Chap. 29.—An ACT to amend and re-enact the act entitled an act to m-
corporate the Virginia Canal Company, and to transfer the Rights and
Franchises of the James River and Kanawha Company thereto, passed
March 29, 1861.*

Passed February 3, 1866.

Be it enacted by the general assembly, That the act
entitled an act to incorporate the Virginia canal company,
and to transfer the rights and fr anchises of the James river
and Kanawha company thereto, passed March twenty-ninth,
eighteen hundred and sixty-one, be amended and re-enacted
so as to read as follows:

CHAPTER I.
Or THE INCORPORATION OF TITE COMPANY.

Whereas the James river and Kanawha company, at their
called meeting in the month of August, eighteen hundred and
sixty, authorized an agreement to be entered into, and which
was executed by the president of said company, in pursuance
of such authority, between himself and Ernest de Bellot des
Minieres and his associates, under the firm and style of Bel-
lot des Minieres, Brothers and Company, of France, and to
which the board of public works of this state gave its assent,
as evidenced by the signature of its president thereto; which
agreement is in the following words:

“ An executory agreement, entered into this first day of Sep-
tember, in the year eighteen hundred and sixty, between
Ernest de Bellot des Minieres, for himself and his asso-
ciates, under the firm and style of Bellot des Minieres, Bro-
thers and Company, of France, of the one part, and Thomas
H. Ellis, president of the James river and Kanawha com-
pany, for and on behalf of the said company, in pursuance
of a resolution adopted by the stockholders of said com-
pany, in general meeting, on the thirtieth day of August,
eighteen hundred and sixty, of the other part, witnesseth:

“Whereas it is a matter of the highest importance to the
state of Virginia, that the water line between the Chesapeake
bay and the Ohio river, which will open the great west and
southwest, and its immense trade to the markets of the
world, by the shortest, cheapest, safest and most certain route,
and lead to an incalculable increase of the direct foreign
trade of Virginia, should be promptly completed, the parties
of the first part, desiring not only to secure to themselves
and their associates the profits of the line when completed,
but to France the primary advantages of the direct trade
with her, which the line must establish, have proposed to
purchase the line from Richmond to the Ohio river, with the
right and obligation to complete the same; and the president
and directors of the James river and Kanawha company and
the board of public works of Virginia concurring in these
views, and sympathizing strongly with the parties of the first
part, in their desire to establish direct trade with France, the
ancient ally of the United States, the said president and di-
rectors of the James river and Kanawha company have en-
tered into negotiation with the parties of the first part, and
have, with the approbation of the board of public works,
entered into a provisional agreement with them, as herein set
forth. And since it is necessary to procure the approval of
the general assembly to the said agreement, therefore, sub-
ject to said approval, the said James river and Kanawha com-
pany do contract and agree with the said parties of the first
part as follows; that is to say:

“1, A new company shall be formed, by the name and
style of The Virginia Canal Company, with a capital stock
of not less than twenty nor more than thirty-five millions of
dollars, in shares of one hundred dollars each; to which shall
be transferred all the property and franchises of the James
river and Kanawha company: the stockholders in the James
river and Kanawha company, other than the commonwealth
of Virginia, to have one share of stock in the said Virginia
canal company for every two shares of stock they now hold;
and the state to transfer to the said Virginia canal company
all her rights as a stockholder in the said James river and
Kanawha company, upon condition that the new company
perform and fulfil the terms and conditions hereinatter
imposed.
“2. The Virginia canal company shall be organized with a
charter similar to the original charter of the James river and
Kanawha company, with such modifications and additions as
may be necessary and proper for adapting it to the purposes
of the new organization.

“3. The Virginia canal company shall clear out the deposits
in the present line from Richmond to Buchanan, and repair
all the present works; that is, the embankments, aqueducts,
bridges, culverts, waste weirs, locks, dams, houses and struc-
tures of every kind, repairing those wanting repairs only, and
building anew the works requiring to be rebuilt, so that the
whole line from Richmond to Buchanan shall be of a depth
of not less than five feet at any point, and in all respects in a
perfect state of repair.

“4, They shall keep on all the line a sufficient number of
dredge boats to keep the water way continually free from
deposit and obstructions of every kind, and a sufficient num-
ber of extra lock gates and wickets ready to be inserted in
case of accident. They shall likewise have weigh locks at
not less than three points on the line.

“5, They shall complete the water line of improvement
from Buchanan to the Kanawha river, and the improvement
of the Kanawha river, so as to make a continuous water line
from tide-water at Richmond to the Ohio river; constructing
the works on the general plan of the part of the improve-
ment that has already been made, but with the following
modifications, to wit:

“The locks from Buchanan to the Greenbrier river shall be
not less than one hundred and twenty feet long between the
gates, by twenty feet wide in the clear, and on the Green-
brier and New rivers, and on the Kanawha river at and above
Lykens’ shoals, not less than two hundred feet long between
the gates, by forty feet wide in the clear, and the works from
Buchanan to the foot of Lykens’ shoals on the Kanawha river
shall be so constructed as to give a depth of water of not
less than seven feet at any point.

“The Kanawha river to be improved from L.ykens’ shoals
to its mouth, in such manner as to secure a depth of water of
not less than six feet at all seasons of the year; the channel
through the shoals to be eighty feet wide at the bottom, and
one hundred and four feet wide at the top.

“The capacity of the improvement from Richmond to
Buchanan shall be enlarged by increasing the depth of the
water to not less than seven feet at any point, and by increas-
ing the dimensions of all the present locks to not less than
one hundred and twenty feet long between the gates, by
twenty feet wide in the clear, or by doubling the locks, and
making the new locks of the dimensions aforesaid. But the
increase in the dimensions or the doubling of the locks need
not be made until the locks require reconstruction or the
trade of the canal shall demand it.

“The capacity of the Tide-water connection and the Rich-
mond dock shall be enlarged so as to afford adequate accom-
modation to the trade of the line, by opening a second com-
munication with tide-water by the route of the Haxall canal,
or other suitable route; or instead of that, enlarging or dou-
bling the present locks between the basin and the dock, as
well as the present shiplock, in such manner as may be neces-
sary to obtain a proper result; and by constructing all such
other works as may be necessary for enlarging the capacity
of the dock and Tide-water connection for the purpose afore-
said.

“6. The said Virginia canal company shall issue to the re-
spective stockholders in the James river and Kanawha com-
pany, other than the state, certificates of stock, at the rate of
one share in the new company tor every two shares held by
them in the James river and Kanawha company, which shall
be full satisfaction of all their interest in the last mentioned
company; and they shall pay annually to the holders of such
certificates five per centum per annum on the amounts thereof,
from the date of the organization of the new company until
the line shall be completed to the Ohio river in the manner
before mentioned; and thereafter, in lieu of the said five per
centum, shall pay ‘them their ratable share of the profits of
the company.

“7, The stockholders in the Vi irginia canal company shall
enjoy equal rights, except as prov ided in the next preceding
section.

“, The tolls on the line shall be regulated by the board of
public works, or such other authority as the general assembly
may substitute for the control and superintendence of the
public works of Virginia: provided, that during the con-
struction of the work the tolls shall not exceed two and a
half cents per ton per mile, nor be less than one cent per ton
per mile on merchandise and manufactures; shall not exceed
one and a half cents per ton per mile, nor be less than five
mills per ton per mile on agricultural products; shall not ex-
ceed one cent per ton per mile, nor be less than two and a
half mills per ton per mile on products of mines and forests;
and after the completion of the improvement to the Ohio
river, shall not exceed two cents per ton per mile, nor be less
than five mills per ton per mile on merchandise and manufac-
tures; shall not exceed one cent per ton per mile, nor be less
than two and a half mills per ton per mile on agricultural
products; and shall not exceed tive mills per ton per mile,
nor be less than two and a half mills per ton per mile on pro-
ducts of mines and forests: provided, that these rates shall
apply to the through rates, but the tolls on the way trade
may be increased one-third: and provided further, that the
toll may be brought below the minimum rate on any article,
by the said board or other authority, with the consent of the
Virginia canal company.

“9, The board tor the management of the company shall
consist of a president and seven directors, with the privilege
to the company to increase the number of directors to twelve;
two of the directors shall be appointed by the state of Vir-
ginia in such manner as she may by law provide; the other
directors shall be appointed by the stockholders, and the pre-
sident shall also be appointed by the stockholders; but his
appointment shall be subject to the approval of the state, in
such manner as she may by law provide.

“10. The office of the new company shall be at Richmond,
Virginia, but a branch may be located at Paris. The divi-
dends and other dues to the American stockholders shall be
paid at the office in Richmond; but the dividends and dues
of the other stockholders may be paid in Paris or elsewhere,
at the pleasure of the new company.

“11. A majority of the directors shall always be present
to constitute a board. The proceedings of the board shall
be recorded in the English language, at the office in Rich-
mond, and be at all times open to the inspection of the stock-
holders, and the state, by such officer as she may appoint.

“12. The said Virginia canal company shall be organized
within six months from the passage of the act of the legisla-
ture incorporating it, and within the same time shall com-
mence bona fide the work of construction at Buchanan and
on the Kanawha river; and shall also, within the same time,
commence bona fide the repairs of the line between Rich-
mond and Buchanan; and shall complete the construction of
the line to Covington and the repairs of the line from Rich-
mond to Buchanan, within three years from the time of com-
mencement, aforesaid, and complete the Kanawha improve-
ment from Loup creek shoals to the mouth of the river within
four years from the time of commencement aforesaid; and
shall complete the entire line from Richmond to the mouth
of the Kanawha river, in all respects, except the enlargement
of the capacity of the canal from Richmond to Buchanan,
within eight years from the time of commencement aforesaid;
and shall complete the enlargement of the capacity of the
Richmond dock and Tide-water connection, as well as the
enlargement of the capacity of the canal from Richmond to
Buchanan, by deepening the canal, as herein above provided,
within ten years from the said time of commencement.

“13. The said company shall not have the power, by mort-
gage, deed of trust or other contract, to create a lien upon
its works and property, except that hereinafter created in
favor of the commonwealth of Virginia, and shall not be
competent to sell the same without the assent of the general
assembly of Virginia.

“14, The said company shall, in consideration of the trans-
fer aforesaid by the state of Virginia of all her rights asa
stockholder in the James river and Kanawha company, pay
into the treasury of the state, semiannually forever, the sum
of sixty-seven thousand five hundred dollars; and as a gua-
rantee for the faithful compliance with the stipulations of this
agreement, they shall deposit with the treasurer of Virginia
the sum of one million of dollars in the six per centum regis-
tered stock of the commonwealth of Virginia, to be held by
him upon the following terms and conditions; that is to say:
the interest upon the said stock, while on deposit, shall be paid
to the said company. When the canal shall have been com-
pleted to the town of Covington, and the Kanawha improve-
ment completed from Loup creck shoals to the mouth of the
river, if within the times prescribed, one-half of the said sum
shall be returned to the said company; and when the entire

line shall have been completed in the manner betore men-
tioned, to the Ohio river, if within the time prescribed, the
other half shall be returned to the said company: provided
the annuity to the state of Virginie and the five per centum
interest to the private stockholders, hereinbefore provided
for, shall have been punctually paid; and if the same shall
not have been punctually paid, then so much of the said sum
of one million of dollars as may be necessary shall be appro-
priated to the payment of the Pane, and the residue returned
to the said M. de Bellot des Minteres and his associates, or
to the Virginia canal company, as may be proper; but if the
said company shall fail to complete the construction of the
line to Covington, and the repairs of the line from Richmond
to Buchanan, within three years from the time of the com-
mencement herein prescribed, or shall fail to complete the
Kanawha improvement from Loup creck shoals to the mouth
of the river within four years from the time of commence-
ment herein prescribed, or shall fail to complete the entire
line from Richmond to the mouth of Kanawha river, in all
respects, except the enlargement of the capacity of the canal
from Richmond to Buehanan. within eight years from the
commencement herein prescribed, or shall fail to complete
the enlargement of the 4uchmond dock and Tide-water con-
nection, as well as the deepening of the canal to Buchanan,
within ten years from the time of commencement herein pre-
scribed, the nid sum of one million of dollars shall be re-
tained and paid to the commonwealth of Virginia as stipu-
lated damages in money for such failure; and all the work
which may have been done in repair and construction, as well
as all the rights which the said Virginia canal company shall
have acquired in the property and franchises of the James
river and Itanawha company, shall be forieited and revert to
the latter company as at present orgamized; winch company
shall be thereupon reinstated in all its rights, as if this
arrangement had never been made, and shall have full richt
and authority to re-enter upon and resume the control of the
whole line of i improvement; and tor that purpose, the present
organization of the James river and Kanawha company shall
be continued: provided, however. that if the said Virginia
eanal company shall be unable to complete the said w rater
line improvement from Richmond to the Ohio river within
civht vears as atoresaid, or to complete the enlargement of
the Richmond dock and 'Tide-water connection, and deepen-
Ine of the eanal from Richmond to Buchanan, within ten
Years as aforesaid, they may have two years’ extension of
time in cach case, by paving into the treasury of the com-
monwealth of Virgima, tor the sad commonwealth, betore
the expiration of the said period of eight years, a half mil-
lion of dollars, if they require the extension of time for the
completion of the water line as well as for the said enlarge-
ment; or by so paying one hundred thousand dollars before
the expiration of ten years, if they require the extension of
time only as to the enlargement atoresaid; which said sums
are agreed upon as liquidated damages to be paid to the said
commonwealth in the contingencies aforesaid, for the loss
sustained by such delay or delays in the completion of the
said works as herein required: provided, however, that if the
said Virginia canal company shall have proceeded in good
faith to execute the said works, then the general assembly
may suspend the said forfeiture, and allow to the said com-
pany such further time as to it may seem just and proper, to
complete the said works.

“15. The said Bellot des Minieres, Brothers and Company
shall pay to the commonwealth of Virginia so much of the
three hundred thousand dollars of state bonds appropriated
by the act of the general assembly of Virginia, passed March
twenty-third, eichteen hundred and sixty, for the improve-
ment of the Kanawha river, as shall have been issued and
sold, and expended bona fide on the Improvement, when they
shall become entitled to the property and revenues of the
James river and Kanawha company; and upon payment
thereof, the said commonwealth shall release the mortgage
given by the said James river and Kanawha company on the
said Kanawha improvement to secure the payment of the
said bonds.

“16. As soon as the said M. de Bellot des Minieres and
his associates shall have been regularly incorporated accord-
ing to the laws of France and Virginia, and satisfactory au-
thentication of that fact communicated to the president of
the James river and Kanawha company and the board of
public works, and shall have deposited with the treasurer of
Virginia one million of dollars in the six per centum regis-
tered stock of the commonwealth, and shall have deposited
in one or more of the banks of the city of Richmond, to the
credit of the president and directors of the James river and
Kanawha company, for the purpose of paying the floating
debt of the company, the sum of four hundred thousand dol-
lars, to be applied to the payment of the said floating debt as
far as necessary, and the balance, if any, to be returned to
them; and shall also pay into the treasury of Virginia the
amount agreed to be paid by them under the next preceding
section—then the James river and IXanawha company shall,
by proper deeds, convey its entire property of every kind to
the said Virginia canal company, subject to the charges be-
fore nientioned in favor of the present private stockholders
and the commonwealth of Virginia, and subject to any pre-
sent subsisting contracts for the use of the water of the canal,
and subject to all the provisions of this agreement: And
until this conveyance shall be made, the James river and Iva-
nawha company shall manage the said property, effects and
revenues under the existing laws, the said M. de bellot des
Minieres and his associates furnishing all the means and mo-
ney that may be necessary to carry on the business of the
company, complete Bosher’s dam, the Joshua falls dam, the
dam at Lypehburg, and the North river improvement, and
keeping the canal in proper repair—they receiving credit for
all the revenues of the company. But the president and
directors of the present company shall have no power or au-
thority to charge the property of the company with any debt,
except for the purpose of keeping the line in proper repair
and working condition, and completing the dams and North
river improvement, as hereinbefore mentioned.

“17, The said Virginia canal company may at any time
discharge itself from the annuity to the state of Virginia, by
the payment into the treasury of Virginia of the sum of two
millions two hundred and fifty thousand dollars in specie;
but until the same shall be paid, the annuity of one hundred
and thirty-five thousand dollars to the commonwealth shall
be forever a charge upon the whole property of the company,
and the legislature may provide by law in what manner the
payment of the said annuity shall be enforced.

“18, The European parties and stockholders may, as be-
tween themselves, determine what their relative rights and
obligations shall be.

“19. The stockholders in the Virginia canal company shall
be required by their charter to hold at least one general
meeting every year in the city of Richmond.

“20. When this agreement shall be approved by the gen-
eral assembly, and a charter shall be granted as provided in
the first and second sections thereof, the said agreement shall
be binding upon all the parties thereto, without any further
action on the part of the stockholders or directors of the
James river and Kanawha company; and the said James
river and Kanawha company binds itself to use its best ef-
forts to obtain, at the earliest day possible, the approval of
this agreement and of the charter as provided for, by the
general assembly ; and, in the mean time, the said agreement
shall be obligatory upon the said James river and Kanawha
company, to the full extent that the said company has the
legal authority to act without the approval of the general
assembly.

“And to prevent delay in the commencement of the works
hereinbefore contracted to be executed, the said parties of
the first part shall be authorized to proceed forthwith in their
said undertakings; and if the general assembly shall fail to
approve the said agreement, and to grant said charter, then
the James river and Kanawha company binds itself to issue
bonds, under the act of the twenty-third day of March,
eighteen hundred and sixty, to the parties of the first part,
for an amount equal to the principal sum which may have
been expended upon its works as contemplated in this agree-
ment, and the interest thereon from the time when the same
shall have been expended until the repayment in bonds as
aforesaid; and the said James river and Kanawha company
shall thereupon be restored to all the rights conferred by its
charter, as if this contract had not been made, and the said
contract shall thereafter be null and void.

“In testimony whereof, the said Ernest de Bellot des
Minieres, acting for himself and the firm of Bellot des Min-
eres, Brothers and Company, hath hereto subscribed his
name and annexed his seal, and the said Thomas H. Ellis
president of the James river and Kanawha company, acting
under authority as aforesaid, hath subscribed his name and
caused the seal of the company to be affixed, the day and
year first above written, at Richmond, Virginia.

EK. pt Betxrot pes Minteres, [Seal.
Tiomas H. Entis,

Pres. J. R. and K. Co.”
{Corporate Seal.]

And whereas the general assembly of the commonwealth
of Virginia approve the objects and views of the contracting
parties, and are disposed to give to their contract validity
and effect, except so far as it may be modified by this act:
Therefore,

Company incorporated ; general powers; restrictions thereon,

1. Be it enacted, That when the board of public works
shall be satisfied that the minimum capital of twenty millions
of dollars has been raised as provided for in the next chapter,
then, in compliance with the first article of said agreement,
the persons constituting the firm and style of Bellot des
Minieres, Brothers and Company, and such persons as they
may admit into association with them, together with the
corporate and individual stockholders of the present James
river and Kanawha company (other than the commonwealth
of Virginia), and such persons as may become subscribers to
the qpital stock hereafter authorized, and their successors
and assigns, shall be and are hereby incorporated into a
company, by the name and style of The Virginia Canal Com-
pany; and by that name, shall have perpetual succession and
a common seal, may sue and be sued, plead and be impleaded,
purchase and hold, sell and convey real and personal pro-
perty; and shall be, to every intent and purpose, in law, the
successors of the present James river and Kanawha com-
pany: provided, that the corporate powers shall not take
effect until the minimum stock shall be taken: provided,
however, that they shall hold no real estate, except that
which by this act, or some other act of the general assembly,
may be vested in them, or they may be authorized to acquire
for the purpose of the improvements which they are required
to make; and that they shall in no wise deal as bankers or
merchants, or in buying and selling any produce or com-
modities whatsoever, except such as it is obviously convenient
and proper for them to purchase and sell in the regular
performance of the duties required of them by this act; and
that they shall not be engaged in the establishment or con-
duct of manufactures, further than for the supply of their
own consumption and that of the persons in their service,
and in letting to farm or lease sites for mills and other ma-
chinery and water for their use.

2. The stockholders in general meeting shall have power
to make all such by-laws, rules and regulations, not inconsis-
tent with the constitution or laws of the land, as they may
deem proper, for the well ordering of the affairs of the com-
pany, for the protection and preservation of their property,
and for the maintenance of good order and good police
among their officers, agents, servants and laborers, and among
the boatmen and others who use their canal and other works.

3. The said company shall not subscribe to the stock of
any other company, unless it be specially allowed by law;
but this prohibition shall not prevent it from receiving stocks
or other property in satisfaction of any judgment, order or
decree, or as collateral security for or in payment of any debt,
or from purchasing stocks or other property at any sale made
for its bencfit. If it so receive shares of its own stock, it
may either extinguish the same, or sell and transfer such
shares to a purchaser. While, however, it holds such shares
of its own stock, no vote shall be given thereon.

Works and property not to be encumbered or sold.

The said company shall not have the power, by mortgage,
deed of trust or other contract, to create a lien upon its works
and property, except that hereinafter created in favor of the
cormmonwealth of Virginia, and shall not be competent to
sell the same without the assent of the general assembly of
Virginia.

Provision for repayment of money expended on Kanawha improvement.

5. The Kanawha river shall remain subject to all the exist-
ing laws in relation thereto, and unaffected by this act, until
the completion of the work now under contract and in pro-
gress upon said river: provided such work shail be completed
before the first day of January, eighteen hundred and sixty-
eight; but when the said Virginia canal company shall be
fully organized and vested with the control of the residue of
the line other than the Kanawha river, the term of office of
the present members of the Kanawha board shall expire, and
members of said board shall be appointed, two by the Vir-
ginia canal company, and three by the board of public works,
whose term of office shall be the same as now prescribed by
law, all of whom shall be citizens of the state, and residents
of the Kanawha valley; and the present members of the
Kanawha board may be reappointed as members of the new
board, and such new IXanawha board shall have control of
the Kanawha river until the payment by the Virginia canal

company of the money hereinafter provided to be paid on
account of the Kanawha river. Immediately after the com-
pletion of the work now in progress on the Kanawha river,
or on the first day of January, eighteen hundred and _ sixty-
eight, if such work shall not be completed before that time,
the said Vi irginia canal company shall pay to the common-
wealth of Virginia so much of the appropriation of March
twenty-third, eighteen hundred and sixty, for the improve-
ment of the Kanawha river, as may have been bona fide ex-
pended in the construction of said improvement; and upon
payment of said amount, the said Virginia canal company, by
the operation of this act and the conveyance hereinafter au-
thorized, shall be invested with all the rights, powers, fran-
chises and privileges of the James river and Kanawha com-
pany, in and to said Kanawha river; and upon such payment,
the said commonwealth shall release the mortgage given by
the James river and Kanawha company on the said Kanawha
improvement, to secure the payment of the said bonds. Such
release shall be executed by the board of public works as
soon as satisfactory evidence is submitted to them of the
payment aforesaid.

Transfer of works by James river and Kanawha company; precedent
conditions.

6. When the board of pablic works shall be satisfied that
the minimum capital, as provided in the next chapter, has
been raised as therein required, and the said M. de Bellot des
Minieres and his associates shall have deposited with the
treasurer of the state of Virginia, in the manner prescribed
by law, one million of dollars in the six per centum registered
stock of the commonwealth, and shall have deposited in one
or more of the banks of the city of Richmond, to the credit
of the president and directors of the James river and Ka-
nawha company, for the purpose of paying the floating debt of
that company, the sum of four hundred thousand dollars, to
be applied to the payment of the said floating debt as far as
necessary, and the balance, if any, to be returned to the said
M. de Bellot des Minieres and his associates, and satisfactory
evidence of the performance of said conditions shall have
been furnished the board of public works, then the said
James river and Kanawha company shall, by proper deeds,
convey its entire property, privileges and franchises of every
kind to the said Virginia canal company, subject, to the pro-
visions and requirements of the fifth section of this chapter,
and to the conditions hereafter required in this act, and also
to any present subsisting contracts for the use of the water
of the canal, or for any other purpose.

Suils depending; how proceeded with.

7. All causes and matters which shall be depending and
indetermined in any court in this commonwealth, in which
he James river and Kanawha company are or may be parties,
jlaintiff or defendant, on the day when the said transfer is
nade, shall be proceeded in, tried and determined as if the
ame had been commenced by or against the said Virginia
anal com pany.
Transfer of rights of state of Virginia, and release of tts securities ;
conditions.

8. When the board of public works shall be satisfied that
the conditions prescribed in the sixth section have been fully
complied with, and that the minimum capital, as provided for
in the next chapter, shall have been raised as therein required,
they shall transfer in like manner to the said Virginia canal
company all the rights which the state of Virginia has asa
stockholder in the James river and Kanawha company; and
shall furthermore release all mortgages, deeds of trust or
other contracts, except the mortgage relative to the Ka-
nawha river, by which any lien has been created to the com.
monwealth upon the works and property of the said James
river and Kanawha company, subject only to the incum-
brances, limitations and restrictions by this act imposed.

Rights of new company after transfer.

9. The company hereby incorporated thenceforward shall
be entitled to all the tolls, rents and other emoluments, rights,
franchises, privileges and immunities which are now enjoyed
by the said James river and Kanawha company, subject to
the provisions and limitations of the fifth section of this
chapter; and the president and directors of the new com-
pany, their officers and agents, shall take possession of the
property and works transterred as aforesaid, for the benefit
of the Virginia canal company.

Annuity to the state.

10. The said Virginia canal company shall, in consideration
of the transter aforesaid, by the state of Virginia, pay into
the treasury of the state, in the mode prescribed by law,
semi-annually forever, the sum of sixty-seven thousand five
hundred doilars. But the said company may at any time
discharge itself from the said annuity by the payment into
the said treasury of the sum of two millions two hundred
and fifty thousand dollars in specie; but until the same shall
be paid, the said annuity shall be forever a charge upon the
whole property and franchises of the company; and the
legislature may provide by law in what manner the payment
of the said annuity shall be enforced.

Sum to be paid to other stockholders.

11. The Virginia canal company shall furthermore take
the said property so to be transterred to them, subject to the
payment, to the corporate and individual stockholders men-
tioned in the second chapter, of five per centum per annum
on the amounts of the certificates of stock held by each
respectively, to be computed from the date of the organiza-
tion of the said Virginia canal company, until the water line
hereinafter mentioned shall be completed to the Ohio river,
as herein prescribed; and thereafter, in lieu of the said five
per centum, shall pay to the said stockholders their ratable
share of the profits of the company; and for failure to per-
form this provision, the company may be proceeded against
as provided hereafter in the seventh chapter.

CHAPTER II.

Or THE CAPITAL STOCK ; HOW SUBSCRIBED AND PAID FOR, REMEDY
AGAINST DELINQUENT STOCKHOLDERS) TRANSFERS AND ISSUES OF
CERTIFICATES OF STOCK.

‘apital.

1. The capital stock of the Virginia canal company shall
not be less than twenty millions nor more than forty millions
of dollars, to be divided into shares of one hundred dollars
each, except as hereinafter provided. The minimum capital
shall be provided in the following manner :

Minimum capital ; of what composed, and how provided.

2. It shall consist of ten thousand shares of one hundred
dollars each, the interest of the private stockholders in the
James river and Kanawha company; of, not exceeding seven
thousand shares of one hundred dollars each, on account of
the payments by Bellot des Minieres, Brothers and Company
towards the floating debt of the James river and Kanawha
company, and for money expended in the improvement of
the Kanawha river, which shares shall be the property of the
said Bellot des Minieres, Brothers and Company; and of
other stock which may be hereafter subscribed for, sufficient
to make up, with the foregoing, the sum of twenty millions
of dollars.

