Chap. 34.—An ACT to incorporate the Brookneal mill and power company.
Approved February 2, 1901.

1. Be it enacted by the general assembly of Virginia, That Doctor Walter
L. Williams, James M. Lawson, Charles Morelle Bruce, James D. Bruce
and William Cabell Bruce, and such other persons as may hereafter be
associated with them, their successors and assigns, be, and they are,
hereby constituted a body, politic and corporate, ‘under the name of the
Brookneal mill and power company, and by that name shall have per-
petual succession and the power to adopt, make and use a common scal,
and the same to break, alter, renew or change at their pleasure. and shall
he competent to sue and be sued, plead and be impleaded, in all courts of
law and equity; to acquire, hold and dispose of property—real, personal
or mixed, and to make, ordain and establish, from time to time, so far
as they can do so consistently with the terms of this act, and the laws of
this State and the United States, such by-laws, ordinances and regula-
tions for the government of said corporation, and the conduct ef its
business and affairs as they may decin necessary or expedient, and to
alter, amend, repeal or abolish, from time to time, so far as they can do

so consistently with the terms of this act, and the laws of this State and
the United States, and may deem necessary or expedient, all such by-
laws, ordinances and regulations; and generally may do and perform any
and all acts and things necessary or proper to be done or performed by
aga to attain the ends for which said corporation is instituted.

That said corporation is created for the purpose of establishing,
erecting, maintaining, conducting and operating at or near Brookneal, in

Campbell county, in the State of Virginia, a mill or mills for the manu-
facture of any or all kinds éf cotton fabries, goods, stuffs or products,
and for establishing, erecting, maintaining, conducting and operating
at or near Brookneal any other kinds of mills or manufactories, and of
selling, transporting, distributing and delivering such cotton fabrics,
goods, stuffs or products, and the manufactured or finished products of
such other kinds of mills or manufactories, and with a view to, and as a
part of said operation, of accumulating, developing and utilizing the
whole power of the waters of the Staunton river, and all its channels,
effluents and branches above Scott’s or Brookneal ferry, or so much
thereof as they may deem necessary or proper.

