Chap. 270.—An ACT concerning corporations.

Became a law, without the governor's signature, May 21, 1903.

Be it enacted by the general assembly of Virginia as follows:

1. By exccuting, filing, and recording a certificate as hereinafter,
in sections two and three of this chapter, set forth, any number of
persons, not less than three, may, under the provisions and subject to
the requirements of this act, associate to establish a corporation for
the transaction of any lawful business, or to promote or conduct any
lecitimate object or purpose, except a railroad company, a telegraph
company, a telephone company, a canal company, a turnpike company,
or other company which shall need to possess the mght of eminent
demain for the purpose of taking and condemning lands within this
State.

2. Such certificate of incorporation shall sct forth:

(a) The name of the corporation, which name shall contain the
word “corporation,” or the word “incorporated,” and shall be such as to
distinguish it from any other corporation engaged in a similar busi-
ness, or promoting or carrying on similar objects or purposes in this
State. :

(b) The name of the county, city, or town wherein its principal
office in this State is to be located.

(c) The purposes for which it is formed.

(2d) The maximum and minimum amount of the capital stock of
the corporation, and its division into shares; and, if there be more
than one class of stock ercated by the certificate of incorporation, a
description of the different classes thereof, with the terms on which
such different classes are created.
(e) The period, if any, limited for the duration of the corporation.

(f) The names and residences of the officers and directors who
unless sooner changed by the stockholders, are for the first year tc
manage the affairs of the corporation.

(g) The amount of rcal estate to which its holdings at any time
are to be limited.

(hk) The certificate of incorporation may also contain any provi-
sion which the incorporators may choose to insert for the regulation
of the business, and for the conduct of the affairs of the corporation ;
and any provision creating, defining, limiting, or regulating the
powers of the corporation, of the directors, or of the stockholders, or
of any class or classes of gtockholders: provided, such Provision be
not inconsistent with this act.

8. Such certificate shall be signed by at least three Tr shall
be acknowledged by them before an officer authorized by the laws of
this State to take acknowledgments of deeds, and shall be presented
in term time or in vacation to the judge of the circuit court of the
county, or of the circuit, corporation or chancery court of the city
wherein the principal office of the corporation is to be located. Such
judge shall thereupon certify thereon whether, in his opinion, such
certificate 1s signed and acknowledged in accordance with the re
quirements of this act, and if not, in what respects it is faultv. As
soon as the certificate is so endorsed by the judge, and the fee, if any,
required by law to be paid to the State upon the charter shall have
been duly paid, it, together with the receipt for such payment, may
be presented to the State Corporation Commission, which shall ascer-
tain and declare whether the applicants have, by complying with the
requirements of the law, entitled themselves to the charter and shall
issue or refuse the same accordingly. When so issued the certificate,
with all endorsements, together with the order thereon of the State
Corporation Commission, ‘shall be certified by the said commission,
as required by law, to the secretary of the Commonwealth, and by
the last-named officer recorded in the charter records of his office,
who shal] thereupon certify the same to the clerk of the circuit court
of the county, or the corporation court of the city wherein the prin-
cipal office of such corporation is to be located, or to the clerk of the
chancery court of the city of Richmond, when such principal office is
to be located in said city, who shall likewise record the same in a
book to be provided and kept for the purpose in his office, and when so
recorded the fact of such recordation shall be endorsed upon the said
certificate, and the said certificate, with all endorsements thereon, shall be
returned by the said clerk to the State Corporation Commission and lodged
and preserved in the office of its clerk. As soon as the charter shal]
have been lodged for recordation in the office of the secretary of the
Commonwealth, the persons who signed and acknowledged said cer-
tifieate, and their successors, and such other persons as may be as-
sociated with them according to the provisions of law, or ‘of their
charter, shall be a body politic and corporate, by the name set forth
in the ‘said certificate, with the powers and upon the terms set forth
nerein, so far as not in conflict with this act; and in addition shall
ave all the general powers and he subject to all the general restric-
ons and liabilities conferred and imposed by this act and by the
eneral laws of this State applicable thereto, not in conflict with
vis act, or with said charter, as hereinbefore provided.

4. Until such amount of stock as the incorporators may determine,
ot Jess than the minimum fixed by the certificate of incorporation,
hall have been subscribed, and such terms in respect thereto as they,
n the contract of subscription, may impose, shall have heen complied
ith, the signers of the certificate of incorporation shall have diree-
ion of the affairs and of the organization of the corporation, and may,
n person or by proxy, take such steps as they may deem proper, not
neonsistent with this act, to obtain the necessary subscription to the
tock, and may determine the form and terms of the stock subscrip-
ion agreement; what notice, if any, shall be given of the opening
ff the subscription books; they shall give ten davs’ notice of the
nitial or organization meeting of the subscribers to the capital stock,
inless all subscribers are present, or represented, or notice is waived
n writing by such as are absent; and generally mav take all such
tens as may be necessary or convenient for the purpose of perfecting
he organization of the corporation; but if the stock, subscription,
2creement, or contract of subscription shall vary substantially from
the charter or certificate of incorporation as to the nature, object or
powers of the corporation, all subscriptions or contracts or agrec-
ments therefor shall be void.

5. At any time before the amount of stock so fixed by the incorpo-
rators shall have been subscribed, anv amendment or alteration of the
original certificate, not inconsistent with this act, may, if accompanied
by a receipt showing the payment of the proper fee, if any he made
hy a supplemental certificate. made, signed, and acknowledged by the
incorporators, and certificd, issued, and recorded, and lodged in the
office of the State Corporation Commission, in the same manner as is
provided in reference to the original certificate, hut in that event, all
subscriptions theretofore made to the capital stock shall be void.

6. At anv time after such subscriptions shall have been completed,
the subscribers to the capital stock may, until the corporation is duly
organized, apply to the State Corporation Commission for anv amend-
ment or alteration to the original certificate, and to that end mav pre-
sent to the State Corporation Commission a supplemental certificate,
made, signed, and acknowledged by them in the manner hereinbefore
provided as to the making, signing. and acknowledging of the origi-
nal certificate, certified by a judge as hereinbefore provided as to
the original certificate, and, in the event such amendment or alteration is
one upon which the law imposes the pavment of a fee to the State, then
such supplemental certificate, when presented to the said commission,
must be accompanied hy the receipt for such payment, and thereupon
the State Corporation Commission shall act thereon in the same man-
ner hereinbefore provided as to the original certificate: and if the
amendment or alteration be issued, then such supplemental certifi-
cate, together with all endorsements, and the order of the commission
thereon, shall be recorded, and lodged in the office of the State Cor-
poration Commission, as is provided in reference to the original cer-
tificate, and when lodged for record in the office of the secretary of
the Commonwealth, the original charter shall be deemed to be altered
or amended accordingly.

7. At any time after organization, any such corporation may change
the nature of its business, change its name, decrease its capital stock,
change the par value of the shares of its capital stock, change the lo-
cation of its principal office in this State, extend its corporate existence,
create one or more classes of preferred stock, and make such other
amendments, changes, or alterations as may be desired, in manner fol-
lowing, except that no increase of capital stock shall be made other-
wise than in the manner prescribed in section nine of this act: The
board of directors shall pass a resolution declaring that such amend-
ment, change, or alteration is advisable, and calling a mecting of the
stockholders to take action thereon, the meeting to be held upon notice
by publication at least six times a weck, for two successive weeks prior
to such meeting, in some newspaper published in or near the place
where its principal office is located, or notice in writing to each of the
stockholders, to be served on him personally, or by mailing the same
to him to his last known postoffice address, at Jeast ten davs prior to such
meeting; such notice must state the time and place of the mecting
and its object. If two-thirds in interest of each class of the stock-
holders having voting power shall vote in favor of such amendment,
change, or alteration, a certificate thereof shal] be made bv the presi-
dent, or by one of the vice-presidents, under the seal of the corpora-
tion, attested by the secretary, and acknowledged by them before an
officer authorized by the laws of this State to take acknowledgments
of deeds. Such certificate, and if the amendment or alteration he
one in respect to which the payment of a fee to the State is im-
posed by law, a receipt for such payment shall be presented to the
State Corporation Commission, which shall ascertain and declare
whether the said applicant, by complving with the requirements of
the law, is entitled to the amendment, altcration or extension set forth
in said certificate, and shall issue or refuse the same accordingly. If
the same is issued, the said certificate, with the endorsements thereon,
together with the order thereon of the commission, shall be forth-
with certified as required bv law to the secretary of the Common-
wealth, to he recorded by the last-named officer as provided in refer-
ence to original certificates, and shall he certified by him to the clerk
of the circuit court of the county, or the circuit. corporation or
chancery court of the city, in which the original certificate of incor-
poration is recorded, and the clerk of such court shall thereupon re-
cord the same in his office in a hook provided and kept for the recor-
dation of charters, and shall endorse the fact of such recordation upon
the said certificate, and return the same to the State Corporation Com-
mission, to be lodged and prcserved in the office of its clerk. As soon
as the said certificate 1s lodged for recordation in the office of the
secretary of the Commonwealth, the original certificate of incorpora-
tion shall be deemed to be amended accordingly: provided, however,
that such certificate of amendment, change or alteration shall con-
tain only such provisions as it would be lawful and proper to insert
in an original certificate of incorporation, made at the time of mak-
ing such amendment or alteration: provided, that no amendment,
change or addition substantially changing the object for which said
corporation was chartered or extending the duration of its corporate
existenee, shall be made, except by unanimous consent of all the stock-
halders of said corporation.

8. The charter of any corporation existing at the time of the pas-
sage of this act, or of any corporation thereafter organized under any
charter heretofore granted by a court, or by the general assembly, and
authorized to do any business permitted under scction one of this chap-
ter, may be altered or amended, and the charter thereof extended in
the manner and subject to the limitations prescribed in the forego-
ing section, so as to obtain any privilege, power or authority, not
inconsistent with this act and the general incorporation laws of this
State, which mght be obtained and enjoved by any such corporation
organized hereunder, and any extension, which, under this act, a cor-
poration organized hereunder might obtain: provided, that any such
corporation which shall hereafter accept or effect any amendment or
anv extension of its charter hereunder shall be conclusively presumed
to have thereby surrendered every exemption from taxation, and every
non-repealable feature of its charter and of the amendments thereof;
and, also, all exclusive rights or privileges granted to it by the gen-
eral assembly, and not enjoyed bv other corporations of a similar gen-
eral character, and to have thereby agreed to thereafter hold its char-
ter and franchises, and all amendments thereof, under the provi-
sions and subject to all the requirements, terms, and conditions of
the Constitution of Virginia, and of any laws passed in pursuance
thereof, so far as the same may be applicable to such corporation.