3. The certificates of stock now held by individuals or
corporations in the James river and Kanawha company, shall
be delivered up by said individuals or corporations to said
Virginia canal company, and shall be cancelled: and in lieu
thereof, certificates of the stock of said Virginia canal com-
pany shall be issued to said individuals and corporations, at
the rate of one share for every two shares held by each, at
the par value of one hundred dollars each. And when any
such corporate or individual stockholders shall hold a number
of shares which cannot be divided without a fractional part
of a share, the said corporation or individual, and their suc-
cessors or personal representatives, shall be entitled to the
same provision therefor as is hereafter made for individual
stockholders who have but one share of stock.

4. In the case of individuals holding one share of said
stock only, the said share shall be delivered up to said Vir-
ginia canal company and be cancelled; and in lieu thereof, a
special certificate of said company shall be issued, specifying
that the said individual or his assigns is entitled to one-half
of one share of the capital stock of said company; or the
said Virginia canal company may purchase said half share, in
each case.

dD. The said several component parts of stock heretofore
subscribed for, and hereinbefore specitied, being estimated to
amount in the aggregate to a sum not exceeding one million
seven hundred thousand dollars, shall constitute a part of the

said minimum capital. The residue thereof shall be raised
by subscriptions, of which the said Bellot des AMinieres,
Brothers and Company may take any part, or the whole;
and if they shall not take the whole. the president and di-
rectors of the James river and Kanawha company are hereby
authorized to appoint commissioners at such places in France,
or in this state, or elsewhere, and at such times.as they may
deem proper, for opening books therefor, and receiving sub-
scriptions for so much as shall not have been so taken, in
shares of one hundred dollars each; the amount to be paid
by the subscribers in instalments, or at one time, according
to the terms of subscription prescribed by said president and
directors: provided, that the stock to be surrendered by the
commonwealth of Virginia, according to the stipulations of
section one of the executory agreement, shall not be com-
puted as a part of the minimum eapital.

6. When subscriptions, which, with the stock hereinbetore
provided for, shall have been obtained to the amount of
twenty millions of dollars, and at least one-fifth of said sub-
scriptions shall have been paid to the authorized agents of
the said president and directors, they shall certify and estab-
lish the fact to the satisfaction of the board of public works;
and shall moreover satisfy said board that the subscribers are
solvent and able to pay the residue, or that the same has been
properly secured; and thereupon the said board shall declare
and so enter upon their records, that the minimum capital
atoresaid has been provided as reqiired by Jaw.

Maximum capital; how provided.

If the said company shall deem it necessary to increase
their capital to the maximum amount of forty millions of
dollars, or to any amount between the minimum and maxi-
mum capital, they shall be authorized to raise the amount by
subscription in such manner as they may deem expedient and
provide by their by-laws.

Hou stock transferred, when stockholders refuse or fuil to transfer it.

&. In ease any stockholder of the said James river and
K\anawha company shall be incapacitated by any cause from
receiving, or shall refuse or fail to receive the certificate of
stock to which he shall be entitled, for twelve months trom
the organization of the Virginia canal company, the stock
standing in his name on the books of the said James river
and Kanawha company shall be transferred by said company
to the commonwealth of Virginia, as trustee for said stock-
holder, and the certificate of stock so transferred shall be
delivered up by the board of public works to said Virginia
canal company and be cancelled, and a new certificate of stock
shall be issued by said Virginia canal company to the com-
monwealth of Virginia, as trustee for said stockholder, and
the same shall be held by the board of public works in trust
for the use and benefit of said stockholder, to be transferred
by said board to said stockholder, or his personal representa-
tive, whenever he shall demand the same; but if it be not
demanded within five years from the issuing of said certifi-
cate to the commonwealth, the same shall constitute a part
of the sinking fund of the commonwealth of Virginia, and
may be sold, and the proceeds applied, or the profits there-
from may be applied to the redemption of the public debt:
provided, that stock 80 held by the state shall not be repre-
sented in the meetings of the stockholders of the company.

Stock, how verified; shares personal estate.

9. The said Virginia canal company shall keep a regular
roll of their stockholders, and shall furnish to each, one or
more certificates of his stock, as may be required, verified by
the seal of the corporation and the signature of the presi-
dent. The stock shall be deemed personal estate, and as
such, shall pass to the personal representative or assignee of
a stockholder.

Transfer of stock in foreign office to be certified.

1). Any transfers of stock which may be made in the
foreign office hereby authorized to be opened in Paris, or
elsewhere, shall be certified by the officer in charge of that
office, at the end of every three months, to the company’s
office in Richmond, there to be transferred and recorded in
the general transfer books of said company.

Foreigners to be subject to tribunals of Virginia only.

11. All citizens or subjects of any foreign state or country,
who are or may be hereafter interested in the stock, property
or franchises of the Virginia canal company, shall accept and
hold the same subject to the distinct stipulation that all
questions arising under the legislation of Virginia in regard
thereto, shall be submitted to the exclusive and final jurisdic-
tion of the tribunals of Virginia. But controversies arising
between persons residing out of the commonwealth of Vir-
cinia, in relation to any interests they may have or claim in
said company, or the property or stock thereof, shall not be
embraced in the provisions of this section.
MEETING OF STOCKHOLDERS, VOTES IN MEETINGS; PRESIDENT AND
DIRECTORS , THEIR APPOINTMENT, GENERAL POWERS AND DUTIES ;
OFFICES OF COMPANY, APPOINTMENT OF OFFICERS AND AGENTS,
AND HOW THEIR DUTIES AND COMPENSATION ARE PRESCRIBED.

General meeting of stockholders ; how convened.

1. As soon as it shall be ascertained, as hereinbefore pro-
vided, that the minimum amount of capital has been raised,
and after the conditions precedent hereinbefore set forth shall
have been performed, the president and directors of the
James river and Kanawha company shall give notice thereof,
by publication in a newspaper in the city of Richmond, for
not less than two wecks, and call a general meeting of the
stockholders, to meet at a certain place in the city of Rich-
mond, not less than fourteen nor more than forty days from
the first day of such publication. The stockholders, their
executors, administrators or assigns, shall stand incorporated
from the time of such mecting, unless in the said meeting it
be determined otherwise. If, on the day appointed for this
or any general meeting, a sufficient number of stockholders
do not attend to constitute a general meeting, those present
may adjourn from time to time till a sufficient number shall
attend.

2. Annual meetings of the stockholders shall thereafter be
held on such day as they may in general meeting from time
to time appoint, and at such place as shall be fixed from time
to time by the board of directors, of which notice shall be
published for two weeks in some newspaper printed in the
city of Richmond; and there shall be at least one general
meeting every year in the said city of Richmond, or else-
where, at such time as the by-laws of the said company shall
prescribe. The proceedings of every general meeting held
elsewhere than in the city of Richmond, shall be transmitted
within sixty days thereafter to the office in Richmond, to be
there recorded in the English language.

3. A general meeting of stockholders may be held at any
time, upon the call of the board of directors, or of stock-
holders holding together one-twentieth of the capital stock,
upon their giving notice of the time and place for such meet-
ing for thirty days in a newspaper published in the city of
Richmond, if the meeting is to be held in Richmond, or for
sixty days if the meeting is to be held elsewhere than in
Richmond.

Meetings, how constituted; proxies, when appointed.

+. To constitute a general meeting, there must be present,
either in person or by proxy, a number of stockholders hav-
ing a right to give a majority of all the votes which could be
given at a meeting of all the stockholders; and where the
stockholder desires to be represented by proxy, such proxy
must be appointed within fifteen months of such general
meeting. Such meeting may adjourn from time to time until
its business is completed.

Proceedings to be kept.

d. The proceedings of the stockholders at all general meet-
ings shall be regularly kept, be verified by the signature of
the presiding officer, and carefully preserved in well bound
books; and the names of all the stockholders present, whether
in person or by proxy, shall be entered on the minutes.

Fotes of stockholders.

6. In any meeting of stockholders, each stockholder may,
in person or by proxy, give the tollowing vote on whatever
stock he may hold in the same right, to wit: one vote for
each share of stock not exceeding twenty, and one vote for
every ten shares exceeding twenty.

7. When a vote is oftered to be given at any meeting, upon
stock transferred within sixty days before such meeting, if
any present object to the vote, it shall not be counted, unless
the stockholder or his proxy has made or shall make oath
that the stock on which such vote is to be given, is held by
such stockholder bona fide, and not by virtue of a transfer
made with intent to give more votes than is allowed by the
preceding section.

President and board of directors.

8. The board for the management of the affairs of the
company shall consist of a president and seven directors, with
the privilege to the company to increase the number of direc-
tors to twelve.

9. At the first general meeting, and at each stated annual
meeting thereafter, the stockholders shall appoint the presi-
dent and all of the directors of the company, except two,
who shall hold their offices for one year, and thereafter until
their successors shall be appointed, unless sooner removed
by the stockholders in general meeting. Two of the said
directors shall be appointed by the board of public works of
Virginia, and shall hold their offices in like manner, and be
removed at any time by the appointing power. The ap-
pointment of the president shall be certified to the governor
of the commonwealth of Virginia, for his approval. If dis-
approved, the said stockholders in general meeting shall ap-
point some other person to be president; and no person
shall be president unless the appointment be approved by the

overnor. Vacancies in the office of president or directors
shall be filled by the board of directors, except the directors
on the part of the state, whose vacancies shall be filled as
provided in the first appointment. A majority of said direc-
tors shall be residents of the state of Virginia.
10. The president and directors of the company, subject
to the control of the stockholders in general meeting and of
the by-laws, shall be charged with the immediate care and
superintendence of the affairs of the company; with making
and executing their contracts, either by themselves or by
their lawful agents: with constructing and preserving their
works; with the custody and preservation of all the property
of the company; and with the control and direction of all of
their agents. A majority of the board shall constitute a
quorum for the transaction of business; and when the presi-
dent is absent, the directors shall appoint one of their own
body president pro tempore. ‘The proceedings of the board
shall be recorded in the English language, at the office in
Richmond, and be at all times open to the inspection of the
stockholders and the state; and in the case of the latter, by
such officer as the general assembly, the board of public
works, or the governor may appoint.

Journals and records; how kept and authenticated.

11. The journal of said proceedings shall be verified by
the signature of the presiding officer, and preserved in well
bound books, wherein the names of the members present
shall be always entered, and the vote of each member re-
corded when he shall require it. They shall cause regular
books of account to be kept of all the receipts and disburse-
ments, and of all the dealings of the company, and shall
cause their books to be regularly balanced semi-annually, on
such days as the by-laws shall prescribe. All books, papers,
correspondence and funds in possession of any officer of the
company, shall at all times be subject to the inspection of the
board, or a committee thereof.

Company's office.

12. The office of the company shall be at Richmond, Vir-
ginia, but a branch may be located at Paris in Trance, or
elsewhere; but the officers under whose control said oftice
and branch may be, shall be subject to such rules and regula-
tions as may be prescribed by the board.

Meetinys of board of directors.

13. The board shall hold meetings at such times as they
shall see fit, or the president shall require. Questions before
it shall be decided viva voce. No member of the board shall
vote on a question in which he is personally interested other-
wise than as a stockholder. The names of those voting each
way shall be taken down, if desired at the time by any
member.
14. Subject to the direction and control of the stockhold-
ers in general meeting, and the by-laws, the board shall ap-
point a secretary and such other officers and agents as it may
deem proper, and prescribe their duties, liabilities and com-
pensation. They shall require from such of them as they
deem proper, bonds payable to the company, with such
conditions as the board may require, and with such sureties
as it may approve; and the officers shall hold their places du-
ring its pleasure. The compensation to the president and
directors shall be prescribed by the stockholders in general
meeting; and to all other officers, by the board of directors,
unless otherwise prescribed by the stockholders.

Remedy against delinquent stockholders.

15. If the money which any stockholder has to pay upon
his shares, be not paid as required by the president and direc-
tors, the same, with interest thereon, may be recovered by
warrant, action or motion; or such shares may, after notice
in a newspaper for one month of the time and place of sale,
be sold at public auction for ready money, and transferred to
the purchaser.

16. Out of the proceeds of such sale there shall be paid
the charges, and the money which ought to have been paid
upon the said shares, with interest thereon. Any surplus
shall be paid to the delinquent or his representative.

17. If there be no sale tor want of bidders, or if the sale
shall not produce enough to pay the charges, and the money
which ought to be paid, with interest, the company may re-
cover against such stockholder whatever may remain unpaid,
with interest thereon, by warrant, action or motion, as atore-
said.

18. No stock shall be assigned on the books without the
consent of the company, until all the money which has be-
come payable thereon shall have been paid; and on any as-
signment, the assignee and assignor shall each be liable for
any instalments which may have accrued, or which may
thereafter accrue, and may be proceeded against in the man-
ner before provided.

19. A person in whose name shares of stock stand on the
books of the said company, shall be deemed the owner
thereof, as it regards the company.

9, The European parties and stockholders may, as be-
tween themselves, determine what their relative rights and
obligations shall be.

Regulations for transfers of stock.

21. If any such person shall, for valuable consideration,
sell, pledge or otherwise dispose of any of his shares of stock
to another, and deliver to him the certificate for such shares,
with a power of attorney authorizing the transfer of the
same on the books, the title of the former (both at law and
in equity) shall vest in the latter, so far as may be necessary
to effect the purpose of the sale, pledge, or other disposition,
not only as between the parties themselves, but also as against
the creditors of and subsequent purchasers from the former,
subject to the provisions of the preceding nineteenth section.

22, The person to whom any such certificate may be is-
ued, may return the same to the oftice of the company, and
in person, or by an attorney acting under a power from him,
assion on the books of the company either the whole number
of shares mentioned in such certificate, or a less number.
The certificate so returned shall be cancelled, and filed in the
company’s office; and thereupon so many new certificates
shall be issued, and to such person or persons as may be
proper in the case.

Lost certificates renewed.

23. Whena person to whom euch a certificate is issued,
alleves it to have been lost, he shall file i the office of the
company: 1, an affidavit setting forth, as nearly as he can
state the same, the time, place and circumstances of the loss;
2, proof of his having advertised the same in a newspaper
once a week for two months; and 3, a bond to the company,
with one or more sufficient sureties, conditioned to indemnity
all persons against any loss in consequence of issuing a new
certificate in place of the former; and thereupon the board
may direct such new certificate, and the same shall be issued
accordingly.

CHAPTER IV.

Or THE POWER OF THE COMPANY TO MAKE SURVEYS, AND TO AC-
QUIRE PROPERTY AND MATERIALS, CHANGES OF LOCATION, CON-
NECTIONS WITH OTHER WORKS.

Surveys for route of lines.

1. The Virginia canal company may, by its officers, agents
or servants, enter upon any lands for the purpose of exam-
ining the same, and surveying and laying out such as may
seem fit for the uses of said company, to any officer or agent
authorized by it: provided just compensation be made for
any injury done to the owner or possessor of the land. But
the company shall not, under the authority of this section,
throw open any fences or enclosures on any land, or injure
the property of the owner or possessor, or invade the dwell-
ing house of any free person, or any space within sixty feet
thereof, without the consent of the owner.
2. The land acquired by the company along its line gen-
erally, shall not exceed two hundred feet in width, except in
deep cuts and fillings; and then only so much more shall be
acquired as may be reasonably necessary therefor. The land
which it may acquire for buildings or for an abutment along
its line generally, shall not exceed five acres in any one par-
cel; and the land which it may acquire for buildings or other
purposes of the company, at the principal termini of its work,
or at any place or places where basins may be necessary tor
the accommodation of the trade, shall not exceed thirty acres
in any one parcel.

3. For the purpose of supplying water to the summit level
of the Alleghany mountain, and to the Greenbrier, New and
Kanawha rivers, the company may extend a canal to the
Greenbrier river or to Anthony’s creck, or to any other creck
deemed necessary, and may acquire land not exceeding two
hundred feet on the line of said canal, except in deep cuts
and fillings, and then only so much more as may be necessary,
and such other lands on the line of said canal, or at the ter-
mini thereof, as they may require for abutments for dams on
said Greenbrier river or creek, or elsewhere on said canal, or
for lots or buildings, not exceeding five acres; and for re-
servoirs to supply said summit level, or increasing the depth
of water In said rivers, they may acquire any lands which
may be necessary for that purpose. And the said company
may purchase the whole or any part of a tract of land, any
part of which tract will be covered by the water of said re-
servoirs, and may build any dams and construct any works
which may be necessary for the formation of such reservoirs.
But any land so purchased, which shall not be necessary for
the convenient use and maintenance of said reservoirs, shall
be sold or otherwise disposed of by the said company within
five years after the said reservoirs are completed; and if the
said company shall fail to sell said lands within five years, the
same shall be forfeited to the commonwealth.

4, ‘The said company may contract with the owners thereof
for such lands along their line of improvement as they are
authorized to acquire for the purpose of said improvement;
and the said company may also purchase from the owners
such small parcels of land as, being cut off from the main
body of the tract, would be inconvenient for the owner to
hold, and burdensome for the company to connect by bridges
with the other lands of the owner, and such other small par-
cels of land lying convenient to the company’s line of im-
provement, and containing quarries of stone or marble, water
proof lime, coal, or other minerals which would be useful to
the company in constructing and repairing their works, and
carrying on their appropriate business: provided, that no
one parcel of land so to be purchased shall excced one hun-
dred acres, and that the whole together shall not exceed four
thousand acres. :
5. For the purpose of assessing the damages to the owner
from the condemnation of his lands for the use of the canal,
or any feeder of the canal, or for any abutment of a dam, or
for the sites of toll houses, stables or other buildings, or for
reservoirs, there shall be appointed by the board of public
works for the line of improvement extending from tide-water
to Lynchburg, and for the line extending from Lynchburg to
Covi ineton, and for the line extending from Covington to
Loup creek shoals, and for the line extending from Loup
creck shoals to the Ohio river, five assessors for each of said
divisions, being discreet, intelligent and impartial men, neither
stockholders of the company nor owners of any land through
which the improvements ot the company will pass; who, or
any three or more of them, shall constitute a board for the
assessment of such damages throughout the line of the im-
provement on the division for which they are respectively
appointed, All vacancies in the board of assessors shall be
filled by the board of public works. These assessors shall
hold their offices during the pleasure of the board of public
works, and shall receive, as a compensation for their services,
five dollars each for every day he shall be engaged in the per-
formance of his duties, and twenty cents for every mile he
shall necessarily travel to and from the place of performing
his duties; to be paid by the company.

6. Betore entering upon the duties of his office, each as-
sessor shall take an oath of oltice before some justice of the
peace within this commonwealth, or before the board of pub-
lic works, or some member thereof: which being duly cer-
tified, shall be preserved among the files of the board of
public works, and shall be to the following effect: “I, A B,
do solemnly swear or affirm, that I will impartially and
justly, to the best of my ability, perform the duties of my
oftice of assessor to the Vi irginia canal company; that I will
well and truly, according to the best of my Judgment, ascer-
tain what will be a just compensation to any proprietor for
any land to be condemned for the use of said company, and
for damages to the residue of the tract, beyond the peculiar
benefits to be derived in respect to such ‘residue, from the
work to be constructed, and that I will unite with the other
assessors in truly certifying our proceedings to the proper
tripanal

It shall be the duty of the assessors so appointed and
qualified. whenever they shall be thereunto required on be-
half of the president and directors of the company, at such
time as the said assessors shall appoint, and without delay,
to assemble on the land proposed to be condemned, and after
vicwing the same, and hearing such proper evidence as either
party may offer, they shall ascertain, according to the best of
their judument, and in the true spirit of the ‘oath they have
taken, the damages which the proprietor of the land will
sustain by the condemnation thereof for the use of the com-
pany, regarding such proprictor as the owner of the whole
fee simple interest therein. vo such proceeding, however,
shall be had without consent of parties, unless ten days’ pre-
vious notice of the time and place shall have been given to
the owner of the land, or to his guardian, if the owner be an
infant, or to the committee. the owner bemg non compos
mentis, if such owner, guardian or committee ean be found
within the county where the land, or any part thereof, may
lie; or if he cannot be so found. unless such notice shall have
heen published at least one month next prev ceding, In some
newspaper printed as convenicnt as may be to such land.
Any one or more of the assessors attending on the day ap-
pointed, may adjourn from time to time until their business
shall be finished.

8. When the assessors shall have agreed upon the amount
of damages, they shall forthwith make a written report of
their proceedings, under their hands and seals, in substance
as followeth: “ We, the undersigned, assessors to the Vir-

ginia canal company, for the division from to . do
hereby certify, that after due notice of the day and place
appointed for our meeting, we. on the day of :

that being the day so appointed (or the day to which we
were regularly adjourned from the day so appointed), met
together upon the lands of CD, in the county of '
which the company aforesaid propose to condemn for their
use; and after having viewed the premises. and heard such
proper evidence as either party offered to us. we proceeded
to estimate the quantity and quality of the land aforesaid, the
quantity of additional fencing which would probably be oc-
easioned by its condemnation, and the followme, which
seemed to us all the other inconvenicnees and damaces which
were likely to result therefrom to the proprietor of the said
land—that is to say: (here the particular inconvemences and
damages anticipated shall be plainly set down)—that we com:
hined with these considerations, as far as we could, a just re-
gard to the peculiar advantages which would be derived by
the proprietor of the land from the construction of the im-
provement, for the use of which the said land is to be con,
demned. That under the influence of these considerations.
we have estimated and do hereby assess the damages which
will be sustained by the proprictor of the said lands, from
the condemnation thereof for the use of the company, at the
sum of .
Given under our hands and seals this day of

AB. Seal]
C D. [Seal.]
[Seal. |’

Such report, signed and sealed by at Jeast three of the as.
sessora, together with a copy of the notice of the time anc
place of their meeting, duly verified, shall be forthwith re.
turned by the assessors to the circuit court for that county
in which the land, or the greater put thereof, may lie; anc
unless good cause he shown against. the report, it shall he
confirmed by the court, and recorded at the first term te
which it shall be returned, or as scon thereafter as may be
If the assessors be unable to agree in their assessment, they
shall report their disagreement to the court; and if from any
eause they shall fail to make and return to court a report of
their proceedings within a reasonable time, they may be com-
pelled by mandamus or other proper process. When the
assessors report their disagreement to the court, or when the
report of their assessment shall be disaffirmed, the court may,

in its discretion, as often as may be necessary, remand the
case to the assessors for a new report, or may, pro hac vice,
supersede them, or any of them, and appoint others m= their
stead; and in so remanding it, may give such instructions on
the law as may be proper.

9. On the confirmation of any such report, and on the pay-
ment to the proprietor of the land of the damages. so
assessed, or the payment of said damages into court, when,
for good cause shown, the court shall so have ordered it, the
land viewed and assessed as aforesaid shall be vested in the
Virginia canal company, in the same manner as if the pro-
prietor had sold and conveved it to them.

10. While these proceedings are de spending for the purpose
of ascertaining the damages to the proprietor for the con-
demnation of his land, and even before they shall have been
instituted, the president and directors, if they think that the
interest of the company requires it, may, by themselves, their
ofticers, agents and servants, enter upon the lands laid out by
them as atoresnid, and which they desire to condemn, and
apply the same to the use of the company. If, when they so

take possession, proceedings to ascertain the damages as
nloressid shall be pending, it shall be their duty diligently to
prosecute them toa conclusion; or if none be then pending,
they shall without delay institute them, and diligently prose-
eute them to a conclusion. And when the report of the
assessors, ascertaining the damages, shall be returned and
confirmed, the court shall render judgement in favor of the
proprietor of the land for the amount thereof, and either
compel its payment into court, or award process of excention
for its recovery, as to the court shall seem rivht. In the
mean time no order shall be made, and no injunction shall be
awarded, by any court or judge, to stay the proceedings of
the company in the prosecution of their works, unless it is
manifest that they, their officers, agents or servants, are
transcending the authority civen them by this act, t, and that
the interposition of the court is necessary to prevent injury
that cannot be adequately compensated in damages.

11. If the president and directors shall have taken pos-
session of any land before the same shall have been purchased
by them, or condemned and paid for according to law, and
shall tor sixty days after so taking possession, and atier the
board of assessors shall have been appointed and qualitied as
herein provided, fail to institute proceedings for its condem-
nation as aforesaid, it shall be lawful for the proprietor of
the land to make application to the assessors; and upon such
appheation it shall be the duty of the assessors, upon ten
days’ previous notice given to the president and directors, or
any of them, to proceed to assess the damages to the owner
from the condemnation of his land, and to report their pro-
ecedings in like manner, in all respects, as if application had
been made to them on behalf of the company: and upon such
report, the same proceedings shall be had in court as if it had
been made on the application of the president and directors;
save only that when such report ascertaining the damages
shall be confirmed, the court shall render judgment in favor
of the proprietor for the damages so assessed, and double
costs; and shall thereupon cither compel the company to pay
into court the damages and costs so adjudged, or award pro-
cess of execution therefor, as to the court shall seem right.

12. When the judgment rendered for the damages as-
sessed, and costs, shall be satisfied by the payment of the
money into court, or otherwise, the title of the land for
which such damages were assessed, shall be vested in the
company, in the same manner as if the proprietor had sold
and conveyed it to them.

13. When the circuit court shall have pronounced final
judgment in any proceeding under this act, it shall be lawful
for any party aggrieved by such judgment to have the same
revised and reversed in the court of appeals, upon writ of
error or supersedeas, for error apparent on the record, in like
manner as other judgments of the circuit courts may be re-
vised and reversed in the court of appeals.

14. The judgment upon the report of the assessors shall
be no bar to the recovery of damages for any injury not
foreseen and estimated by them, and accruing after the date
of their report; and to recover damages for any injury arising
from the condemnation of his land, accruing after the date of
the report, not foreseen and estimated by the assessors, the
proprietor of the land, his heirs and assigns, shall have remedy
by proceeding before the assessors and the courts, in like
manner as for the original assessment of damages; and if
there be no such assessors, by proceeding before such other
tribunal, and in such manner as the legislature may hereafter
provide; and if there be no such tribunal, then by action on
the case.

15. If the said Virginia canal company, in entering upon
the land of any person under the authority of this act, for
the purpose of laying out, constructing or enlarging, altering
or repairing any of their said works, do any wanton or willful
injury to such land or its appurtenances, or to the crops grow-
ing or gathered, or to any other property thereon, the said
company shall pay to the person so injured double the amount
of the damages which shall be assessed by a jury in any
proper action therefor.

Company may change location; procecdings thereupon.

16. Notwithstanding the company may have made a loca-
tion of lands for its purposes, and proceeded to ascertain the
compensation therefor, the company may afterwards change
its location from time to time, as often as it see cause; and
proceedings may be had to ascertain what will be a just com-
pensation for the lands upon any such new location, and the
work may be constructed upon or through the same, and the
title to such Jands obtained in like manner as if it were the
frst location. Dut whenever such change of location shall be
made, the title to the lands condemned tor the former loea-
tion shall revert to the original owner, his heirs or assigns;
and when such chanee of location shall be made before the
work is constructed, the a: amages sustained by such owner
by the entry of the company upon his lands, shall be ascer-
tained. and the payment thereof enforced as is herein pro-
vided when the company condemns lands for its works.

Wagon ways for owners of lands.

17. For every person, through whose land the roads or
eanals of the company pass, it shall provide proper wagon
ways across the said roads or canals, from one part of ‘the
said land to the other, and keep such ways in good repair:
and if the proprietor of the iand and the company disagree
as to the proper ways, the said assessors shall fix the same,
reserving the meht to either party to appeal to the circuit
court of the county in which the said wagon ways are to be
made; which shall decide thereupon, and its decision shall be
final.

vot to occupy streets in a town without consent.

1X. The company shall not occupy with its works the
streets of any town, until the eorporate authority of the
town shall have assented to such oecupation, unless such as-
sent be dispensed with by special provision of law.

Tlow work may cross or be connected with another.

