SEC. 12. The company is hereby authorized to issue bonds under the Authorized to issue mortgage seal of the company, signed by the president or other presiding officer bonds, &c. and countersigned by its secretary or treasurer, and such bonds may be made payable at such times and in such manner and at such places in the United States or Great Britain, and bearing such rates of interest, as the directors may think proper; and the directors shall have power to issue, sell or pledge all or any of such bonds at the best price and upon the best terms and conditions which at the time they are able to obtain, for the purpose of raising money for the price of any bonds [lands,] or the erection of any works, or for other purposes of the company. The company may secure the said bonds by mortgage deed upon the whole or part of their real or personal property acquired and to be acquired, and in the said deed the company may grant to the holders of such bonds or to the trustee or trustees named in the deed all the powers and remedies granted in this act in respect of the said bonds, and all other powers and remedies granted by this act not inconsistent with this act.

SEC. 13. The persons named in the first section of this act are hereby Provisional constituted provisional directors of the company, of whom three shall directors. be a quorum, and shall hold office as such until the first election of directors under this act, and shall have power forthwith to open stockholders books and procure subscriptions for stock in the said Books of subscription. company.

SEC. 14. When and as soon as the shares to the amount of forty Organization. thousand dollars in the capital stock of the company shall have been subscribed, this company shall be organized by one of the resident corporators giving twenty days notice in writing to the other corporators to meet in the town of Thomasville, North Carolina, for that purpose, and a majority of the corporators shall constitute a quorum Quorum. for the transaction of business.

SEC. 15. The shareholders in general meeting assembled may choose Directors. not more than nine nor less than three persons to be directors of the company, of whom three shall be a quorum.

SEC. 16. That thereafter the annual general meeting of the share- Stockholders holders of the company, for election of directors and other general meetings. purposes, shall be held at such place and on such day and upon such notices as may be provided for by the by-laws of the company.

SEC. 17. That at all general meetings of the company every stock- Stock-vote. holder shall be entitled to as many votes as he owns shares in the company, and may vote in person or by proxy. Election of directors Vacancies. shall be by ballot: vacancies occurring in the board of directors may

be filled by the board from among the qualified shareholders of the
company. The directors shall from time to time elect from among Officers.
themselves a president and vice-president of the company and such
other officers as may be necessary.

Special meetings.

Powers of directors.

When stock transferable.

Directors may refuse to allow transfer, &c.

Non-liability of company as to trusts, dividends, &c.

Liability of

estates in hands

SEC. 18. The shareholders representing one-fourth of the stock of the company shall at all times have the right to call a special meeting thereof for the transaction of any business specified in writing, giving two days notice stating the object of such meeting.

SEC. 19. That the directors of the company shall have full power to make all by-laws, not contrary to law or to this act, for the regulation of the affairs of the company, for the establishment of a head office and branch offices, for making calls upon stock subscribed; they shall have full power to manage the affairs of the company, make or cause to be made for the company any description of contract which the company by law may enter into.

SEC. 20. That no share shall be transferable until all previous calls thereon have been fully paid in.

SEC. 21. That the directors may refuse to allow the entry into any such book of transfer of stock whereon any call has been made which has not been paid in.

SEC. 22. That the company shall not be bound to see to the execution of any trust, whether express, implied or constructive, in respect of any share, and the receipt of the shareholder in whose name the same stands in the books of the company shall be a valid and binding discharge of the company for any dividend or money payable in respect of such share, whether or not notice of such trust has been given to the company, and the company shall not be bound to see to the application of the money paid upon such receipt.

SEC. 23. That no person holding stock in the company as an execuof executors, &e. tor, administrator, tutor, curator, guardian or trustee shall be personally subject to liability as a shareholder, but the estates and funds in the hands of such person shall be liable in like manner and to the same extent as the testator or intestate or minor ward or the person interested in such trust fund would be if living and competent to act and holding such stock in his own name, and no person holding such stock as collateral security shall be personally subject to such liability, -but the person pledging such stock shall be considered as holding the same and shall be liable as a shareholder accordingly.