9. In case the capital stock of any corporation organized under
this chapter, or under any charter heretofore granted by any court,
or by the general assembly of this State, for any purpose permitted
under section one of this chapter, is found to be insufficient for its
purposes, such corporation may increase its capital stock from time
to time to any amount that it may deem requisite, such increase
to be sanctioned by a vote in person or by proxy of two-thirds in
amount of all the stockholders who shall be present, or represented,
and voting at a meeting of the stockholders, which two-thirds shall
amount to at least a majority of the capital stock of the corpora-
tion called by the directors for that purpose by a notice by publica-
tion at least six times a week, for two successive weeks prior to such
meeting, in some newspaper published in or near the place where
its principal office is located, or notice in writing to each of the
stockholders, to be served on him personally, or by mailing the same
to him to his last known postoffice address, at least ten days prior
to such meeting ; such notice must state the time and place of the
meeting, and its general object, and the amount to which it is pro.
posed to increase the capital stock. The proceedings of said meeting
must be entered on the minutes of the proceedings of the stock.
holders; and if two-thirds in amount of -.such stockholders vote ir
favor of such increase a certificate thereof shall be made by the
president, or by one of the vice-presidents, under the seal of the
corporation, attested by the secretary, and shall be acknowledged by
said officers signing the same before any officer authorized by the
laws of this State to take acknowledgments of deeds, and when sc
acknowledged, it, together with the receipt for the payment of any
fee to the State which may be imposed by law for such increase of
capital, may be presented to the State Corporation Commission,
which shall ascertain and declare whether the said corporation has,
by complying with the requirements of the law, entitled itself to
make such increase of the capital stock of said corporation, and ac-
cordingly shall issue or refuse a certificate for said increase of capi-
tal. If the amendment to the charter of such corporation allowing
such increase of capital be issued, it shall be certified by the com-
mission as required by law to the secretary of the Commonwealth,
and recorded by the last-named officer in the charter records of his
office, and by him certified to the clerk of the court of the county
or city in which the original certificate of incorporation is recorded,
who shall likewise record the same in his office, and endorse upon
such certificate the fact of such recordation, and return the same
to the State Corporation Commission, to be lodged and preserved
in the office of its clerk. As soon as the said certificate is lodged
for recordation in the office of the secretary of the Commonwealth
the charter of said corporation shall stand so amended, and the in-
crease of capital stock shall become effective, and from time to time
the board of directors may proceed to dispose of the capital stock,
as so increased, upon such terms and conditions and for such con-
siderations as they may deem for the best interest of the said cor-
poration, but not until after full compliance with the requirements
in that regard of section one hundred and sixty-seven of the Con-
stitution of the State. |

10. The decrease of the capital stock of any corporation organized
under this chapter, or under any charter heretofore granted by any
court, or by the general assembly of this State, for any purpose per-
mitted under section one of this chapter, mav be effected by re
tiring or reducing any class of stock, or by the surrender by every
shareholder of his shares, and the issue to him, in lieu thereof of a
decreased number of shares, or by the purchase, at not above par,
of certain shares for retirement, or by retiring shares owned by the
corporation, or by reducing the par value of the shares; and when
any corporation shall decrease the amount of its capital stock, as
hereinbefore provided, the certificate decreasing the same shall be
published for three weeks successively, at least once a week, in a
newspaper published in the county or city in which the principal
office or place of business of the corporation is located, the first pub-
teation to be made within fifteen davs after the recordation of such
certificate, as required bv section seven of this chapter; but if there
re no such newspaper published in said county or city, then a copy
of said certificate shall be posted at the front door of the court-
house of said county or city within fifteen davs after the recorda-
tion of said certificate: provided, however, that no such decrease in
capital stock shall affect anv mght of anv creditor of the said cor-
poration existing at the time of such decrease.

11. Whenever, in the judgment of the board of directors, it shall
be deemed advisable, and for the benefit of such corporation that it
shall be dissolved, the board, within ten days after the adoption of
a resolution to that effect by a majority of the whole board, at
any meeting called for that purpose, of which meeting notice, by
publication at least six times a week, for two successive weeks prior
to such meeting, in some newspaper published in or near the place
where its principal office is located, or notice shall be given in per-
son or shall be mailed to every director, at least three days prior to
such meeting, shall cause notice of the adoption of such resolution
to be mailed to each stockholder of record; and also, beginning
within the said ten days, cause a like notice to be published in a
newspaper published in the county or city wherein the corporation
shall have its principal office: but if there be no such newspaper
published in said county or citv, then in a newspaper published in
a county or city convenient to the county or city in which said prin-
cipal office is located, at least once a week for four successive weeks
next preceding the time appointed for the same, of a meeting of
the stockholders to he held at the principal office of the corporation,
to take action upon the resolutions so adopted by the board of di-
rectors, which meeting shall convene between the hours of ten o’clock
in the forenoon and three o’clock in the afternoon of the day so
named, and which mecting may, on the dav so appointed, by the
consent of the majority in interest of the stockholders present, be ad-
journed from time to time; and if, at anv such meeting, or ad-
journed mecting, two-thirds in interest of the stockholders shall con-
sent that a dissolution shall take place, and signify their consent
in writing, given either in person or bv proxv, such consent, to-
gether with a list of the names and residences of the directors and
officers, certified by the president, secretary, and treasurer, shall be
filed in the office of the clerk of the State Corporation Commission,
and the commission, upon being satisfied by due proof that the re-
quirements of this act have been complied with, shall issue a certi-
ficate that such consent has been filed, and thereupon the said: cor-
poration shall stand dissolved, and the board shall proceed to set-
tle up and adjust its business and affairs. Whenever all the stock-
holders shall consent to the dissolution, no meeting or notice thereof
shall be necessary, but on filing the said consent in the office of the
State Corporation Commission, the said commission shall issue a cer-
tificate of dissolution, and the said corporation shall thereupon stand
dissolved, and the said board shall proceed to settle up and adjust
the business and affairs of the said corporation: provided, however,
that no such dissolution shall affect the rights of any creditor of the
said corporation existing at the time of such dissolution.

12. The incorporators named in any certificate of incorporation,
before the payment of any part of the capital, and before beginning
the business for which the corporation was created, may surrender
all their corporate rights and franchises, by filing in the clerk’s of-
fice of the State Corporation Commission a certificate, verified by
oath, that no part of the capital has been paid and such business has
not been begun, and surrendering all mghts and franchises; and
thereupon the said corporation shall stand dissolved.

13. The business of every corporation organized under the pro-
visions of this chapter shall be managed by a board of directors of
such number, not less than three, as may be prescribed by the cer-
tificate of incorporation or the by-laws of the corporation. They shall
hold office, unless sooner removed by the stockholders, for the term
fixed by the certificate of incorporation or by-laws and until their
successors are respectively elected and qualified, and a majority of
them shall constitute a quorum for the transaction of business. The
board of directors may, if authorized by the stockholders, or by the
by-laws, by a resolution passed by a majority of the whole board,
designate two or more of their number to constitute an executive
committee, who, to the extent provided in said resolution or in the
by-laws of said corporation, shall have and exercise the power of the
board of directors in the management of the business and affairs of
the corporation, and may have power to authorize the seal of the
company to be affixed to all papers which may require it.

14. Every corporation incorporated under the provisions of this
chapter, and of chapter three of this act, and every corporation of
the same or similar general class or nature, heretofore incorporated
by the general assembly or under the laws of this State, shall, after
each annual meeting of its stockholders, certify to the State Corporation
Commission and to the clerk of the circuit court of the county, or corpora-
tion or chancery court of the city wherein is located its principal of-
fice, a list of the officers and directors of such corporation elected at
said annual mecting, and it shall be the duty of the clerk of the
said commission, and of the clerk of the circuit court of said countv,
or corporation or chancery court of said city, to keep a file of such
certificates, which shall be open to public inspection, and the clerk
of such court shall be entitled to a fee of twenty-five cents for filing
such certificate, to be paid by the said corporation; and every such
corporation, all of the officers and directors of which are non-residents
of the county or city in which its principal office is located, shall, at
the same time, annually, by written power of attorney, appoint some
practicing attorney at law residing in the city or county wherein the
principal office of said corporation is located, its attorney or agent,
upon whom all legal process against the corporation may be served,
and who shall be authorized to enter an appearance in its behalf.
Such power of attorney shall be recorded in the clerk’s office of the
circuit court of the county, or the corporation or chancery court of the
city wherein the principal oftice of the said corporation is located, and
also in the office of the secretary of the Commonwealth; any such cor-
poration failing to comply with the provisions of this section within
thirty days after its annual meeting shall be fined not less than fifty
dollars, nor more than one hundred dollars, and each day’s con-
tinuance of such failure may be construed to be a separate offense
under this section, such fine to be imposed and enforced by the State
Corporation Commission, with right of appeal to the supreme court
of appeals; and if any such corporation shall be in default for more
than six months in complying with the provisions of this section the
State may proceed against such corporation by writ of quo warranto,
or information in the nature of a writ of quo warranto, for the va-
cation and forfeiture of its charter, and upon judgment in such pro-
cveding against any such corporation, its charter shall thereafter be
vacated and forfeited, such proceedings to be instituted and prosecuted
lv the attorney-general at the request of the State Corporation Com-
mission.

15. Whenever the principal purpose for which such corporation was
formed has failed, or the management of the corporation has been
abandoned by its officers and directors, or when operations under the
charter have been suspended or abandoned for a period of three years,
or the corporation has become insolvent, it shall be lawful for the
circuit court of the county or the circuit court of the city or other
court having chancery jurisdiction in the city, wherein the principal
office of such corporation is located, sitting in chancery, to wind up
and dissolve such corporation, and make such disposition of its assets
as may be just and equitable, in a suit brought by a stcckholder or
stockholders holding at least one-fourth of the capital stock of the
corporation.

CHAPTER II.

1. Any number of persons, not less than seven, may form a corporation
under the provisions of this act, for the purpose of purchasing, at any sale
under decree of any court of this State, other State, or the United
States, or at any foreclosure sale under deed of trust or mortgage,
leasing or constructing, and of maintaining and operating a railroad
or railroads, to be operated with any kind of motive power, and to be
used as @ common carrier in the conveyance of persons or property,
or both; and for that purpose may make and sign articles of associa-
tion, in lieu of a certificate of incorporation heretofore, in chapter one
of this act, authorized, in which articles of association shall be stated:

(a) The name of the corporation.

(0) The principal terminal places to and from which it is proposed
for such road or roads to be purchased, leased or constructed, main-
tained, and operated.

(c) The estimated length of the main line or lines of such road or
roads, and the name of each city and county in this State through or
into which it is constructed or intended to be constructed.
(ad) The period, if any, limited for the dyration of the corporation.

(e) The maximum and minimum amount of capital stock of the cor-
poration and its division into shares.

(f) The names and places of residence of the directors who shall]
manage the affairs of the corporation for the first year, unless others
are sooner chosen by the stockholders to act in their places. The num-
ber of directors shall not be less than seven.

(g) The place in this State in which its principal office will be lo-
cated.

(h) The articles of association may also contain any provisions
which the incorporators may choose to insert for the regulation of the
business and the conduct of the affairs of the corporation, and any
provisions as to the plan of financial organization or relating to the
internal regulation or government of the corporation, its directors,
stockholders, or any class or classes thereof: provided, such provi-
sions are not contrary to the provisions of this act.

2. The articles of association shall be signed in person by not less
than seven incorporators, shall be acknowledged by the persons so sign-
ing before an officer authorized by the laws of this State to take ac-
knowledgments of deeds, and the said articles, together’ with the re-
ceipt showing the payment of the fee, if any, required by law to be paid
to the State upon the charter, may be presented to the State Corpora-
tion Commission, which shall ascertain and declare whether the appli-
eants have, by complying with the requirements of the law, entitled
themselves to a charter, and shall issue or refuse the same accord-
ingly. When the said charter shall have been so issued the said ar-
ticles of association, with all endorsements thereon, and the order of
the State Corporation Commission, shall be certified to the secretary
of the Commonwealth, as required by law, and by the last-named offi-
cer recorded in the charter records of his office, who shall thereupon
endorse thereon the fact of such recordation, and return the same to
the State Corporation Commission to be lodged and preserved in the
office of its clerk. As soon as the said articles of association are lodged
with the secretary of the Commonwealth to be recorded, the persons
who signed and acknowledged the same, and their successors, and such
other persons as may be associated with them, according to the pro-
visions of the law or of their charter, shall be a body politic and cor-
porate, by the name set forth in the said articles of association, with
the powers and upon the terms set forth therein, so far as not in con-
flict with this act; and in addition shall have all the general powers,
and be subject to all the general restrictions conferred and imposed
on corporations by chapter five of this act, and the laws of this State
relating to corporations, so far as applicable thereto, and shall also
have power:

(a) To cause to be made such examinations and survevs for its pro-
posed railroad as may be necessary to the selection of the most ad-
vantageous route or routes, or for the improvement or straightening
of its line or change of location, or for constructing or providing addi-
tional tracks or facilities, or any ther work or ‘thing mentioned in
subsection (f) of this section; and for such purposes, by its officers
ind servants, to enter upon the lands or waters of any person, but sub-
ject to responsibility for all damage that may be done thereto.

