into shares of one hundred dollars each.

Fourth. The real estate held by said company shall not exceed five
thousand acres.

Fifth. The principal office of said company shall be at Staunton, Vir-
ginia. The board of directors may establish offices and agencies at such
points as they may deem proper. .

Sixth. The chief business of said company shall be the operating of
telephone lines and exchanges between points in the state of Virginia.

Seventh. The names and residences of the officers, who for the first
year shall conduct the business of the company, shall be:

President, J. R. Kemper, Staunton, Virginia; secretary and treasurer,
W. iH. Laughlin, Staunton, Virginia; directors, F. M. Hanger, Staunton,
Virginia; N. C. Watts, Staunton, Virginia; Andrew Bowling, Staunton,
Virginia; J. S. Cochran, Folly Mills, Virginia; Edward Echols, Staun-
ton, Virginia; J. F. Clemmer, Middlebrook, Virginia; F. W. Sims,
Louisa, Virginia; J. H. Grabill, Woodstock, Virginia; C. W. Scott,
Lynchburg, Virginia; W. V. Wilson, junior, Lynchburg, Virginia.
Witness the following signatures this twenty-fifth day of June, nine-
teen hundred.
(Signed) J. R. KEMPER,
F. M. HANGER,
N.C. WATTS,
ANDREW BOWLING,
J.S. COCHRAN.
County of Augusta—to-wit:

I, B. F. Terry, a notary public for the county aforesaid, in the state
of Virginia, do certify that J. R. Kemper, F. M. Hanger, N. C. Watts,
Andrew Bowling, and J. 8. Cochran, whose names are signed to the
foregoing writing, bearing date on the twenty-fifth day of June, nineteen
hundred, have each made, signed and acknowledged the same before me,
in my county aforesaid.

Given under my hand this twenty-fifth day of June, nineteen hundred.

(Signed) B. F. TERRY,
Notary Public.
In the circuit court of Augusta county, June twenty-sixth, nineteen hun-
dred:

Whereas J. R. Kemper, F. M. Tanger, N. C. Watts, Andrew Bowling,
and J. S. Cochran have made, signed, and acknowledged a certificate,
dated on the twenty-fifth day of June, nineteen hundred, which is hereto
attached and made part of this order as required by law for the formation
of a joint stock company, requesting that it be incorporated.

Now, therefore, I, 8. H. Letcher, judge of the cir uit court of Augusta
county, in pursuance of authority vested in me by law, do order:

First. That J. R. Kemper, F. M. Hanger, N. C. Watts, Andrew Bowl-
ing, and J. 8. Cochran, and such others as may hereinafter be lawfully
associated with them and their successors be, and they are, hereby made
a body, politic and corporate, under the name and style of “The long
distance telephone company of Virginia,” under which they shall implead
and be impleaded, and shall have the right to adopt and use a common
seal, and shall have all the rights and privileges, and be subject to all the
burdens and restrictions granted to and imposed by law on bodies politic
and corporate.

Second. The said company shall have power to construct, equip, main-
tain, and operate lines of telephone or telegraph, or both, and telephone
exchanges throughout the state of Virginia, and the other states and ter-
ritories of the United States and the District of Columbia. It may con-
struct and acquire by lease, purchase or otherwise, and maintain and
operate telephone and telegraph lines, or either, with all necessary fix-
tures and appliances, in, under, and along the streets, alleys and high-
ways, and through or across, or under the waters of this state, in any
city, town, or county in the state of Virginia, with the consent of the
council of said city or town, in so far as the same may not be in conflict
with the laws of this state. Shall have the right to make any contract
with any company or individual consistent with the laws of this state.
May subscribe. to the stock or purchase the capital stock, or otherwise
acquire the works, lines, poles, conduits, telephone and telegraph appli-

eee
ances, franchises, rights, privileges, and immunities of any other com-
pany chartered under the laws of this state or any other state or terri-
tory of the United States; and may own, buy, sell, lease, use, operate,
maintain and extend the same. Said company may lease and incumber
by trust deeds or otherwise, and may dispose of any or all of its property,
privileges and franchises hereby granted, or which may hereafter be
granted or conferred upon it, including its right to be a corporation; and
may issue bonds to be secured by liens upon its entire property, or any
part thereof, including its real estate, franchises, rights and privileges.

