Chap. 223.—An ACT to incorporate the Lewis Ginter land and improvement
company.

Approved February 15, 1901.

1. Be it enacted by the general assembly of Virginia, That George
Arents, Thomas F. Jeffress, Joanna B. Arents, Minnie KE. Young and
(rrace KE. Arents, or such of them as may accept the provisions of this
act, their associates and successors, be, and they are, hereby incorporated
and made a body, politic and corporate, under the name and style of
the Lewis Ginter land and improvement company, and by that name
shall be known in law, and have perpetual succession, and have power to
sue and be sued, plead and be impleaded, defend and be defended in all
courts, whether in law or in equity; and may make and have a common
seal, and alter and renew the same at pleasure; and shall have, enjoy, and
exercise all the rights, powers, and privileges pertaining to corporate
bodies and to natural persons necessary for the purposes of this act.

2. The capital stock of said company shall not be less than four hun-
dred thousand ($400,000.00) dollars, and shall be divided into shares
of the par value of one hundred ($100) dollars each; and certificates
of stock shall be issued to the subscribers therefor or the purchasers
thereof.

Said certificates shall be signed by the president and countersigned by
the secretary of said company. The said certificates shall be transferable
upon the books of said company by the said subscribers or purchasers,
their personal representatives or assigns, or by their attorney, duly
authorized in writing, attested by one witness.

The said stock shall be non-assessable, and the stockholders shall be
liable only for the price agreed to be paid for stock subscribed for by
them, and no stockholder holding paid-up stock shall be liable to any
contribution or for any debts, liabilities, or obligations of said company.

3. It shall be lawful for said company to increase its capital stock
from time to time to an amount not exceeding eight hundred thousand
($800,000) dollars, and to dispose of its capital stock by subscription or
by the issue and sale of shares under such regulations and at such prices,
and upon such terms as the board of directors shall from time to time
prescribe; and the said board of directors may receive labor, supplies.
materials and other property—real, personal or mixed—in payment of
capital stock, at such valuation as may be agreed upon between the direc-
tors and subscribers or purchasers, and to deliver therefor so many paid-
up shares of stock as may be agreed upon.

And the incorporators hereinbefore named, or anv one or more of
them, may sell and transfer to said company for so much money or paid-
up stock of said company as may be agreed on between them, any prop-
erty, rights, privileges, franchises, contracts, options or other property
of any kind or description whatsoever, owned by them respectively.

4. The said company is authorized to purchase, acquire, hold, sell and
convey lands and interests in lands in the counties of Henrico, Hanover,
Chesterfield and Rockbridge, and in the cities of Richmond and Man-

on
chester, in the state of Virginia; to till, mine and quarry upon the same ;
to construct, operate, lease and sell hotels, dwellings, stores, factories or
other buildings; to erect and maintain bridges and dams, and otherwise
use, develop and improve the same; to lay out, grade and improve streets ;
to furnish gas, electric lights and water, telephones and telephone ser-
vice, and to provide, locate, purchase, erect and maintain all works neces-
sary for the furnishing of gas, electric light and power and water, tele-
phones and telephone service, including all works, wires, pipe lines and
conduits for the reception and distribution of the same; to construct,
purchase, maintain and operate street railways, with horse, steam or
electric power, and to acquire by subscription or purchase the stock or
bonds of any mining, manufacturing, water, gas, electric, street railway
or other improvement company; and to lay out any of its lands in lots
or parcels, with sewers, streets, alleys or parks, and to work, improve and
develop the same, and to lease and sell and dispose of the same, or the
proceeds thereof, as the said company may think proper; and to contract
for, purchase, lease, hold, construct, operate and maintain any work of
internal improvement within the limits of the lands owned by said com-
pany: provided, nevertheless, that if in or for the purpose of carrying
out the powers hereinbefore granted for the manufacture of gas, electric
power or light, and the sale and distribution of the same, or for the fur-
nishing, sale and distribution of water and water power, or for the opera-
tion of any street railway, telephone line or any work of internal improve-
ment, it may become necessary for said company to occupy and use any
part or portion of any public county road or street, alley, park or other
publie property, in either or any of the counties or cities aforesaid, or to
cross the county roads or streets, alleys, parks or other public property
aforesaid, with any of its tracks, wires, pipes, conduits, sewers, bridges,
poles, wires or other works and appliances, either at or above or under
the surface thereof, then in any and every such case, said roads, streets,
alleys, parks or other public property shall only be so used, occupied or
crossed with the permission of the county courts, or of the municipal
councils of the cities and counties aforesaid, and upon such terms and
conditions as they may severally prescribe.

5. Said company is authorized and empowered to mine coal, iron ore.
and other mineral substances, and to manufacture the same for use and
sale; to erect. own, lease or operate furnaces, mills, manufactories,; coke-
ovens, or other works necessary or expedient to the enjoyment of the
privileges herein granted.

6. The five persons first named in this act, or such of them as shall
accept the provisions hereof, shall constitute the first board of directors of
the said company, and shall continue in office until the first meeting of
ihe stockholders thereof.

At such first meeting, and at every annual meeting, so many directors
shall be elected as may be prescribed by the by-laws and regulations of
said company, who may be removed by the stockholders in general meet-
ing: but unless so removed, shall continue in office until their successors
shall be elected and qualify. Each stockholder in the company shall, at
all meetings or elections thereafter, be entitled to one vote for each share
of stock registered in his name.

7. The board of directors shall appoint one of their number president,
and may fill any vacancy that may occur in said board, unless by re-
moval, in which case the same shall be filled by the stockholders in gen-
eral meeting. Whenever the minimum amount of capital stock herein
named shall have been subscribed, and the board of directors shall have
elected a president, said company shall be considered legally organized,
and may proceed to the transaction of business. ‘The board shall appoint,
to hold during its pleasure, the subordinate officers and agents of said
company, prescribe their compensation, and take from them such bonds,
with security, as they may see fit.

8. The board of directors may establish oflices and agencies at such
places as they may deem proper, but the principal oflice of said com-
pany shall be located at some point in the city of Richmond, in this state.
The first meeting of the stockholders shall be called by the board of
directors hereinbefore named, to be held after the minimum amount
of stock shall have been subscribed, and at any time within twelve months
thereafter, and at such place as may be designated by the said board;
and all annual meetings of stockholders thereafter shall be held on the
first Wednesday in February of each year, and at the principal office of
the said company.

A general mecting of the stockholders of the said company shall be
held at any time, as prescribed and provided by the by-laws of the said
company.

9. It shall be lawful for said company to issue or sell its bonds from
time to time for such sums and on such terms as its board of directors
may deem expedient and proper in the prosecution of any of its works,
and for the purchase of lands or otherwise, and may secure the payment
of said bonds by mortgages or deeds of trust upon all or any portion of
its property and franchises, including its franchise to be a corporation;
and may reserve the right to the company, or confer on the holder of any
of the bonds of the company, the right to convert the principal thereof
into stock of the company at any time.

And it shall be lawful for said company to subscribe for, and to hold
shares in, the capital stock of any street railway, water, gas, electric or
other company or corporation, whenever the board of directors of the
company shall deem it to its interest to do so; and any such other cor-
poration may guarantee or hold the bonds or stock of the said company.

10. All taxes due the commonwealth of Virginia by said company shall
be paid in lawful money of the United States and ‘not in coupons.

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