(4) To take and hold such voluntary grants of real estate and other
property as shall be made to it, to aid in the construction, mainte
nance, and accommodation of its railroad, its terminals, and appur-
tenances.

(c) To purchase, lease, or otherwise acquire, hold, and use all such
real estate or other property as may be necessary for the construction
and maintenance of its railroads, its terminals, depots, stations, and
other accommodations necessary to accomplish the objects of its incor-
poration.

(d) To lay out its road as in its said articles of association, or in
this act, provided, and to construct, maintain, and operate the same,
and to purchase, lease, or otherwise acquire, or construct, maintain,
and operate all necessary or convenient telegraph and telephone lines
in connection with, and as a part of its business, as far as practicable
on the right of way of such road so far as the right of way is in this
State.

(e) To consolidate or merge into itself, purchase or lease the works,
property, and franchises, or any part thereof, of any railroad company
incorporated under the laws of this State or another State, or of
this State and another, or other States, and to sell or lease its works,
property, and franchises, or any part thereof, to any other such cor-
poration chartered and organized under the laws of this State: pro-
vided, however, that nothing in this act shall authorize or be con-
strued to permit the purchase, lease, sale, consolidation or merger of
the works, property or franchises of railroads competitive with it be-
tween points, both of which are within this State, or lines between the
same terminal points, both of which are within this State, whether such
lines be operated by the same or different motive power. Nothing in this
act shall be construed to limit or invalidate any of the provisions of any
charter now in force which has been heretofore granted to any rail-
road corporation by an act of the general assembly of this State: pro-
vided, however, that if any railroad company, heretofore organized
under any law of this State shall hereafter purchase, merge or consoli-
date with itself any railroad competitive with it between points,
both of which are within this State, then the company so purchasing,
merging or consolidating shall thereby be deemed to surrender, and
shall thercby surrender any exemption it may have under section
twelve hundred and forty of the Code of Virginia, from the power
of the State to change its tolls without its assent, unless said pur-
chase, merger or consolidation be approved by the State Corporation
Commission, in which event there shall be no such surrender. Should
any railroad corporation heretofore chartered by an act of the general
assembly of this State be merged into, or consolidated into, or be ac-
quired by a foreign corporation in such way that the corporation of
this State thereby loses its identity as a corporation of this State, then
such foreign corporation so consolidating, merging or acquiring such
railroad shall, as a condition precedent to the validity of any such
merger, consolidation or acquisition, file with the State Corporation
Commission an instrument in writing, attested by the seal of said
foreign corporation, and the signatures of its president and secretary
acknowledging itself to be a domestic corporation of the State of
Virginia as to its works, property, and franchises within the territo-
rial limits of the said State of Virginia, and subject to its laws and
the jurisdiction of its courts.

(f) In the event the said corporation cannot, because of the in-
capacity of the owner, or inability to agree upon the price or terms,
or because the owner cannot, with reasomable diligence, be found, or
is unknown, agree on the terms of purchase with those entitled to
any land, sand, earth, gravel, water, or other material necessary to be
taken and used in the construction, maintenance, operation or improve-
ment of said railroad, or in the straightening of its line, or change of
its location, or in constructing or providing depots, stations, shops,
yards, terminals or additional tracks or facilities, or for other neces-
sary railroad purposes, it may proceed for the condemnation thereof in
the manner and under the restrictions prescribed by the general statutes
of this State, relative to the condemnation of lands: provided, how-
ever, that such corporation shall not take by condemnation proceed-
ing a strip of land for its right of way wider than one hundred feet,
except at places where more land is required for slopes, ditches, cuts,
tunnels, embankments, or for the improvement or straightening of its
line, or change of location, or for drainage, or for depositing waste
material. :

(g) To exercise all other powers hereby granted and all the powers
conferred upon railroad corporations by the existing laws of this State,
so far as not in conflict herewith, and by all acts hereafter passed
amendatory thereof, or supplemental thereto, and subject to all the
restrictions imposed by law on such corporations.

3. Any railroad corporation of this State, or deriving its franchises
therefrom, owning or authorized to purchase, lease, or to construct,
maintain, and operate a railroad, or branch thereof, to or near the
boundary line of this State, may extend its line, or any branch thereof,
into or through any State, with the assent of such State, and such ex-
tension may pass out of this State into any other State and back
again into this State, as often as may be necessary, and the rights,
powers, and privileges of, and restrictions on, any corporation over said
extension in connection with such road, and in controlling the property
and applying the money and assets thereof, shall be the same as if the
road were built wholly within this State.

4, Until such amount of stock as the incorporators may determine,
not less than the minimum required by the articles of association, shall
have been subscribed, and such terms in respect thereto as they, in the
contract of subscription may impose, shall have been complied with,
and the subscribers shall have met and organized, the incorporators in
said articles named shall have full direction of the affairs and of the
organization of the corporation, and may take such steps as they may
eem proper, not inconsistent with this act, to obtain the necessary
ubseriptions to the stock; may determine the form and terms of the
tock subscription agreement; what notice, if any, shall be given of
he opening of the subscription books; and what notice, and the
nethod of serving the same, shall be given of the initial or organiza-
ion meeting of the subscribers to the capital stock; and generally all
uch steps as may be necessary or convenient for the purpose of per-
ecting the organization of the corporation.

5. Amendments or alterations of the original articles of association
nav be made as follows:

(a) At any time before the amount of capital stock fixed by the in-
sorporators, as above mentioned, shall have been subscribed, such
amendments or alterations may be made by supplemental articles,
made, signed, and acknowledge d by the incorporators, and endorsed,
issued, and recorded in the same manncr, in every respect as is pro-
vided in reference to the original articles of association, but in that
event all subscriptions theretofore made to the capital stock shall be void.

(U4) At any time after the amount of capital stock fixed as aforesaid,
by the incorporators, shall have been subscribed, and prior to the or-
ganization of the subscribers, such amendments or alterations when
authorized by the signature of all the subscribers, may be made on the
application of a majority of the incorporators proceeding in the same
manner as above provided in subsection (@) of this section.

(c) At any time after organization any corporation organized under
this chapter upon articles of association, may make any amendment,
alteration or extension of its charter that it may desire, In manner
following: The board of directors shall pass a resolution declaring that
such amendment, alteration or extension is advisable, and calling a
meeting of the stockholders to take action thereon. The meeting shall
be held upon notice by publication at least six times a week, for two
successive weeks prior to such meeting, in some newspaper published in
or near the place where its principal office is located, or upon ten days’
notice given personally or by mailing the same to all of the stock-
holders then of record; if two-thirds in interest of each class of the
stockholders having voting powers, present or represented, and vot-
ing, shall vote in favor of suh amendment, alteration, or extension, a
certificate thereof shall be made by the president, or by one of the
vice-presidents, under the scal of the corporation, attested by its sec-
retary, and acknowledged by them before an officer authorized by the
laws of this State to take acknowledgments of deeds; and such certi-
ficate, together with the receipt for the payment of any fee to the
State that may be imposed thereon by law, shall be presented to the
State Corporation Commission, which shall ascertain and declare
whether the applicants, by complying with the requirements of the law,
have entitled themselves to the amendment, alteration or extension ap-
plied for, and shall issue or refuse the same accordingly. If the same
is issued, the certificate, with the order thereon of the commission, shall
be forthwith certified to the secretary of the Commonwealth, as re-
quired by law, for recordation in the same manner as provided as to
original articles of association, and in like manner to be returned and
lodged in the office of the clerk of the said commission. As soon as
the said certificate is lodged with the secretary of the Commonwealth,
the original articles of association shall be deemed to be amended ac-
cordingly: provided, however, that such certificate of amendment, al-
teration or extension shall contain only such provisions as would be
allowable or proper to be contained in the original articles of associa-
tion if made at the time of making such amendment, alteration or ex-
tension.

6. The charter of any railroad corporation existing at the time of
the passage ‘of this act, or thereafter organized under any charter here-
tofore granted by the general assembly, may be altered or amended as
hereinafter provided, so as to obtain, as a part of its charter, any privi-
leges, power or authority, not inconsistent with this act, and the gen-
eral incorporation laws of this State which might be obtained and en-
joyed by any railroad corporation organized hereunder, and the char-
ter of any such corporation may also be extended as hereinafter set
forth: provided, that any such corporation which shall hereafter ac-
cept or effect any amendment or extension of its charter hereunder,
shall be conclusively presumed to have thereby surrendered every ex-
emption from taxation and every non-repealable feature of its char-
ter and of the amendments thereof; and also, all exclusive rights or
privileges. theretofore granted to it by the general assembly and not
enjoyed by other corporations of a similar general character, and to
have thereby agreed to thereafter hold its charter and franchises and
all amendments thereof, under the provisions and subject to all the
requirements, terms, and conditions of the Constitution of Virginia,
and of any laws passed in pursuance thereof, so far as the same may
be applicable to such corporation. Such alterations, amendments or
extensions, when authorized by a vote of a majority of the stock-
holders, which two-thirds shall amount to at least a majority of the
capital stock of the corporation, present or represented, and voting at
a meeting, may be applied for by a writing signed in the name of the
corporation by its president, or by one of its vice-presidents, under its
corporate seal, attested by its secretary, and acknowledged by the offi-
cers signing the same before any person authorized by the laws of this
State to take acknowledgments of deeds, and when so signed and ac-
knowledged the said writing, together with the receipt for the pay-
ment of. any fee to the State that may be imposed thereon by law,
may be presented to the State Corporation Commission, which shall
ascertain whether the applicants have, by complying with the require-
ments of the law, entitled themselves to the amendment or extension
applied for, and ‘shall issue or refuse the same accordingly. If the
same be issued, the said appheation, with the order thereon of the
State Corporation Commission, shall forthwith be certified, as required
by law, to the secretary of the Commonwealth for recordation, as is
required with reference to original articles of association under this
chapter, and to be in ike manner returned and lodged in the office of
the clerk of the said commission. And when the said writing, with
the endorsements and the order of the State Corporation Commission
thereon, shall be lodged in the office of the secretary of the Common-
wealth, such amendment or extension shall, to all intents and pur-
poses, immediately become a part of the corporation’s charter, and
be effective from and after that time, unless a different time be fixed
in the said amendment or extension for the commencement thereof,
in which latter event such amendment or extension shall begin at the
time so fixed. A copy of such application and order, duly certified
by the secretary of the Commonwealth under the seal of the State,
shall be evidence in any court of this State of the facts therein stated,
and of the amendment or extension of said charter.

7. Any railroad corporation incorporated, or whose charter is amended
under this act, may, when authorized by a resolution of its board of
directors, construct, maintain, and operate any number of branches,
or make an extension beyond any of its termini, each such branch or
extension not to exceed twenty miles in length; and when authorized
by resolution of its stockholders may make such branches or exten-
sions, each not to exceed fifty miles in length.

8. The board of directors may, from time to time, increase the capi-
tal stock of the corporation up to the maximum limit fixed by the
said articles of association or any amendment thereof, and may dis-
pose of such supplemental issue at such prices, for such considerations,
and on such terms and conditions as they may deem for the best in-
terests of the corporation, but no such stock shall be issued until
after full compliance with the provisions of section one hundred and
sixty-seven of the Constitution, so far as applicable thereto.