3. That for the purpose of accumulating, developing and utilizing
the whole power of said waters as aforesaid, or so much thereof as it may
deem necessary or proper, the said corporation is hereby fully authorized
and empowered to construct and erect a dam across said river at some
point between the mouth of the Still house branch or the foot of the
Scott islands and Wickliffe’s lower line on said river above Scott's or
Brookneal ferry, of sufficient height to pond the waters of said river and
all its said channels, effluents and branches back the entire fall of eigh-
teen feet, more or less, in said river, between the mouth of said Still
House branch, and the big rock up stream on the brink of said river on
the Campbell county side, eight thousand three hundred and seventy
feet, more or less, from the mouth of said Still house branch: being the
rock from which said entire fall of eighteen feet, more or less, in said
river was lately computed by Captain Marcellus French, of Houston, in
said State of Virginia, civil engineer and surveyor, and also to extend, as
far as may he necessary or proper, construct, erect and abut the ends or
wings of said dam on lands on either side of said river, including (subject
to such terms as may be agreed upon between the said corporation and tha
authorities having control of such road, or whenever said corporation
shall have made an equally convenient road in lieu thereof), the bed of
the public road leading down across the Scott low grounds to said ferry ;
and also to make, build, construct and erect in, or upon lands on, along
or near said river, or any of its said channels, effluents and branches, in-
cluding (subject to such terms as may be agreed upon between said cor-
poration and the authorities having control of such road, or whenever
said corporation shall have made an equally convenient road in liew
thereof), the bed of said ferry road; such auxiliary dams, walls, bulk-
heads, dykes, mounds, embankments. barriers, canals . ditches, waterways
culverts. conduits and ese apes, or other agencies as may be necessary or
proper to confine the waters of said river, or any of its said channels,
efluents and branches. within the limits of the pond proposed to be
formed by the erection of said main dam and its said wings, or to facili-
tate or divert the flow of streams or waters tributary thereto; and also ta
miike, create, erect or construct such other hydraulic works or agencies as
may be necessary or proper for the efficient maintenance and operation
of said pond, and its accessories; and also to pond the waters of said
river and all its said channels, efiluents and branches back to the big rock
hereinbefore mentioned as aforesaid, and to overflow, flood or pond back
upon all lands, including all rocks, sand-bars, islets or islands, and espe-
cially the group of islands and islets above said ferry known as the seven
islands, in, on, along or near said river and its said channels, effluents
and branches, or in, on, along or near streams, brooks, water courses,
ditches, gulches, sinks, hollows, depressions or surfaces flowing thereinto.
or adjacent thereto, that would or might be overflowed, flooded or ponded
back upon as the result of the erection of a main dam across said river
as aforesaid, of sufficient height; with wings as aforesaid, and with such
auxiliary agencies as may be necessary or proper as aforesaid to pond the
waters of said river, and all its said channels, effluents and branches back
to the big rock hereinbefore mentioned; and also to submerge, overtlow
and flood such lands as it may be necessary or proper to submerge, over-
flow or flood for the purpose of securing the free, full, safe and convenient
escape and return into said river of the waters thereof, after passing said
main dam; and also generally to do and perform any and all acts and
things, and exercise any and all powers, rights and privileges that it may
he necessary or proper for it to do and perform or exercise for the pur-
poses of any part or parts of the whole scheme of hydraulic development
outlined in this section of this act, or for the purpose of securing to it
the sole, exclusive and untrammeled possession, enjoyment, use and
benefit of said pond and its accessories; and also for any or all of said
purposes, whether particularized or not, to take, reccive or acquire by
gift, grant or purchase, or by any other ordinary mode of acquisition, in
fee simple, or otherwise, and to take, appropriate, or acquire by condemn-
nation in fee simple, all such Jands and their appurtenances, and all
such inemporeal hereditaments, rights, riparian or otherwise, easements
and privileges, in lands and their appurtenances, as may be yecessary or
proper for any or ell said purposes, the legal requirements, rules, condi-
tions and procedure in case of condemnation to be the same as those
prescribed by sections one thousand and seventy-four to one thousand and
ninety-one, both melusive, of the Code of Virginia relating to condemna-
tions by internal improvement companies and other corporations, except
that the report of the commissioners and other proceedings shall be so
framed and pursued as to clearly distinguish between lands strictly
speaking and their appurtenances on the one hand, and incorporeal
hereditaments, rights, riparian or otherwise, easements and privileges,
in lands and their appurtenances on the other; and also so often and so
far as said corporation may deem necessary or proper to maintain and
keep in good working order and repair, rebuild or reconstruct said main
dam, and its said wings, said auxiliary agencies, said pond, and all other
hydraulie works or agencies belonging to any part or parts of said whole
scheme of hydraulic development; and also to exercise all rights and
powers conferred upon internal improvement companies by sections one
thousand and seventy-two and one thousand and ninety-nine of said
Code, or any acts amendatory thereof: provided, that the passage of fish
up and down said river, despite said main dam, shall be secured by fish
ladders, or other devices or means; and provided further, that no powers
of condemnation whatsoever shall be exercised under this act until said
corporation has become the owner of a parcel or tract of land on one
side or the other of said river at the point where said main dam is to be
located, whereon it shall propose to build at least one mill or manu-
factory.

4, That said corporation may apply the power of said river and its
said channels, effluents and branches so accumulated and developed, in
its natural form, directly or indirectly, to its uses, and in order to do so

may make, create, build, construct, erect, lay, maintain and operate such
buildings, structures, machinery, appliances, agencies, devices, reservoirs,
ponds, dams, water-wheels, water-gates, canals, ditches, sluices, flumes,
races, waterways, waste-ways, pipes, conduits and other means as may
be necessary or proper for that purpose, or the other purposes mentioned
in this section, and may sell, lease or otherwise dispose of, upon such
terms as may be agreed upon between the parties, any surplus of such
power over and above its own uses, to any and all other persons, natural
or artificial, desiring to use the same; or, but this provision is not
intended to be alternative merely, it may build, erect, maintain and
operate a power-house or power-houses, supplied with all necessary and
proper engines, machinery and equipments, and generate electricity with
said power, and apply said electricity by and through all necessary and
proper agencies of transmission and distribution, which said agencies
it is hereby empowered to create and establish, to its own uses, for heat,
light or power, or any and all other uses to which the electric current
may now or at any time hereafter be applied or applicable, and may sell,
lease or otherwise dispose of, upon such terms as may be agreed upon
between the parties, any surplus of such electricity over and above its
own uses, for any or all of the same purposes, to any and all other
persons, natural or artificial, desiring to use the same; but this section
is not to be taken as denying to said corporation the right to use steam
or oy other kind of power for its uses, supplementally or otherwise.