19. If said company deem it necessary, in the construction
of their work, to cross any railroad, turnpike or canal, or any
state or county road, it may do so: provided its work be so
constructed as not to impede the passage or transportation of
persons or property along the same. If said company desire
that the course of any railroad, turnpike, canal or state road
should be altered to avoid the nec essity of any crossing, or
of frequent crossings, or to facilitate the crossing thereof, the
alteration may be made in such manner as may be agreed be-
tween it and the said railroad, turnpike or canal company, or
the board of public works, in the case of a state road. And
if such construction or alteration as is allowed by this section
shall canse damage to any such company, or to the owner
of any lands, the said company shall pay stich damage. But
any county road may be altered by said company for the pur-
pose aforesaid, whenever it shall have made an equally con-
venient road in Jieu thereof.
20. If any railroad, turnpike or canal company dcem it ne-
cessary, in the construction of its work, to cross the works of
the Virginia canal company, it may do so: provided, that in
crossing the same the navigation shall not be impeded or ob-
structed, nor shall the constructions and tow-path of the com-
pany be in any manner interferred with. No such company
shall interfere with the route or track tor the Virginia canal
company’s water line as heretofore determined, w ithout the
consent of the said company.

Reservation for connecting works.

21. The Jevislature reserves the right to provide for con-
necting with ‘the works of said Virginia canal company any
other work of internal improvement, at such point as may
seem to it proper.

Tow company may take materials fron land for their use.

22. The said company may, by its officers, agents or ser-
vants, enter upon any convenient lands for the purpose of
obtaining therefrom wood, stone, gravel or earth, to be used
in constructing such work, or Inrepairing, enlarging or alter-
ing the same. But the company shall not cut down any fruit
tree, or any tree preserved in any field or lot for shade or
ornament, or take part of any fence or building, nor take any
of the eid things from any lotina town. Betore taking any
of the sail things, the company, unless it agree therefor with
those having right thereto, shall give to the tenant of the
freehold, his guardian or committee, or his tenant for years,
such notice, and in such manner as is prescrived in the seventh
section of this chapter, that at a certain time and place, to
be specified in the notice, application will be made to a jus-
tice to appoint commissioners to ascertain what will be a just
compensation for the same. At such time and place, the
justice shall appoint three disinteresied frecholders as com-
missioners, Who, after being sworn, shall view the premises,
and report in writing the extent to which wood, stone, gravel
or earth is proposed to be taken, the nature of the injury
which may be done in cutting, quarrying, digging or carrying
away the same, and what will be a just compensation there-
for. The notice In writing, certiiicate of the commissioners
having been sworn, and their report, shall be forthwith
returned to the court of the county or corporation. If good

cause be shown against the report, or if the commissioners

cannot agree, or tail to report within a reasonable time, the
court may, as often as seems to it proper, appoint other
commissioners, Who shall act and report in the manner before
prescribed. If the report be confirmed, then upon the pay-
ment to the person entitled thereto, or into court, of the sum
so ascertained, the company may take and ¢ carry away the
wood, stone, gravel or earth for which such compensation

may have been allowed ; and though the report may not be
confirmed, yet upon the payment into court of the sum
therein mentioned, it may proceed in like manner as if the
report had been confirmed, and payment made of the sum
thereby ascertained. Upon the coming in of a new report,
after such payment into court, the court, if it affirm the re-
port, shall render judgment in like manner as in cases pro-
vided for by the tenth section. From the time of any such
judgment against the company, its right so to cut, quarry,
dig, take or carry away shall be suspended until the said
judgment shall be satisfied.

23. It shall be the duty of the commissioners appointed
under the preceding section, if required so to do by the ten-
ant of the freehold, his guar dian or committee, or his tenant
for years, to enquire in the first. place w hether, under all the
circumstances of the case, it be reasonable and proper that
the company should be allowed to take for its uses the tim-
ber or other materials which it is proposed to condemn. If
the opinion of the commissioners on this point be adverse to
the company, they shall report the same, with the reasons on
which it is founded, to the court to which the justice ap-
pointing them belongs; and unless said report be reversed and
annulled, neither the commissioners nor the company shall
have power to proceed further under the section aforesaid.
If the opinion of the commissioners on such preliminary
question be favorable to the company, and the tenant of the
freehold, his guardian or committee, and his tenant for years,
if there be such, acquiesce therein, they shall proceed to
discharge the other duties for which they were appointed.
But if there be not such acquiescence, the commissioners
shall report their opinion, with their reasons therefor, to the
court aforesaid, and shall not proceed further in the discharge
of their duties unless their report shall be confirmed; and
either party may appeal from the decision of the said court
to the circuit court of the county, in cases arising under this
and the next preceding section.

Sheriff or sergeant to attend and remove force.

“+4. In any case in which the company inay be entitled,
under this chapter, to enter upon any lands, the sheriff or
sergeant, whenever required by the company, shall attend
and remove foree, 1f necessary.
Or THE GENERAL LINE OF THE IMPROVEMENT | THE SECTIONS AND
DIVISIONS OF THE WORK, AND THE MODE OF CONSTRUCT YG AND
REPALRING THE SAME) OTHER WORKS NOT TO BRE INTERFERED
WITH | REGULATIONS FOR ENLARGEMENT) TOME FOR COMMENCING
AND COMPLETING WORKS | GUARANTEES FOR COMPLIANCE,

General line of tinprovemeni.

1. The Virginia canal company are charged with the duty
of connecting the James river with the navigable waters of
the Ohio, so as to make a continuous water line from tide-
water at Richmond to Point Pleasant, at the mouth of the
Kanawha river; constructing the works on the general plan
of the improvement which has already been made or desig-

nated for the James river and Kanawha company’s line, with
the modifications hereinafter prescribed: the whole work to
be completed and executed in a substantial, durable and
workmanlike manner. Their improvements shall be kept
permanently in good repair, free and fit for public use, ac-
cording to the provisions of this act; and the works which
they shall construct, and the property which they shall ac-
quire under the authority of law, shall be vested in them and
their successors forever, for their own use and beneti t; sub-
ject, however, to all the provisions of this act.

Divisions of work.

2. For the better designation of the line, and for ready
reference and description, the improvement with which the
company 18 charged shall be divided into divisions or sections,
as follows:

Riehmond dock.

First—The Richmond dock and Tide-water connection,
extending from the tide-water to the basin in Richmond.
The capacity of the Tide-water connection and Richmond
lock shall be enlarged, so as to afford adequate accommoda-
ion to the trade of the line, by opening a second communi-
‘ation with tide-water by the route of the Haxall canal or
ther suitable route, to be selected by the company, and the
ight thereto to be acquired as prescribed in the fourth chap-
er; or, instead of that mode of improvement, by enlarging
nd doubling the present locks between the basin and the
lock, as well as the present ship lock, in such manner as may
@ necessary; and by constructing all such other works as
1ay be necessary for enlarging the capacity of the dock and
‘ide-water connection for the purpose aforesaid.
second—The first division of the canal, extending from
the basin in Richmond to Lynchburg, including the South
Side connections, consisting of a dam and an outlet dock at
Cartersville, and three bridges, to wit: one at New Canton,
one at Hardwicksville and | one at Bent. Creek, and the con-
nection on the north side of the river with the Improvement.
of the Rivanna river. And the Virginia canal company may,
if they shall deem it expedient, contract. with the Rivanna
navigation company for the purchase of the works, property
and franchises of that company, upon such terms as may be
agreed upon by the parties and approved by the board of
public works; and thereupon the works, property and fran-
chises of the said Rivanna navigation company shall be fully
vested in the Virginia canal company, and shall constitute a
part of the first division of the canal, and be held by the said
Virginia canal company as a part of their line of improve-
ment, and subject to the provisions of this act.

Lhivision from Lynchburg to Buchanan.

Third—The second division of the canal, extending from
Lynchburg to the town of Buchanan, including the connee-
tion with the North river improvement, extending from the
mouth of North river to the town of Lexington.

Enlargement of the works from Richmond to Buchanan,

The capacity of the improvement from Richmond to
Buchanan shall be enlarged by said company, by increasing
the depth of the water to not less than seven feet at any
point, and by increasing the dimensions of all the present
locks to not less than one hundred and twenty feet long be-
tween the gates, by twenty feet wide in the clear; or by
doubling the locks, and making the new locks of the dimen-
sions aforesaid. But the increase in the dimensions or the
doubling of the locks need not be made until the locks require
reconstruction, or the trade of the canal shall demand it;
and the said Virginia canal company may, if they think pro-
per, increase the width of the canal, trom Richmond to
Buchanan, to seventy feet at the water surface and forty-two
feet at the bottom.

Division from Buchanan to Covington.

Fourth—The third division of the canal, extending from
Buchanan, following the valley of James and Jackson's rivers,
to Covington. And the Virginia canal company, if they shall
deem it expedient, may construct a canal from any point on
the present line of the improvement between Buchanan and
Covington, to the New river, in the county of Giles or the
county of Montgomery; which canal shall constitute a part
of the third division of the canal; and in relation thereto,
the said company shall be governed by the provisions of this
act.

Division from Covington to Greenbrier river.

Fifth—The fourth division of the canal, extending from
the town of Covington to the Greenbrier river.

Enlarged construction of locks and works from Buchanan west.

The canal from Buchanan to the Greenbrier river shall be
at least thirty feet wide at the bottom, and fifty feet wide at
the water surface, and have a depth of water of not less than
seven feet at any point; but the width may be increased to
forty-two feet at the bottorn and seventy feet at the water
surface, at the option of said company; and the locks be-
tween the said points shall be not less than one hundred and
twenty feet long between the gates, by twenty feet wide in
the clear.

Division from Greenbrier river to Loup creek shoals.

Sixth—The fifth division, being the Greenbrier and New
rivers, extending from the intersection of the canal with the
Greenbrier river to the foot of Loup creek shoals on the Ka-
nawha river. The improvement on this divison shall be of
locks and dams adapted to steamboat navigation. The locks
shall be not less than two hundred feet long, between the
gates, by forty feet wide in the clear, and there shall be a
depth of water in the locks at all times of at least seven feet,
and in the pools of not less than seven feet, at any point along
& continuous channel, at least one hundred feet wide.

Seventh—The sixth division, composed of the Kanawha
river, extending from Loup creek shoals to its mouth on the
Ohio river.

Mode of improvement on Mtunawha river.

_3. The said company is required to improve the Kanawha
river from Lykens’ shoals to its mouth, in such manner and
upon such plan as they may adopt, so as to secure a depth of
water of not less than six feet from the fifteenth of October
0 the fifteenth of June, and five feet from the fifteenth of
June to the fifteenth of October; the channel through the
hoals to be not less than eighty feet wide at the bottom, and
me hundred and four feet wide at the top. And after the
ine of improvement of the said company shall be completed,
s herein provided, from Richmond to said Lykens’ shoals,
he depth of water in said river, in channels as aforesaid,
hall be increased to not less than six feet throughout the en-
ire year, whenever the general assembly shall so prescribe.
4. That part of the work, heretofore a part of the James
river and Kanawha company's work, embracing the Kanawha
turnpike road, extending from Covington to the mouth of
the Big > Sandy river, W ith the branch thereof from Barbours-
ville to Guyandotte, shall constitute the seventh division.

Division embracing Biie Ridye turnpike and ferry.

5, That part of the same improvement, embracing the Blue
Ridge turnpike and ferry, the turnpike extending trom the
mouth of the North river, over the blue Itidge, crossing the
James river by a ferry, and passing down the south side of
the river, shall constitute the eighth division.

Repairs aud preservation of turnrpikes.

G. The said Virginia canal company shall at all times keep
open and in good repair both of said roads, and keep up said
ferry, or substitute a bridyve therefor, and shall establish such
toll gates thereon as they may deem proper. They may also
adopt by-laws and reeulations prescribing a system for the
repair and preservation thercot, and for the transaction of
business connected therewith, in contormity with the powers
hereinbefore granted.

Mode of improvement of canal and locks,

“7 All that part of the improvement which shall consist of
a continuous canal and lock, shall, in all its parts, except as
hereinbefore prescribed in this chapter, be at least fifty feet
wide at top, and thirty fect wide at bottom, with not less
than seven feet depth of water at all seasons of the year;
shall be provided with a convenient tow-path at least twelve
feet wide, and adapted throughout its whole extent to the
navigation of boats of not less than one hundred tons burden.
To avoid very great expense at diliicult passes, and to furnish
proper accommodation to the trade on both sides of the
rivers, to be improved as herein provided, the width may be
reduced at such places, and the bed of the said rivers shall
occasionally be used as part of the line of navigation when
the refluent water from the dams will admit the convenient
appheation of horse power. The canal at its lower termina-
tion shall continue to be connected with the tide-water, so as
to enable the boats which usually navigate it, with their car-
goes, at all times conveniently to pass into tide. water, and
descend the river or return.

Repairs of works from Richmond to Buchanan.

The Virginia canal company shall clear out the deposits
in the present line from Richmond to Buchanan, and repair all
the present works; that is, embankments, aqueduets, bridges,
culverts, waste weirs, locks, dams, houses and structures of
every kind—repairing those wanting repairs only, and build-
ing anew the works requiring to be built—so that the whole
line from Richmond to Buchanan shall be of a depth of not
less than five feet at any point, and in all respects in a pertect
state of repair.

Dredge boats, extra lock gates and weigh locks,

9. They shall keep on all the line a sufficient number of
dredge boats to keep the water way continually free from
deposit and obstructions of every kind, and a sufficient num-
ber of extra lock gates and wickets ready to be inserted in
case of accident. They shall hkewise have weigh locks at
not less than three points on the line.

Change of lu; how oblacned.

10, The line of the improvement and the portions of canal
and slack water navigation shall continue according to the
present arrangement of the works, where they have been
executed, and according to the plan which has been hereto-
fore adopted for the improvemeat by the James river and
Kanawha company; and where the bed of Jackson's river is
used, and upon the Kanawha river, the water of these rivers
shall not be raised by dams so as to be above their banks,
but with the consent of the board of public works. But if
the said company shall desire or tind it necessary to change
materially the general line of their improvement, or the mode
of improvement, on either of the divisions not now in use
for transportation, they shall report the alteration deemed
by them to be necessary, with plans and specifications there-
for, to the board of public works. If the altcration be ap-
proved by said board, after a full Investigntion of all the
circumstances connected therewith, the company may pro-
ceed with the work, and may obtain the right of way tor the
new line in the manner prescribed in the preceding chapter
for the acquisition of land and materials, upon paying: ail
damages assessed as prescribed. J3ut if the board of public
works shall deem the proposed alteration injurious to the
interests of the state, or of such a character as to prove a
nuisance to the locality iu which the alteration is desired,
they shall have authority to prohibit the same; and thereafter
the company shall be confined to the route now prescribed,
and to the mode of improvement heretofore selected. And
the circuit court of the county in which the change is pro-
posed to be made, after the decision of the board of public
works is rendered, may award an injunction to prevent the
said company from executing any work upon the alteration
proposed, and not authorized as aforesaid.
11. The company shall not, even with the consent of the
board of public works, make any alteration in the location or
in the plan of the canal on Jackson's river, by which any
injury may result, or any change be rendered necessary, in
the location of the Central railroad; but if any alteration be
proposed, the same may be made with the assent, or by
agreement with the said railroad company; and if the two
companies cannot agree, the change desired shall be reported
to the general assembly, and shall not be made unless autho-
rized hy law.

Or with Covington and Ohio rattroad,

12. And in like manner, no alteration shall be made in the
location of the company’s s line on Dunlap’s creek, by which
any Injury may result or any interference be made with the
location of the Covington and Ohio railroad ; but if any alter-
ation be proposed. and the two companies cannot agree, the
change desired shall only be made by authority of the general
assembly as aforesaid. And if on the west of the Alleghany
mountains the said canal company shall propose to make any
change in its line of improvement as heretotore located, and
the works therein as heretofore planned, or where no such
location or plan of improvement has been adopted, and there
shall be any interference between the lines of improvement
of the company and that of the Covington and Ohio railroad,
which cannot be adjusted by the engineers of the respective
companies, each company shall sclect an arbitrator, and said
arbitrators shall locate both lines at such points of inter-
ference, so as to prevent any unnecessary or unreasonable ex-
pense to either company in the construction of its line. And
if the said arbitrators cannot agree upon the location of said
lines, they shall select an umpire, who shall perform the duty
hereby assigned to them.

Varigation not to be niterrunted to make entargeinent.

15. In the enlargement of the canal, increasing its depth
to seven fect, and extending the length of the locks as herein-
before prescribed, the said company shall proceed in such
manner as not to interrapt the navigation on the line of their
improvement for a longer period than two months at any
time, nor oftener than three times in any one year. And to
insure a compliance with this provision, they shall, before ob-
structing the trade on the canal for any such purpose, make
report to the board of public works of their readiness to
make either of the alterations contemplated; and if said
board are satisfied that ample means have heen provided for
a speedy execution of the work, and that the company have
all the necessary materials for the new locks, aqueducts, cul-
verts, bridges and other works, prepared and ready for use
on the locality where wanted, and that all the excavation.
embankment and walling that can be done while the water is
yet in the canal, has been executed, and that a force adequate
to accomplish the work with the expedition necessary for the
protection of the interest of the state has been provided.
then they shall authorize the same to be forthwith done. And
if the said company shall not complete the same so as to re-
store the navigation within the time specified, the said board
shall proceed against the said company in the circuit court of
the county where the proposed work lies, by motion, on ten
days’ notice; and if the court be satisfied that the work has
not been delayed by unavoidable cause, they shall impose a
fine upon said company of not less than one hundred nor
more than one thousand dollars for every week’s delay be-
yond the time specified.

Time for commencing and completing works.

14. The said Virginia canal company shall, within six
months from the time of their organization under this act,
commence bona fide their works of construction at Buchanan,
proceeding westward, and the repairs of the line between

ichmond and Buchanan at the same time, and also on the
Kanawha river (as soon as they shall obtain possession
thereof), and shall complete the construction of the line to
Covington, and the repairs of the line from Richmond to
Buchanan, within three years from the time of commence-
ment aforesaid, and shall complete the Kanawha improvement
from Loup creck shoals to the mouth of the river, within
four years from the time of commencement aforesaid; and
shall complete the entire line from Richmond to the mouth
of the Kanawha river, in all respects, except the enlargement
of the capacity of the canal from Richmond to Buchanan,
within eight years from the time of commencement aforesaid;
and shall complete the enlargement of the capacity of the
canal from Richmond to Buchanan, by deepening the canal as
hereinbefore provided, within ten years from the said time of
commencement.

Guarantees for compliance.

15. Asa further guarantee for the faithful compliance with
the provisions of this act, the said Bellot des Minieres,
Brothers and Company shall deposit with the treasurer of
this state the sum of one million of dollars in the six per
centum registered stock of the commonwealth, to be held by
him upon the following terms and conditions, that is to say:
The interest upon the said stock, while on deposit, shall be

aid to the said Bellot des Minieres, Brothers and Company.
Vhen the canal shall have been completed to the mouth of
Craig’s creek, one-half of the said sum shall be returned to
the said company; and when the entire line shall have been
completed, in the manner before mentioned, to the Ohio
river, if within the time prescribed, the other half shall be
returned to the said company: provided the annuity to the
state of Virginia, and the five per centum interest to the
private stockholders, hereinbefore provided for. shall have
heen punctually paid; and if the same shall not have been
punciually paid, then so much of the said sum of one million
of dollars as may be necessary, shall be appropriated to the
payment of the same, and the residue returned to the said
Bellot des Minieres, Brothers and Company. But if the said
company shall tial to complete the construction of the line
to Covineton and the repairs of the line from Richmond to
Buchanan, within three vears from the time of the com-
mencement herein presenbed, or shall til to complete the
Kanawha improvement from Loup creek shoals to the mouth
of the river, within four years from the time of commence-
ment herein prescribed, or shall fil to eomplete the entire
line from Richmond to the mouth of Ianawha river, in all
respects, except the enlargement of the capacity of the canal
from Richmond to Buchanan, within eight years from the
time of commencement herein preseribed, or shall fail to
complete the enlargement of the Richmond dock and Tide-
water Connection, as well as the dee ‘pening ot the canal to
Buchanan, within ten years from the thine of commencement
herein preseribed, the said sum of one million of dollars, or
so much thereof as shall be im the hands of the treasurer
When such failure shall occur, shall be retained and paid to
the commonwealth of Virginia, as stipulated damages in
money for such failure; and all the work which may have
been done in repair and construction, as well as all the rights
which the said Vir ginia canal company shall have acquired in
the proper ty and franchises of the James river and Kanawha
company, shall be vested in and revert to the latter company,
under the Iaws in torce at the time this act takes effect ;
which company shall be thereupon reimstated m all its rights,
and be subject to all the liabilities. as if this arrangement had
never been made; and shall have full right and authority to
re-enter upon and resume the control of the whole line of im-
provement, as preseribed in this and in the tenth chapter.

Fumes ricer and Kanawha compaury restored to its rights.

16. For the purpose specified in the preceding section, a
eeneral meeting of the stockholders of the said James river
and Jkanawha company, existing at the time this act takes
effect, or their successors and assions, shall be convened by
the board of public works; at which meeting the company
shall be organized, as heretofore preseribed by its charter:
provided, however, that W the saul Virginia canal company
shall be unable to complete the said water line improvement
from Ttichmond to the Chio river, within eight vears as afore-
said. or to complete the enlargement of the Richmond dock
and ‘Tide-water connection. and deepening of the canal from
Richmond to Buchanan, within ten vears as atoresaid, they
may have two years’ extension of time in each case, by pay-
ing into the treasury of the commonwealth of Virginia, for
the said commonwealth, before the expiration of the said
period of eight years, a half million of dollars, if they re-
qure the extension of time for the completion of the water
lime as well as for the said enlargement; or by paying one
hundred thousand dollars before the expiration of ten years,
if they require the extension of time only as to the enlarge-
ment aforesaid; which said sums shall be as liquidated
damages, to be paid to the sail commonwealth in the contin-
gencies aforesaid, for the loss sustained by such delay or de-
lays in the completion of the said works as herein required:
provided, however, that if the said Virginia canal company
shall have proceeded in good faith to execute the said works,
then the general assembly may suspend the effect of the pro-
visions above set forth as to the stipulated damages aforesaid,
and the vesting and reverter aforesaid, and allow to the said
company such further time as to it may seem just and proper,
to complete the said works, providing for the enforeement of
the provisions suspended, in case of a second failure of said
company to comply with the terms required by law.

Commission to see whether charler tis observed or violated.

li. ‘To insure a compliance with the provisions of this
charter, it shall be lawful for the board of public works or
the executive at any time to appoint a commissioner, who
shall not be a stockholder, nor a creditor nor debtor of said
company, whose duty it shall be to examine the proceedings
of the said company; and for that purpose, the books, records
and papers of the company shall be open to his inspection;
and also to examine the works authorized to be constructed
and repaired; and if he shall deem that any of the require-
ments of the charter have been violated, or omitted to be
complied with, he shall report the same to the board of pub-
lic works or the executive, who, if they deem it of sufficient
importance, shall cause proceedings to be instituted against
said company by quo warranto, or information in the nature
thereof, in the circuit court of the city of Richmond. If the
said commissioner shall report that the said line of improve-
ment, or any part of it, is so out of repair as materially to
Injure the navigation in such part of the line, the board of
public works may, upon receiving such report, direct pro-
seedings, by motion, in the county court of the county in
Which the obstruction exists, and recover from the said com-
any a fine or fines not exceeding five hundred dollars for
very week the company shall fail to make the repairs neces-
ary; and such motion may be repeated, at the discretion of
he board of public works, until such repairs are made.
OF TITE ASSESSMENT AND COLLECTION OF TOLLS, AND REGULATIONS
RELATING THERETO.

Use of works on paying tolls.

1. The Virginia canal company, upon all those parts of
their line of improvement transferred or acquired in pursu-
ance of this act, shall hold the same, free for the use of all
persons whatever, conforming to the rules and regulations of
the company, and shall be authorized to demand and receive,
on such persons and their property, the tolls prescribed herein,
in the mode and within the limits hereafter provided.

2. Whenever a section of ten miles in length, not hereto-
fore in use, shall be completed and be opened for navigation
in the manner prescribed by this act, upon any portion of the
canal proposed to be made, the same shall be free for the use
of all persons and their property, upon paying the lawful
tolls, and conforming to the rules and regulations of the
company.

3. In like manner, when the improvements in the naviga-
tion of the rivers hereby authorized shall have been made,
their navigable waters shall be public highways, free for the
use of all persons and their property, upon paying the lawful
tolls, and conforming to said rules and regulations.

4, The said company shall hold, in like manner, the Ka-
nawha turnpike, and the Blue Ridge turnpike and ferry, free
for the use of all persons and their property, upon paying
the lawful tolls, and conforming to said rules and regulations.

5. In like manner, all bridges or ferries heretofore the pro-
perty of the said James river and Kanawha company, and all
rights to construct other bridges or to purchase other ferries,
granted to said company before the passage of this act, and
which have not yet been constructed or purchased, and which
by this charter shall pass to the said Virginia canal company,
shall be held by them, free for the use of all persons and their
property, upon paying the lawful tolls, and conforming to said
rules and regulations.

General rates of toll.

6. The tolls on the line may be regulated by the board of
public works, or such other authority as the general assembly
may substitute for the control and superintendence of the
public works of Virginia, within the limits prescribed by this
section. In the mean time, the said Virginia canal company
may prescribe such a tariff of tolls as they may deem expe-
dient: provided, that during the construction of the work
the tolls shall not exceed two and a half cents per ton per
mile, nor be less than one cent per ton per mile on merchan-
dise and manufactures; shall not exceed one and a half cent
per ton per mile, nor be less than five mills per ton per mile
on agricultural products; shall not exceed one cent per ton
per mile, nor be less than two mills per ton per mile on pro-
ducts of mines and forests; and after the completion of the
improvement to the Ohio river, shall not exceed two cents
per ton per mile, nor be less than five mills per ton’per mile
on merchandise and manufactures; shall not exceed one cent
per ton per mile, nor be less than two and a half mills per
ton per mile on agricultural products; and shall not exceed
five mills per ton per mile, nor be less than two and a half
mills per ton per mile on products of mines and forests:
provided, that these rates shall apply to the through rates;

ut the tolls on the way trade may be increased one-third:
and provided farther, that the toll may be brought below the
minimum rate on any article by the said board or other
authority, with the consent of the Virginia canal company.

Tolls on the Kanawha turnpike and on the Blue Ridge turnpike, and
on the bridges and ferrves.

7. The said Virginia canal company shall have authority
to demand and collect, on the Kanawha turnpike and on the
Blue Ridge turnpike, such tolls as they may assess on each
section of ten miles, not exceeding three cents for every
animal drawing any vehicle thereon, and six cents for every
wheel to any such vehicle; ten cents for every person on
horseback; three cents for every horse or mule; one cent
per head for neat cattle, and five cents per score of hogs or
sheep.

8. They may assess and collect, in like manner, toll upon
any bridge hereinbefore transferred to them, upon which toll
has heretofore been allowed, except as hereinafter provided,
& maximum toll not exceeding three cents for every animal
drawing any vehicle over the same, and six cents for every
wheel to any such vehicle; ten cents for every person on
horseback; three cents for every horse or mule; one cent
per head of neat cattle, and ten cents for every score of
sheep or hogs.

Tolls on boats and passengers.

9. The said company may also demand and collect, on any
art of their water line, such tolls as they may assess on boats
ind other water craft, not exceeding five mills per mile, and
yn passengers conveyed by any person or company for com-
yensation, two mills per mile on each passenger. But if any
yompany or person, in order to carry ona competition with
ny other company or person, shall carry passengers without
om pensation, when it is their business to convey passengers,
uch company or person shall not be exempt from such toll.

Contracts for paying toll quarterly, or commuting tolls.

10. The said company may contract with citizens residing
yn any section of their water line, or on the line of the Ka-
nawha or Blue Ridge turnpike, for the payment of their tolls
quarterly in advance, or by the month or year; also with
mail contractors, upon such terms and under such regulations
as they may prescribe; or they may commute the tolls with
any person, taking of him a certain sum annually, in lieu of
tolls.

fivemplions from tolls.