Representation of pledged stock.

Call for subscriptions.

SEC. 24. That every person who pledges his stock may nevertheless represent the same at all meetings of the company and may vote said stock as if it had not been pledged.

SEC. 25. That the directors of the company may call in and demand from the shareholders thereof respectively all sums of money by them subscribed at such times and places and in such payments or installments as the by-laws of the company require or allow, and interest shall accrue and fall due at the legal rate for the time being upon the amount of any unpaid call from the day appointed for the payment of such call.

SEC. 26. That the company may enforce the payment of all calls

and interest thereon by action in any court of competent jurisdiction Enforcement of
calls.
in the same manner as any other debt.
SEC. 27. That if after such demand or notice as the by-laws of the Remedy against
subscriber failing
company may prescribe or allow, any call made upon any share or to pay.
shares is not paid within such time as prescribed in such call, then
the directors may in their discretion advertise said shareholder's
stock, giving thirty days notice by advertising in one or more news-
papers published in the county in which the chief office of the com-
pany is located in North Carolina, and sell the same and apply the
proceeds thereof or so much as is necessary to pay said unpaid por-
tion of said stock, and the residue, if any, shall be turned over to said
shareholder, his administrators or assigns.

SEC. 28. The directors of the company shall not declare or pay any No dividends dividends when the company is insolvent.

SEC. 29. Every contract, agreement, engagement or bargain made, and every bill of exchange drawn, accepted or endorsed, and every promissory note and check made, drawn or endorsed in behalf of the company by any agent, officer or servant of the company in general accordance with his powers as such under the by-laws of the company shall be binding upon the company, and in no case shall it be necessary to have the seal of the company affixed to any such con. tract, agreement, bargain, bill of exchange, promissory note or check, or to prove that the same was made, drawn, accepted or endorsed, as the case may be, in pursuance of any by-law or special vote or order, nor shall the parties so acting as agent, officer or servant of the company be thereby subjected individually to any liability whatsoever to any third party therefor.

when company
is insolvent.

Liability of com-
pany for acts of

agents, &c.

SEC. 30. All laws or clauses of laws in conflict with this act are Conflicting laws inoperative. hereby declared inoperative as regards it.

SEC. 31. This charter shall take effect and be in force from and

after its ratification.

Ratified the 6th day of March, A. D. 1893.

CHAPTER 311.

An act to incorporate the Gordon Manufacturing Company.

The General Assembly of North Carolina do enact:

SECTION 1. That J. Gordon Hackett and Richard N. Hackett, Incorporators. together with all other persons and corporations as shall be associated with them and become stockholders in the corporation hereby incorporated, their successors and assigns, be and they are hereby constituted a body politic and corporate by and under the name and title

Corporate name.
Corporate pow-

org.

Corporate seal.

Corporate pow

ers.

Corporate pow

ers.

of "The Gordon Manufacturing Company," by which name the said incorporation may sue and be sued, plead and be impleaded, appear, prosecute and defend in any court of law or equity whatsoever, and in all suits or actions; contract and be contracted with, and shall have the privileges and rights hereby specially granted, and such as may be necessary to the full exercise and enjoyment of the same. The said corporation shall also have perpetual succession and enjoy all the rights and privileges, liberties and immunities, franchises and powers conferred upon and pertaining to other corporate bodies and not forbidden by the laws of the United States and of North Carolina. SEC. 2. That said corporation shall have the right to and may make and use a common seal and alter the same at pleasure.