9. Whenever the maximum amount of capital stock permitted by
the charter of any railroad corporation formed under this act, or of
any railroad corporation already chartered in this State, is found to
be insufficient for constructing and operating its road, or for any other
purpose of said corporation, such corporation may increase its ‘capital
stock from time to time to any amount required for such purposes,
by the unanimous vote of all the stockholders of the company at a
meeting, or as follows: Such increase must be sanctioned by a vote
in person or by proxy of two-thirds in amount of all the stockholders
of the corporation, present or represented, and voting at a mecting of
the stockholders, which two-thirds shall amount to at least a majority
of the eapital stock of the corporation, called by the board of direc-
tors of the corporation for that purpose, of which meeting notice, by
publication at least six times a week, for two successive weeks prior to
such meeting, in some newspaper published in or near the place where
its principal office is located, or notice in writing must be given to
each stockholder of record by serving the same on him personally or
by mailing it to him addressed to the postoihce nearest his place of
residence as it appears on the stock books of the corporation, at lcast
ten days prior to such meeting, and in such notice must be stated the
time and place of the mecting, its object, and the amount to which it
is proposed to increase the capital stock. If at such meeting two-
thirds in amount of all the stockholders present, or represented, and
voting, shall vote in favor of increasing the capital stock to an amoun
not exceeding the amount mentioned in such notice, a copy of the pro
ceedings of such meeting, so far as they relate to this subject, en.
tered on the records of the corporation, may be certified by the presi.
dent, or by one of the vice-presidents, under the seal of the corpora.
tion, attested by the secretary, and acknowledged by them before ar
officer authorized by the laws of this State to take acknowledgments
of deeds. A copy thus certified, together with the receipt for any fee
to the State which may be imposed by law, may be presented to the
State Corporation Commission, which shall ascertain and declare
whether the applicants have, by complying with the requirements of
the law, entitled themselves to make such increase of the capital stock,
and accordingly shall issue or refuse a certificate permitting such in-
crease. Said certificate shall be certified, as required by law, to the
secretary of the Commonwealth, and recorded in his office as provided
with reference to original articles of association, and returned and
lodged: in the office of the clerk of the said commission, and when so
recorded in the office of the secretary 6f the Commonwealth the in-
crease of the capital stock shall become effective, and from time to
time the board of directors may proceed to dispose of the capital
stock, as so increased, upon such terms and conditions, and for such
considerations as they may deem for the best interests of the corpora-
tion; subject, however, to the provisions of section one hundred and
sixty-seven of the Constitution of this State, so far as applicable.

10. Whenever the capital stock of any railroad corporation of this
State, whether organized under this act or not, shall be found to be
more than sufficient for its purposes, it may, with the concurrence of
two-thirds in amount of all its stockholders, given as hereinafter pro-
vided, decrease its capital stock from time to time to any amount, not
less than the minimum fixed in its charter, or some amendment thereof.
Such decrease must be sanctioned by a vote, in person or by proxy, of
two-thirds in amount of all the stockholders of the corporation, at a
meeting of such stockholders called by the board of directors for that
purpose, of which meeting notice, by publication at least six times a
week, for two successive weeks prior to such mecting, in some news-
paper published in or near the place where its principal office is lo-
cated, or notice in writing must be given to each stockholder of record,
by serving the same on him personally or by mailing it to him ad-
dressed to the postoffice nearest his place of residence, as it appears
upon the stock books of the corporation, at least ten days prior to such
meeting, and in such notice must be stated the time and place of the mect-
ing, its object, and the amount to which it is proposed to decrease the
capital stock. If at such meeting two-thirds in amount of all the stock-
holders vote in favor of decreasing the capital stock to an amount not less
than the amount mentioned in such notice, which shall not be less than
the minimum amount of authorized capital of the corporation, a copy of
the proceedings, so far as they relate to this subject, entered upon the re-
cords of the corporation, may be certified by the president, or by one of
the vice-presidents, under the seal of the corporation, attested by its secre-
lary, and acknowledged by them before an officer authorized by the laws
of this State to take acknowledgments of deeds. A copy thus certified
may be presented to the State Corporation Commission, which shall as-
certain whether the applicants have, by complying with the requirements
of the law, entitled themselves to make such decrease of the capital stock,
and accordingly shall issue or refuse a certificate permitting the same,
which certificate shall be certified as required by law to the secretary of
the Commonwealth, to be recorded as required in reference to original
articles of association under this chapter, and by him returned to the said
commission, to be lodged and preserved in the office of its clerk. And
when so recorded in the office of the Secretary of the Commonwealth the
power of the said corporation to make such decrease, subject to the pro-
visions of section one hundred and sixty-seven of the Constitution, so far
as applicable thereto, shall be complete.

The capital stock may thereupon be decreased in the manner follow-
ing, that is to say:

By retiring or reducing any class of stock, or by surrender by every
stockholder of his shares and the issue to him, in lieu thereof, of a de-
creased number of shares, or by the purchase, at the fair market value,
not exceeding par, of certain shares for retirement, or by retiring shares
owned by the corporation, or by reducing the par value of shares; and
when any corporation shall decrease the amount of its capital stock, as
hereinbefore provided, the certificate decreasing the same shall be pub-
lished for three weeks successively, at least once a week, in a newspaper
published in the county or city in which the principal office of the corpo-
ration is located, and if no newspaper is published therein, then in a
newspaper published in a county or city convenient thereto, the first pub-
lication to be made within fifteen days after the filing of such certificate.

11. If any railroad corporation organized under this act shall not,
within two years after its articles of association shall have been filed and
recorded, as required by this act, commence the construction of its road,
and expend or cause to be expended thereon an amount equal to ten per
centum of the amount of its subscribed capital stock within three years
after the date of its organization, or shall not have finished its road and
put it in operation within five years from the date of beginning such work,
its’ corporate existence and powers shall cease; except, that if any such
corporation shall have, within the time limited by this section, con-
structed a portion of its road and put the same, or some part thereof 80
completed, into actual operation, its corporate powers and rights under
this act shall be preserved as to all the said road so completed and in
operation. |

12. No railroad company chartered under this act or whose charters
may be amended under this act shall have power to build any railroad
parallel to the line of the Richmond, Fredericksburg and Potomac rail-
road.

CHAPTER III.

1. By executing, filing and recording articles of association as herein-
after set forth, in lieu of the certificate of incorporation heretofore, in
chapter one of this act, authorized, any number of persons, not less tham
five, may, under the provisions and subject to the requirements of this
act, associate to establish a corporation to purchase, lease, or construct,
maintain and operate telegraph or telephone lines, or -both, a canal, a
turnpike, or any other works, except a railroad, intended to be used for
public service, in which articles of association shall be stated:

(a) The name of the corporation.

(6) The nature or character of the works to be purchased, leased, or
constructed, maintained and operated, and whether local to any city or
county; and if so local, the name of the city or county in which the same
is constructed, or to be constructed, maintained and operated.

(c) If a telegraph or telephone line, canal, turnpike, or other works,
constructed, or proposed to be constructed, through or into two or more
cities or countics, then the principal terminal places to and from which
it is proposed that the same be purchased, leased, or constructed, main-
tained and opcrated.

(d) Whether local or not, the estimated length of the proposed tele-
graph or telephone line, canal, or turnpike, and if any other works in-
tended to be used for public service, the estimated extent of such works
and the length of any line of construction or improvement connected, or
to be connected therewith; and if any of the same are constructed, or in-
tended to be constructed, through or into two or more cities or counties,
then the name of each city or county through or into which the same is
constructed, or intended to be constructed.

(ec) If a bridge, viaduct, aqueduct or tunnel corporation, the approxi-
mate location of its work of improvement, its estimated length and
width, and the general character of the materials proposed to be used in
construction.

(f) The period, if any, limited for the duration of the corporation.

(g) The maximum and minimum amount of the capital stock of the
corporation, and its division into shares.

(h) The names and places of residence of the directors who shall man-
age the affairs of the corporation for the first year, unless others are
sooner chosen by the stockholders to act in their places. The number of
directors shall not be less than five. .

(«) The place in this State in which its principal office will be located.

(7) The articles of association may also contain any provisions which
the incorporators may choose to insert for the regulation of the business
and the conduct of the affairs of the corporation, and any provision as to
the plan of financial organization, or relating to the internal regulation
or government of the corporation, its directors, stockholders, or any class
or classes thereof: provided, such provisions are not contrary to the pro-
visions of this act.

2. The articles of association shall be signed in person by not less than
five incorporators, and shall be acknowledged by the persons so signing
before an officer authorized by the laws of this State to take acknowledg-
ments of deeds; and the said articles, together with the receipt showing
the payment of the fee, if any, required by law to be paid to the State
upon the charter, may be presented to the State Corporation Commis-
sion, which shall ascertain and declare whether the applicants have, by
complying with the requirements of the law entitled themselves to the
charter, and shall issue or refuse the same accordingly. When the said
charter shall have been so issued, the said articles of association, with all
encorsements thereon and the order of the State Corporation Commis-
sion, shall be certified to the secretary of the Commonwealth as required
by law, and by the last named officer recorded in the charter records of
nis office, who shall thereupon endorse thereon the fact of such recorda-
tion and return the same to the State Corporation Commission, to be
lodged and preserved in the office of its clerk. As soon as the said ar-
ticles of association are lodged with the Secretary of the Commonwealth
to be recorded, the persons who signed and acknowledged the same, and
their successors and such other persons as may be associated with them,
according to the provisions of law, or of their charter, shall be a body
politic and corporate by the name set forth in the said articles of asso-
ciation, with the powers and upon the terms set forth therein, so far as
not in conflict with this act: and in addition, shall have all the gencral
powers and be subject to all the general restrictions conferred and im-
posed on corporations by chapter five of this act, and the laws of this
State relating to corporations, so far as applicable thereto, and shall also
have power:

(a) To cause to be made such examinations and surveys for its pro-
posed line or location of its works as may be necessary to the selection of
the most advantageous locations, route, or routes, or for the improvement
or straightening of its line. or works, or change of location or con-
struction, or providing additional facilitics, and for such purposes, by its
officers and servants, to enter upon the lands or waters of any person, but
subject to responsibility for all damages that may be done thereto.

(6) To take and hold such voluntary grants of real estate, and other
property, as shall be made to it to aid in the construction, maintenance
and accommodation of its works, terminals and appurtenances.

(c) To purchase, lease, or otherwise acquire, hold and use all such
such real estate or other property as may be necessary for the construc-
tion and maintenance of its line, or works, its terminals and other ac-
commodations necessary to accomplish the objects of its incorporation.

(d) To lay out its line, or works, as in its said articles of association,
and in this act provided, and to construct the same.

(e) To consolidate or merge its works, property and franchises with
that of any other corporation incorporated for like purposes, in or out of
this State, or in this State and another State, as provided in chapter five
of this act; and to purchase or lease the works, property and franchises,
or any part thereof, of any other such corporation, and to sell or lease its
property, works and franchises, or any part thereof, to any other such
corporation chartered and organized under the laws of this State.

(f) In the event the said corporation cannot, because of the incapacity
of the owner, or inability to agree upon the price or terms, or because the
owner cannot with reasonable diligence be found, or is unknown, agree
on the terms of purchase with those entitled to any land, sand, earth,
gravel, water, or other material necessary to be taken and used in the con-
struction, maintenance, operation, improvement, or straightening of the
line, or works, or change of location of the line, or works, of any such
corporation, or in constructing or providing additional facilities, or for
other necessary purposes, may proceed for the condemnation thereof, in
the manner and subject to the limitations provided by the general stat-
utes of this State relative to the condemnation of lands; provided, how-
ever, any such canal or turnpike corporation shall not take, by condemna-
tion proceedings, a strip of land for its right of way wider than one hun-
dred feet, except at places where more land is required for slopes, cuts,
tunnels, embankments, terminals, or for the improvement or straighten-
ing of its line, or for other necessary purposes, or change of location:
and provided, further, no corporation chartered under this chapter shall
take, by condemnation proceedings, any more land, or other property,
than is required for its line or works, or the improvement or straighten-
ing of its line, or change of location as aforesaid, or for other necessary
purposes.

(g) To exercise all other powers hereby granted, and all the powers
conferred upon corporations of a like character by the existing laws of
this State, so far as not in conflict with this act, and by all acts hereafter
passed amendatory thereof, or supplemental thereto.