11. The general assembly, while the said works were in
possession of the James river and Kanawha company, having
exempted certain persons and things from the payment of
toll at sundry places on the line of improvement, the said ex-
emptions are continued as follows, to wit:

12. No toll shall hereatter be taken from persons crossing
Greenbrier or Gawey bridges ina publie stage coach or other
riding carriage, other than the toll imposed by said company
on such stave coach or riding carriage, and the horses or
other team drawing the same. No tolls shall be demanded
of visitors at the springs, when riding or passing out and in
from or to the springs tor exercise, except for passing Green-
brier bridae.

13. The roads and bridees which have been constructed to
provide accommodation tor the trade of the south side of
James river, shall continue, as heretofore required, to be free
for the use of all persons and things going to the canal for
the purpose of being transported upon it, or going from the
canal immediately alter having been transported upon it, and
conforming to the lawful rules and regulations of the com-
pany; but a reasonable toll, within the limit hereinbefore pre-
scribed, may be demanded and collected upon all other per-
sons and things using the same for other purposes.

14. If the said company shall erect a bridge between their
canal and the county of Powhatan, at or near the town of
Jefferson, or at or near the town of Jackson, in the county of
Botetourt, no toll shall be charged on said bridges against
any person going to or coming from their canal; and the toll
charged upon other persons shall be as the said company may
prescribe, not exceeding the rates hereinbefore limited on
bridges; and if said bridge at Jefferson be constructed, then
the company are hereby authorized to purchase the ferry at
said town.

15. In all cases of tolls on any of the company’s roads or
bridges, return wagons or carts shall pay one- half tolls only ;
and no toll shall be demanded or received trom persons re-
siding within tour miles of any gate on any such read, and
who shall not have travelled a distance upon said road ex-
ceeding four miles. All persons on whose land any toll gate
may stand, shall be exempt from all tolls at such gate; and
persons owning plantations on both sides of any gate, not
exceeding four miles distant from cach other, shall be exempt
from all tolls on their stock, implements of husbandry, and
persons employed in conveying the same from one plantation
to the other.
16. Persons going to or returning from mill, for the pur-
pose of procuring meal for the consumption of families, shall
be exempt from the payment of toll on the Kanawha road
and the Blue Ridge turnpike and bridges.

Toll bridges across North river.

17. The said company shall have authority to continue to
use their bridges across North river, in the county of Rock-
bridge, as toll bridges, and may demand and collect thereat
such tolls as they may assess, not exceeding the rates pre-
scribed herein for other bridges. But no tolls shall be col-
lected from the citizens of Rockbridge for crossing said
bridges.

Tolls on staye coaches.

18. The said company is hereby authorized to regulate
from time to time the tolls to be demanded and received on
stage coaches running hereafter on the Kanawha turnpike or
the Blue Ridge turnpike.

Bills of lading.

19. Every master of a boat or float conveying property
on the water line of the said company shall, on receiving
such property on board, cause to be made out a true bill of
lading or manifest of such property, which shall be signed
by himself and the consignor. The bill is to contain: Ist,
the name of the place or milestone at which any of the pro-
perty therein mentioned was shipped, and the name of the
place or milestone to which it is to be cleared; 2d, the num-
ber of hogsheads, barrels, boxes, packages, feet of lumber
(board measure), bags and bushels of each species of article;
3d, a specification of the property so shipped by said con-
signor, and the quantity and gross weight of each species.
And the legal tolls shall be demandable and payable to the
collector of tolls accordingly.

Statement of passengers.

20. The owner or master of every boat used for carrying
passengers shall cause to be made out a statement of the pas-
sengers carried in his boat, verified under oath, which he shall
deliver to the toll gatherer at the place of his destination ;
and it shall be lawful for the toll gatherer, to whom such
statement is returned, to administer the necessary oath for
that purpose: which oath, if taken falsely, shall subject the
person taking it to the penalties provided by law against per.
sons convicted of perjury.
21. The said company shall, from time to time, cause a list
of its rates of toll to be printed, and have such rates posted
where they can be readily seen by persons using its work; and
when any material change in the rates of toll ‘shall be made,
the same shall be advertised in such newspapers as will be
most likely to give information thereof to the public; and
reasonable notice of such proposed change shall be given be-
fore such new tolls shall take effect.

22. A collector of tolls for said company may refuse to let
any person or thing pass on the company’s works until the
toll be paid. If any person or thing pass any toll gate or
other proper place for payment, without paying or tendering
the toll, such person, or the owner or person in possession of
such thing, shall forfeit to the company ten dollars. And the
like forfeiture shall be incurred where any person or thing
subject to toll is passed through any private gate, bars or
fence, or other place, for the purpose of evading the pay-
ment of the toll. Any such collector knowing of a violation
of this section shall immediately make it known to the presi-
dent or one of the directors. If he fail so to do, he shall for-
feit to the company twenty dollars; which may, if 80 much of
his compensation remain unpaid, be deducted therefrom.

23. If any collector shall receive for tolls more than is
lawful, he shall pay to the party grieved thereby the amount
unlaw fully received, and five dollars besides. And if said
collector shall unreasonably detain any person or thing at his
place of receiving toll, he shall forfeit to the party injured
five dollars: either of which penalties, if the said collector
be unable to pay, may be recovered of said company.

24, Every collector shall account for and pay to the proper
officer, and at the time prescribed, the tolls which he may
have received from time to time; and for failing to do so, he
shall forfeit to the company fifty dollars.

Lines, how recoverable; payment from collectors enforced.

25. Any fine herein imposed shall be recoverable by war-
rant before a justice of the county or corporation in which
the offence was committed; and the said company may also
institute and prosecute any procecdings necessary or proper
to enforce payment of what may be due from any collector.
Such proceeding may be in the name of the company, in the
county or circuit court of the county wherein the collector is
employed in the collection of toll, and may be by suit or
motion against the collector and his sureties, and his and
their personal representatives; and the judgment or decree
shall be for the principal sum remaining due, with interest
thereon, and fifteen per centum damages.
26. Troops or persons in the military or naval service of
this state, or of the United States, with their arms, munitions
and baggage, shall have the preference to other persons and
property in passing over the line of the company’s works, or
through or over any of its locks, aqueducts, tunnels or
bridges; and the tolls for such troops or persons, and on
their arms, munitions and baggage, shall not be more than
one-fourth of the rates on other persons or things of like
kind. If there be a failure to give any such person or thing
passage over the same in a reasonable time, the said company
shall forfeit for each person or thing not less than five nor
more than fifty dollars.

Collection of tolls on the Kanawha river.

27. Manifests of the cargoes of all boats or other vessels
navigating the Kanawha river shall be filed with the receiver
of tolls, designating the names of the cargoes, of their own-
ers, and the masters of the boats or other vessels in which
the said cargoes shall be shipped, and of the said boats or
vessels, together with that of the shippers and other agents
having the control or direction of the said cargoes; and the
legal tolls shall be demandable and payable to the collector
of tolls accordingly; and in all cases of failure to comply
with the regulations hereby established, and to pay the tolls
aforesaid, it shall be the duty of the said collector to seize
and hold the boats or other vessels concerned in the neglect
or evasion thereof, until the law is fully complied with; and
if that be not done within the space of two days from the
time of such seizure, it shall be lawful for the collector of
tolls, after giving five days’ previous notice of his intention,
by advertisement at the door of the courthouse of the county
of Kanawha, to sell at public auction, for ready money, so
much of the said cargoes of such boats or vessels as will be
sufficient to pay the tolls due, with the addition of fifty per
centum thereon, and the necessary expenses incurred by the
said collector in seizing, securing and taking care of the said
vessels and cargoes; and the said boats or vessels, with the
remaining cargoes, and any balances of money which may
remain from the sales aforesaid, shall then be returned to the
lawful owners or proprietors thereof, or to their agents; and
the Virginia canal company, their collectors or agents, may
sue out an attachment before any justice of the peace against
boats and cargoes upon the Kanawha river, for tolls due and
unpaid by the said boats and cargoes, their owners, masters
or shippers; which attachment shall be prosecuted as in other
cases of attachment for debt.

28. The receiver of tolls shall be authorized to board and
enter all boats or other vessels in the said river, whether in
the stream or at anchor, or at the landings on either shore of
the Kanawha river, or the bays or inlets thereof, and to de-
mand and receive the lecal tolls on all the commodities con-
tained in the said boats or vessels, whether fully or in part
loaded; and in case of failure to pay the said tolls when thus
demanded, the said boats or vessels, and the cargoes thereof,
shall be lable to seizure, sale and disposition in all respects
as prescribed in the toregoing section. And all and every
person or persons on board of any boat or other vessel in
the said river, refusing or neglecting to come to when re-
quired by the said collector to do so, shall forfeit and pay
twenty dollars to the use of the said company, to be recovered
before any justice of the peace: and all persons resisting the
said receiver in the execution of any powers given to him by
law, shall be deemed guilty of a misdemeanor, and be pro-
secuted accordingly.

29, All persons, whether principals or agents, who shall
ship off, or authorize to be shipped off, any article subject to
the payment of toll, without having first entered the same
with the receiver of tolls, as herein prescribed, and paid the
tolls due thereon, shall forfeit and pay three times the amount
of the tolls on the articles so shipped off, to be recovered for
the use of the said company betore any justice of the peace.

CHAPTER VII.
OF DIVIDENDS AND LIABILITIES TO STOCKILOLDERS.
Dividends.

1. While the works are in progress, and after they are
completed, the Virginia canal company may declare and make
semiannual dividends of so much of the surplus profits of
their entire work as they may deem it prudent to divide,
which shall be paid to the stockholders, or to their order, in
such manner as the by-laws may prescribe.

2. The dividends declared as atoresaid upon each share of
stock hereafter to be subscribed, shall be in proportion to the
amount actually paid thereupon by the stockholders. But
the corporations and individual stockholders at the time of
the organization of the company, to whom certificates of
stock, upon which the full amount has been paid, shall have
been issued, shall be paid dividends, rating the said certifi-
rates at one hundred dollars per share. Those who have not
paid in full, shall receive dividends only in proportion to the
amount actually paid.

3. Before any dividend shall be declared to others, the an-
“nuity to the state of one hundred and _ thirty-five thousand
dollars and the tive per centum per annum agreed to be paid
upon the stock owned by the corporations and individuals at
the time of the organization of the company, and their as-
siens, shall be set. aside and provided for, as herein prescribed.
And semiannnally, on first day of Januar y and the first day
of July, the said company shall pay into the public tre easury
of the state, in the mode prescribed by law, the sum of sixty-
seven thousand five hundred dollars in discharge of said an-
buity: and at the same periods shall pay to the private stock-
holders provided for in the sixth article of said agreement,
two and a half per cent. on their capital stock, until the line
shall have been completed to the Ohio river, when said inte-
rest shall cease, and the said private stockholders shall share
with the other stockholders the dividends declared by the
company.

Proceeding to sequester rerennes and property.

4. If the said company shall fail at any time to pay any
such semiannual instalment of said annuity, then out of the
sum of one million of dollars deposited in the treasury of
the state by the said Virginia canal company, according to
the fourteenth article of the said provisional agreement, as set
forth in the first chapter, and the interest which may be due
thereon, the auditor of the state shall raise and pay into the
public treasury the said sum of sixty-seven thousand five
hundred dollars, until the said sum of one million of dollars
is exhausted. And if after the said sum of one million of
dollars is exhausted, the said company shall fail at any time
to pay any such annual instalment of said annuity, and it shall
remain unpaid for three months after it becomes due, then
the auditor of public accounts shall notify the attorney gene-
ral thereof, who shall immediately proceed, on thirty days’
notice to the president, treasurer, or any director of the said
company, to move in the circuit court of the city of Rich-
mond for judgment against such company. Such motion
shall have precedence over all other cases; and upon satisfac-
tory proof that the said instalment has not been paid, the
aid court shall give judgment against said company, and
sequester its entire revenues and property; and the board of
public works shall appoint a receiver. The said receiver shall,
with the approbation of the board of public works, appoint
all necessary agents to aid him, and shall pay into the treasury
such part of the gross receipts of the company as will pay
the amount due, with interest thereon; whereupon the se-
questration shall wholly cease and determine; but during
such sequestration the said receiver and his agents shall, un-
der the direction of the board of public works, be paid for
their services out of such receipts.

5. If the said company shall fail to pay to any of the said
private stockholders the semiannual interest on their stock for
ten days after the same is demanded, upon the application of
such stockholders, upon ten days’ notice, to any officer or di-
rector of the company, at the office of the company in Rich.
mond, the auditor of the state shall raise and pay the said
interest due, out of the said sum of one million of dollars
deposited in the treasury by the said company, and charge
the same to the company; or the said stockholders, or any of
them, may, at their option, proceed, by warrant before a jus:
tice of the peace, to recover the same, if the justice have
jurisdiction of the amount; or, if not, by action of debt in
the circuit court of the city of Riehmond. And when the
said work shall be completed to the Ohio river as aforesaid,
the payment of the said five per cent. per annum shall cease.

6. Vhe dividends which may be payable to the common-
wealth of Virginia upon the stock held by the state, in trust
for individuals who tailed or refused to receive the same,
shall be paid. as other public dues to the state are paid, to
the treasurer of the state, upon demand.

Dividends, where to be paid.
7. The dividends and other dues to the American stock-
helders, other than those herembefore provided for, shall be
peud at the company’s office in the eity of Richmond. Those
of the foreign steckholders may be paid in Paris, or else-
where, as may be prescribed by the by-laws of the company.

Dividends to be credited against debts.

8. If any stockholder be indebted to the company, his
‘dividends, or so much as may be necessary, shall be passed
to his eredit in payment of tue debt.

Notice of dividend to be published; uncalled for dividends to be paid
into state treasury.

9. Of every dividend declared, and of the time and place
appointed for the payment thereof, the board shall cause no-
tive to be published in some newspaper printed in the city of

Qehmond, and shall also cive notice thereof, in such manner
as they may deem expedient, in the eity of Paris. In Janu-
ary, eishteen hundred and sixty -cicht, and once in every five
years thereafter, they shall publish, in like manner, a list of
ail dividends which have remained unpaid: for two years or
more, With the names of the persons to whose credit such
dividends stand. All dividends not called for within the
term of five years atter they have been declared, shall be paid
into the publie treasury, to be subject to the order of the
sharcholder or his legal representative, when called for, the
sharchotder establishing his right thereto, to the satisfaction
of the auditor of public accounts.
REGULATIONS FOR THE INSPECTION OF BOATS, AND FOR BOATMEN
AND CEE, HARBOR AND DOCK MASTERS, TO PREVENT THE
COMPANY? *S WORKMEN OR EMPLOYEES FROM VIOLATING THE PEACE:
EXEMPTING THEM FROM WORKING ON OTHER ROADS, AND FROM
MILITIA DUTY. t

Inspectors of boats.

1. The said company may require such of the lock keepers
or toll gatherers, upon any part of their water line as they
may invest with the authority hereby given, to become in-
spectors of boats, and require from such person bond with
good security in such penalty as their by-laws may prescribe,
for the true and faithful performance of the duties of his
office; and such person shall also take an oath for the same
purpose.

Dock masters and harbor masters.

2. The said Virginia canal company may establish revula-
tions for the preservation of good order at any of their
basins, docks or landings, and at wharves for loading and un-
loading boats or vessels engaged in navigating their water
line, at any point thereon, whether on rivers or canal: pro-
vided such regulations be consistent with the laws of the
state and the “police regulations of any city or corporation
authorized by law to prescribe such regulations; and for such
purpose may appoint dock masters or other oificers, whose
duty it shall be to cause such regulations to be obeyed, and
to collect the penalties fixed by said regulations for intringe-
ments thereof; which penalties shall be recoverable before
any tribunal having jurisdiction thereof.

3. No harbor master shall have any control over any boat
or vessel after the same shall have entered the said company’s
line, as designated in the fifth chapter, nor wiile entering,
remaining in or leaving any of | said company ’s docks, locks
or water line, or any channel lIcading thereto, which have
been constructed by them according to law, or by the com-
pany whose rights and interests have been transferred to
them.

4, The said dock masters, or other officers appointed to
discharge their dutics, shall regulate the anchoring and moor-
ing of all lighters, boats, and bay and river craft, steamboats
and other vessels which come within any of the said docks or
basins, or anchor at or are secured at any of such wharves or
landings. He shall also regulate thetr entrances and depar-
ture, so as to prevent confusion and disorder,

&. Any master or head man of any vesscl, or boat, or othe
eraft, who shall fail or refuse to ohey or comply with the law
ul order of any of said dock masters or other officers, aller
having had a reasonable time for obedience or compliance,
shall be liable to a tine of five dollars for every such offence;
to be recovered before any justice of the peace having ju-
risdiction.

To precent companys employees from ceolating lhe peace.

U. Lf at any time, on any part of the company’s line, any
workman or other employee shall be engaged in a riotous,
tumultuous or unlawful assembly, or in any violation of the
peace, any judge or justice within his jurisdiction may sup-
press the same; and for that purpose, may command the
assistance of all persons present, and of the sberiff or ser-
geant of the county or corporation, with his posse, if need
be, to arrest and secure those engaged in any violation of the
peace. And it shall be the duty of any contractor or officer
of the said company, having knowledge thereof, to give
immediate information of any such violation or apprehended
violation, to some judge or justice nearest thereto. Any
person so arrested shall be proceeded against as prescribed
by law in such cases.

bxemption from working on other roads.

i. The officers, contractors, and their avents and laborers.
hirelings or hands, while engaged at work upon the line of the
company’s works, shall be exempt from, and in no wise sub-
ject to, the provisions of any road law, by which the citizens
of any county or corporation along said line may be com-
pelled to perform labor on any road or work within the same,
and from any tax or contribution whatever, under any special
road law heretofore passed, or that may be hereafter passed,
for any county or corporation.

Evemption from militia duty.

8. The following persons shall be exempt from the per-
formance of the ordinary duties of militiamen, but shall be
liable to be drafted and detailed for actual service, to wit:
All terrymen employed by said company at any ferry owned
by it; all keepers of any toll bridge owned in like manner;
two of the clerks in the oftice of the collector of tolls on the
Richmond dock and on the lower section of the company’s
canal; the inspectors of boats, lock gate keepers and over-
seers employed by them; all their toll gatherers, and the
workmen who are nonresidents of the county or corporation
in which they are at work, and actually engaged in fulfilling
any contract for the completion of any work on the com-
pany’s water line in a specified time.
For THE PREVENTION OF OBSTRUCTIONS; TO FACILITATE NAVIGA-
TION ON THE COMPANY’S LINE, AND TO PUNISH OFFENDERS; SALE
OF WATER POWER; RESERVATION OF WATER FOR THE STATE
ARMORY.

Rights of navigation preserced; ltmitation on power of courte to
grant leave to erect dams.

1. In any of the rivers or water courses, the right of im-
proving or extending the navigation of which has been given
ereby, or may be hereafter given to the Virginia canal com-
pany, it shall not be lawful for any court to grant to any
other person or company the preference to the use of the
water flowing therein for the purposes of such navigation,
nor to grant leave to any person to erect a dam or other ob-
struction across or in such water course, by which the ordi-
nary navigation will be obstructed, nor by which the water
uscd as a feeder to any part of the company's water line may
be diverted or lessened, without the consent of said com-
pany. Any such dam or obstruction, notwithstanding it may
be built under such leave, shall be deemed a nuisance, and
may be abated as such.

Penalty for obstructing nuvigution with fish traps, &e.

2. If any person or company shall hereafter make or cause
to be made any ‘hedges, fish traps or other obstructions in
any of said rivers composing part of the said company’s wa-
ter line, so as to impede or injure the passage of batteaux,
floats or other vessels, such person or company shall forfeit
and pay to the said canal company the sum of fifty dollars for
each offence.

Buoys, beacons and ring bolts to be placed in rivers.

3. The said company shall cause buoys to be placed in any
part of their water line in which they may be necessary, so
as readily and clearly to indicate and point out to navigators
all the entrances and lines of the sluices, the wing dams and
the jetties, and generally the course of the channels. They
shall also cause beacons to be placed on the bars, rocks
and other obstructions to navigation, not within the sluices
or channels, but which, from their positions, or from other
causes, are likely to endanger the safety of vessels or boats
navigating the said water line; which buoys and beacons
shal] be so constructed as to be visible until the water in any
of the rivers on the said line in which they may be necessary,
shall rise five feet above its ordinary lowest level. For the
greater safety and convenience of the trade, it shall be the
further duty of the said company to cause large rings to be
attached by suitable bolts to rocks or other stable bodies.
along the sluices and at the ends of the wing dams and jet-
ties, for the better enabling boats or vessels to overcome the
force of the currents by warps and cords.

Water not to be used but for navigation; water power, how sold.

4. The water, or any part thereof, conveyed through any
canal or cut made by the company, except where the land
between the canal and the river is entirely the property of
the company, shall not be used for any purpose but naviga-
tion, unless the consent of the proprietors of the land be first
had; but the company may lease or sell to any person or
company the water power necessary for propelling any ma-
chinery tor milling or other purposes, w here such person or
company may have obtained the necessary site therefor.
And where the company is possessed of, or may acquire here-
after, land as hereinbefore provided for, and shall not thereby
damase other proprietors of land in a manner not compen-
sated tor at the time of acquiring the same, they may estab-
lish any such machinery, and work the same with the water
from any canal or dam, so as not to impair the navigation by
such use of water, and may again sell or Icase the same.

Water for armory, Se. reserved.

). The commonweaith of Virginia reserves the right to
the use of so much of the water in the canal of the company
as may be sufficient to propel the machinery necessary for the

manufacturing of arms at the public armory in the city of
Richmond, and which shall be used for that purpose, free of
all charge whatever; ; and the company shall at no time stop
or obstruct the use of said water, except when absolutely
necessary for the repair of the canal; and In time of war or
apprehended danger, the governor shall be the judge of such
necessity. The said company shall not obstruct the use of the
water, to the extent it is now enjoyed, to the lessees of the
state on the property adjoining the said armory, they paying
the rent for said water heretofore agreed to be paid, or that
may be contracted to be paid in case of a renewal of their
lease: provided, that the quantity of water taken by the state
shall not so reduce the water in the canal as to interfere with
the navigation thereof, and the compliance by the company
with any contract heretofore made, for a supply of water from
the canal to mills or other manufactories. ‘This section shall
not be construed to waive or impair any right of the com-
monwealth, by virtue of any law, resolution or contract, to
water from the said canal, but suc h nicht shall be valid against
the said canal company: provided, that the whole quantity
of water for the commonwealth shall not exceed that to
which the commonwealth may be entitled as aforesaid.
IteTURNS, REPORTS AND TAXATION} DURATION OF CHARTER; RIGHT
TO ABOLISH IT; WHEN JAMES RIVER AND KANAWIIA COMPANY
RESTORED TO THEIR RIGHTS AND FRANCHISES.

Reports required of company.

1. Whenever the general assembly shall call on the Vir-
ginia canal company tor any information relative to its opera-
tions, affairs or condition, the said company shall furnish the
same. Whether the general assembly shall do so or not, the
Virginia canal company shall make an annual report to the
board of public works, of its condition and the state of its
affairs on the thirtieth day of September, and of the opera-
tions of the company during the year ending on that day;
which report shall be verified by the president of the com-
pany, and be filed in the office of the said board by the
fifteenth day of November in each year. The said report
shall be in such form as the board of public works shall pre-
scribe; and in preparing such form, the said board are hereby
directed to require that the said report shall retain as full and
minute information in regard to the condition, affairs and
operations of the said canal company, as may be required by
said board in regard to the condition, affairs and operations
of the railroad companies within the commonwealth.

Penalty for failing to make report.

2. If the said company shall fail to make the report herein
required, and in the manner required, it shall be liable to a
penalty not exceeding one thousand dollars. And the board
of public works, if in session, or its secretary, if it be not in
session, shall report such failure immediately to the attorney
general; and it shall be his duty, after giving to the said
company ten days’ notice, to proceed against the same for
such failure, by motion, in the circuit court of the city of
Richmond. Such court shall consider said case a privileged
case, and it shall be its duty to enter up a judgment for a tine
not exceeding one thousand dollars and the costs, including
a fee of twenty dollars for the services of said attorney
general. Execution shall be awarded against the said com-

any, to be levied as other executions are levied upon any of
its property.

Taxation.

3. The works which the said company shall construct, and
the property which they shall acquire by purchase or con-
demnation, under the authority of this law, shall be vested in
them and their successors forever, for their own use and
benefit, exempt from all public taxes, burdens or charges,
other than those which may be imposed or authorized by this
act: provided, that when the dividends declared by the said
company shall reach ten per centum per annum, then the
said company shall be subject to taxation, at a rate not ex-
ceeding that imposed on other internal improvement com-
panies in this state.

Duration of charter.

4. If the said Virginia canal company be not organized by
the appointment of a president and directors as required by
this charter, within ten months from the passage thereof, this
act shall be null and void; and if said company shall not
bona fide commence its works within six months after its
organization, or if, after commencing its works, it shall sus-
pend its operations for one year, or if it shall fail to comply
with the provisions of the fifth chapter hereot, so far as the
same refers to the fourteenth article of the said provisional
agreement, the general assembly may abrogate this charter,
and declare that the corporate rights and privileges of the
company shall cease; or it may allow said company such
further time to complete the said works and to comply with
its engagements, as to the legislature may seem Just and
proper.

Disposition of property when corporation ts dissolved.

5. If the said corporation shall be dissolved as aforesaid.
and its corporate rights and privileges shall have ceased, all
its works and property, and debts due to it, shall be subject
to the payment of debts due by it, in accordance with the
provisions of this charter; and it may sue and be sued, as
before, for the purpose of collecting debts due to it, prose-
cuting rights under previous contracts with it, and enforcing
its liabilities and transferring its property and debts to its
successor, as hereafter provided.

When James river and Kanawha company restored to tts rights.

6. If the said Virginia canal company shall fail to comply
_with its undertaking as hereinbefore set out, so that the
general assembly shall proceed to abrogate its charter and to
declare that its corporate rights and privileges shall cease.
and that its property shall be forfeited according to the pro-
visions of this act and said provisional agreement, then the
James river and Kanawha company, as it existed before the
passage of this act, shall thereupon be restored to all the
rights conferred by its charter and the laws existing at the
time of the passage of this act, as fully and effectually as 1t
this act had never passed; and so much of the sum of three
hundred thousand dollars appropriated by the act of March
twenty-third, eighteen hundred and sixty, for the improve.
ment of the Kanawha river, as shall have been expended
thereon, and shall not have been repaid to the state, shall be
and remain a lien upon the works. property and franchises ot
the company in and upon the Kanawha river: and the deed
which has been executed for the security of the said sum of
three hundred thousand dollars, shall be in full force and
effect ; and all the rights, interests and liens of the state in
and upon the James river and Kanawha company, and the
works, property and franchises thereof, as the same exist at
the time this act is passed, shall exist and be in full force and
effect: and the said James river and Kanawha company shall
be subject to all the restrictions, duties and Habilities that are
imposed upon it by the laws in force immediately betore the
passage of this act; and said laws so in force at the passage
of this act, shall be, in all other respects, in full force.
7. The stockholders in the Virginia canal company, at the
time when its said charter shall cease, and when the rights of
the said company shall be transferred to the said James river
and Kanawha company, who were stockholders in the James
river and Kanawha company, or who derived title to their
stock from or under such stockholders, to the extent of the
stock so held, shall be considered stockholders in that com-
pany, and their stock shall be of the par value at which it
was estimated while stockholders of the said James river
and Kanawha company; and in all other respects they shall
be restored to their rights and liabilities, and be entitled to
the profits and remedies granted by the charter of the said
James river and Kanawha company before the passage of
this act. And the state shall have the same quantity of stock
in the said James river and Kanawha company, and the same
interest therein, as is now held by the state in said company.

8. If, at any time hereafter, the board of public works shall
be abolished, or shall cease to exist, the powers and authority
vested in it by this act shall be vested in and exercised by
such other body as may be authorized by the constitution or
laws of the state to control and superintend the public works
of Virginia.

9. No tax shall be charged for this charter under the tax
bill passed at the present session of the general assembly.

1U. This act shall be in force from its passage.