SEC. 3. That said corporation is hereby authorized and empowered to contract, transact and carry on in all its branches the manufacture and sale of cotton and woollen goods, either or both, of all descriptions whatsoever; also any and all goods, wares and merchandise of every kind and sort made of and from jute, hemp, flax and leather, or any other material whatsoever; to spin, dye, weave, print, bleach and finish, manufacture and sell all kinds of cloths, prints, warps, yarns, and all goods, wares and merchandise of every kind, sort and description made of wool or cotton, or of which wool, cotton or other fibrous articles may form a part, and any other articles of like nature and kind whatsoever. And said corporation may buy and sell and deal in goods, wares and merchandise of every kind and description at its will and pleasure; and may erect, own and operate, or cause to be run and operated flour-mills, grist-mills, saw-mills, all kinds of mill buildings, machine and work-shops, stores, dwellings, and other business premises, and may maintain them as may be requisite or necessary to carry on its business. Said corporation is hereby authorized to carry on tanning, carry on and to manufacture and repair agricultural and mechanical tools and implements, wagons, and all other things whatsoever may seem fit out of iron, wood, or other material or thing, or the combination of any or all other materials or things; and to buy, manufacture and sell and deal in any or all of the matters or things herein mentioned, alluded to or intended, and all kinds of property, and to engage in any species of manufacturing enterprise.

SEC. 4. That said corporation, its successors and assigns, is hereby authorized and empowered to take by purchase or other operation of law, to hold, own, lease or otherwise acquire; and to sell and convey, mortgage and lease lands and tenements and hereditaments, and all manner of real and personal property, including cotton-mills and factory houses, water-power, mineral rights, roads, tramways, or any other kind of property whatsoever, to such an extent as it shall seem proper and as full as citizens of the state can or may do. And said corporation is hereby authorized to pay for such real and personal

property as it may purchase or otherwise acquire with and by its capital stock.

SEC. 5. That said corporation shall have the right, power and Corporate powauthority to lay out, build, construct and equip with rolling and other ers. stock and to operate such roads, whether tram, plank or turnpike, and also canals, aqueducts, waste-ways, mills, watercourses, bridges or other ways of transportation of its property or trade, and to construct such dams and obstructions in and across Reddie's river and such reservoirs as shall be needful for the supply of water for its mills, factories and other works, or for any purpose found necessary: Provided, that in so doing the vested rights of no other persons are Proviso. not interfered with in any unreasonable manner; and said corporation shall have the power to erect and establish and maintain such telegraph and telephone lines and apparatus as may be necessary; and shall also have the power to erect and operate street-car lines in and between the towns of North Wilkesboro and Wilkesboro, and shall likewise have the right, power, charter and franchise hereby to charge such tolls, fees and compensations as is reasonable for the use, service or travel over such telegraph or telephone lines, roads or bridges and car lines; and may also have the right to establish waterworks and mains for the towns of North Wilkesboro and Wilkesboro; also may have the right to establish and maintain an electric light plant to be used in said town and in the factories and buildings belonging to said corporation, or may rent or lease the power to operate street-car lines, water-works or electric lights to any other company; and when any land or right-of-way shall be required by Condemnation of said corporation for constructing any turnpike roads, tramways, cart-way, canals, bridges, telegraph and telephone lines, street-car lines, electric lights and water-mains, wells, dams, obstructions and reservoirs, and for want of an agreement as to the value thereof or for other causes the same cannot be purchased from the owners, the same may be taken and condemned and the value thereof ascertained in the manner prescribed by the laws of the state in chapter fortynine of The Code, entitled "Railroads and Telegraphs": Provided, Proviso. that the powers, privileges and rights conferred by this charter shall not apply to any land or street or alley within the corporate limits of North Wilkesboro, except land owned in fee simple by the said Gordon Manufacturing Company.

SEC. 6. The stockholders at a regular general meeting, or at a meeting called for that purpose after a notice of at least ten days given each stockholder by circular or advertisement in some newspaper published in Wilkes county, state of North Carolina, by resolution may authorize money to be borrowed by the corporation for the purpose of aiding the conduct of its business, and shall prescribe how much and how the same shall be borrowed and how secured.

land.

Authorized to borrow money.