Third. The minimum capital of said company shall be twenty-thou-
sand dollars, and the maximum one hundred thousand dollars, to be
divided into shares of one hundred dollars each. ,

Fourth. The real estate to be held by said company shall not exceed
five thousand acres.

Fifth. The principal office of said company shall be at Staunton, Vir-
ginia. The board of directors may establish offices and agencies at such
points as they may deem proper.

Sixth. The chief business of the said company shall be the operating
and maintaining telephone lines between points in the state of Virginia
or elsewhere, and operating telephone exchanges.

Seventh. The names and residence of the officers, who for the first
year shall conduct the business of the company, shall be:

President, J. R. Kemper, Staunton, Virginia; secretary and treasurer,
W. H. Laughlin, Staunton, Virginia; directors, F. M. Hanger, Staunton,
Virginia; N. C. Watts, Staunton, Virginia; Andrew Bowling, Staunton,
Virginia; J. S. Cochran, Folly Mills, Virginia; Edward Echols, Staun-
ton, Virginia; J. F. Clemmer, Middlebrook, Virginia; F. W. Sims,
Louisa, Virginia; J. H. Grabill, Woodstock, Virginia; C. W. Scott,
Lynchburg, Virginia; W. V. Wilson, junior, Lynchburg, Virginia.

This charter is granted on the express condition that the said com-
pany shall pay all taxes and dues to become due to the state of Virginia
in lawful money of the United States and not in coupons.

The clerk of this court will enter this order and the certificate in the
proper book in his office, and certify the same to the office of the secretary
of the commonwealth of Virginia, to be in like manner recorded in his
office.

Given under my hand as judge of the circuit court of Augusta county
this twenty-sixth day of June, nineteen hundred.

(Signed) S. H. LETCHER.

1. Be it enacted by the general assembly of Virginia, That the said
charter of the said Long distance telephone company of Virginia be, and
the same is, hereby ratified and confirmed.

2. The said company is hereby expressly authorized and empowered to
have, acquire, and enjoy all the rights and privileges of a corporation
under the gencral laws of Virginia, including all such rights as by said
laws are given to telephone and telegraph companies, and any works of
internal improvement, and he subject to all the regulations and restric-
tions imposed by the laws of the state in relation to such corporations.

3. Said company shall have power to acquire by purchase, lease or con-
demnation, in accordance with the laws of the state of Virginia, on that
subject, or otherwise, all real estate, easements, or franchises necessary
for the convenient erection and maintenance of its lines, poles, conduits,
telephone and telegraph appliances, offices and exchanges, and for the
general conduct of its business.

4. The said company hereby incorporated may acquire by lease, pur-
chase, subscription to, or purchase of the capital stock or otherwise, the
works, lines, poles, conduits, telephone and telegraph appliances, fran-
chises, rights, privileges, and immunities of any other company chartered
under the laws of this state by the legislature or otherwise, or any other
state or territory of the United States or elsewhere, and may own, buy,
sell, lease, use, operate, maintain, and extend the same; and power is
hereby given any other corporation, whether chartered under the laws
of this state or otherwise, to transfer, sell or lease, or by such other con-
tract as may be agreed upon, all of their works, property, franchises,
rights, privileges, immunities, including the right to be a corporation,
to the company hereby incorporated, or to unite and consolidate with it
upon such terms as may be agreed upon between them.

5. The capital stock of the said company shall not exceed one hundred
thousand dollars: provided, however, that the shareholders, at any regu-
lar meeting, or at a meeting called for that purpose, by a vote of the
owners and representatives of two-thirds of the then capital stock may
increase the same from time to time, or may authorize the board of direc-
tors to increase the same: provided, however, that whenever the said
capital stock of the said company shall be increased the said company
shall pay to the state of Virginia such additional sum as to make the
amount of tax paid by this company on its charter equal to the amount of
tax which would have been required had the company originally been
chartered with a capital stock of the maximum to which it has been raised
by the stockholders: and provided further, that there shall be no increase
in the capital stock as is provided for in this section, unless and until
notice of such purpose to increase shall have been given to the auditor
of public accounts and the additional tax shall have been paid, and anv
failure to comply with the provisions of this section as to the additional
tax shall work a forfeiture of all the rights granted by this charter.

6. All taxes and levies assessed against said company shall be paid in
current money, and not in coupons of the bonds of the state of Virginia.

7. All acts and parts of acts inconsistent with this act are hereby
repealed.

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