Chap. 29.—An ACT to amend and re-enact the act entitled an act to m-
corporate the Virginia Canal Company, and to transfer the Rights and
Franchises of the James River and Kanawha Company thereto, passed
March 29, 1861.*

Passed February 3, 1866.

Be it enacted by the general assembly, That the act
entitled an act to incorporate the Virginia canal company,
and to transfer the rights and fr anchises of the James river
and Kanawha company thereto, passed March twenty-ninth,
eighteen hundred and sixty-one, be amended and re-enacted
so as to read as follows:

CHAPTER I.
Or THE INCORPORATION OF TITE COMPANY.

Whereas the James river and Kanawha company, at their
called meeting in the month of August, eighteen hundred and
sixty, authorized an agreement to be entered into, and which
was executed by the president of said company, in pursuance
of such authority, between himself and Ernest de Bellot des
Minieres and his associates, under the firm and style of Bel-
lot des Minieres, Brothers and Company, of France, and to
which the board of public works of this state gave its assent,
as evidenced by the signature of its president thereto; which
agreement is in the following words:

“ An executory agreement, entered into this first day of Sep-
tember, in the year eighteen hundred and sixty, between
Ernest de Bellot des Minieres, for himself and his asso-
ciates, under the firm and style of Bellot des Minieres, Bro-
thers and Company, of France, of the one part, and Thomas
H. Ellis, president of the James river and Kanawha com-
pany, for and on behalf of the said company, in pursuance
of a resolution adopted by the stockholders of said com-
pany, in general meeting, on the thirtieth day of August,
eighteen hundred and sixty, of the other part, witnesseth:

“Whereas it is a matter of the highest importance to the
state of Virginia, that the water line between the Chesapeake
bay and the Ohio river, which will open the great west and
southwest, and its immense trade to the markets of the
world, by the shortest, cheapest, safest and most certain route,
and lead to an incalculable increase of the direct foreign
trade of Virginia, should be promptly completed, the parties
of the first part, desiring not only to secure to themselves
and their associates the profits of the line when completed,
but to France the primary advantages of the direct trade
with her, which the line must establish, have proposed to
purchase the line from Richmond to the Ohio river, with the
right and obligation to complete the same; and the president
and directors of the James river and Kanawha company and
the board of public works of Virginia concurring in these
views, and sympathizing strongly with the parties of the first
part, in their desire to establish direct trade with France, the
ancient ally of the United States, the said president and di-
rectors of the James river and Kanawha company have en-
tered into negotiation with the parties of the first part, and
have, with the approbation of the board of public works,
entered into a provisional agreement with them, as herein set
forth. And since it is necessary to procure the approval of
the general assembly to the said agreement, therefore, sub-
ject to said approval, the said James river and Kanawha com-
pany do contract and agree with the said parties of the first
part as follows; that is to say:

“1, A new company shall be formed, by the name and
style of The Virginia Canal Company, with a capital stock
of not less than twenty nor more than thirty-five millions of
dollars, in shares of one hundred dollars each; to which shall
be transferred all the property and franchises of the James
river and Kanawha company: the stockholders in the James
river and Kanawha company, other than the commonwealth
of Virginia, to have one share of stock in the said Virginia
canal company for every two shares of stock they now hold;
and the state to transfer to the said Virginia canal company
all her rights as a stockholder in the said James river and
Kanawha company, upon condition that the new company
perform and fulfil the terms and conditions hereinatter
imposed.
“2. The Virginia canal company shall be organized with a
charter similar to the original charter of the James river and
Kanawha company, with such modifications and additions as
may be necessary and proper for adapting it to the purposes
of the new organization.

“3. The Virginia canal company shall clear out the deposits
in the present line from Richmond to Buchanan, and repair
all the present works; that is, the embankments, aqueducts,
bridges, culverts, waste weirs, locks, dams, houses and struc-
tures of every kind, repairing those wanting repairs only, and
building anew the works requiring to be rebuilt, so that the
whole line from Richmond to Buchanan shall be of a depth
of not less than five feet at any point, and in all respects in a
perfect state of repair.

“4, They shall keep on all the line a sufficient number of
dredge boats to keep the water way continually free from
deposit and obstructions of every kind, and a sufficient num-
ber of extra lock gates and wickets ready to be inserted in
case of accident. They shall likewise have weigh locks at
not less than three points on the line.

“5, They shall complete the water line of improvement
from Buchanan to the Kanawha river, and the improvement
of the Kanawha river, so as to make a continuous water line
from tide-water at Richmond to the Ohio river; constructing
the works on the general plan of the part of the improve-
ment that has already been made, but with the following
modifications, to wit:

“The locks from Buchanan to the Greenbrier river shall be
not less than one hundred and twenty feet long between the
gates, by twenty feet wide in the clear, and on the Green-
brier and New rivers, and on the Kanawha river at and above
Lykens’ shoals, not less than two hundred feet long between
the gates, by forty feet wide in the clear, and the works from
Buchanan to the foot of Lykens’ shoals on the Kanawha river
shall be so constructed as to give a depth of water of not
less than seven feet at any point.

“The Kanawha river to be improved from L.ykens’ shoals
to its mouth, in such manner as to secure a depth of water of
not less than six feet at all seasons of the year; the channel
through the shoals to be eighty feet wide at the bottom, and
one hundred and four feet wide at the top.

“The capacity of the improvement from Richmond to
Buchanan shall be enlarged by increasing the depth of the
water to not less than seven feet at any point, and by increas-
ing the dimensions of all the present locks to not less than
one hundred and twenty feet long between the gates, by
twenty feet wide in the clear, or by doubling the locks, and
making the new locks of the dimensions aforesaid. But the
increase in the dimensions or the doubling of the locks need
not be made until the locks require reconstruction or the
trade of the canal shall demand it.

“The capacity of the Tide-water connection and the Rich-
mond dock shall be enlarged so as to afford adequate accom-
modation to the trade of the line, by opening a second com-
munication with tide-water by the route of the Haxall canal,
or other suitable route; or instead of that, enlarging or dou-
bling the present locks between the basin and the dock, as
well as the present shiplock, in such manner as may be neces-
sary to obtain a proper result; and by constructing all such
other works as may be necessary for enlarging the capacity
of the dock and Tide-water connection for the purpose afore-
said.

“6. The said Virginia canal company shall issue to the re-
spective stockholders in the James river and Kanawha com-
pany, other than the state, certificates of stock, at the rate of
one share in the new company tor every two shares held by
them in the James river and Kanawha company, which shall
be full satisfaction of all their interest in the last mentioned
company; and they shall pay annually to the holders of such
certificates five per centum per annum on the amounts thereof,
from the date of the organization of the new company until
the line shall be completed to the Ohio river in the manner
before mentioned; and thereafter, in lieu of the said five per
centum, shall pay ‘them their ratable share of the profits of
the company.

“7, The stockholders in the Vi irginia canal company shall
enjoy equal rights, except as prov ided in the next preceding
section.

“, The tolls on the line shall be regulated by the board of
public works, or such other authority as the general assembly
may substitute for the control and superintendence of the
public works of Virginia: provided, that during the con-
struction of the work the tolls shall not exceed two and a
half cents per ton per mile, nor be less than one cent per ton
per mile on merchandise and manufactures; shall not exceed
one and a half cents per ton per mile, nor be less than five
mills per ton per mile on agricultural products; shall not ex-
ceed one cent per ton per mile, nor be less than two and a
half mills per ton per mile on products of mines and forests;
and after the completion of the improvement to the Ohio
river, shall not exceed two cents per ton per mile, nor be less
than five mills per ton per mile on merchandise and manufac-
tures; shall not exceed one cent per ton per mile, nor be less
than two and a half mills per ton per mile on agricultural
products; and shall not exceed tive mills per ton per mile,
nor be less than two and a half mills per ton per mile on pro-
ducts of mines and forests: provided, that these rates shall
apply to the through rates, but the tolls on the way trade
may be increased one-third: and provided further, that the
toll may be brought below the minimum rate on any article,
by the said board or other authority, with the consent of the
Virginia canal company.

“9, The board tor the management of the company shall
consist of a president and seven directors, with the privilege
to the company to increase the number of directors to twelve;
two of the directors shall be appointed by the state of Vir-
ginia in such manner as she may by law provide; the other
directors shall be appointed by the stockholders, and the pre-
sident shall also be appointed by the stockholders; but his
appointment shall be subject to the approval of the state, in
such manner as she may by law provide.

“10. The office of the new company shall be at Richmond,
Virginia, but a branch may be located at Paris. The divi-
dends and other dues to the American stockholders shall be
paid at the office in Richmond; but the dividends and dues
of the other stockholders may be paid in Paris or elsewhere,
at the pleasure of the new company.

“11. A majority of the directors shall always be present
to constitute a board. The proceedings of the board shall
be recorded in the English language, at the office in Rich-
mond, and be at all times open to the inspection of the stock-
holders, and the state, by such officer as she may appoint.

“12. The said Virginia canal company shall be organized
within six months from the passage of the act of the legisla-
ture incorporating it, and within the same time shall com-
mence bona fide the work of construction at Buchanan and
on the Kanawha river; and shall also, within the same time,
commence bona fide the repairs of the line between Rich-
mond and Buchanan; and shall complete the construction of
the line to Covington and the repairs of the line from Rich-
mond to Buchanan, within three years from the time of com-
mencement, aforesaid, and complete the Kanawha improve-
ment from Loup creek shoals to the mouth of the river within
four years from the time of commencement aforesaid; and
shall complete the entire line from Richmond to the mouth
of the Kanawha river, in all respects, except the enlargement
of the capacity of the canal from Richmond to Buchanan,
within eight years from the time of commencement aforesaid;
and shall complete the enlargement of the capacity of the
Richmond dock and Tide-water connection, as well as the
enlargement of the capacity of the canal from Richmond to
Buchanan, by deepening the canal, as herein above provided,
within ten years from the said time of commencement.

“13. The said company shall not have the power, by mort-
gage, deed of trust or other contract, to create a lien upon
its works and property, except that hereinafter created in
favor of the commonwealth of Virginia, and shall not be
competent to sell the same without the assent of the general
assembly of Virginia.

“14, The said company shall, in consideration of the trans-
fer aforesaid by the state of Virginia of all her rights asa
stockholder in the James river and Kanawha company, pay
into the treasury of the state, semiannually forever, the sum
of sixty-seven thousand five hundred dollars; and as a gua-
rantee for the faithful compliance with the stipulations of this
agreement, they shall deposit with the treasurer of Virginia
the sum of one million of dollars in the six per centum regis-
tered stock of the commonwealth of Virginia, to be held by
him upon the following terms and conditions; that is to say:
the interest upon the said stock, while on deposit, shall be paid
to the said company. When the canal shall have been com-
pleted to the town of Covington, and the Kanawha improve-
ment completed from Loup creck shoals to the mouth of the
river, if within the times prescribed, one-half of the said sum
shall be returned to the said company; and when the entire

line shall have been completed in the manner betore men-
tioned, to the Ohio river, if within the time prescribed, the
other half shall be returned to the said company: provided
the annuity to the state of Virginie and the five per centum
interest to the private stockholders, hereinbefore provided
for, shall have been punctually paid; and if the same shall
not have been punctually paid, then so much of the said sum
of one million of dollars as may be necessary shall be appro-
priated to the payment of the Pane, and the residue returned
to the said M. de Bellot des Minteres and his associates, or
to the Virginia canal company, as may be proper; but if the
said company shall fail to complete the construction of the
line to Covington, and the repairs of the line from Richmond
to Buchanan, within three years from the time of the com-
mencement herein prescribed, or shall fail to complete the
Kanawha improvement from Loup creck shoals to the mouth
of the river within four years from the time of commence-
ment herein prescribed, or shall fail to complete the entire
line from Richmond to the mouth of Kanawha river, in all
respects, except the enlargement of the capacity of the canal
from Richmond to Buehanan. within eight years from the
commencement herein prescribed, or shall fail to complete
the enlargement of the 4uchmond dock and Tide-water con-
nection, as well as the deepening of the canal to Buchanan,
within ten years from the time of commencement herein pre-
scribed, the nid sum of one million of dollars shall be re-
tained and paid to the commonwealth of Virginia as stipu-
lated damages in money for such failure; and all the work
which may have been done in repair and construction, as well
as all the rights which the said Virginia canal company shall
have acquired in the property and franchises of the James
river and Itanawha company, shall be forieited and revert to
the latter company as at present orgamized; winch company
shall be thereupon reinstated in all its rights, as if this
arrangement had never been made, and shall have full richt
and authority to re-enter upon and resume the control of the
whole line of i improvement; and tor that purpose, the present
organization of the James river and Kanawha company shall
be continued: provided, however. that if the said Virginia
eanal company shall be unable to complete the said w rater
line improvement from Richmond to the Ohio river within
civht vears as atoresaid, or to complete the enlargement of
the Richmond dock and 'Tide-water connection, and deepen-
Ine of the eanal from Richmond to Buchanan, within ten
Years as aforesaid, they may have two years’ extension of
time in cach case, by paving into the treasury of the com-
monwealth of Virgima, tor the sad commonwealth, betore
the expiration of the said period of eight years, a half mil-
lion of dollars, if they require the extension of time for the
completion of the water line as well as for the said enlarge-
ment; or by so paying one hundred thousand dollars before
the expiration of ten years, if they require the extension of
time only as to the enlargement atoresaid; which said sums
are agreed upon as liquidated damages to be paid to the said
commonwealth in the contingencies aforesaid, for the loss
sustained by such delay or delays in the completion of the
said works as herein required: provided, however, that if the
said Virginia canal company shall have proceeded in good
faith to execute the said works, then the general assembly
may suspend the said forfeiture, and allow to the said com-
pany such further time as to it may seem just and proper, to
complete the said works.

“15. The said Bellot des Minieres, Brothers and Company
shall pay to the commonwealth of Virginia so much of the
three hundred thousand dollars of state bonds appropriated
by the act of the general assembly of Virginia, passed March
twenty-third, eichteen hundred and sixty, for the improve-
ment of the Kanawha river, as shall have been issued and
sold, and expended bona fide on the Improvement, when they
shall become entitled to the property and revenues of the
James river and Kanawha company; and upon payment
thereof, the said commonwealth shall release the mortgage
given by the said James river and Kanawha company on the
said Kanawha improvement to secure the payment of the
said bonds.

“16. As soon as the said M. de Bellot des Minieres and
his associates shall have been regularly incorporated accord-
ing to the laws of France and Virginia, and satisfactory au-
thentication of that fact communicated to the president of
the James river and Kanawha company and the board of
public works, and shall have deposited with the treasurer of
Virginia one million of dollars in the six per centum regis-
tered stock of the commonwealth, and shall have deposited
in one or more of the banks of the city of Richmond, to the
credit of the president and directors of the James river and
Kanawha company, for the purpose of paying the floating
debt of the company, the sum of four hundred thousand dol-
lars, to be applied to the payment of the said floating debt as
far as necessary, and the balance, if any, to be returned to
them; and shall also pay into the treasury of Virginia the
amount agreed to be paid by them under the next preceding
section—then the James river and IXanawha company shall,
by proper deeds, convey its entire property of every kind to
the said Virginia canal company, subject to the charges be-
fore nientioned in favor of the present private stockholders
and the commonwealth of Virginia, and subject to any pre-
sent subsisting contracts for the use of the water of the canal,
and subject to all the provisions of this agreement: And
until this conveyance shall be made, the James river and Iva-
nawha company shall manage the said property, effects and
revenues under the existing laws, the said M. de bellot des
Minieres and his associates furnishing all the means and mo-
ney that may be necessary to carry on the business of the
company, complete Bosher’s dam, the Joshua falls dam, the
dam at Lypehburg, and the North river improvement, and
keeping the canal in proper repair—they receiving credit for
all the revenues of the company. But the president and
directors of the present company shall have no power or au-
thority to charge the property of the company with any debt,
except for the purpose of keeping the line in proper repair
and working condition, and completing the dams and North
river improvement, as hereinbefore mentioned.

“17, The said Virginia canal company may at any time
discharge itself from the annuity to the state of Virginia, by
the payment into the treasury of Virginia of the sum of two
millions two hundred and fifty thousand dollars in specie;
but until the same shall be paid, the annuity of one hundred
and thirty-five thousand dollars to the commonwealth shall
be forever a charge upon the whole property of the company,
and the legislature may provide by law in what manner the
payment of the said annuity shall be enforced.

“18, The European parties and stockholders may, as be-
tween themselves, determine what their relative rights and
obligations shall be.

“19. The stockholders in the Virginia canal company shall
be required by their charter to hold at least one general
meeting every year in the city of Richmond.

“20. When this agreement shall be approved by the gen-
eral assembly, and a charter shall be granted as provided in
the first and second sections thereof, the said agreement shall
be binding upon all the parties thereto, without any further
action on the part of the stockholders or directors of the
James river and Kanawha company; and the said James
river and Kanawha company binds itself to use its best ef-
forts to obtain, at the earliest day possible, the approval of
this agreement and of the charter as provided for, by the
general assembly ; and, in the mean time, the said agreement
shall be obligatory upon the said James river and Kanawha
company, to the full extent that the said company has the
legal authority to act without the approval of the general
assembly.

“And to prevent delay in the commencement of the works
hereinbefore contracted to be executed, the said parties of
the first part shall be authorized to proceed forthwith in their
said undertakings; and if the general assembly shall fail to
approve the said agreement, and to grant said charter, then
the James river and Kanawha company binds itself to issue
bonds, under the act of the twenty-third day of March,
eighteen hundred and sixty, to the parties of the first part,
for an amount equal to the principal sum which may have
been expended upon its works as contemplated in this agree-
ment, and the interest thereon from the time when the same
shall have been expended until the repayment in bonds as
aforesaid; and the said James river and Kanawha company
shall thereupon be restored to all the rights conferred by its
charter, as if this contract had not been made, and the said
contract shall thereafter be null and void.

“In testimony whereof, the said Ernest de Bellot des
Minieres, acting for himself and the firm of Bellot des Min-
eres, Brothers and Company, hath hereto subscribed his
name and annexed his seal, and the said Thomas H. Ellis
president of the James river and Kanawha company, acting
under authority as aforesaid, hath subscribed his name and
caused the seal of the company to be affixed, the day and
year first above written, at Richmond, Virginia.

EK. pt Betxrot pes Minteres, [Seal.
Tiomas H. Entis,

Pres. J. R. and K. Co.”
{Corporate Seal.]

And whereas the general assembly of the commonwealth
of Virginia approve the objects and views of the contracting
parties, and are disposed to give to their contract validity
and effect, except so far as it may be modified by this act:
Therefore,

Company incorporated ; general powers; restrictions thereon,

1. Be it enacted, That when the board of public works
shall be satisfied that the minimum capital of twenty millions
of dollars has been raised as provided for in the next chapter,
then, in compliance with the first article of said agreement,
the persons constituting the firm and style of Bellot des
Minieres, Brothers and Company, and such persons as they
may admit into association with them, together with the
corporate and individual stockholders of the present James
river and Kanawha company (other than the commonwealth
of Virginia), and such persons as may become subscribers to
the qpital stock hereafter authorized, and their successors
and assigns, shall be and are hereby incorporated into a
company, by the name and style of The Virginia Canal Com-
pany; and by that name, shall have perpetual succession and
a common seal, may sue and be sued, plead and be impleaded,
purchase and hold, sell and convey real and personal pro-
perty; and shall be, to every intent and purpose, in law, the
successors of the present James river and Kanawha com-
pany: provided, that the corporate powers shall not take
effect until the minimum stock shall be taken: provided,
however, that they shall hold no real estate, except that
which by this act, or some other act of the general assembly,
may be vested in them, or they may be authorized to acquire
for the purpose of the improvements which they are required
to make; and that they shall in no wise deal as bankers or
merchants, or in buying and selling any produce or com-
modities whatsoever, except such as it is obviously convenient
and proper for them to purchase and sell in the regular
performance of the duties required of them by this act; and
that they shall not be engaged in the establishment or con-
duct of manufactures, further than for the supply of their
own consumption and that of the persons in their service,
and in letting to farm or lease sites for mills and other ma-
chinery and water for their use.

2. The stockholders in general meeting shall have power
to make all such by-laws, rules and regulations, not inconsis-
tent with the constitution or laws of the land, as they may
deem proper, for the well ordering of the affairs of the com-
pany, for the protection and preservation of their property,
and for the maintenance of good order and good police
among their officers, agents, servants and laborers, and among
the boatmen and others who use their canal and other works.

3. The said company shall not subscribe to the stock of
any other company, unless it be specially allowed by law;
but this prohibition shall not prevent it from receiving stocks
or other property in satisfaction of any judgment, order or
decree, or as collateral security for or in payment of any debt,
or from purchasing stocks or other property at any sale made
for its bencfit. If it so receive shares of its own stock, it
may either extinguish the same, or sell and transfer such
shares to a purchaser. While, however, it holds such shares
of its own stock, no vote shall be given thereon.

Works and property not to be encumbered or sold.

The said company shall not have the power, by mortgage,
deed of trust or other contract, to create a lien upon its works
and property, except that hereinafter created in favor of the
cormmonwealth of Virginia, and shall not be competent to
sell the same without the assent of the general assembly of
Virginia.

Provision for repayment of money expended on Kanawha improvement.

5. The Kanawha river shall remain subject to all the exist-
ing laws in relation thereto, and unaffected by this act, until
the completion of the work now under contract and in pro-
gress upon said river: provided such work shail be completed
before the first day of January, eighteen hundred and sixty-
eight; but when the said Virginia canal company shall be
fully organized and vested with the control of the residue of
the line other than the Kanawha river, the term of office of
the present members of the Kanawha board shall expire, and
members of said board shall be appointed, two by the Vir-
ginia canal company, and three by the board of public works,
whose term of office shall be the same as now prescribed by
law, all of whom shall be citizens of the state, and residents
of the Kanawha valley; and the present members of the
Kanawha board may be reappointed as members of the new
board, and such new IXanawha board shall have control of
the Kanawha river until the payment by the Virginia canal

company of the money hereinafter provided to be paid on
account of the Kanawha river. Immediately after the com-
pletion of the work now in progress on the Kanawha river,
or on the first day of January, eighteen hundred and _ sixty-
eight, if such work shall not be completed before that time,
the said Vi irginia canal company shall pay to the common-
wealth of Virginia so much of the appropriation of March
twenty-third, eighteen hundred and sixty, for the improve-
ment of the Kanawha river, as may have been bona fide ex-
pended in the construction of said improvement; and upon
payment of said amount, the said Virginia canal company, by
the operation of this act and the conveyance hereinafter au-
thorized, shall be invested with all the rights, powers, fran-
chises and privileges of the James river and Kanawha com-
pany, in and to said Kanawha river; and upon such payment,
the said commonwealth shall release the mortgage given by
the James river and Kanawha company on the said Kanawha
improvement, to secure the payment of the said bonds. Such
release shall be executed by the board of public works as
soon as satisfactory evidence is submitted to them of the
payment aforesaid.

Transfer of works by James river and Kanawha company; precedent
conditions.

6. When the board of pablic works shall be satisfied that
the minimum capital, as provided in the next chapter, has
been raised as therein required, and the said M. de Bellot des
Minieres and his associates shall have deposited with the
treasurer of the state of Virginia, in the manner prescribed
by law, one million of dollars in the six per centum registered
stock of the commonwealth, and shall have deposited in one
or more of the banks of the city of Richmond, to the credit
of the president and directors of the James river and Ka-
nawha company, for the purpose of paying the floating debt of
that company, the sum of four hundred thousand dollars, to
be applied to the payment of the said floating debt as far as
necessary, and the balance, if any, to be returned to the said
M. de Bellot des Minieres and his associates, and satisfactory
evidence of the performance of said conditions shall have
been furnished the board of public works, then the said
James river and Kanawha company shall, by proper deeds,
convey its entire property, privileges and franchises of every
kind to the said Virginia canal company, subject, to the pro-
visions and requirements of the fifth section of this chapter,
and to the conditions hereafter required in this act, and also
to any present subsisting contracts for the use of the water
of the canal, or for any other purpose.

Suils depending; how proceeded with.

7. All causes and matters which shall be depending and
indetermined in any court in this commonwealth, in which
he James river and Kanawha company are or may be parties,
jlaintiff or defendant, on the day when the said transfer is
nade, shall be proceeded in, tried and determined as if the
ame had been commenced by or against the said Virginia
anal com pany.
Transfer of rights of state of Virginia, and release of tts securities ;
conditions.

8. When the board of public works shall be satisfied that
the conditions prescribed in the sixth section have been fully
complied with, and that the minimum capital, as provided for
in the next chapter, shall have been raised as therein required,
they shall transfer in like manner to the said Virginia canal
company all the rights which the state of Virginia has asa
stockholder in the James river and Kanawha company; and
shall furthermore release all mortgages, deeds of trust or
other contracts, except the mortgage relative to the Ka-
nawha river, by which any lien has been created to the com.
monwealth upon the works and property of the said James
river and Kanawha company, subject only to the incum-
brances, limitations and restrictions by this act imposed.

Rights of new company after transfer.

9. The company hereby incorporated thenceforward shall
be entitled to all the tolls, rents and other emoluments, rights,
franchises, privileges and immunities which are now enjoyed
by the said James river and Kanawha company, subject to
the provisions and limitations of the fifth section of this
chapter; and the president and directors of the new com-
pany, their officers and agents, shall take possession of the
property and works transterred as aforesaid, for the benefit
of the Virginia canal company.

Annuity to the state.

10. The said Virginia canal company shall, in consideration
of the transter aforesaid, by the state of Virginia, pay into
the treasury of the state, in the mode prescribed by law,
semi-annually forever, the sum of sixty-seven thousand five
hundred doilars. But the said company may at any time
discharge itself from the said annuity by the payment into
the said treasury of the sum of two millions two hundred
and fifty thousand dollars in specie; but until the same shall
be paid, the said annuity shall be forever a charge upon the
whole property and franchises of the company; and the
legislature may provide by law in what manner the payment
of the said annuity shall be enforced.

Sum to be paid to other stockholders.

11. The Virginia canal company shall furthermore take
the said property so to be transterred to them, subject to the
payment, to the corporate and individual stockholders men-
tioned in the second chapter, of five per centum per annum
on the amounts of the certificates of stock held by each
respectively, to be computed from the date of the organiza-
tion of the said Virginia canal company, until the water line
hereinafter mentioned shall be completed to the Ohio river,
as herein prescribed; and thereafter, in lieu of the said five
per centum, shall pay to the said stockholders their ratable
share of the profits of the company; and for failure to per-
form this provision, the company may be proceeded against
as provided hereafter in the seventh chapter.

CHAPTER II.

Or THE CAPITAL STOCK ; HOW SUBSCRIBED AND PAID FOR, REMEDY
AGAINST DELINQUENT STOCKHOLDERS) TRANSFERS AND ISSUES OF
CERTIFICATES OF STOCK.

‘apital.

1. The capital stock of the Virginia canal company shall
not be less than twenty millions nor more than forty millions
of dollars, to be divided into shares of one hundred dollars
each, except as hereinafter provided. The minimum capital
shall be provided in the following manner :

Minimum capital ; of what composed, and how provided.

2. It shall consist of ten thousand shares of one hundred
dollars each, the interest of the private stockholders in the
James river and Kanawha company; of, not exceeding seven
thousand shares of one hundred dollars each, on account of
the payments by Bellot des Minieres, Brothers and Company
towards the floating debt of the James river and Kanawha
company, and for money expended in the improvement of
the Kanawha river, which shares shall be the property of the
said Bellot des Minieres, Brothers and Company; and of
other stock which may be hereafter subscribed for, sufficient
to make up, with the foregoing, the sum of twenty millions
of dollars.