That said corporation is hereby further authorized to take, receive.
purchase and acquire by any ordinary mode of acquisition, all property.
land, ineorporeal hereditaments, rights, riparian or otherwise, easements
and privileges that may be necessary, proper or convenient for the pur-
poses of the preceding section, and may in like manner acquire all neces-
sary and proper parcels or tracts of land and sites for its mills, manufac-
tories, outbuildings and tenements for its offices, agents, employees.
operatives and servants, and such other buildings, structures or improve-
ments as may be rendered necessary or proper by its business, which
may embrace any other businesses, whether manufacturing or otherwise.
that may seem to said corporation capable of being conveniently carried
on in connection with its main operations, or calculated, directly or indi-
rectly, to enhance the value of said corporation’s property or rights, and
may ercct and maintain said mills, factories, outbuildings and tenements,
and such other buildings, structures or improvements thereon.
6. The capital stock of said corporation shall not be less than twenty
thousand dollars, nor more than one hundred thousand dollars, divided
into shares of one hundred dollars each. Subscriptions to said capital
stock may be received by the incorporators herein named, or any three of
them, at such time and place as they may appoint, and with or without
public notice, as they may deem best, and as soon as the minimum
amount of said capital stock has been subscribed, said subscribers may
organize as a corporation, and proceed to the election of a president and
board of directors, and adopt such by-laws, ordinances and regulations,
not inconsistent with the terms of this act. or the laws of this State or the
United States, as may be necessary or expedient for the government of
said corporation, and the conduct of its business and affairs, and there-
after further subscriptions to said capital stock, or any increase thereof.
allowed as hereinafter mentioned. may be received by said president and
board of directors, and subscriptions to said capital stock, or any increase
thereof allowed as hereinafter mentioned, may be made in money, labor,
services, including services and outlays, in promoting the future existence
and operations of said corporation, materials, supplies, machinery,
equipments, plant outfits, land, or any other forms of property—real,
yersonal or mixed—including the capital stock of other corporations,
rights, easements or options, upon such terms and conditions as may be
agreed upon between the said corporation and the subscribers. Na
stockholder of said corporation shall be liable to the creditors of said
corporation for debts, contracts, or engagements, incurred or entered
into by it beyond the unpaid portion of the par value of the stock held
by him. The maximum amount of said capital stock may, from time
to time, after the minimum amount of said capital stock has been sub-
scribed, be increased to an amount not exceeding in the whole, inclusive
of said maximum amount, three millions of dollars, by the circuit court
of the county, or circuit or corporation court of the corporation, wherein
the principal office of said corporation shall be, or by the judge of such
court in vacation, on the application of said corporation, authorized by
a majority of its stockholders in general meeting, as provided by section
eleven hundred and forty-five of the Virginia Code, or any acts amenda-
tory thereof in the case of amendments generally to court or legislative
charters, and each amendment of this charter so increasing said maxi-
mum amount of said capital stock shall be recorded by the clerk of said
court, and in the office of the seeretary of the commonwealth, as is in
said section eleven hundred and forty-five of the Virginia Code, or any
acts amendatory thereof, provided for recording charters, and shall be
as effectual and legal from that time as if originally a part of this charter.
7. That said corporation may acquire by lease, purchase, subscriptions
to, or purchase of their capital stock or otherwise. and hold, use. exercise
and operate the works, plants, property, assets, franchises, rights, privi-
leges and immunities of any other milling or manufacturing corpora-
tions, and said corporation may unite and consolidate with any
such other milling or manufacturing corporations. upon such terms
as may be agreed upon between them, and power is hereby reciprocally
conferred upon such other corporations to transfer by sale, lease or
otherwise, their works, plants, property, assets, franchises, rights,
privileges and immunities to said corporation, or to unite and consoli-
date with it upon such termsas may be agreed upon between them ;
and said corporation may purchase shares of its own stock, and
may either extinguish or yell and transfer the same, and may hold,
manage, enjoy, use, improve, operate and exercise, mortgage, pledge,
incumber, sell, lease or otherwise dispose of the whole or any part of its
works, plants, property, assets, franchises, rights, privileges and immuni-
ties, and may borrow money for any or all of its corporate purposes, and
issue its negotiable bonds, registered or coupon, therefor, and secure the
payment of the same by mortgage or decd of trust, mortgages or deeds
of trust, upon the whole or any part or parts of its works, plants,
property, assets, rights, franchises, privileges and immunities.

8. The principal office of said corporation shall be at Brookneal, or
at the city of Lynchburg: but it may establish such branch oflices else-
where in or out of this State as it may deem necessary or proper.

9. The said corporation shall pay all taxes in lawful money of the
United States and not in coupons.

10. Section cleven hundred and forty-three of the Code of Virginia
shall not apply to said corporation, but the charter granted by this act
shall be perpetual, subject to the right of the general assembly to amend
or repeal it at its pleasure, at any time after fifteen years from the
organization of said corporation.

11. This act shall take effect from the date of its passage.