Chap. 325.—An ACT to incorporate the Virginia equipment company.

Approved February 16, 1901.

1. Be it enacted by the general assembly of Virginia, ‘That Charles
Adamson, Horace G. Williams, C. L. Pullen, W. C. Patterson and Wil-
liam Devine, or such of them as may accept the provisions of this act,
their associates, successors and assigns, be, and they are, hereby incor-
porated and made a body, politic and corporate, under the name and style
of the Virginia equipment company, and as such are authorized and em-
powered to manufacture, buy, sell, lease, own and operate steam loco-
motives, electric motors and motor machinery of all other kinds. pas-
senger cars, freight ears and other rolling stock suitable for use on steam
railroads, street railways and tramways, and to enter into and perform
contracts with companies operating steam railroads, street railways and
tramways for the use on their lines of the equipment of the company
hereby incorporated, on such terms and conditions as may be agreed upon
between them.

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, and shall have, possess
and enjov all the rights and privileges of a corporation or body politic
in the law and necessary for the purposes of this act.

3. The capital stock of the said company shall not be less than five
thousand dollars, and may from time to time be increased to any amount
not exceeding ten thousand dollars, by the issue and sale of shares of pre-
ferred or common stock, or both, upon such terms and conditions and
under such regulations as the board of directors of said company shall
prescribe, the par value of which shall be one hundred dollars each, and
the directors may receive cash, labor, materials, bonds, stock, real or per-
sonal property, patent rights and other rights in payment of subscrip-
tions to the capital stock, at such valuation and at such prices as may
be agreed upon between the directors and subscribers, and may make
such subseriptions pavable in such manner or amounts and at such times
as may be agreed upon with the subscriber, and whenever ten shares shall
have been subscribed to and the sum of one hundred dollars paid in cash,
the subscriber, under the direction of the incorporators hereinbefore
named, who themselres shall be subscribers, may organize the said com-
pany by electing a president and board of directors, “and by electing and
providing for the appointment of such other ollicers as may be necessary
for the contro] and management of the business and affairs of said com-
pany, and thereupon they shall have and exercise all the powers and
functions of a corporation under their charter and the laws of this state.

+. It shall be lawful for said company to borrow money and issue and
sell its bonds, from time to time, for such sums and on such terms as its
board of directors may deem expedient and proper for any of the pur-
poses of the company, and may secure the payment of said bonds by
mortgages or deeds of trust upon all or any portion of its property—

real, personal and mixed—its contracts and privileges, and its chartered
rights and franchises, including its franchise to be a corporation; and it
may, as the business of the company shall require, sell, lease, convey and
encumber the same.

5. It shall be lawful for said company to guarantee, subscribe to,
and hold shares in the capital stock of, or the bonds of any railroad, man-
ufacturing, or other corporation chartered under the laws of the state
of Virginia, or any other state: and any such railroad, manufacturing,
or other corporation may subscribe to, guarantee, or hold the stocks or
honds of the said company.

The said company is authorized and empowered to consolidate and
merge its stock, property and franchises with and into those of any other
company or companies chartered by the general assembly of the state of
Virginia, upon such terms and under such name as may be agreed upon
between the companies so merging or consolidating: and for that pur-
pose power is hereby given to it and such other company or companies
to make and carry out such contracts as will facilitate and consummate
such merger or consolidation, or any lease or sale: provided, that a copy
of every such contract of anv consolidation and merger be filed in the
office of the board of public works.

7. The said company may acquire by gift, donaticn or purchase and
own such real estate as may be necessary or convenient for its purposes,
and may encumber or dispose of the same at will.

8. Each stockholder in the company shall, at all meetings or elections,
be entitled to one vote for each share of stock registered in his name.
And the stockholders of said company may enact such by-laws, rules and
regulations for the management of the affairs of said company as thev
may deem proper and expedient.

9. The board of directors shall he stockholders of said company, and
shall consist of such number as the stockholders may determine upon.
and shall he elected at the stockholders’ annual meeting, to be held on
such days as the by-laws of the company mav direct. and shall continue
in office for the term of one vear from and after date of their election,
and until their successors are elected, and accept the duties of the office.
and they shall appoint one of their number president. and in case of the
death, resignation or incapacity of any member of the board of directors
during his term of office, the said board shall elect his successor for the
unexpired term.

10. The board of directors may establish offices and agencies at sucn
places as they may deem proper; but the principal office of the company
shall be located in this state.

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

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