3. The certificates of stock now held by individuals or
corporations in the James river and Kanawha company, shall
be delivered up by said individuals or corporations to said
Virginia canal company, and shall be cancelled: and in lieu
thereof, certificates of the stock of said Virginia canal com-
pany shall be issued to said individuals and corporations, at
the rate of one share for every two shares held by each, at
the par value of one hundred dollars each. And when any
such corporate or individual stockholders shall hold a number
of shares which cannot be divided without a fractional part
of a share, the said corporation or individual, and their suc-
cessors or personal representatives, shall be entitled to the
same provision therefor as is hereafter made for individual
stockholders who have but one share of stock.

4. In the case of individuals holding one share of said
stock only, the said share shall be delivered up to said Vir-
ginia canal company and be cancelled; and in lieu thereof, a
special certificate of said company shall be issued, specifying
that the said individual or his assigns is entitled to one-half
of one share of the capital stock of said company; or the
said Virginia canal company may purchase said half share, in
each case.

dD. The said several component parts of stock heretofore
subscribed for, and hereinbefore specitied, being estimated to
amount in the aggregate to a sum not exceeding one million
seven hundred thousand dollars, shall constitute a part of the

said minimum capital. The residue thereof shall be raised
by subscriptions, of which the said Bellot des AMinieres,
Brothers and Company may take any part, or the whole;
and if they shall not take the whole. the president and di-
rectors of the James river and Kanawha company are hereby
authorized to appoint commissioners at such places in France,
or in this state, or elsewhere, and at such times.as they may
deem proper, for opening books therefor, and receiving sub-
scriptions for so much as shall not have been so taken, in
shares of one hundred dollars each; the amount to be paid
by the subscribers in instalments, or at one time, according
to the terms of subscription prescribed by said president and
directors: provided, that the stock to be surrendered by the
commonwealth of Virginia, according to the stipulations of
section one of the executory agreement, shall not be com-
puted as a part of the minimum eapital.

6. When subscriptions, which, with the stock hereinbetore
provided for, shall have been obtained to the amount of
twenty millions of dollars, and at least one-fifth of said sub-
scriptions shall have been paid to the authorized agents of
the said president and directors, they shall certify and estab-
lish the fact to the satisfaction of the board of public works;
and shall moreover satisfy said board that the subscribers are
solvent and able to pay the residue, or that the same has been
properly secured; and thereupon the said board shall declare
and so enter upon their records, that the minimum capital
atoresaid has been provided as reqiired by Jaw.

Maximum capital; how provided.

If the said company shall deem it necessary to increase
their capital to the maximum amount of forty millions of
dollars, or to any amount between the minimum and maxi-
mum capital, they shall be authorized to raise the amount by
subscription in such manner as they may deem expedient and
provide by their by-laws.

Hou stock transferred, when stockholders refuse or fuil to transfer it.

&. In ease any stockholder of the said James river and
K\anawha company shall be incapacitated by any cause from
receiving, or shall refuse or fail to receive the certificate of
stock to which he shall be entitled, for twelve months trom
the organization of the Virginia canal company, the stock
standing in his name on the books of the said James river
and Kanawha company shall be transferred by said company
to the commonwealth of Virginia, as trustee for said stock-
holder, and the certificate of stock so transferred shall be
delivered up by the board of public works to said Virginia
canal company and be cancelled, and a new certificate of stock
shall be issued by said Virginia canal company to the com-
monwealth of Virginia, as trustee for said stockholder, and
the same shall be held by the board of public works in trust
for the use and benefit of said stockholder, to be transferred
by said board to said stockholder, or his personal representa-
tive, whenever he shall demand the same; but if it be not
demanded within five years from the issuing of said certifi-
cate to the commonwealth, the same shall constitute a part
of the sinking fund of the commonwealth of Virginia, and
may be sold, and the proceeds applied, or the profits there-
from may be applied to the redemption of the public debt:
provided, that stock 80 held by the state shall not be repre-
sented in the meetings of the stockholders of the company.

Stock, how verified; shares personal estate.

9. The said Virginia canal company shall keep a regular
roll of their stockholders, and shall furnish to each, one or
more certificates of his stock, as may be required, verified by
the seal of the corporation and the signature of the presi-
dent. The stock shall be deemed personal estate, and as
such, shall pass to the personal representative or assignee of
a stockholder.

Transfer of stock in foreign office to be certified.

1). Any transfers of stock which may be made in the
foreign office hereby authorized to be opened in Paris, or
elsewhere, shall be certified by the officer in charge of that
office, at the end of every three months, to the company’s
office in Richmond, there to be transferred and recorded in
the general transfer books of said company.

Foreigners to be subject to tribunals of Virginia only.

11. All citizens or subjects of any foreign state or country,
who are or may be hereafter interested in the stock, property
or franchises of the Virginia canal company, shall accept and
hold the same subject to the distinct stipulation that all
questions arising under the legislation of Virginia in regard
thereto, shall be submitted to the exclusive and final jurisdic-
tion of the tribunals of Virginia. But controversies arising
between persons residing out of the commonwealth of Vir-
cinia, in relation to any interests they may have or claim in
said company, or the property or stock thereof, shall not be
embraced in the provisions of this section.
MEETING OF STOCKHOLDERS, VOTES IN MEETINGS; PRESIDENT AND
DIRECTORS , THEIR APPOINTMENT, GENERAL POWERS AND DUTIES ;
OFFICES OF COMPANY, APPOINTMENT OF OFFICERS AND AGENTS,
AND HOW THEIR DUTIES AND COMPENSATION ARE PRESCRIBED.

General meeting of stockholders ; how convened.

1. As soon as it shall be ascertained, as hereinbefore pro-
vided, that the minimum amount of capital has been raised,
and after the conditions precedent hereinbefore set forth shall
have been performed, the president and directors of the
James river and Kanawha company shall give notice thereof,
by publication in a newspaper in the city of Richmond, for
not less than two wecks, and call a general meeting of the
stockholders, to meet at a certain place in the city of Rich-
mond, not less than fourteen nor more than forty days from
the first day of such publication. The stockholders, their
executors, administrators or assigns, shall stand incorporated
from the time of such mecting, unless in the said meeting it
be determined otherwise. If, on the day appointed for this
or any general meeting, a sufficient number of stockholders
do not attend to constitute a general meeting, those present
may adjourn from time to time till a sufficient number shall
attend.

2. Annual meetings of the stockholders shall thereafter be
held on such day as they may in general meeting from time
to time appoint, and at such place as shall be fixed from time
to time by the board of directors, of which notice shall be
published for two weeks in some newspaper printed in the
city of Richmond; and there shall be at least one general
meeting every year in the said city of Richmond, or else-
where, at such time as the by-laws of the said company shall
prescribe. The proceedings of every general meeting held
elsewhere than in the city of Richmond, shall be transmitted
within sixty days thereafter to the office in Richmond, to be
there recorded in the English language.

3. A general meeting of stockholders may be held at any
time, upon the call of the board of directors, or of stock-
holders holding together one-twentieth of the capital stock,
upon their giving notice of the time and place for such meet-
ing for thirty days in a newspaper published in the city of
Richmond, if the meeting is to be held in Richmond, or for
sixty days if the meeting is to be held elsewhere than in
Richmond.

Meetings, how constituted; proxies, when appointed.

+. To constitute a general meeting, there must be present,
either in person or by proxy, a number of stockholders hav-
ing a right to give a majority of all the votes which could be
given at a meeting of all the stockholders; and where the
stockholder desires to be represented by proxy, such proxy
must be appointed within fifteen months of such general
meeting. Such meeting may adjourn from time to time until
its business is completed.

Proceedings to be kept.

d. The proceedings of the stockholders at all general meet-
ings shall be regularly kept, be verified by the signature of
the presiding officer, and carefully preserved in well bound
books; and the names of all the stockholders present, whether
in person or by proxy, shall be entered on the minutes.

Fotes of stockholders.

6. In any meeting of stockholders, each stockholder may,
in person or by proxy, give the tollowing vote on whatever
stock he may hold in the same right, to wit: one vote for
each share of stock not exceeding twenty, and one vote for
every ten shares exceeding twenty.

7. When a vote is oftered to be given at any meeting, upon
stock transferred within sixty days before such meeting, if
any present object to the vote, it shall not be counted, unless
the stockholder or his proxy has made or shall make oath
that the stock on which such vote is to be given, is held by
such stockholder bona fide, and not by virtue of a transfer
made with intent to give more votes than is allowed by the
preceding section.

President and board of directors.

8. The board for the management of the affairs of the
company shall consist of a president and seven directors, with
the privilege to the company to increase the number of direc-
tors to twelve.

9. At the first general meeting, and at each stated annual
meeting thereafter, the stockholders shall appoint the presi-
dent and all of the directors of the company, except two,
who shall hold their offices for one year, and thereafter until
their successors shall be appointed, unless sooner removed
by the stockholders in general meeting. Two of the said
directors shall be appointed by the board of public works of
Virginia, and shall hold their offices in like manner, and be
removed at any time by the appointing power. The ap-
pointment of the president shall be certified to the governor
of the commonwealth of Virginia, for his approval. If dis-
approved, the said stockholders in general meeting shall ap-
point some other person to be president; and no person
shall be president unless the appointment be approved by the

overnor. Vacancies in the office of president or directors
shall be filled by the board of directors, except the directors
on the part of the state, whose vacancies shall be filled as
provided in the first appointment. A majority of said direc-
tors shall be residents of the state of Virginia.
10. The president and directors of the company, subject
to the control of the stockholders in general meeting and of
the by-laws, shall be charged with the immediate care and
superintendence of the affairs of the company; with making
and executing their contracts, either by themselves or by
their lawful agents: with constructing and preserving their
works; with the custody and preservation of all the property
of the company; and with the control and direction of all of
their agents. A majority of the board shall constitute a
quorum for the transaction of business; and when the presi-
dent is absent, the directors shall appoint one of their own
body president pro tempore. ‘The proceedings of the board
shall be recorded in the English language, at the office in
Richmond, and be at all times open to the inspection of the
stockholders and the state; and in the case of the latter, by
such officer as the general assembly, the board of public
works, or the governor may appoint.

Journals and records; how kept and authenticated.

11. The journal of said proceedings shall be verified by
the signature of the presiding officer, and preserved in well
bound books, wherein the names of the members present
shall be always entered, and the vote of each member re-
corded when he shall require it. They shall cause regular
books of account to be kept of all the receipts and disburse-
ments, and of all the dealings of the company, and shall
cause their books to be regularly balanced semi-annually, on
such days as the by-laws shall prescribe. All books, papers,
correspondence and funds in possession of any officer of the
company, shall at all times be subject to the inspection of the
board, or a committee thereof.

Company's office.

12. The office of the company shall be at Richmond, Vir-
ginia, but a branch may be located at Paris in Trance, or
elsewhere; but the officers under whose control said oftice
and branch may be, shall be subject to such rules and regula-
tions as may be prescribed by the board.

Meetinys of board of directors.

13. The board shall hold meetings at such times as they
shall see fit, or the president shall require. Questions before
it shall be decided viva voce. No member of the board shall
vote on a question in which he is personally interested other-
wise than as a stockholder. The names of those voting each
way shall be taken down, if desired at the time by any
member.
14. Subject to the direction and control of the stockhold-
ers in general meeting, and the by-laws, the board shall ap-
point a secretary and such other officers and agents as it may
deem proper, and prescribe their duties, liabilities and com-
pensation. They shall require from such of them as they
deem proper, bonds payable to the company, with such
conditions as the board may require, and with such sureties
as it may approve; and the officers shall hold their places du-
ring its pleasure. The compensation to the president and
directors shall be prescribed by the stockholders in general
meeting; and to all other officers, by the board of directors,
unless otherwise prescribed by the stockholders.

Remedy against delinquent stockholders.

15. If the money which any stockholder has to pay upon
his shares, be not paid as required by the president and direc-
tors, the same, with interest thereon, may be recovered by
warrant, action or motion; or such shares may, after notice
in a newspaper for one month of the time and place of sale,
be sold at public auction for ready money, and transferred to
the purchaser.

16. Out of the proceeds of such sale there shall be paid
the charges, and the money which ought to have been paid
upon the said shares, with interest thereon. Any surplus
shall be paid to the delinquent or his representative.

17. If there be no sale tor want of bidders, or if the sale
shall not produce enough to pay the charges, and the money
which ought to be paid, with interest, the company may re-
cover against such stockholder whatever may remain unpaid,
with interest thereon, by warrant, action or motion, as atore-
said.

18. No stock shall be assigned on the books without the
consent of the company, until all the money which has be-
come payable thereon shall have been paid; and on any as-
signment, the assignee and assignor shall each be liable for
any instalments which may have accrued, or which may
thereafter accrue, and may be proceeded against in the man-
ner before provided.

19. A person in whose name shares of stock stand on the
books of the said company, shall be deemed the owner
thereof, as it regards the company.

9, The European parties and stockholders may, as be-
tween themselves, determine what their relative rights and
obligations shall be.

Regulations for transfers of stock.

21. If any such person shall, for valuable consideration,
sell, pledge or otherwise dispose of any of his shares of stock
to another, and deliver to him the certificate for such shares,
with a power of attorney authorizing the transfer of the
same on the books, the title of the former (both at law and
in equity) shall vest in the latter, so far as may be necessary
to effect the purpose of the sale, pledge, or other disposition,
not only as between the parties themselves, but also as against
the creditors of and subsequent purchasers from the former,
subject to the provisions of the preceding nineteenth section.

22, The person to whom any such certificate may be is-
ued, may return the same to the oftice of the company, and
in person, or by an attorney acting under a power from him,
assion on the books of the company either the whole number
of shares mentioned in such certificate, or a less number.
The certificate so returned shall be cancelled, and filed in the
company’s office; and thereupon so many new certificates
shall be issued, and to such person or persons as may be
proper in the case.

Lost certificates renewed.

23. Whena person to whom euch a certificate is issued,
alleves it to have been lost, he shall file i the office of the
company: 1, an affidavit setting forth, as nearly as he can
state the same, the time, place and circumstances of the loss;
2, proof of his having advertised the same in a newspaper
once a week for two months; and 3, a bond to the company,
with one or more sufficient sureties, conditioned to indemnity
all persons against any loss in consequence of issuing a new
certificate in place of the former; and thereupon the board
may direct such new certificate, and the same shall be issued
accordingly.

CHAPTER IV.

Or THE POWER OF THE COMPANY TO MAKE SURVEYS, AND TO AC-
QUIRE PROPERTY AND MATERIALS, CHANGES OF LOCATION, CON-
NECTIONS WITH OTHER WORKS.

Surveys for route of lines.

1. The Virginia canal company may, by its officers, agents
or servants, enter upon any lands for the purpose of exam-
ining the same, and surveying and laying out such as may
seem fit for the uses of said company, to any officer or agent
authorized by it: provided just compensation be made for
any injury done to the owner or possessor of the land. But
the company shall not, under the authority of this section,
throw open any fences or enclosures on any land, or injure
the property of the owner or possessor, or invade the dwell-
ing house of any free person, or any space within sixty feet
thereof, without the consent of the owner.
2. The land acquired by the company along its line gen-
erally, shall not exceed two hundred feet in width, except in
deep cuts and fillings; and then only so much more shall be
acquired as may be reasonably necessary therefor. The land
which it may acquire for buildings or for an abutment along
its line generally, shall not exceed five acres in any one par-
cel; and the land which it may acquire for buildings or other
purposes of the company, at the principal termini of its work,
or at any place or places where basins may be necessary tor
the accommodation of the trade, shall not exceed thirty acres
in any one parcel.

3. For the purpose of supplying water to the summit level
of the Alleghany mountain, and to the Greenbrier, New and
Kanawha rivers, the company may extend a canal to the
Greenbrier river or to Anthony’s creck, or to any other creck
deemed necessary, and may acquire land not exceeding two
hundred feet on the line of said canal, except in deep cuts
and fillings, and then only so much more as may be necessary,
and such other lands on the line of said canal, or at the ter-
mini thereof, as they may require for abutments for dams on
said Greenbrier river or creek, or elsewhere on said canal, or
for lots or buildings, not exceeding five acres; and for re-
servoirs to supply said summit level, or increasing the depth
of water In said rivers, they may acquire any lands which
may be necessary for that purpose. And the said company
may purchase the whole or any part of a tract of land, any
part of which tract will be covered by the water of said re-
servoirs, and may build any dams and construct any works
which may be necessary for the formation of such reservoirs.
But any land so purchased, which shall not be necessary for
the convenient use and maintenance of said reservoirs, shall
be sold or otherwise disposed of by the said company within
five years after the said reservoirs are completed; and if the
said company shall fail to sell said lands within five years, the
same shall be forfeited to the commonwealth.

4, ‘The said company may contract with the owners thereof
for such lands along their line of improvement as they are
authorized to acquire for the purpose of said improvement;
and the said company may also purchase from the owners
such small parcels of land as, being cut off from the main
body of the tract, would be inconvenient for the owner to
hold, and burdensome for the company to connect by bridges
with the other lands of the owner, and such other small par-
cels of land lying convenient to the company’s line of im-
provement, and containing quarries of stone or marble, water
proof lime, coal, or other minerals which would be useful to
the company in constructing and repairing their works, and
carrying on their appropriate business: provided, that no
one parcel of land so to be purchased shall excced one hun-
dred acres, and that the whole together shall not exceed four
thousand acres. :
5. For the purpose of assessing the damages to the owner
from the condemnation of his lands for the use of the canal,
or any feeder of the canal, or for any abutment of a dam, or
for the sites of toll houses, stables or other buildings, or for
reservoirs, there shall be appointed by the board of public
works for the line of improvement extending from tide-water
to Lynchburg, and for the line extending from Lynchburg to
Covi ineton, and for the line extending from Covington to
Loup creek shoals, and for the line extending from Loup
creck shoals to the Ohio river, five assessors for each of said
divisions, being discreet, intelligent and impartial men, neither
stockholders of the company nor owners of any land through
which the improvements ot the company will pass; who, or
any three or more of them, shall constitute a board for the
assessment of such damages throughout the line of the im-
provement on the division for which they are respectively
appointed, All vacancies in the board of assessors shall be
filled by the board of public works. These assessors shall
hold their offices during the pleasure of the board of public
works, and shall receive, as a compensation for their services,
five dollars each for every day he shall be engaged in the per-
formance of his duties, and twenty cents for every mile he
shall necessarily travel to and from the place of performing
his duties; to be paid by the company.

6. Betore entering upon the duties of his office, each as-
sessor shall take an oath of oltice before some justice of the
peace within this commonwealth, or before the board of pub-
lic works, or some member thereof: which being duly cer-
tified, shall be preserved among the files of the board of
public works, and shall be to the following effect: “I, A B,
do solemnly swear or affirm, that I will impartially and
justly, to the best of my ability, perform the duties of my
oftice of assessor to the Vi irginia canal company; that I will
well and truly, according to the best of my Judgment, ascer-
tain what will be a just compensation to any proprietor for
any land to be condemned for the use of said company, and
for damages to the residue of the tract, beyond the peculiar
benefits to be derived in respect to such ‘residue, from the
work to be constructed, and that I will unite with the other
assessors in truly certifying our proceedings to the proper
tripanal

It shall be the duty of the assessors so appointed and
qualified. whenever they shall be thereunto required on be-
half of the president and directors of the company, at such
time as the said assessors shall appoint, and without delay,
to assemble on the land proposed to be condemned, and after
vicwing the same, and hearing such proper evidence as either
party may offer, they shall ascertain, according to the best of
their judument, and in the true spirit of the ‘oath they have
taken, the damages which the proprietor of the land will
sustain by the condemnation thereof for the use of the com-
pany, regarding such proprictor as the owner of the whole
fee simple interest therein. vo such proceeding, however,
shall be had without consent of parties, unless ten days’ pre-
vious notice of the time and place shall have been given to
the owner of the land, or to his guardian, if the owner be an
infant, or to the committee. the owner bemg non compos
mentis, if such owner, guardian or committee ean be found
within the county where the land, or any part thereof, may
lie; or if he cannot be so found. unless such notice shall have
heen published at least one month next prev ceding, In some
newspaper printed as convenicnt as may be to such land.
Any one or more of the assessors attending on the day ap-
pointed, may adjourn from time to time until their business
shall be finished.

8. When the assessors shall have agreed upon the amount
of damages, they shall forthwith make a written report of
their proceedings, under their hands and seals, in substance
as followeth: “ We, the undersigned, assessors to the Vir-

ginia canal company, for the division from to . do
hereby certify, that after due notice of the day and place
appointed for our meeting, we. on the day of :

that being the day so appointed (or the day to which we
were regularly adjourned from the day so appointed), met
together upon the lands of CD, in the county of '
which the company aforesaid propose to condemn for their
use; and after having viewed the premises. and heard such
proper evidence as either party offered to us. we proceeded
to estimate the quantity and quality of the land aforesaid, the
quantity of additional fencing which would probably be oc-
easioned by its condemnation, and the followme, which
seemed to us all the other inconvenicnees and damaces which
were likely to result therefrom to the proprietor of the said
land—that is to say: (here the particular inconvemences and
damages anticipated shall be plainly set down)—that we com:
hined with these considerations, as far as we could, a just re-
gard to the peculiar advantages which would be derived by
the proprietor of the land from the construction of the im-
provement, for the use of which the said land is to be con,
demned. That under the influence of these considerations.
we have estimated and do hereby assess the damages which
will be sustained by the proprictor of the said lands, from
the condemnation thereof for the use of the company, at the
sum of .
Given under our hands and seals this day of

AB. Seal]
C D. [Seal.]
[Seal. |’

Such report, signed and sealed by at Jeast three of the as.
sessora, together with a copy of the notice of the time anc
place of their meeting, duly verified, shall be forthwith re.
turned by the assessors to the circuit court for that county
in which the land, or the greater put thereof, may lie; anc
unless good cause he shown against. the report, it shall he
confirmed by the court, and recorded at the first term te
which it shall be returned, or as scon thereafter as may be
If the assessors be unable to agree in their assessment, they
shall report their disagreement to the court; and if from any
eause they shall fail to make and return to court a report of
their proceedings within a reasonable time, they may be com-
pelled by mandamus or other proper process. When the
assessors report their disagreement to the court, or when the
report of their assessment shall be disaffirmed, the court may,

in its discretion, as often as may be necessary, remand the
case to the assessors for a new report, or may, pro hac vice,
supersede them, or any of them, and appoint others m= their
stead; and in so remanding it, may give such instructions on
the law as may be proper.

9. On the confirmation of any such report, and on the pay-
ment to the proprietor of the land of the damages. so
assessed, or the payment of said damages into court, when,
for good cause shown, the court shall so have ordered it, the
land viewed and assessed as aforesaid shall be vested in the
Virginia canal company, in the same manner as if the pro-
prietor had sold and conveved it to them.

10. While these proceedings are de spending for the purpose
of ascertaining the damages to the proprietor for the con-
demnation of his land, and even before they shall have been
instituted, the president and directors, if they think that the
interest of the company requires it, may, by themselves, their
ofticers, agents and servants, enter upon the lands laid out by
them as atoresnid, and which they desire to condemn, and
apply the same to the use of the company. If, when they so

take possession, proceedings to ascertain the damages as
nloressid shall be pending, it shall be their duty diligently to
prosecute them toa conclusion; or if none be then pending,
they shall without delay institute them, and diligently prose-
eute them to a conclusion. And when the report of the
assessors, ascertaining the damages, shall be returned and
confirmed, the court shall render judgement in favor of the
proprietor of the land for the amount thereof, and either
compel its payment into court, or award process of excention
for its recovery, as to the court shall seem rivht. In the
mean time no order shall be made, and no injunction shall be
awarded, by any court or judge, to stay the proceedings of
the company in the prosecution of their works, unless it is
manifest that they, their officers, agents or servants, are
transcending the authority civen them by this act, t, and that
the interposition of the court is necessary to prevent injury
that cannot be adequately compensated in damages.

11. If the president and directors shall have taken pos-
session of any land before the same shall have been purchased
by them, or condemned and paid for according to law, and
shall tor sixty days after so taking possession, and atier the
board of assessors shall have been appointed and qualitied as
herein provided, fail to institute proceedings for its condem-
nation as aforesaid, it shall be lawful for the proprietor of
the land to make application to the assessors; and upon such
appheation it shall be the duty of the assessors, upon ten
days’ previous notice given to the president and directors, or
any of them, to proceed to assess the damages to the owner
from the condemnation of his land, and to report their pro-
ecedings in like manner, in all respects, as if application had
been made to them on behalf of the company: and upon such
report, the same proceedings shall be had in court as if it had
been made on the application of the president and directors;
save only that when such report ascertaining the damages
shall be confirmed, the court shall render judgment in favor
of the proprietor for the damages so assessed, and double
costs; and shall thereupon cither compel the company to pay
into court the damages and costs so adjudged, or award pro-
cess of execution therefor, as to the court shall seem right.

12. When the judgment rendered for the damages as-
sessed, and costs, shall be satisfied by the payment of the
money into court, or otherwise, the title of the land for
which such damages were assessed, shall be vested in the
company, in the same manner as if the proprietor had sold
and conveyed it to them.

13. When the circuit court shall have pronounced final
judgment in any proceeding under this act, it shall be lawful
for any party aggrieved by such judgment to have the same
revised and reversed in the court of appeals, upon writ of
error or supersedeas, for error apparent on the record, in like
manner as other judgments of the circuit courts may be re-
vised and reversed in the court of appeals.

14. The judgment upon the report of the assessors shall
be no bar to the recovery of damages for any injury not
foreseen and estimated by them, and accruing after the date
of their report; and to recover damages for any injury arising
from the condemnation of his land, accruing after the date of
the report, not foreseen and estimated by the assessors, the
proprietor of the land, his heirs and assigns, shall have remedy
by proceeding before the assessors and the courts, in like
manner as for the original assessment of damages; and if
there be no such assessors, by proceeding before such other
tribunal, and in such manner as the legislature may hereafter
provide; and if there be no such tribunal, then by action on
the case.

15. If the said Virginia canal company, in entering upon
the land of any person under the authority of this act, for
the purpose of laying out, constructing or enlarging, altering
or repairing any of their said works, do any wanton or willful
injury to such land or its appurtenances, or to the crops grow-
ing or gathered, or to any other property thereon, the said
company shall pay to the person so injured double the amount
of the damages which shall be assessed by a jury in any
proper action therefor.

Company may change location; procecdings thereupon.

16. Notwithstanding the company may have made a loca-
tion of lands for its purposes, and proceeded to ascertain the
compensation therefor, the company may afterwards change
its location from time to time, as often as it see cause; and
proceedings may be had to ascertain what will be a just com-
pensation for the lands upon any such new location, and the
work may be constructed upon or through the same, and the
title to such Jands obtained in like manner as if it were the
frst location. Dut whenever such change of location shall be
made, the title to the lands condemned tor the former loea-
tion shall revert to the original owner, his heirs or assigns;
and when such chanee of location shall be made before the
work is constructed, the a: amages sustained by such owner
by the entry of the company upon his lands, shall be ascer-
tained. and the payment thereof enforced as is herein pro-
vided when the company condemns lands for its works.

Wagon ways for owners of lands.

17. For every person, through whose land the roads or
eanals of the company pass, it shall provide proper wagon
ways across the said roads or canals, from one part of ‘the
said land to the other, and keep such ways in good repair:
and if the proprietor of the iand and the company disagree
as to the proper ways, the said assessors shall fix the same,
reserving the meht to either party to appeal to the circuit
court of the county in which the said wagon ways are to be
made; which shall decide thereupon, and its decision shall be
final.

vot to occupy streets in a town without consent.

1X. The company shall not occupy with its works the
streets of any town, until the eorporate authority of the
town shall have assented to such oecupation, unless such as-
sent be dispensed with by special provision of law.

Tlow work may cross or be connected with another.