3. Any corporation of this State of the character designated in this
chapter, or deriving its franchises from this State, owning or authorized
to purchase, lease or construct, maintain and operate telegraph or tele-
phone lines, a canal, a turnpike, or any other work intended to be used for
public service, or branch thereof to or near the boundary line of this
State, may extend its line of improvement, or any branch thereof, into
or through any State, with the assent of such State, and such extension
may pass out of this State and into any other State and back again into
this State as often as may be necessary, and the rights, powers, and privi-
leges of any corporation over said extension, in connection with such line
of improvements, and in controlling the property and applying the money
and assets thereof, shall be the same as if the works were ‘built wholly
within this State. :

4, Until such amount of stock as the incorporators may determine, not
less than the minimum required by the articles of association, shall have
been subscribed, and such terms in respect thereto as they, in the contract
of subscription may impose, shall have been complied with, and the sub-
scribers shall have met and organized, the incorporators in the said ar-
ticles named shall have full direction of the affairs and of the organiza-
tion of the corporation, and may take such steps as they may deem
proper, not inconsistent with this act, to obtain the necessary subscriptions
to the stock; may determine the form and terms of the stock subscrip-
tion agreement; what notice, if any, shall be given of the opening of the
subscription books, and what notice and the method of serving the same
shall be given of the initial or organization meeting of the subscribers to
the capital stock, and generally all such steps as may be necessary or con-
venient for the purpose of perfecting the organization of the corporation.

5. Amendments or alterations of the original articles of association
may be made as follows:
(a) At any time before the amount of capital fixed by the incorpora-
tors, as above mentioned, shall have been subseribed, such amendments
or alterations may be made by supplemental articles, made, signed and
acknowledged by the incorporators, and endorsed, Issucd, and recorded in
the same manner, In every respect, as is provided in reference to the

orginal articles of association, but in that event all subse riptions there-
tufore made to the capital stock shall be void.

(L) At any time after the amount of capital stock fixed as aforesaid
cv the incorporators. shall have been subscribed. and prior to the organi-
zation of the subscribers, such amendments or alterations when author-
zed by the signature of all the subscribers, may be made on the applica-
von of a majority of the incorporators procecding in the same manner as
above provided in subsection (a) of this section.

(c) At any time after organization any corporation organized under
this chapter, upon articles of association, may make anv amendment, al-
‘eration or extension of its charter that Jt may desire, m manner follow-
mg: "The board of directors shall pass a resolution declaring that such
ainendment, alteration or extension is advisable, and calling a mecting of
the stockholders to take action thereon. The meeting shall be held upon
notice by publication, at least six times a week, for two successive weeks,
prior to such mecting. in some newspaper, published in or near the place
where its principal office is located, or upon ten days’ notice given per-
sonally or by mailing the same to all of the stockholders then of record.
If two-thirds in interest of each class of the stockholders, which two-
thirds shall amount to at least a majority of the capital stock of the cor-
poration, having voting powers, present or represented, and voting, shall
vote in favor of such amendment, alteration or extension, a certificate
thereof shall be made by the president, or by one of the vice-presidents,
under the seal of the corporation, attested by its secretary, and acknowl
edged by them before an officer authorized by the laws of this State to
take acknowledgments of deeds; and such certificate, together with the re-
ceipt for the parment of any fee to the State that mav be imposed there-
on by law, shall be presente ‘d to the State Corporation Commission, which
shall ascertain and declare whether the applicants, by complying with
the requirements of the law, have entitled themselves to the amendment,
alteration or extension applied for, and shall issue or refuse the same ac-
cordingly. If the same is issued, the certificate, with the order thereon
of the commission, shall be forthwith certified to the secretary of the Com-
monwealth, as required by law, for recordation in the same manner as
provided as to the original articles of association, and in like manner to
be returned and lodged in the office of the clerk of the said commission.
As soon as the said certificate is lodged with the secretary of the Com-
monwealth the original articles of association shall be deemed to be
amended accordingly : provided, however, that such certificate of amend-
ment. alteration or extension shall contain only such provisions as would
he allowable or proper to be contained in the original articles of associa-
tion if made at the time of making such amendment, alteration or eX-
tension,

The charter of any corporation of the character in this chapter re-
ferred to, existing at the time of the passage of this act, or thereafter or-
ganized under anv charter heretofore granted by the general assembly,
or by any court of this State, may be amended as hereinafter provided, so
as to obtain, as a part of its charter any privilege, power or authority not
inconsistent with this act, and the general incorporation laws of this
State which might be obtained and enjoved by any corporation of the
character in this chapter referred to, organized hereunder, the charter of
any such corporation may also be extended as hereinafter set forth: pro-
vided, that any such corporation which shall hereafter accept or effect anv
amendment or extension of its charter hereunder shall be conclusively
presumed to have thereby surrendered every exemption from taxation
and every non-repealable feature of its charter and of the amendments
thereof; and also, all exclusive rights or privileges heretofore granted
to it by the general assembly and not enjoyed by other corporations of a
similar general character, and to have thereby agreed to thereafter hold
its charter and franchise, and all amendments thereof, under the provi-
sions and subject to all the requirements, termsand conditions of.the Con-
stitution of Virginia, and of any laws passed in pursuance thereof, so far
as the same may be applicable to such corporation. Such alterations,
amendments or extensions when authorized by a vote of a majority of the
stockholders, present or represented and voting at a meeting, may be ap-
plied for by a writing signed in the name of the corporation by its presi-
dent, or by one of its vice-presidents, under its corporate seal, attested
by its secretary, and acknowledged by the officers signing the same be-
fore any person authorized by the laws of this State to take acknowledg-
ments of deeds, and when so signed and acknowledged the said writing,
together with the receipt for the payment of any fee to the State that
may be imposed thereon by law, may be presented to the State Corpora-
tion Commission, which shall ascertain whether the applicants have, by
complying with the requirements of the law, entitled themselves to the
amendment or extension applied for, and shall issue or refuse the same
accordingly. If the same be issued, the said application, with the order
thereon of the State Corporation Commission, shall forthwith be certi-
fied, as required by law, to the secretary of the Commonwealth for re-
cordation, as is required with reference to original articles of association
under this chapter, and to be in like manner returned and lodged in the
office of the clerk of the said commission. And when the said writing,
with the endorsements and the order of the State Corporation Commis-
sion thereon, shall be lodged in the office of the secretary of the Common-
wealth, such amendment or extension shall, to all intents and purposes,
immediately become a part of the corporation’s charter, and be effective
from and after that time, unless a different time be fixed in the said
amendment or extension for the commencement thereof, in which latter
event such amendment or extension shall begin at the time so fixed. A
copy of such application and order, duly certified by the secretary of the
Commonwealth under the seal of the State, shall be evidence in any court
of this State of the facts therein stated, and of the amendment or ex-

tension of said charter.
Any canal or turnpike corporation incorporated under this act may,
when authorized by a resolution of its board of directors, construct, main-
tain and operate any number of branches of its line of improvement, and
may make an extension beyond either or any of its termini, each such
branch or extension not to exceed twenty miles in length.

8. The board of directors may from time to time increase the issue of
capital stock of the corporation up to the maximum limit fixed by the
said articles of association or any amendment thereof, and may dispose
of such supplemental issue at such prices, for such consideration, and on
such terms and conditions as they may deem for the best interests of the
corporation, but no such stock shall be issued until after full compliance
with the provisions of section one hundred and sixty-seven of the Con-
stitution, so far as applicable thereto.

Whenever the maximum amount of capital stock permitted by the
charter of any corporation formed under this chapter, or any corporation
of a like character already chartered in this State, is found to be insuffi-
cient for constructing and operating its line of improvement or works, or
for anv other purpose of said corporation, such corporation may increase
its capital stock from time to time to any amount required for such pur-
pose, as follows: Such increase must be sanctioned by a vote in person or
by proxy of two-thirds in amount of all the stockholders, which two-
thirds shall amount to at least a majority of the capital stock of the cor-
poration present or represented and voting at a meeting of the stock-
holders, called by the board of directors of ‘the corporation for that pur-
pose, of which meeting notice by publication, at least six times a week,
for two successive weeks, prior to such meeting, in some newspaper pub-
lished in or near the place where its principal office 1s located, or notice
in writing must be given to each stockholder of record by serving the

same on him personally or by mailing to him addressed to the postoffice
nearest his place of residence, as it appears on the stock books of the cor-
poration, at least ten days prior to such meeting, and in such notice
must be stated the time and place of the meeting, its object, and the
amount to which it is proposed to increase the capital stock. If at such
meeting two-thirds in amount of all the stockholders present or repre-
sented and voting, which two-thirds shall amount to at least a majority
of the capital stock of the corporation, shall vote in favor of increasing
the eapital stock to an amount not exceeding the amount mentioned in
such notice, a copy of the proceedings of such meeting, so far as they re-
late to this subject, entered on the records of the corporation, may be cer-
tified by the president or by one of the vice-presidents, under the seal of
the corporation, attested by the secretary and acknowledged by them be-
fore an officer authorized by the laws of this State to take acknowledg-
ments of deeds. A copy thus certified, together with the receipt for any
fee to the State which may be imposed by law, may be presented to the
State Corporation Commission, which shall ascertain and declare whether
the applicants have, by complying with the requirements of the law, en-
titled themselves to make such increase of the capital stock, and accord-
ingly shall issue or refuse a certificate permitting such increase. Said
certificate shall be certified as required by law to the secretary of the
Commonwealth and recorded in his office as provided with reference to
original articles of association, and returned and lodged in the office of
the clerk of the commission; and when so recorded in the office of the
secretary of the Commonwealth, the increase of the capital stock shal]
become effective, and from time ‘to time the board of directors may pro-
ceed to dispose of the capital stock as so increased upon such terms and
conditions, and for such considerations as they may deem for the best in-
terests of the corporation; subject, however, to the provisions of section
one hundred and sixty-seven of the Constitution of this State, so far as
applicable.

10. Whenever the capital stock of any corporation of the class designa-
ted in this chapter, whether organized undcr this act or not, shall be
found to be more than sufficient for its purposes, it may, with the con-
currence of two-thirds in amount of all of its stockholders, given as here-
inafter provided, decrease its capital stock from time to time to any
amount, not Icss than the minimum fixed in its charter, or some amend-
ment thereof. Such decrease must be sanctioned by a vote, in person cr
by proxy, of two-thirds in amount of the stockholders of the corporation
at a meeting of such stockholders called by the board of directors for that
purpose, of Which meeting notice by publication, at least six times a weck,
for two successive weeks prior to such meeting, in some newspaper pub-
lished in or near the place where its principal office is located, or notice
in writing must be given to each stockholder of record, by serving the
same on him personally or by mailing it to him addressed to the post-
office nearest his place of residence, as it appears upon the stock books of
the corporation, at least ten days prior to such meeting, and in such no-
tice must be stated the time and place of the meeting, its object, and the
amount to which it is proposed to decrease the capital stock. If at such
meeting two-thirds in amount of all the stockholders vote in favor of de-
creasing the capital stock to an amount not less than the amount men-
tioned in such notice, which shall not be less than the minimum amount
of authorized capital of the corporation, a copy of the proceedings, so far
as they rclate to this subject, entered upon the records of the corporation,
may be certified by the president or by one of the vice-presidents, under
the seal of the corporation, attested by its secretary and acknowledged by
them before an officer authorized by the laws of this State to take ac-
knowledgments of deeds. A copy thus certified may be presented to the
State Corporation Commission, which shall ascertain whether the appli-
cants have, by complying with the requirements of the law, entitled them-
selves to make such decrease of the capital stock, and accordingly shall is-
sue or refuse a certificate permitting the same, which certificate shall be
certified as required by law to the secretary of the Commonwealth, to be
recorded as required in reference to original articles of association under
this chapter, and by him returned to the said commission, to be lodged
and preserved in the office of its clerk. © And when so recorded in the of-
fice of the seerctary of the Commonwealth, the power of the said corpora-
tion to make such decrease, subject to the provisions of section one hun-
dred and sixty-seven of the Constitution, so fas as applicable thereto,
shall he complcte.