19. If said company deem it necessary, in the construction
of their work, to cross any railroad, turnpike or canal, or any
state or county road, it may do so: provided its work be so
constructed as not to impede the passage or transportation of
persons or property along the same. If said company desire
that the course of any railroad, turnpike, canal or state road
should be altered to avoid the nec essity of any crossing, or
of frequent crossings, or to facilitate the crossing thereof, the
alteration may be made in such manner as may be agreed be-
tween it and the said railroad, turnpike or canal company, or
the board of public works, in the case of a state road. And
if such construction or alteration as is allowed by this section
shall canse damage to any such company, or to the owner
of any lands, the said company shall pay stich damage. But
any county road may be altered by said company for the pur-
pose aforesaid, whenever it shall have made an equally con-
venient road in Jieu thereof.
20. If any railroad, turnpike or canal company dcem it ne-
cessary, in the construction of its work, to cross the works of
the Virginia canal company, it may do so: provided, that in
crossing the same the navigation shall not be impeded or ob-
structed, nor shall the constructions and tow-path of the com-
pany be in any manner interferred with. No such company
shall interfere with the route or track tor the Virginia canal
company’s water line as heretofore determined, w ithout the
consent of the said company.

Reservation for connecting works.

21. The Jevislature reserves the right to provide for con-
necting with ‘the works of said Virginia canal company any
other work of internal improvement, at such point as may
seem to it proper.

Tow company may take materials fron land for their use.

22. The said company may, by its officers, agents or ser-
vants, enter upon any convenient lands for the purpose of
obtaining therefrom wood, stone, gravel or earth, to be used
in constructing such work, or Inrepairing, enlarging or alter-
ing the same. But the company shall not cut down any fruit
tree, or any tree preserved in any field or lot for shade or
ornament, or take part of any fence or building, nor take any
of the eid things from any lotina town. Betore taking any
of the sail things, the company, unless it agree therefor with
those having right thereto, shall give to the tenant of the
freehold, his guardian or committee, or his tenant for years,
such notice, and in such manner as is prescrived in the seventh
section of this chapter, that at a certain time and place, to
be specified in the notice, application will be made to a jus-
tice to appoint commissioners to ascertain what will be a just
compensation for the same. At such time and place, the
justice shall appoint three disinteresied frecholders as com-
missioners, Who, after being sworn, shall view the premises,
and report in writing the extent to which wood, stone, gravel
or earth is proposed to be taken, the nature of the injury
which may be done in cutting, quarrying, digging or carrying
away the same, and what will be a just compensation there-
for. The notice In writing, certiiicate of the commissioners
having been sworn, and their report, shall be forthwith
returned to the court of the county or corporation. If good

cause be shown against the report, or if the commissioners

cannot agree, or tail to report within a reasonable time, the
court may, as often as seems to it proper, appoint other
commissioners, Who shall act and report in the manner before
prescribed. If the report be confirmed, then upon the pay-
ment to the person entitled thereto, or into court, of the sum
so ascertained, the company may take and ¢ carry away the
wood, stone, gravel or earth for which such compensation

may have been allowed ; and though the report may not be
confirmed, yet upon the payment into court of the sum
therein mentioned, it may proceed in like manner as if the
report had been confirmed, and payment made of the sum
thereby ascertained. Upon the coming in of a new report,
after such payment into court, the court, if it affirm the re-
port, shall render judgment in like manner as in cases pro-
vided for by the tenth section. From the time of any such
judgment against the company, its right so to cut, quarry,
dig, take or carry away shall be suspended until the said
judgment shall be satisfied.

23. It shall be the duty of the commissioners appointed
under the preceding section, if required so to do by the ten-
ant of the freehold, his guar dian or committee, or his tenant
for years, to enquire in the first. place w hether, under all the
circumstances of the case, it be reasonable and proper that
the company should be allowed to take for its uses the tim-
ber or other materials which it is proposed to condemn. If
the opinion of the commissioners on this point be adverse to
the company, they shall report the same, with the reasons on
which it is founded, to the court to which the justice ap-
pointing them belongs; and unless said report be reversed and
annulled, neither the commissioners nor the company shall
have power to proceed further under the section aforesaid.
If the opinion of the commissioners on such preliminary
question be favorable to the company, and the tenant of the
freehold, his guardian or committee, and his tenant for years,
if there be such, acquiesce therein, they shall proceed to
discharge the other duties for which they were appointed.
But if there be not such acquiescence, the commissioners
shall report their opinion, with their reasons therefor, to the
court aforesaid, and shall not proceed further in the discharge
of their duties unless their report shall be confirmed; and
either party may appeal from the decision of the said court
to the circuit court of the county, in cases arising under this
and the next preceding section.

Sheriff or sergeant to attend and remove force.

“+4. In any case in which the company inay be entitled,
under this chapter, to enter upon any lands, the sheriff or
sergeant, whenever required by the company, shall attend
and remove foree, 1f necessary.
Or THE GENERAL LINE OF THE IMPROVEMENT | THE SECTIONS AND
DIVISIONS OF THE WORK, AND THE MODE OF CONSTRUCT YG AND
REPALRING THE SAME) OTHER WORKS NOT TO BRE INTERFERED
WITH | REGULATIONS FOR ENLARGEMENT) TOME FOR COMMENCING
AND COMPLETING WORKS | GUARANTEES FOR COMPLIANCE,

General line of tinprovemeni.

1. The Virginia canal company are charged with the duty
of connecting the James river with the navigable waters of
the Ohio, so as to make a continuous water line from tide-
water at Richmond to Point Pleasant, at the mouth of the
Kanawha river; constructing the works on the general plan
of the improvement which has already been made or desig-

nated for the James river and Kanawha company’s line, with
the modifications hereinafter prescribed: the whole work to
be completed and executed in a substantial, durable and
workmanlike manner. Their improvements shall be kept
permanently in good repair, free and fit for public use, ac-
cording to the provisions of this act; and the works which
they shall construct, and the property which they shall ac-
quire under the authority of law, shall be vested in them and
their successors forever, for their own use and beneti t; sub-
ject, however, to all the provisions of this act.

Divisions of work.

2. For the better designation of the line, and for ready
reference and description, the improvement with which the
company 18 charged shall be divided into divisions or sections,
as follows:

Riehmond dock.

First—The Richmond dock and Tide-water connection,
extending from the tide-water to the basin in Richmond.
The capacity of the Tide-water connection and Richmond
lock shall be enlarged, so as to afford adequate accommoda-
ion to the trade of the line, by opening a second communi-
‘ation with tide-water by the route of the Haxall canal or
ther suitable route, to be selected by the company, and the
ight thereto to be acquired as prescribed in the fourth chap-
er; or, instead of that mode of improvement, by enlarging
nd doubling the present locks between the basin and the
lock, as well as the present ship lock, in such manner as may
@ necessary; and by constructing all such other works as
1ay be necessary for enlarging the capacity of the dock and
‘ide-water connection for the purpose aforesaid.
second—The first division of the canal, extending from
the basin in Richmond to Lynchburg, including the South
Side connections, consisting of a dam and an outlet dock at
Cartersville, and three bridges, to wit: one at New Canton,
one at Hardwicksville and | one at Bent. Creek, and the con-
nection on the north side of the river with the Improvement.
of the Rivanna river. And the Virginia canal company may,
if they shall deem it expedient, contract. with the Rivanna
navigation company for the purchase of the works, property
and franchises of that company, upon such terms as may be
agreed upon by the parties and approved by the board of
public works; and thereupon the works, property and fran-
chises of the said Rivanna navigation company shall be fully
vested in the Virginia canal company, and shall constitute a
part of the first division of the canal, and be held by the said
Virginia canal company as a part of their line of improve-
ment, and subject to the provisions of this act.

Lhivision from Lynchburg to Buchanan.

Third—The second division of the canal, extending from
Lynchburg to the town of Buchanan, including the connee-
tion with the North river improvement, extending from the
mouth of North river to the town of Lexington.

Enlargement of the works from Richmond to Buchanan,

The capacity of the improvement from Richmond to
Buchanan shall be enlarged by said company, by increasing
the depth of the water to not less than seven feet at any
point, and by increasing the dimensions of all the present
locks to not less than one hundred and twenty feet long be-
tween the gates, by twenty feet wide in the clear; or by
doubling the locks, and making the new locks of the dimen-
sions aforesaid. But the increase in the dimensions or the
doubling of the locks need not be made until the locks require
reconstruction, or the trade of the canal shall demand it;
and the said Virginia canal company may, if they think pro-
per, increase the width of the canal, trom Richmond to
Buchanan, to seventy feet at the water surface and forty-two
feet at the bottom.

Division from Buchanan to Covington.

Fourth—The third division of the canal, extending from
Buchanan, following the valley of James and Jackson's rivers,
to Covington. And the Virginia canal company, if they shall
deem it expedient, may construct a canal from any point on
the present line of the improvement between Buchanan and
Covington, to the New river, in the county of Giles or the
county of Montgomery; which canal shall constitute a part
of the third division of the canal; and in relation thereto,
the said company shall be governed by the provisions of this
act.

Division from Covington to Greenbrier river.

Fifth—The fourth division of the canal, extending from
the town of Covington to the Greenbrier river.

Enlarged construction of locks and works from Buchanan west.

The canal from Buchanan to the Greenbrier river shall be
at least thirty feet wide at the bottom, and fifty feet wide at
the water surface, and have a depth of water of not less than
seven feet at any point; but the width may be increased to
forty-two feet at the bottorn and seventy feet at the water
surface, at the option of said company; and the locks be-
tween the said points shall be not less than one hundred and
twenty feet long between the gates, by twenty feet wide in
the clear.

Division from Greenbrier river to Loup creek shoals.

Sixth—The fifth division, being the Greenbrier and New
rivers, extending from the intersection of the canal with the
Greenbrier river to the foot of Loup creek shoals on the Ka-
nawha river. The improvement on this divison shall be of
locks and dams adapted to steamboat navigation. The locks
shall be not less than two hundred feet long, between the
gates, by forty feet wide in the clear, and there shall be a
depth of water in the locks at all times of at least seven feet,
and in the pools of not less than seven feet, at any point along
& continuous channel, at least one hundred feet wide.

Seventh—The sixth division, composed of the Kanawha
river, extending from Loup creek shoals to its mouth on the
Ohio river.

Mode of improvement on Mtunawha river.

_3. The said company is required to improve the Kanawha
river from Lykens’ shoals to its mouth, in such manner and
upon such plan as they may adopt, so as to secure a depth of
water of not less than six feet from the fifteenth of October
0 the fifteenth of June, and five feet from the fifteenth of
June to the fifteenth of October; the channel through the
hoals to be not less than eighty feet wide at the bottom, and
me hundred and four feet wide at the top. And after the
ine of improvement of the said company shall be completed,
s herein provided, from Richmond to said Lykens’ shoals,
he depth of water in said river, in channels as aforesaid,
hall be increased to not less than six feet throughout the en-
ire year, whenever the general assembly shall so prescribe.
4. That part of the work, heretofore a part of the James
river and Kanawha company's work, embracing the Kanawha
turnpike road, extending from Covington to the mouth of
the Big > Sandy river, W ith the branch thereof from Barbours-
ville to Guyandotte, shall constitute the seventh division.

Division embracing Biie Ridye turnpike and ferry.

5, That part of the same improvement, embracing the Blue
Ridge turnpike and ferry, the turnpike extending trom the
mouth of the North river, over the blue Itidge, crossing the
James river by a ferry, and passing down the south side of
the river, shall constitute the eighth division.

Repairs aud preservation of turnrpikes.

G. The said Virginia canal company shall at all times keep
open and in good repair both of said roads, and keep up said
ferry, or substitute a bridyve therefor, and shall establish such
toll gates thereon as they may deem proper. They may also
adopt by-laws and reeulations prescribing a system for the
repair and preservation thercot, and for the transaction of
business connected therewith, in contormity with the powers
hereinbefore granted.

Mode of improvement of canal and locks,

“7 All that part of the improvement which shall consist of
a continuous canal and lock, shall, in all its parts, except as
hereinbefore prescribed in this chapter, be at least fifty feet
wide at top, and thirty fect wide at bottom, with not less
than seven feet depth of water at all seasons of the year;
shall be provided with a convenient tow-path at least twelve
feet wide, and adapted throughout its whole extent to the
navigation of boats of not less than one hundred tons burden.
To avoid very great expense at diliicult passes, and to furnish
proper accommodation to the trade on both sides of the
rivers, to be improved as herein provided, the width may be
reduced at such places, and the bed of the said rivers shall
occasionally be used as part of the line of navigation when
the refluent water from the dams will admit the convenient
appheation of horse power. The canal at its lower termina-
tion shall continue to be connected with the tide-water, so as
to enable the boats which usually navigate it, with their car-
goes, at all times conveniently to pass into tide. water, and
descend the river or return.

Repairs of works from Richmond to Buchanan.

The Virginia canal company shall clear out the deposits
in the present line from Richmond to Buchanan, and repair all
the present works; that is, embankments, aqueduets, bridges,
culverts, waste weirs, locks, dams, houses and structures of
every kind—repairing those wanting repairs only, and build-
ing anew the works requiring to be built—so that the whole
line from Richmond to Buchanan shall be of a depth of not
less than five feet at any point, and in all respects in a pertect
state of repair.

Dredge boats, extra lock gates and weigh locks,

9. They shall keep on all the line a sufficient number of
dredge boats to keep the water way continually free from
deposit and obstructions of every kind, and a sufficient num-
ber of extra lock gates and wickets ready to be inserted in
case of accident. They shall hkewise have weigh locks at
not less than three points on the line.

Change of lu; how oblacned.

10, The line of the improvement and the portions of canal
and slack water navigation shall continue according to the
present arrangement of the works, where they have been
executed, and according to the plan which has been hereto-
fore adopted for the improvemeat by the James river and
Kanawha company; and where the bed of Jackson's river is
used, and upon the Kanawha river, the water of these rivers
shall not be raised by dams so as to be above their banks,
but with the consent of the board of public works. But if
the said company shall desire or tind it necessary to change
materially the general line of their improvement, or the mode
of improvement, on either of the divisions not now in use
for transportation, they shall report the alteration deemed
by them to be necessary, with plans and specifications there-
for, to the board of public works. If the altcration be ap-
proved by said board, after a full Investigntion of all the
circumstances connected therewith, the company may pro-
ceed with the work, and may obtain the right of way tor the
new line in the manner prescribed in the preceding chapter
for the acquisition of land and materials, upon paying: ail
damages assessed as prescribed. J3ut if the board of public
works shall deem the proposed alteration injurious to the
interests of the state, or of such a character as to prove a
nuisance to the locality iu which the alteration is desired,
they shall have authority to prohibit the same; and thereafter
the company shall be confined to the route now prescribed,
and to the mode of improvement heretofore selected. And
the circuit court of the county in which the change is pro-
posed to be made, after the decision of the board of public
works is rendered, may award an injunction to prevent the
said company from executing any work upon the alteration
proposed, and not authorized as aforesaid.
11. The company shall not, even with the consent of the
board of public works, make any alteration in the location or
in the plan of the canal on Jackson's river, by which any
injury may result, or any change be rendered necessary, in
the location of the Central railroad; but if any alteration be
proposed, the same may be made with the assent, or by
agreement with the said railroad company; and if the two
companies cannot agree, the change desired shall be reported
to the general assembly, and shall not be made unless autho-
rized hy law.

Or with Covington and Ohio rattroad,

12. And in like manner, no alteration shall be made in the
location of the company’s s line on Dunlap’s creek, by which
any Injury may result or any interference be made with the
location of the Covington and Ohio railroad ; but if any alter-
ation be proposed. and the two companies cannot agree, the
change desired shall only be made by authority of the general
assembly as aforesaid. And if on the west of the Alleghany
mountains the said canal company shall propose to make any
change in its line of improvement as heretotore located, and
the works therein as heretofore planned, or where no such
location or plan of improvement has been adopted, and there
shall be any interference between the lines of improvement
of the company and that of the Covington and Ohio railroad,
which cannot be adjusted by the engineers of the respective
companies, each company shall sclect an arbitrator, and said
arbitrators shall locate both lines at such points of inter-
ference, so as to prevent any unnecessary or unreasonable ex-
pense to either company in the construction of its line. And
if the said arbitrators cannot agree upon the location of said
lines, they shall select an umpire, who shall perform the duty
hereby assigned to them.

Varigation not to be niterrunted to make entargeinent.

15. In the enlargement of the canal, increasing its depth
to seven fect, and extending the length of the locks as herein-
before prescribed, the said company shall proceed in such
manner as not to interrapt the navigation on the line of their
improvement for a longer period than two months at any
time, nor oftener than three times in any one year. And to
insure a compliance with this provision, they shall, before ob-
structing the trade on the canal for any such purpose, make
report to the board of public works of their readiness to
make either of the alterations contemplated; and if said
board are satisfied that ample means have heen provided for
a speedy execution of the work, and that the company have
all the necessary materials for the new locks, aqueducts, cul-
verts, bridges and other works, prepared and ready for use
on the locality where wanted, and that all the excavation.
embankment and walling that can be done while the water is
yet in the canal, has been executed, and that a force adequate
to accomplish the work with the expedition necessary for the
protection of the interest of the state has been provided.
then they shall authorize the same to be forthwith done. And
if the said company shall not complete the same so as to re-
store the navigation within the time specified, the said board
shall proceed against the said company in the circuit court of
the county where the proposed work lies, by motion, on ten
days’ notice; and if the court be satisfied that the work has
not been delayed by unavoidable cause, they shall impose a
fine upon said company of not less than one hundred nor
more than one thousand dollars for every week’s delay be-
yond the time specified.

Time for commencing and completing works.

14. The said Virginia canal company shall, within six
months from the time of their organization under this act,
commence bona fide their works of construction at Buchanan,
proceeding westward, and the repairs of the line between

ichmond and Buchanan at the same time, and also on the
Kanawha river (as soon as they shall obtain possession
thereof), and shall complete the construction of the line to
Covington, and the repairs of the line from Richmond to
Buchanan, within three years from the time of commence-
ment aforesaid, and shall complete the Kanawha improvement
from Loup creck shoals to the mouth of the river, within
four years from the time of commencement aforesaid; and
shall complete the entire line from Richmond to the mouth
of the Kanawha river, in all respects, except the enlargement
of the capacity of the canal from Richmond to Buchanan,
within eight years from the time of commencement aforesaid;
and shall complete the enlargement of the capacity of the
canal from Richmond to Buchanan, by deepening the canal as
hereinbefore provided, within ten years from the said time of
commencement.

Guarantees for compliance.

15. Asa further guarantee for the faithful compliance with
the provisions of this act, the said Bellot des Minieres,
Brothers and Company shall deposit with the treasurer of
this state the sum of one million of dollars in the six per
centum registered stock of the commonwealth, to be held by
him upon the following terms and conditions, that is to say:
The interest upon the said stock, while on deposit, shall be

aid to the said Bellot des Minieres, Brothers and Company.
Vhen the canal shall have been completed to the mouth of
Craig’s creek, one-half of the said sum shall be returned to
the said company; and when the entire line shall have been
completed, in the manner before mentioned, to the Ohio
river, if within the time prescribed, the other half shall be
returned to the said company: provided the annuity to the
state of Virginia, and the five per centum interest to the
private stockholders, hereinbefore provided for. shall have
heen punctually paid; and if the same shall not have been
punciually paid, then so much of the said sum of one million
of dollars as may be necessary, shall be appropriated to the
payment of the same, and the residue returned to the said
Bellot des Minieres, Brothers and Company. But if the said
company shall tial to complete the construction of the line
to Covineton and the repairs of the line from Richmond to
Buchanan, within three vears from the time of the com-
mencement herein presenbed, or shall til to complete the
Kanawha improvement from Loup creek shoals to the mouth
of the river, within four years from the time of commence-
ment herein prescribed, or shall fil to eomplete the entire
line from Richmond to the mouth of Ianawha river, in all
respects, except the enlargement of the capacity of the canal
from Richmond to Buchanan, within eight years from the
time of commencement herein preseribed, or shall fail to
complete the enlargement of the Richmond dock and Tide-
water Connection, as well as the dee ‘pening ot the canal to
Buchanan, within ten years from the thine of commencement
herein preseribed, the said sum of one million of dollars, or
so much thereof as shall be im the hands of the treasurer
When such failure shall occur, shall be retained and paid to
the commonwealth of Virginia, as stipulated damages in
money for such failure; and all the work which may have
been done in repair and construction, as well as all the rights
which the said Vir ginia canal company shall have acquired in
the proper ty and franchises of the James river and Kanawha
company, shall be vested in and revert to the latter company,
under the Iaws in torce at the time this act takes effect ;
which company shall be thereupon reimstated m all its rights,
and be subject to all the liabilities. as if this arrangement had
never been made; and shall have full right and authority to
re-enter upon and resume the control of the whole line of im-
provement, as preseribed in this and in the tenth chapter.

Fumes ricer and Kanawha compaury restored to its rights.

16. For the purpose specified in the preceding section, a
eeneral meeting of the stockholders of the said James river
and Jkanawha company, existing at the time this act takes
effect, or their successors and assions, shall be convened by
the board of public works; at which meeting the company
shall be organized, as heretofore preseribed by its charter:
provided, however, that W the saul Virginia canal company
shall be unable to complete the said water line improvement
from Ttichmond to the Chio river, within eight vears as afore-
said. or to complete the enlargement of the Richmond dock
and ‘Tide-water connection. and deepening of the canal from
Richmond to Buchanan, within ten vears as atoresaid, they
may have two years’ extension of time in each case, by pay-
ing into the treasury of the commonwealth of Virginia, for
the said commonwealth, before the expiration of the said
period of eight years, a half million of dollars, if they re-
qure the extension of time for the completion of the water
lime as well as for the said enlargement; or by paying one
hundred thousand dollars before the expiration of ten years,
if they require the extension of time only as to the enlarge-
ment aforesaid; which said sums shall be as liquidated
damages, to be paid to the sail commonwealth in the contin-
gencies aforesaid, for the loss sustained by such delay or de-
lays in the completion of the said works as herein required:
provided, however, that if the said Virginia canal company
shall have proceeded in good faith to execute the said works,
then the general assembly may suspend the effect of the pro-
visions above set forth as to the stipulated damages aforesaid,
and the vesting and reverter aforesaid, and allow to the said
company such further time as to it may seem just and proper,
to complete the said works, providing for the enforeement of
the provisions suspended, in case of a second failure of said
company to comply with the terms required by law.

Commission to see whether charler tis observed or violated.

li. ‘To insure a compliance with the provisions of this
charter, it shall be lawful for the board of public works or
the executive at any time to appoint a commissioner, who
shall not be a stockholder, nor a creditor nor debtor of said
company, whose duty it shall be to examine the proceedings
of the said company; and for that purpose, the books, records
and papers of the company shall be open to his inspection;
and also to examine the works authorized to be constructed
and repaired; and if he shall deem that any of the require-
ments of the charter have been violated, or omitted to be
complied with, he shall report the same to the board of pub-
lic works or the executive, who, if they deem it of sufficient
importance, shall cause proceedings to be instituted against
said company by quo warranto, or information in the nature
thereof, in the circuit court of the city of Richmond. If the
said commissioner shall report that the said line of improve-
ment, or any part of it, is so out of repair as materially to
Injure the navigation in such part of the line, the board of
public works may, upon receiving such report, direct pro-
seedings, by motion, in the county court of the county in
Which the obstruction exists, and recover from the said com-
any a fine or fines not exceeding five hundred dollars for
very week the company shall fail to make the repairs neces-
ary; and such motion may be repeated, at the discretion of
he board of public works, until such repairs are made.
OF TITE ASSESSMENT AND COLLECTION OF TOLLS, AND REGULATIONS
RELATING THERETO.

Use of works on paying tolls.

1. The Virginia canal company, upon all those parts of
their line of improvement transferred or acquired in pursu-
ance of this act, shall hold the same, free for the use of all
persons whatever, conforming to the rules and regulations of
the company, and shall be authorized to demand and receive,
on such persons and their property, the tolls prescribed herein,
in the mode and within the limits hereafter provided.

2. Whenever a section of ten miles in length, not hereto-
fore in use, shall be completed and be opened for navigation
in the manner prescribed by this act, upon any portion of the
canal proposed to be made, the same shall be free for the use
of all persons and their property, upon paying the lawful
tolls, and conforming to the rules and regulations of the
company.

3. In like manner, when the improvements in the naviga-
tion of the rivers hereby authorized shall have been made,
their navigable waters shall be public highways, free for the
use of all persons and their property, upon paying the lawful
tolls, and conforming to said rules and regulations.

4, The said company shall hold, in like manner, the Ka-
nawha turnpike, and the Blue Ridge turnpike and ferry, free
for the use of all persons and their property, upon paying
the lawful tolls, and conforming to said rules and regulations.

5. In like manner, all bridges or ferries heretofore the pro-
perty of the said James river and Kanawha company, and all
rights to construct other bridges or to purchase other ferries,
granted to said company before the passage of this act, and
which have not yet been constructed or purchased, and which
by this charter shall pass to the said Virginia canal company,
shall be held by them, free for the use of all persons and their
property, upon paying the lawful tolls, and conforming to said
rules and regulations.

General rates of toll.

6. The tolls on the line may be regulated by the board of
public works, or such other authority as the general assembly
may substitute for the control and superintendence of the
public works of Virginia, within the limits prescribed by this
section. In the mean time, the said Virginia canal company
may prescribe such a tariff of tolls as they may deem expe-
dient: provided, that during the construction of the work
the tolls shall not exceed two and a half cents per ton per
mile, nor be less than one cent per ton per mile on merchan-
dise and manufactures; shall not exceed one and a half cent
per ton per mile, nor be less than five mills per ton per mile
on agricultural products; shall not exceed one cent per ton
per mile, nor be less than two mills per ton per mile on pro-
ducts of mines and forests; and after the completion of the
improvement to the Ohio river, shall not exceed two cents
per ton per mile, nor be less than five mills per ton’per mile
on merchandise and manufactures; shall not exceed one cent
per ton per mile, nor be less than two and a half mills per
ton per mile on agricultural products; and shall not exceed
five mills per ton per mile, nor be less than two and a half
mills per ton per mile on products of mines and forests:
provided, that these rates shall apply to the through rates;

ut the tolls on the way trade may be increased one-third:
and provided farther, that the toll may be brought below the
minimum rate on any article by the said board or other
authority, with the consent of the Virginia canal company.

Tolls on the Kanawha turnpike and on the Blue Ridge turnpike, and
on the bridges and ferrves.

7. The said Virginia canal company shall have authority
to demand and collect, on the Kanawha turnpike and on the
Blue Ridge turnpike, such tolls as they may assess on each
section of ten miles, not exceeding three cents for every
animal drawing any vehicle thereon, and six cents for every
wheel to any such vehicle; ten cents for every person on
horseback; three cents for every horse or mule; one cent
per head for neat cattle, and five cents per score of hogs or
sheep.

8. They may assess and collect, in like manner, toll upon
any bridge hereinbefore transferred to them, upon which toll
has heretofore been allowed, except as hereinafter provided,
& maximum toll not exceeding three cents for every animal
drawing any vehicle over the same, and six cents for every
wheel to any such vehicle; ten cents for every person on
horseback; three cents for every horse or mule; one cent
per head of neat cattle, and ten cents for every score of
sheep or hogs.

Tolls on boats and passengers.

9. The said company may also demand and collect, on any
art of their water line, such tolls as they may assess on boats
ind other water craft, not exceeding five mills per mile, and
yn passengers conveyed by any person or company for com-
yensation, two mills per mile on each passenger. But if any
yompany or person, in order to carry ona competition with
ny other company or person, shall carry passengers without
om pensation, when it is their business to convey passengers,
uch company or person shall not be exempt from such toll.

Contracts for paying toll quarterly, or commuting tolls.

10. The said company may contract with citizens residing
yn any section of their water line, or on the line of the Ka-
nawha or Blue Ridge turnpike, for the payment of their tolls
quarterly in advance, or by the month or year; also with
mail contractors, upon such terms and under such regulations
as they may prescribe; or they may commute the tolls with
any person, taking of him a certain sum annually, in lieu of
tolls.

fivemplions from tolls.

11. The general assembly, while the said works were in
possession of the James river and Kanawha company, having
exempted certain persons and things from the payment of
toll at sundry places on the line of improvement, the said ex-
emptions are continued as follows, to wit:

12. No toll shall hereatter be taken from persons crossing
Greenbrier or Gawey bridges ina publie stage coach or other
riding carriage, other than the toll imposed by said company
on such stave coach or riding carriage, and the horses or
other team drawing the same. No tolls shall be demanded
of visitors at the springs, when riding or passing out and in
from or to the springs tor exercise, except for passing Green-
brier bridae.

13. The roads and bridees which have been constructed to
provide accommodation tor the trade of the south side of
James river, shall continue, as heretofore required, to be free
for the use of all persons and things going to the canal for
the purpose of being transported upon it, or going from the
canal immediately alter having been transported upon it, and
conforming to the lawful rules and regulations of the com-
pany; but a reasonable toll, within the limit hereinbefore pre-
scribed, may be demanded and collected upon all other per-
sons and things using the same for other purposes.

14. If the said company shall erect a bridge between their
canal and the county of Powhatan, at or near the town of
Jefferson, or at or near the town of Jackson, in the county of
Botetourt, no toll shall be charged on said bridges against
any person going to or coming from their canal; and the toll
charged upon other persons shall be as the said company may
prescribe, not exceeding the rates hereinbefore limited on
bridges; and if said bridge at Jefferson be constructed, then
the company are hereby authorized to purchase the ferry at
said town.

15. In all cases of tolls on any of the company’s roads or
bridges, return wagons or carts shall pay one- half tolls only ;
and no toll shall be demanded or received trom persons re-
siding within tour miles of any gate on any such read, and
who shall not have travelled a distance upon said road ex-
ceeding four miles. All persons on whose land any toll gate
may stand, shall be exempt from all tolls at such gate; and
persons owning plantations on both sides of any gate, not
exceeding four miles distant from cach other, shall be exempt
from all tolls on their stock, implements of husbandry, and
persons employed in conveying the same from one plantation
to the other.
16. Persons going to or returning from mill, for the pur-
pose of procuring meal for the consumption of families, shall
be exempt from the payment of toll on the Kanawha road
and the Blue Ridge turnpike and bridges.

Toll bridges across North river.

17. The said company shall have authority to continue to
use their bridges across North river, in the county of Rock-
bridge, as toll bridges, and may demand and collect thereat
such tolls as they may assess, not exceeding the rates pre-
scribed herein for other bridges. But no tolls shall be col-
lected from the citizens of Rockbridge for crossing said
bridges.

Tolls on staye coaches.

18. The said company is hereby authorized to regulate
from time to time the tolls to be demanded and received on
stage coaches running hereafter on the Kanawha turnpike or
the Blue Ridge turnpike.

Bills of lading.

19. Every master of a boat or float conveying property
on the water line of the said company shall, on receiving
such property on board, cause to be made out a true bill of
lading or manifest of such property, which shall be signed
by himself and the consignor. The bill is to contain: Ist,
the name of the place or milestone at which any of the pro-
perty therein mentioned was shipped, and the name of the
place or milestone to which it is to be cleared; 2d, the num-
ber of hogsheads, barrels, boxes, packages, feet of lumber
(board measure), bags and bushels of each species of article;
3d, a specification of the property so shipped by said con-
signor, and the quantity and gross weight of each species.
And the legal tolls shall be demandable and payable to the
collector of tolls accordingly.

Statement of passengers.

20. The owner or master of every boat used for carrying
passengers shall cause to be made out a statement of the pas-
sengers carried in his boat, verified under oath, which he shall
deliver to the toll gatherer at the place of his destination ;
and it shall be lawful for the toll gatherer, to whom such
statement is returned, to administer the necessary oath for
that purpose: which oath, if taken falsely, shall subject the
person taking it to the penalties provided by law against per.
sons convicted of perjury.
21. The said company shall, from time to time, cause a list
of its rates of toll to be printed, and have such rates posted
where they can be readily seen by persons using its work; and
when any material change in the rates of toll ‘shall be made,
the same shall be advertised in such newspapers as will be
most likely to give information thereof to the public; and
reasonable notice of such proposed change shall be given be-
fore such new tolls shall take effect.

22. A collector of tolls for said company may refuse to let
any person or thing pass on the company’s works until the
toll be paid. If any person or thing pass any toll gate or
other proper place for payment, without paying or tendering
the toll, such person, or the owner or person in possession of
such thing, shall forfeit to the company ten dollars. And the
like forfeiture shall be incurred where any person or thing
subject to toll is passed through any private gate, bars or
fence, or other place, for the purpose of evading the pay-
ment of the toll. Any such collector knowing of a violation
of this section shall immediately make it known to the presi-
dent or one of the directors. If he fail so to do, he shall for-
feit to the company twenty dollars; which may, if 80 much of
his compensation remain unpaid, be deducted therefrom.

23. If any collector shall receive for tolls more than is
lawful, he shall pay to the party grieved thereby the amount
unlaw fully received, and five dollars besides. And if said
collector shall unreasonably detain any person or thing at his
place of receiving toll, he shall forfeit to the party injured
five dollars: either of which penalties, if the said collector
be unable to pay, may be recovered of said company.

24, Every collector shall account for and pay to the proper
officer, and at the time prescribed, the tolls which he may
have received from time to time; and for failing to do so, he
shall forfeit to the company fifty dollars.

Lines, how recoverable; payment from collectors enforced.

25. Any fine herein imposed shall be recoverable by war-
rant before a justice of the county or corporation in which
the offence was committed; and the said company may also
institute and prosecute any procecdings necessary or proper
to enforce payment of what may be due from any collector.
Such proceeding may be in the name of the company, in the
county or circuit court of the county wherein the collector is
employed in the collection of toll, and may be by suit or
motion against the collector and his sureties, and his and
their personal representatives; and the judgment or decree
shall be for the principal sum remaining due, with interest
thereon, and fifteen per centum damages.
26. Troops or persons in the military or naval service of
this state, or of the United States, with their arms, munitions
and baggage, shall have the preference to other persons and
property in passing over the line of the company’s works, or
through or over any of its locks, aqueducts, tunnels or
bridges; and the tolls for such troops or persons, and on
their arms, munitions and baggage, shall not be more than
one-fourth of the rates on other persons or things of like
kind. If there be a failure to give any such person or thing
passage over the same in a reasonable time, the said company
shall forfeit for each person or thing not less than five nor
more than fifty dollars.

Collection of tolls on the Kanawha river.

27. Manifests of the cargoes of all boats or other vessels
navigating the Kanawha river shall be filed with the receiver
of tolls, designating the names of the cargoes, of their own-
ers, and the masters of the boats or other vessels in which
the said cargoes shall be shipped, and of the said boats or
vessels, together with that of the shippers and other agents
having the control or direction of the said cargoes; and the
legal tolls shall be demandable and payable to the collector
of tolls accordingly; and in all cases of failure to comply
with the regulations hereby established, and to pay the tolls
aforesaid, it shall be the duty of the said collector to seize
and hold the boats or other vessels concerned in the neglect
or evasion thereof, until the law is fully complied with; and
if that be not done within the space of two days from the
time of such seizure, it shall be lawful for the collector of
tolls, after giving five days’ previous notice of his intention,
by advertisement at the door of the courthouse of the county
of Kanawha, to sell at public auction, for ready money, so
much of the said cargoes of such boats or vessels as will be
sufficient to pay the tolls due, with the addition of fifty per
centum thereon, and the necessary expenses incurred by the
said collector in seizing, securing and taking care of the said
vessels and cargoes; and the said boats or vessels, with the
remaining cargoes, and any balances of money which may
remain from the sales aforesaid, shall then be returned to the
lawful owners or proprietors thereof, or to their agents; and
the Virginia canal company, their collectors or agents, may
sue out an attachment before any justice of the peace against
boats and cargoes upon the Kanawha river, for tolls due and
unpaid by the said boats and cargoes, their owners, masters
or shippers; which attachment shall be prosecuted as in other
cases of attachment for debt.

28. The receiver of tolls shall be authorized to board and
enter all boats or other vessels in the said river, whether in
the stream or at anchor, or at the landings on either shore of
the Kanawha river, or the bays or inlets thereof, and to de-
mand and receive the lecal tolls on all the commodities con-
tained in the said boats or vessels, whether fully or in part
loaded; and in case of failure to pay the said tolls when thus
demanded, the said boats or vessels, and the cargoes thereof,
shall be lable to seizure, sale and disposition in all respects
as prescribed in the toregoing section. And all and every
person or persons on board of any boat or other vessel in
the said river, refusing or neglecting to come to when re-
quired by the said collector to do so, shall forfeit and pay
twenty dollars to the use of the said company, to be recovered
before any justice of the peace: and all persons resisting the
said receiver in the execution of any powers given to him by
law, shall be deemed guilty of a misdemeanor, and be pro-
secuted accordingly.

29, All persons, whether principals or agents, who shall
ship off, or authorize to be shipped off, any article subject to
the payment of toll, without having first entered the same
with the receiver of tolls, as herein prescribed, and paid the
tolls due thereon, shall forfeit and pay three times the amount
of the tolls on the articles so shipped off, to be recovered for
the use of the said company betore any justice of the peace.

CHAPTER VII.
OF DIVIDENDS AND LIABILITIES TO STOCKILOLDERS.
Dividends.

1. While the works are in progress, and after they are
completed, the Virginia canal company may declare and make
semiannual dividends of so much of the surplus profits of
their entire work as they may deem it prudent to divide,
which shall be paid to the stockholders, or to their order, in
such manner as the by-laws may prescribe.

2. The dividends declared as atoresaid upon each share of
stock hereafter to be subscribed, shall be in proportion to the
amount actually paid thereupon by the stockholders. But
the corporations and individual stockholders at the time of
the organization of the company, to whom certificates of
stock, upon which the full amount has been paid, shall have
been issued, shall be paid dividends, rating the said certifi-
rates at one hundred dollars per share. Those who have not
paid in full, shall receive dividends only in proportion to the
amount actually paid.

3. Before any dividend shall be declared to others, the an-
“nuity to the state of one hundred and _ thirty-five thousand
dollars and the tive per centum per annum agreed to be paid
upon the stock owned by the corporations and individuals at
the time of the organization of the company, and their as-
siens, shall be set. aside and provided for, as herein prescribed.
And semiannnally, on first day of Januar y and the first day
of July, the said company shall pay into the public tre easury
of the state, in the mode prescribed by law, the sum of sixty-
seven thousand five hundred dollars in discharge of said an-
buity: and at the same periods shall pay to the private stock-
holders provided for in the sixth article of said agreement,
two and a half per cent. on their capital stock, until the line
shall have been completed to the Ohio river, when said inte-
rest shall cease, and the said private stockholders shall share
with the other stockholders the dividends declared by the
company.

Proceeding to sequester rerennes and property.

4. If the said company shall fail at any time to pay any
such semiannual instalment of said annuity, then out of the
sum of one million of dollars deposited in the treasury of
the state by the said Virginia canal company, according to
the fourteenth article of the said provisional agreement, as set
forth in the first chapter, and the interest which may be due
thereon, the auditor of the state shall raise and pay into the
public treasury the said sum of sixty-seven thousand five
hundred dollars, until the said sum of one million of dollars
is exhausted. And if after the said sum of one million of
dollars is exhausted, the said company shall fail at any time
to pay any such annual instalment of said annuity, and it shall
remain unpaid for three months after it becomes due, then
the auditor of public accounts shall notify the attorney gene-
ral thereof, who shall immediately proceed, on thirty days’
notice to the president, treasurer, or any director of the said
company, to move in the circuit court of the city of Rich-
mond for judgment against such company. Such motion
shall have precedence over all other cases; and upon satisfac-
tory proof that the said instalment has not been paid, the
aid court shall give judgment against said company, and
sequester its entire revenues and property; and the board of
public works shall appoint a receiver. The said receiver shall,
with the approbation of the board of public works, appoint
all necessary agents to aid him, and shall pay into the treasury
such part of the gross receipts of the company as will pay
the amount due, with interest thereon; whereupon the se-
questration shall wholly cease and determine; but during
such sequestration the said receiver and his agents shall, un-
der the direction of the board of public works, be paid for
their services out of such receipts.

5. If the said company shall fail to pay to any of the said
private stockholders the semiannual interest on their stock for
ten days after the same is demanded, upon the application of
such stockholders, upon ten days’ notice, to any officer or di-
rector of the company, at the office of the company in Rich.
mond, the auditor of the state shall raise and pay the said
interest due, out of the said sum of one million of dollars
deposited in the treasury by the said company, and charge
the same to the company; or the said stockholders, or any of
them, may, at their option, proceed, by warrant before a jus:
tice of the peace, to recover the same, if the justice have
jurisdiction of the amount; or, if not, by action of debt in
the circuit court of the city of Riehmond. And when the
said work shall be completed to the Ohio river as aforesaid,
the payment of the said five per cent. per annum shall cease.

6. Vhe dividends which may be payable to the common-
wealth of Virginia upon the stock held by the state, in trust
for individuals who tailed or refused to receive the same,
shall be paid. as other public dues to the state are paid, to
the treasurer of the state, upon demand.

Dividends, where to be paid.
7. The dividends and other dues to the American stock-
helders, other than those herembefore provided for, shall be
peud at the company’s office in the eity of Richmond. Those
of the foreign steckholders may be paid in Paris, or else-
where, as may be prescribed by the by-laws of the company.

Dividends to be credited against debts.

8. If any stockholder be indebted to the company, his
‘dividends, or so much as may be necessary, shall be passed
to his eredit in payment of tue debt.

Notice of dividend to be published; uncalled for dividends to be paid
into state treasury.

9. Of every dividend declared, and of the time and place
appointed for the payment thereof, the board shall cause no-
tive to be published in some newspaper printed in the city of

Qehmond, and shall also cive notice thereof, in such manner
as they may deem expedient, in the eity of Paris. In Janu-
ary, eishteen hundred and sixty -cicht, and once in every five
years thereafter, they shall publish, in like manner, a list of
ail dividends which have remained unpaid: for two years or
more, With the names of the persons to whose credit such
dividends stand. All dividends not called for within the
term of five years atter they have been declared, shall be paid
into the publie treasury, to be subject to the order of the
sharcholder or his legal representative, when called for, the
sharchotder establishing his right thereto, to the satisfaction
of the auditor of public accounts.
REGULATIONS FOR THE INSPECTION OF BOATS, AND FOR BOATMEN
AND CEE, HARBOR AND DOCK MASTERS, TO PREVENT THE
COMPANY? *S WORKMEN OR EMPLOYEES FROM VIOLATING THE PEACE:
EXEMPTING THEM FROM WORKING ON OTHER ROADS, AND FROM
MILITIA DUTY. t

Inspectors of boats.

1. The said company may require such of the lock keepers
or toll gatherers, upon any part of their water line as they
may invest with the authority hereby given, to become in-
spectors of boats, and require from such person bond with
good security in such penalty as their by-laws may prescribe,
for the true and faithful performance of the duties of his
office; and such person shall also take an oath for the same
purpose.

Dock masters and harbor masters.

2. The said Virginia canal company may establish revula-
tions for the preservation of good order at any of their
basins, docks or landings, and at wharves for loading and un-
loading boats or vessels engaged in navigating their water
line, at any point thereon, whether on rivers or canal: pro-
vided such regulations be consistent with the laws of the
state and the “police regulations of any city or corporation
authorized by law to prescribe such regulations; and for such
purpose may appoint dock masters or other oificers, whose
duty it shall be to cause such regulations to be obeyed, and
to collect the penalties fixed by said regulations for intringe-
ments thereof; which penalties shall be recoverable before
any tribunal having jurisdiction thereof.

3. No harbor master shall have any control over any boat
or vessel after the same shall have entered the said company’s
line, as designated in the fifth chapter, nor wiile entering,
remaining in or leaving any of | said company ’s docks, locks
or water line, or any channel lIcading thereto, which have
been constructed by them according to law, or by the com-
pany whose rights and interests have been transferred to
them.

4, The said dock masters, or other officers appointed to
discharge their dutics, shall regulate the anchoring and moor-
ing of all lighters, boats, and bay and river craft, steamboats
and other vessels which come within any of the said docks or
basins, or anchor at or are secured at any of such wharves or
landings. He shall also regulate thetr entrances and depar-
ture, so as to prevent confusion and disorder,

&. Any master or head man of any vesscl, or boat, or othe
eraft, who shall fail or refuse to ohey or comply with the law
ul order of any of said dock masters or other officers, aller
having had a reasonable time for obedience or compliance,
shall be liable to a tine of five dollars for every such offence;
to be recovered before any justice of the peace having ju-
risdiction.

To precent companys employees from ceolating lhe peace.

U. Lf at any time, on any part of the company’s line, any
workman or other employee shall be engaged in a riotous,
tumultuous or unlawful assembly, or in any violation of the
peace, any judge or justice within his jurisdiction may sup-
press the same; and for that purpose, may command the
assistance of all persons present, and of the sberiff or ser-
geant of the county or corporation, with his posse, if need
be, to arrest and secure those engaged in any violation of the
peace. And it shall be the duty of any contractor or officer
of the said company, having knowledge thereof, to give
immediate information of any such violation or apprehended
violation, to some judge or justice nearest thereto. Any
person so arrested shall be proceeded against as prescribed
by law in such cases.

bxemption from working on other roads.

i. The officers, contractors, and their avents and laborers.
hirelings or hands, while engaged at work upon the line of the
company’s works, shall be exempt from, and in no wise sub-
ject to, the provisions of any road law, by which the citizens
of any county or corporation along said line may be com-
pelled to perform labor on any road or work within the same,
and from any tax or contribution whatever, under any special
road law heretofore passed, or that may be hereafter passed,
for any county or corporation.

Evemption from militia duty.

8. The following persons shall be exempt from the per-
formance of the ordinary duties of militiamen, but shall be
liable to be drafted and detailed for actual service, to wit:
All terrymen employed by said company at any ferry owned
by it; all keepers of any toll bridge owned in like manner;
two of the clerks in the oftice of the collector of tolls on the
Richmond dock and on the lower section of the company’s
canal; the inspectors of boats, lock gate keepers and over-
seers employed by them; all their toll gatherers, and the
workmen who are nonresidents of the county or corporation
in which they are at work, and actually engaged in fulfilling
any contract for the completion of any work on the com-
pany’s water line in a specified time.
For THE PREVENTION OF OBSTRUCTIONS; TO FACILITATE NAVIGA-
TION ON THE COMPANY’S LINE, AND TO PUNISH OFFENDERS; SALE
OF WATER POWER; RESERVATION OF WATER FOR THE STATE
ARMORY.

Rights of navigation preserced; ltmitation on power of courte to
grant leave to erect dams.

1. In any of the rivers or water courses, the right of im-
proving or extending the navigation of which has been given
ereby, or may be hereafter given to the Virginia canal com-
pany, it shall not be lawful for any court to grant to any
other person or company the preference to the use of the
water flowing therein for the purposes of such navigation,
nor to grant leave to any person to erect a dam or other ob-
struction across or in such water course, by which the ordi-
nary navigation will be obstructed, nor by which the water
uscd as a feeder to any part of the company's water line may
be diverted or lessened, without the consent of said com-
pany. Any such dam or obstruction, notwithstanding it may
be built under such leave, shall be deemed a nuisance, and
may be abated as such.

Penalty for obstructing nuvigution with fish traps, &e.

2. If any person or company shall hereafter make or cause
to be made any ‘hedges, fish traps or other obstructions in
any of said rivers composing part of the said company’s wa-
ter line, so as to impede or injure the passage of batteaux,
floats or other vessels, such person or company shall forfeit
and pay to the said canal company the sum of fifty dollars for
each offence.

Buoys, beacons and ring bolts to be placed in rivers.

3. The said company shall cause buoys to be placed in any
part of their water line in which they may be necessary, so
as readily and clearly to indicate and point out to navigators
all the entrances and lines of the sluices, the wing dams and
the jetties, and generally the course of the channels. They
shall also cause beacons to be placed on the bars, rocks
and other obstructions to navigation, not within the sluices
or channels, but which, from their positions, or from other
causes, are likely to endanger the safety of vessels or boats
navigating the said water line; which buoys and beacons
shal] be so constructed as to be visible until the water in any
of the rivers on the said line in which they may be necessary,
shall rise five feet above its ordinary lowest level. For the
greater safety and convenience of the trade, it shall be the
further duty of the said company to cause large rings to be
attached by suitable bolts to rocks or other stable bodies.
along the sluices and at the ends of the wing dams and jet-
ties, for the better enabling boats or vessels to overcome the
force of the currents by warps and cords.

Water not to be used but for navigation; water power, how sold.

4. The water, or any part thereof, conveyed through any
canal or cut made by the company, except where the land
between the canal and the river is entirely the property of
the company, shall not be used for any purpose but naviga-
tion, unless the consent of the proprietors of the land be first
had; but the company may lease or sell to any person or
company the water power necessary for propelling any ma-
chinery tor milling or other purposes, w here such person or
company may have obtained the necessary site therefor.
And where the company is possessed of, or may acquire here-
after, land as hereinbefore provided for, and shall not thereby
damase other proprietors of land in a manner not compen-
sated tor at the time of acquiring the same, they may estab-
lish any such machinery, and work the same with the water
from any canal or dam, so as not to impair the navigation by
such use of water, and may again sell or Icase the same.

Water for armory, Se. reserved.

). The commonweaith of Virginia reserves the right to
the use of so much of the water in the canal of the company
as may be sufficient to propel the machinery necessary for the

manufacturing of arms at the public armory in the city of
Richmond, and which shall be used for that purpose, free of
all charge whatever; ; and the company shall at no time stop
or obstruct the use of said water, except when absolutely
necessary for the repair of the canal; and In time of war or
apprehended danger, the governor shall be the judge of such
necessity. The said company shall not obstruct the use of the
water, to the extent it is now enjoyed, to the lessees of the
state on the property adjoining the said armory, they paying
the rent for said water heretofore agreed to be paid, or that
may be contracted to be paid in case of a renewal of their
lease: provided, that the quantity of water taken by the state
shall not so reduce the water in the canal as to interfere with
the navigation thereof, and the compliance by the company
with any contract heretofore made, for a supply of water from
the canal to mills or other manufactories. ‘This section shall
not be construed to waive or impair any right of the com-
monwealth, by virtue of any law, resolution or contract, to
water from the said canal, but suc h nicht shall be valid against
the said canal company: provided, that the whole quantity
of water for the commonwealth shall not exceed that to
which the commonwealth may be entitled as aforesaid.
IteTURNS, REPORTS AND TAXATION} DURATION OF CHARTER; RIGHT
TO ABOLISH IT; WHEN JAMES RIVER AND KANAWIIA COMPANY
RESTORED TO THEIR RIGHTS AND FRANCHISES.

Reports required of company.

1. Whenever the general assembly shall call on the Vir-
ginia canal company tor any information relative to its opera-
tions, affairs or condition, the said company shall furnish the
same. Whether the general assembly shall do so or not, the
Virginia canal company shall make an annual report to the
board of public works, of its condition and the state of its
affairs on the thirtieth day of September, and of the opera-
tions of the company during the year ending on that day;
which report shall be verified by the president of the com-
pany, and be filed in the office of the said board by the
fifteenth day of November in each year. The said report
shall be in such form as the board of public works shall pre-
scribe; and in preparing such form, the said board are hereby
directed to require that the said report shall retain as full and
minute information in regard to the condition, affairs and
operations of the said canal company, as may be required by
said board in regard to the condition, affairs and operations
of the railroad companies within the commonwealth.

Penalty for failing to make report.

2. If the said company shall fail to make the report herein
required, and in the manner required, it shall be liable to a
penalty not exceeding one thousand dollars. And the board
of public works, if in session, or its secretary, if it be not in
session, shall report such failure immediately to the attorney
general; and it shall be his duty, after giving to the said
company ten days’ notice, to proceed against the same for
such failure, by motion, in the circuit court of the city of
Richmond. Such court shall consider said case a privileged
case, and it shall be its duty to enter up a judgment for a tine
not exceeding one thousand dollars and the costs, including
a fee of twenty dollars for the services of said attorney
general. Execution shall be awarded against the said com-

any, to be levied as other executions are levied upon any of
its property.

Taxation.

3. The works which the said company shall construct, and
the property which they shall acquire by purchase or con-
demnation, under the authority of this law, shall be vested in
them and their successors forever, for their own use and
benefit, exempt from all public taxes, burdens or charges,
other than those which may be imposed or authorized by this
act: provided, that when the dividends declared by the said
company shall reach ten per centum per annum, then the
said company shall be subject to taxation, at a rate not ex-
ceeding that imposed on other internal improvement com-
panies in this state.

Duration of charter.

4. If the said Virginia canal company be not organized by
the appointment of a president and directors as required by
this charter, within ten months from the passage thereof, this
act shall be null and void; and if said company shall not
bona fide commence its works within six months after its
organization, or if, after commencing its works, it shall sus-
pend its operations for one year, or if it shall fail to comply
with the provisions of the fifth chapter hereot, so far as the
same refers to the fourteenth article of the said provisional
agreement, the general assembly may abrogate this charter,
and declare that the corporate rights and privileges of the
company shall cease; or it may allow said company such
further time to complete the said works and to comply with
its engagements, as to the legislature may seem Just and
proper.

Disposition of property when corporation ts dissolved.

5. If the said corporation shall be dissolved as aforesaid.
and its corporate rights and privileges shall have ceased, all
its works and property, and debts due to it, shall be subject
to the payment of debts due by it, in accordance with the
provisions of this charter; and it may sue and be sued, as
before, for the purpose of collecting debts due to it, prose-
cuting rights under previous contracts with it, and enforcing
its liabilities and transferring its property and debts to its
successor, as hereafter provided.

When James river and Kanawha company restored to tts rights.

6. If the said Virginia canal company shall fail to comply
_with its undertaking as hereinbefore set out, so that the
general assembly shall proceed to abrogate its charter and to
declare that its corporate rights and privileges shall cease.
and that its property shall be forfeited according to the pro-
visions of this act and said provisional agreement, then the
James river and Kanawha company, as it existed before the
passage of this act, shall thereupon be restored to all the
rights conferred by its charter and the laws existing at the
time of the passage of this act, as fully and effectually as 1t
this act had never passed; and so much of the sum of three
hundred thousand dollars appropriated by the act of March
twenty-third, eighteen hundred and sixty, for the improve.
ment of the Kanawha river, as shall have been expended
thereon, and shall not have been repaid to the state, shall be
and remain a lien upon the works. property and franchises ot
the company in and upon the Kanawha river: and the deed
which has been executed for the security of the said sum of
three hundred thousand dollars, shall be in full force and
effect ; and all the rights, interests and liens of the state in
and upon the James river and Kanawha company, and the
works, property and franchises thereof, as the same exist at
the time this act is passed, shall exist and be in full force and
effect: and the said James river and Kanawha company shall
be subject to all the restrictions, duties and Habilities that are
imposed upon it by the laws in force immediately betore the
passage of this act; and said laws so in force at the passage
of this act, shall be, in all other respects, in full force.
7. The stockholders in the Virginia canal company, at the
time when its said charter shall cease, and when the rights of
the said company shall be transferred to the said James river
and Kanawha company, who were stockholders in the James
river and Kanawha company, or who derived title to their
stock from or under such stockholders, to the extent of the
stock so held, shall be considered stockholders in that com-
pany, and their stock shall be of the par value at which it
was estimated while stockholders of the said James river
and Kanawha company; and in all other respects they shall
be restored to their rights and liabilities, and be entitled to
the profits and remedies granted by the charter of the said
James river and Kanawha company before the passage of
this act. And the state shall have the same quantity of stock
in the said James river and Kanawha company, and the same
interest therein, as is now held by the state in said company.

8. If, at any time hereafter, the board of public works shall
be abolished, or shall cease to exist, the powers and authority
vested in it by this act shall be vested in and exercised by
such other body as may be authorized by the constitution or
laws of the state to control and superintend the public works
of Virginia.

9. No tax shall be charged for this charter under the tax
bill passed at the present session of the general assembly.

1U. This act shall be in force from its passage.