The eapital stock may thereupon be decreased In the manner following,
that is to sav:
By retiring or reducing any class of stock, or by the surrender by every
stockholder of his shares, and the issue to him. in lieu thereof, of a de
creased number of shares, or by the purchase at the fair market value, not
exceeding par, of certain shares for retirement, or by retiring shares
owned by the corporation, or by reducing the par value of shares, and
ween any corporation shall decrease the amount of its capital stock, as
hereinbefore provided, the certificate decreas sing the same shall be pub-
hshed for three weeks successive ly, at least once a week, in a newspaper
published in the county or city in which the principal oflice of the cor-
poration is located, and if no newspaper is published therein, then in a
newspaper published in a county or city convement thereto, the first pub-
lication to be made within fifteen days after the filing of such certificate.

11. If any corporation organized under this act shall not, within two
vears after its articles of association have been filed and recorded, as re-
quired by this act, commence the construction of its line of improvement,
or works, and expend or cause to be expended thereon an amount equal to
wn per centum of the amount of its subscribed capital stock, within three
vears after the date of its organization; or shall not have finished its line
of Improvement or works and put the same in operation, within five years
from the date of beginning such work, its corporate existence and powers
siiall cease; except that if any such corporation shall have, within the
time limited by this section, constructed a portion of its line of improve-
ment. or works, and put the same or some part thereof so completed into
actual operation, its corporate powers and rights under this act shall be
preserved as to all of the said line of improvement or works so completed
and in operation.

CHAPTER IV.

1. By exceuting. filing and recording a certificate as hereinafter, in see-
tions two and three of this chapter, set forth, any number of persons, not
less than three, may, under the provisions and subject to the requirements
of this act, associate to Incorporate a college, an alumni association, a
literary socicty, a cemetery company, or association, a fraternal benefit
association, a fraternal association, society, order or lodge, a society for
the prevention of cruelty to children, a society for the prevention of
cruelty to animals, a charitable or bene volent association, or social, hunt
ing. fishing club, or any society, association, or organization of a like or
similar nature, in which no capital stock is required, or to be issued: pro-

vided, however, the provisions of this section shall not be construed to au-
thorize the incorporation of any church or religious denomination.

2. Such certificate of incorporation shall set forth:

(a) The name of the corporation, which name shall be such as to dis-
tinguish it from any other corporation chartered for similar purposes.

(b) The name of the county, city or town wherein its principal office
in this State is to he located.

(c) The purposes for which it is formed.

(d) The number of trustees, directors or managers who are to man-
age the affairs of the same.
(ce) The names of the trustees, directors or managers who are to man-
ige its affairs for the first year of its existence.

(f) The period, if any, limited for the duration of the corporation.

(7) The amount of real estate to which its holdings at any time are to
be limited.

(i) The certificate of incorporation may also contain any provisions
which the incorporators may choose to insert for the regulation of its
business and for the conduct of the affairs of the corporation; and anv
provisions creating, defining, limiting, or regulating the powers of the
corporation, its trustees, directors, managers, or members: provided, such
provisions be not inconsistent with this act.

3. Such certificate shall be signed by at least three persons; shall be
acknowledged by them before an officer authorized by the laws of this
State to take acknowledgments of deeds; and shall be presented in term
time or in vacation to the judge of the circuit court of the county, or of
the circuit, corporation or chancery court of the corporation wherein the
principal office of the corporation is to be located. Such judge shall
thereupon ascertain and certify thereon whether the persons signing and
acknowledging the said certificate are of good moral character, and suit-
able and proper persons to be incorporated for the purposes set forth in
the said certificate; and shall further certify whether in his opinion such
certificate is signed and acknowledged in accordance with the require-
ments of this act, and if not, in what respects it is faulty. As soon as
the certificate is so endorsed by the judge and the fee, if any, required by
law to be paid to the State upon the charter shall have been duly paid, it,
together with the receipt for such payment, may be presented to the State
Corporation Commission, which shall ascertain and declare whether the
applicants have, by complying with the requirements of the law, entitled
themselves to a charter, and shall issue or refuse the same accordingly.
When so issued, the certificate with all endorsements, together with the
order of the State Corporation Commission, shall be certified by the said
commission, as required by law, to the secretary of the Commonwealth,
and by the last-named officer recorded in the charter records of his office,
who shall thereupon certify the same to the clerk of the circuit court of
the county, or the corporation court of the city wherein the principal of-
fice of such corporation is to be located, or to the clerk of the chancery
court of the city of Richmond, when such principal office is to be located
in said city, who shall likewise record the same in a book to be provided
and kept for the purpose in his office; and when so recorded, the fact of
such recordation shal] be endorsed upon the said certificate, and the said
certifi¢ate, with all endorsements thereon, shall be returned by the said
clerk to the State Corporation Commission and lodged and preserved in
the office of its clerk. As soon as the charter shall have been lodged for
recordation in the office of the secretary of the Commonwealth, the per-
sons who signed and acknowledged said certificate and their successors
and such other persons as may be associated with them, according to the
provisions of law, or of their charter, shall be a body politic and corpo-
rate by the name sct forth in the said certificate; and as such shall have
power to sue and be sued, to contract and be contracted with, to plead and
i impleaded in any court of law and equity: to make and use a common
“al, which may be affixed by making an impression directly on the paper,
and to alter or amend the same at pleasure; to appoint such officers, man-
acers and agents and to establish such branches and auniliaries as the
business and. purposes of the corporation may require: to make by-laws,
rules and regulations not inconsistent with the laws of this State or of
the United States for the government of the corporation and its members,
and for the management of its property and the regulation of its affairs ;
to take and to hold, by gift, purchase, grant, devise or bequest, any prop-
erty—real, personal or mixed—and the same to dis spose of at pleasure:
provided, however, that no such corporation shall, in its corporate eapac-
itv, hold real estate the vearly income derived from which shall exceed
the sum of fifty thousand dollars. In addition, such corporation shall
tkercise any Corporate powers necessary to the purposcs above enumerated
and given, and shall have all the general powers and be subject. to all the
gneTal restrictions and Nabilities conferred and imposed by this act, and
by the general laws of this State, applicable thereto, not in conflict with
uu act.

The charter of anv corporation incorporated under the provisions of
thie chapter, and the charter of any corporation organized at the time of
the passage of this act, or thereafter organized under r any charter hereto-
fore granted by any court, or by the general assembly, and authorized to
do any act, to conduct any business, or to carry on any object or purpose,
permitted under section one of this chapter, may change its name, change
the location of its principal office, and make such other amendments,
changes or alterations of its charter as may be desired, in the manner fol-
lowing: The board of trustees, directors, or managers shall pass a reso-
lution. declaring that such amendment, change or alteration is advisable,
and calling a meeting of the members of the ¢ corporation to take action
thereon, the meeting to held upon notice by publication, at least six times
a week, for two successive weeks prior to such meeting, in some news-
paper published in or near the place where its principal office is located,
or upon ten days’ notice, given in person or by mailing it to all the mem-
bers having voting powers then of record ; if a majority of the members
of the said corporation having voting powers shall vote in favor of such
amendment, change or alteration, a ‘certificate thereof shall be made by
the president, or one of the vice-presidents, under the seal of the corpora-
tion, attested by the secretary, and acknowledged by them before an offi-
cer authorized by the laws of this State to take acknowledgments of deeds
and such certificate, and if the amendment or alteration be one in respect
to which the payment of a fee to the State is imposed by law, a receipt for
such payment shall be presentcd to the State Corporation Commission,
which shall ascertain and declare whether the said applicant, by complv-
ing with the requirements of the law, is entitled to the amendment or al-
teration set forth in said certificate. and shall issue or refuse the same ac-
cordingly. If the same is issued the said certificate, with the endorse
ments thereon, together with the order thereon of the commission, shal]
be forthwith certified as required by law to the secretary of the Common-
wealth, to be recorded by the last-named officer as provided in reference
to original certificates, and shall be certified by him to the clerk of the
circuit court of the county, or the circuit, corporation or chancery court
of the city in which the original certificate of incorporation is recorded 3;
and the clerk of such court shall thereupon record the same in his office
in a book provided and kept for that purpose, and shall endorse the fact
of such recordation upon the said certificate and return the same to the
State Corporation Commission, to be lodged and preserved in the office of
its clerk. As soon as the said ‘certificate is lodged for recordation in the
office of the secretary of the Commonwealth, the original certificate of
incorporation shall be deemed to be amended accordingly : provided,

however, that such certificate of amendment, change or alteration shall
contain only such provisions as it would be law ful and proper to insert In
an original certificate of incorporation made at the time of making such
amendment, change or alteration.

Any corporation chartered under this chapter may sell or exchange,
transfer and convey any of its propertv—real, personal or mixed—to pro-
mote or advance the necessary objects and purposes of such corporation,
or for the purpose of reinvesting in other property, real or personal, to
be devoted to its objects and purposes, and may borrow money and issue
its notes and obligations therefor, and secure the payment of the same by
deed of trust or mortgage, for the whole or any part of the purchase price
of anv real estate purchased by such corporation, or for the purpose of
building or otherwise improving any real estate purchased by such corpo-
ration, or for the purpose of building or otherwise improving any real
estate owned by it. Before any euch corporation shall dispose of or en-
cumber its rcal property, or incur any debt as hereinbefore mentioned,
the same shall be sanctioned by a vote of a majority of the mem-
bers of such corporation having voting power present at a meeting of
the members called by its hoard of trustees, directors or managers for
that purpose, of which meeting notice, hy publication at least six times
a week, for two successive weeks prior to such mecting, In some news-
paper published in or near the place where its principal office is lo-

eated, or notice in writing must be given to each member of the cor-
poration having voting power, by serving the same on him_ person-
ally or by mailing it to him addressed to the postoffice nearest. his
place of residence as it appears on the books of the corporation, at
least ten davs prior to such meeting, and im such notice must be stated
the time and place of the meeting and its object. If at such mecting
a majority of the members having voting power present and voting
shall vote in favor of disposing of such real estate, or any part thereof,
or of creating such indebtedness and securing the payment of the same
by decd of trust or mortgage upon its real cstate, or any part thereof,
then the board of trustees, directors or managers of such corporation
shall he authorized and empowcred to dispose of such real estate, or
to create such indebtedness, and to seeure the payment of the same
by deed of trust or mortgage upon the real estate of such corporation,
or any part thereof, and to execute and deliver, under. the corporate
seal of such corporation, all necessary evidences of debt, deeds, con-
premises: provided, however, that no bonds shall be issued by any
such corporation until after full compliance with the provisions of ar-
ticie one hundred and sixty-seven of the Constitution of this State, so
far as applicable; and in default thereof, any such corporation shall
be subject to all the penalties prescribed in this act against corpora-
tions for issuing bonds without first having complied with the pro-
visions of said article of the Constitution.

6. The power of making and altering by-laws shall be in the mem-
hers of any such corporation having voting power, but any corpora-
tion mav In its certificate of incorporation or by resolution of its mem-
bers having voting power, confer the power to make and alter by-laws
upon the trustees, directors or managers. By-laws made by the trus-
tees. directors or managers under the powers so conferred may be al-
tered or repealed by the members of such corporation having voting
power.

i. Corporations created under this chapter may provide in the cer-
tificate of incorporation or by its by-laws for both active and honorary
members, and may restrict the voting power at the meetings of the
corporation to its active members. Kach member of said corporation
having voting power under its charter or by-laws shall be entitled to
one vote in the mectings of the corporation.

&. Whenever the principal objects and purposes for which any such
corporation was formed has failed, or the management of the corpora-
tion has been abandoned by its trustees, directors, or managers, it shall
be lawful for the circuit court of the county, or the circuit or other court
having jurisdiction in the city wherein the principal office of such cor-
poration 1s located, sitting in chancery, to wind up and dissolve such
corporation, and to make such disposition of its assets as may be just and
equitable in a suit brought by a creditor or by one-fifth in number of the
active members of such corporation: provided, however, that in the dis-
tribution of the assets of any such corporation the pair shall, after pro-
viding for the pavment of its debts, if anv, 1f there be no organization,
or person or persons equitably entitled to any such surplus, or any part
thereof, direct the payment of such surplus, or any part thereof, to which
there is no equitable claim as aforesaid, to be paid into the literary fund
of this State.

CHAPTER VY.

1. The provisions of this chapter, except in those cases where, by the
express terms of the provisions hereof, it is confined to corporations
created under this act, shall be construed to apply to all corporations of
this State organizcd or to be organized for any lawful purpcse for which
a corporation may be created under this act, but shall not be construed
to enlarge the powers of corporations chartered under chapter four of
this act.

2. Every corporation of this State shall have power:

(a) To have succession for the time stated in its charter, certificate of
incorporation, or articles of association. But when no period is so lim-
ted, it shall be perpetual, subject to the power of repeal reserved by the
Vonstitution to the general assembly.

(0) To sue and be sued in any court of law or equity.

(c) To have a common seal, which it may alter, renew, or amend at
its pleasure.

(d) To contract and be contracted with, to purchase, hold, and grant
such real and personal estate as the purposes of the corporation shall re-
quire, and all other real estate which shall have been bona fide conveyed
or mortgaged to the said corporation, or for its benefit, by way of se-
curity, or in satisfaction of debts, or purchased at sales upon judgment
or decree obtained for such debts, and to mortgage or pledge, or convey
by way of deed of trust, or otherwise encumber any such real or per-
sonal estate as is mentioned in this subsection, together with the fran-
chises of such corporation, in whole or in part. The power to hold real
and personal estate shall include the power to take the same by gift,
devise, or bequest.

(e) To borrow money, to make and issue its bonds, payable to bearer
or otherwise, and with or without interest coupons attached, or drafts
or notes for the same, or for any debts or obligations incurred bv it, or
for any of the purposes of the corporation, and to secure the same bv
mortgage or deed of trust on all of its works, property, and franchises, or
any part thereof.

(f) To appoint such officers and agents as the business of the corpora-
tion shall, in its opinion, require, and to fix their compensation.

(g) To make ordinances, by-laws, and regulations not inconsistent
with the Constitution or laws of the United States or of this State, fix-
ing and altering the number of its directors, the division of the same, if
desired, into classes; their authority and powers; the duration of the
terms of its officers and directors; for the certification and transfer of
its stock: for the calling and holding of meetings of its members; and
generally for the government of all under its authority; for the manage-
ment of its estates, and the due and orderly regulation and conduct of its
affairs.

(i) If authorized so to do in its charter, certificate of incorporation,
or articles of association, or In any amendment thereof, to subscribe to,
purchase, or otherwise acquire, or to guarantee or to become surety in
respect to the stock, bonds, or other securities and obligations of other
companies.

(1) To wind up and dissolve itself, or to be wound up and dissolved
in the manner provided in this act.

(j) To exercise all other powers granted to corporations by or to cor-
porations organized under this act, and all powers conferred upon corpo-
rations by the existing laws of this State so far as not in conflict with
this act, and by all acts hereafter passed amendatory thereof, or supple-
mental thereto.

3. No corporation created under the provisions of this act shall, by any
implication or construction, be deemed to possess the power to issue bills,
notes, or other evidences of debt for circulation as money.

4. No corporation created wnder this act shall create any bonded in-
citedness, or Increase its bonded indebtedness, to be secured by hen on
nv of its property or its franchises, until the creation of such bonded
idebtedness or the increase of such bonded indebtedness be sanctioned by

vote In person or by proxy of a majority in amount of all the stock-

elders having voting power, present or represented, and voting, at a
newton of the. stoc holders called by the board of directors of the cor-
«ration for that purpose, of which meeting notice by publication at least
IX times a week, for two successive wecks prior to such meeting, in some
ewspaper published in or near the place where its principal office is
ocated, or notice in writing must be given to each stockholder of record
v serving the same on him personally, or by mailing to him addressed to
he postoffice nearest his place of residence as it appears on the stock
ioks of the corporation at least ten days prior to such meeting; and in
uch notice must be stated the time and place of the meeting and its
ibject. If at such meeting a majority in amount of all the stockholders
sresent, or represented and voting, shall vote in favor of creating such
yonded indebtedness, or of increasing such bonded indebtedness, bonds of
uch corporation may then be issued te the amount authorized by the
rote of the stockholders, as hereinbefore provided, and the payment
hereof, with the interest to accrue thereon, may be secured in such man-
ner and upon such terms as the stockholders at such meeting may by
resolution prescribe: provided, however, that no such bonds shall be
issued until after full compliance with the provisions of article one hun-
dred and sixty-seven of the Constitution of this State, so far as appli-
cable; and in default thereof any such corporation shall be subject to all
the penalties prescribed in this act against corporations for issuing bonds
or stock without first having complied with the provisions of said article
of the Constitution.

5. Any corporation of this State may conduct its business in this
State, in other States. in the District of Columbia, in the territories and
colonies of the United States, and in foreign countries; may hold meet-
ings of its directors either within or without this State; may have offices
without this State as well as within, and may hold, purchase, mortgage,
and convey real and personal property without as well as within this
State: provided, that its principal office shall be in this State.

6. Any incorporator may assign his interest in and rights in respect
to any charter granted under this act, and he or his assigns may do,
either in person or by proxy, any act or thing which he may be entitled to
do under this act.

Y. The annual meeting of the stockholders shall be held at such place
in this State as mav, from time to time, be fixed by the board of direc-
tors, on such day as may be prescribed in the charter, certificate of incor-
poration in the articles of association, or in some amendment thereof,
or by the by-laws; or if none be so prescribed, on such day as, from time
to time, may be appointed by the stockholders in meeting; or if they
shall not have appointed, then by the board of directors. A meeting
other than the annual meeting mav be held at any time upon the call of
the board of directors, or of stockholders holding together at least one-
tenth of the capital stock.
At any annual or other meeting of stockholders action may be taken
upen any subject which is not by this act required to be stated in the
notice of the meeting, and, in addition thereto, upon any special subject
Which might be acted upon at a special meeting called for the purpose,
When, in the last mentioned case, in the notice of such annual or other
meeting, the purpose to considcr and act on such special subject is stated.

In all cases, unless other notice be provided in the charter, certificate
of incorporation, articles of association, or in some amendment, or by
the stockholders in meeting, or by some provision of this act, notice of
the time and place of such meeting, whether annual or not, shall be
given by publication at least six times a weck for two successive weeks
in a newspaper published in or near the place where the last annual
meeting was held. And in any case where notice is required before a
meeting of the stockholders or of subscribers to the capital stock can be
held for the purpose of organization or for any other purpose, such notice
and the publication or other service thereof may be waived in writing
by, or by the attendance in person or by proxy of, all the stockholders or
subseribers.

8. The power of making and altering by-laws shall be in the stock-
holders; but any corporation may, in the certificate of incorporation, or
in its articles of association, or ivy resolution of its stockholders, confer
that power upon the directors, By-laws made by directors under powers
so conferred may be altered or repealed by the stockholders.

9. Subscriptions to the capital stock of any corporation may be paid
in money, land, or other property, real or personal, leases, options, mines,
minerals, mineral rights, patent rights, rights of way, or other rights or
easements, contracts, labor, or services; and there shall be no individual
or personal hiabilitv on any subscriber bevond the obligation to comply
with such terms as he may have agreed to in his contract of subscription ;
and any corporation may adopt such plan of financial organization and
may dispose of its stock or bonds for the purposes of its incorporation at
such prices. for such consideration, and on such terms and conditions
as it secs fit: provided, however, that before making anv issue of its
stock or bonds it shall file with the State Corporation Commission a state-
ment (verified by oath of the president or seeretary of the corporation,
and in such form as may be prescribed or permitted by the commission),
setting forth fully and accurately the basis or financial plan upon which
such stock and bonds are to be issued; and where such basis or plan
includes services or property (other than money) received or to be re
ecived by the corporation, such statement shall accurately specify and
describe in the manner prescribed or permitted by the commission the
services and property, together with the valuation at which the same are
received, or to be received, and the judgement of the directors as to the
value of such land or other property, real or personal, leases, options,
mines, mineral rights, patent rights, ‘rights of way, or other rights or
easements, contracts, labor, or services, in the absenee of fraud, partici-
pated in by both partics to the transaction shall be conclusive.

For anv violation of this scetion the offending corporation shall be
liable toa fine of not execeding one thousand dolla ars, to he imposed and
judzement entered therefor by the State Corporation Commission, and
shall be enforced by its process.

10. ‘There shall be for every corporation a president and directors, who
shall be a board to have all things done that are proper to be done by the
corporation, except so far as may be otherwise provided by any law of
this State, or by any by-law or regulation of the stockholders. There
shall also be a secretary, and there may be also one or more assistant sec-
retaries. The number of dircctors may be fixed by the charter, the cer-
tificate of incorporation, or the articles of association, or by any amend-
ment thereof, or, in the absence of any provision in respect thereto in
such charter, certificate, articles, or amendment by a by-law. Corpora-
tions chartered under chapter one shall not have less than three directors,
including the president; corporations chartered under chapter two shall
not have less than seven directors, including the president; corporations
chartered under chapter three shall not have less than five directors, im-
cluding the president; and corporations chartered under chapter four
shall not have less than three trustees, directors, or managers, including
the president. In all cases the president shall be a director. The direc-
tors, and where it is not otherwise provided bv law, or by a by-law of the
corporation, the president also, shall be elected by the stockholders in
meeting. The stockholders in meeting or other appointing power, as the
case may be. may remove any director or other officer elected or ap-
pointed by them respectively, and fill the vacancy caused by such re-
moval; but unless so removed the directors and other officers shall con-
tinue in office until the expiration of the period for which they were re-
spectively elected or appointed, and until their successors are elected or
appointed. The directors may fill any vacancy which may occur in the
office of president or director otherwise than by removal. Should the
hoard of directors be at any time reduced below the number necessary
to hold a meeting of the board, the stockholders or other appointing
power may fill the vacancics.

11. A corporation mav have one or more vice-presidents and such
other officers and agents in addition to those mentioned in the preceding
section as the said corporation shall sce fit.

12. By so providing in the charter, certificate of incorporation, or
articles of association, or in an amendment, any corporation may classify
its directors in respect to the time for which they shall severally hold
office, the several classes to be clected for different terms: provided, that
no class shall be elected for a shorter period than one, nor for a longer
period than five vears; and that the term of office of at least one class
shall expire in each year. Any corporation which shall have more than
one kind of stock may, by so providing in its charter, certificate of incor-
poration, or articles of association, or in an amendment, confer the right
to choose the directors of any class upon stockholders of any class or
classes, to the exclusion of others.

13. Every corporation shall have power to create two or more kinds of
stock, of such classes, with such designations, preferences, and voting
powers, or restrictions or qualifications thereof, as shall be stated and
expressed in the charter, certificate of incorporation, or articles of asso-
ciation, or In any amendment thereof; and the power to increase or de-
crease the stock, as in this act elsewhere provided, shall apply to all or
any of the classes of stock. Any preferred stock that may be issued may,
if desired, be made subject to redemption at any time after three years
from the issue thereof at a price not less than par, and the holders thereof
shall be entitled to reeeive and the corporation bound to pay thereon
dividends at such rates and on such conditions as shall be stated in its
charter, or any amendment thereof, or in the original or amended cer-
tificate of incorporation, or articles of association, or in an amendment
thereof; and such dividends mav be made pavable before anv dividends
shall be set apart or paid on the common stock, and such dividends may
he made cumulative.

14. Every stockholder shall be entitled to a certificate, or certificates,
signed by the president, or one of the vice-presidents, if any, and the
treasurer, or bv any two officers of the corporation thereto authorized bv
tie hoard of directors, certifving the number of shares owned by him
in such corporation.

15. The shares of stock in every corporation shall be personal prop-
erty, and shall be transferable on the books of the corporation in such
manner and under such regulations as the by-laws may provide.

16. Absent stockholders may vote at all meetings of the stockholders
by proxy in writing.

1%. Every corporation created under this act may determine by its
certificate of incorporation or articles of association, or an amendment
thereof, or by its by-laws, the manner of calling and conducting all meet-
ings; what notice thereof shall be given, and in what manner; what
number of shares shall entitle the stockholders to one or more sates: - and
may, by its original or amended certificate of incorporation, or articles of
association, provide that any action which, at the time, requires the con-
sont of the holders of two-thirds of the stock at any meeting, or requires
their consent in a writing to be filed, shall require the consent of the
holders of two-thirds of the stock of each class, represented at a meeting
in person or by proxy, or given in a writing to be filed: provided. a
majority in interest of the stock having voting power, represented either
in person or by proxy at any meeting, shall constitute a quorum.

18. Transfer books shall be kept by the corporation, or by one or more
transfer agents appointed by it, in which shares shall be transferred under
such regulations as may be prescribed by the by-laws. Such transfer
looks shall be closed by order of the board of directors for not exceeding
thirty days next preceding any stockholders’ meeting.

19. The certificate of incorporation, or articles of association, original
or amended, of any corporation created under this act may provide that
at all elections of directors each stockholder shall be entitled to as many
votes as shall equal the number of his shares of stock multiphed by the
number of directors to be elected, and that he may cast all of such votes
for a single director, or may distribute them among the number to be
voted for, or any two or more of them, as he may see fit, which right,
when exercised, shall be termed cumulative voting.

20. Unless it shall have been otherwise provided in the charter, certifi-
ate of incorporation, or in the articles of association, or in an amend-
nent or by-law, each person in whose name stock shall stand upon the
jooks of any corporation at anv date fixed by the by-laws as prescribed
wv section eighteen of this chapter shall be entitled to one vote in person
roby proxy for each share of stock appearing in his name on said books.

21. The right of any person holding stock in a representative or in a
iduciary capacity, to represent such stock at meetings of any corporation,
ind to vote thereon, shall be as provided by any agreement heretofore or
wereafter made between such person and the beneficial owner concerning
uch stock, or the right to vote thereon: provided, such agreement or a
apy thereof shall have been furnished to the corporation.

22. As between the pledgor and the pledgee of capital stock pledged to
cure a specific loan with a fixed period or periods of maturity, the right
ta vote shall be determined as follows:

(a) By the written agreement of the pledgor and pledgee.

(4) In all other instances the pledgor shall be held to be the owner
and entitled to the night to vote.

23. Shares of stock of a corporation belonging to it shall not be voted,
directly or indirectly.

24. If the election for directors of a corporation shall not be held on
the day designated therefor by the charter, certificate of incorporation, or
articles of association, original or amended, or by the by-laws, the direc-
tors shall cause the election to be held as soon thereafter as mav be; and
no failure to elect directors at the designated time shall work any for-
feiiure or dissolution of the corporation; but the judge of the circuit
court of the county, or the circuit, corporation or chancery court of the
city wherein the principal office in this State of such corporation is situ-
ated, may, in term time or in vacation, order an election to be held, upon
the application of anv stockholder, and may take the necessary steps to
call a meeting for that purpose.

25. Any stockholders who may he aggrieved by, or complain of, any
clection for directors, or of any proceeding, act, or matter touching the
same, may, after giving reasonable notice to the corporation and to any
person who is to be affected thereby, otherwise than as a stockholder
only, make application by petition to the judge of the circuit court of the
county, or of the circuit, corporation, or chancery court of the city
wherein the principal office in this State of such corporation is located,
in term time or vacation, and the said judge shall proceed forthwith,
and in a summary way, to hear the allegations and proofs introduced by
the parties, or otherwise inquire into the matter, or causes of complaint,
and thereupon establish the election so complained of, or order a new
election, or make such order and give such relief in the premises as
right and justice may require. Pending the hearing and determination
of an application to investigate an election of directors, the judge may,
by order, restrain the persons claiming to have been elected directors from
exercising any of the functions or duties of the office.

26. If the directors or officers of any corporation shall wilfully and
fraudulently cause to be published, or give out, anv statement or report
of the condition or business of the corporation that is known to them
to be false in any material respect, the officers and directors so causing
such report or statement to be published, or given out, shall be jointly
and severally liable for any loss or damage resulting to any person or cor-
poration therefrom.

27%. No corporation organized under this act shall be permitted to set
up or rely upon any irresularity or illegality in the organization as a
defense to any action against it; nor shall anv person transacting busi-
ness with such corporation, or sued for a debt due to it. or for an InjUry
done to its property, be permitted to rely upon such want of legal organi-
zation as a defense.

28. When any stockholder fails to pay any instalment or eall upon his
stock which may have been properly assessed thereon by the dircetors. in
accordance with his contract of subscription, at the time when such pav-
ment is due, the directors may collect the amount of such instalments or
eall, or any balance thereof remaining unpaid, from the said stockholde T
by an action at law, or they may sell at public sale such part of the
shares of such delinquent stockholder as will pay all assessments then
due from him with interest and all incidental expenses, and shall transfer
the shares so sold to the purchaser, who shall be entitled to a certificate
therefor. Notice of the time and place of such sale and of the sum due
on cach share shall be given by advertisement for three weeks succes-
sively, onee in each week before the sale, in a newspaper of the county
or city in this State where the principal -offiee of the corporation is
located, and such notice shall be mailed by the treasurer of the corpora-
tion to such delinquent stockholder at his last known postoflice address
at least twenty davs before such sale. If no bidder can be had to pav
the amount due on the stock, and if the amount is not collected by an
action at law, brought within the county or city where the prineipal office
of the corporation is located, within one year from the date of the bring-
ing such action at law, the said stock shall be forfeited to the corporation
and the amount previously paid in by the delinquent on the stock shall
be forfeited to the corporation.

29. Every corporation organized under and pursuant to the provisions
of this act may make suitable provision in its certificate or articles of
incorporation, original or amended, and thercby to the extent, in the
manner, and subject to the conditions provided in the certificate or
articles of incorporation, original or amended, confer upon the holders
of any bonds or debentures, issued or to be issued by any such corpora-
tion, whether secured by mortgage or otherwise, the power to vote in re-
spect to the corporate affairs and management ‘of th corporation, to the
extent and in the manner provided in the certicate or articles of incor-
poration, original or amended: provided, such voting power shall not he
diminished as to any such bonds or debentures after the same are issued
and while they are still outstanding: and in case of default in the pav-
ment of the principal or interest on said bonds or otherwise. or in anv
other case, confer upon such bondholders the same right of inspection of
the corporate hooks, accounts, and records of any such corporation, and
also any other rights which the stockholders of the said corporation have
or may have by reason of the provisions of the certifieate or articles of
incorporation, original or amended.
30, All corporations, whether they expire by their own limitation or
re otherwise dissolved, shall. nevertheless, be continued for such length
f time as may be necessary from such dissolution or expiration for the
urpose of prosecuting and defending suits by or against them, and of
mabling them gradually to settle and close their business, to dispose of
ind convey their property, and to divide their capital, but not for the
yurpose of continuing the business for which said corporation shall have
xeon established.

31. Upon the dissolution of any corporation under the provisions of
his act the directors or other governing body, by whatever name it may
ve known, unless action to the. contrary be taken as provided in section
thirty-two, shall he trustees thereof, with full power to settle the affairs,
collect the outstanding debts, sell and cause to he conveved property,
r-al and personal, and divide the money and other property among the
stockholders, according to their respective rights, after paving its debts.

32. When any corporation organized under this act shall be dissolved
In anv manner whate over, the circuit court of the county, or the circuit,
corporation, or other court having equitable jurisdiction in the city
where its principal office is located, on application of any creditor or
stockholder of such corporation, at any time, may cither continue such
directors, trustees as aforesaid, or appoint one or more persons to be re-
ceiver or receivers of and for such corporation, to take charge of the
estate and effects thereof, and to collect the debts and property due and
belonging to the company, with power to prosecute and defend, in the
name of the corporation or otherwise, all such suits as may be necessary
or proper for the purpose aforesaid. and to appoint an agent or agents
under him or them, and to do all other acts which might be done by such
corporation, if in being, that may be necessarv for the final settlement of
the unfinished business of the corporation; and the powers of such trus-
tees or receivers may be continued as long as the court shall think neces-
sarv for the purposes aforesaid.

The court shall have jurisdiction of said application and of all ques-
tions arising in the proceedings thereon, and may make such orders and
decrees and issue such injunctions therein as justice and equity shall
require.

33. The said trustees or receivers, after pavment of all allowances,
expenses, and costs. and the satisfaction of all special and general liens
upon the funds of the corporation to the extent of their lawful priority,
shall pay the other dclits due from the corporation, if the funds in their
hands shall be sufficient therefor, and if not. they shall distribute the
same ratablv among all the creditors who shall prove their debts in the
manner that shall be directed by an order or decree of the court for that
purpose; and if there shall be any balance remaining after the payment
of such debts and necessary expenses, they shal] distribute and pay the
same to and among those who shall be justly entitled thereto as having
been stockholders of the corporation, or their legal representatives.

34. If any corporation organized under this act hecomes dissolved by
the expiration of its charter or otherwise before final judgment obtained
in any action pending or commenced in any court of record of this State

2h
against any such corporation, the said action shall not abate by reason
ther eof, but the said action shall proceed to final judgment against such
cor poration, notwithstanding such dissolution.

35. No suit shall be brought against any director of a corporation for
any hability imposed by the provisions of this act unless the same shall
be brought within two vears after such right of action shall accrue.

36, If the franchises and property of any corporation formed under
the provisions of this act, or existing under the laws of this State, are sold
under any deed of trust or mortgage, or by virtue of the judgment or
decree of any court, to an individual or individuals, the person or persons
who may become the purchaser or purchasers of the franchise and prop-
erty of such corporation at any such sale may organize a corporation for
continuing the operation and management of the same; and such corpora-
tion when organized shall have the same rights, privileges. and fran-
chises as have been granted to or acquired bv the corporation whose fran-
chises and property “have been purchased as aforesaid; and shall be sub-
ject to all the limitations, restrictions, and liabilities imposed upon the
said corporation; and, in addition thereto, shall be subject to all the
provisions of this act. Such corporation mav be formed by a certificate
of incorporation, or articles of association, executed by the purchaser or
purchasers, and his or their associates, which shall set forth:

(a) The name of the proposed corporation.

(b) The place where its principal office is to be located.

(c) The names of the officers and directors who, unless sooner re-
moved by the stockholders, are to manage the affairs of the corporation
for the first vear. The number of such directors shall not be less than
required of the corporation whose franchises and property have been so
purchased as aforesaid.

(d) The description of the property sold. and the date of the deed of
trust, mortgage, judgment, or decree under which the sale was made.

(e) The amount paid or to be paid on said franchises and property,
and to whom and by whom.

(f) Such other statements as may be deemed necessary by the pur-
chaser or purchasers, and his or their associates.

The certifieate of incorporation or articles of association aforesaid
shall be signed by the purchaser or purehasers, and his or their asso-
ciates, if anv: acknowledged by the person or persons signing the same
before an officer authorized to take acknowledgments of deeds, and pre-
sented to the State Corporation Commission, with a receipt for the pav-
ment of the fee imposed. if anv, by this State upon the filing of any such
certificate or articles of association, and shall be issued. certified. re-
corded, and lodged in the manner in this act before provided as to the
issuing, certification, recordation, and lodging of the original certificate
of incorporation or articles of association of the corporation whose fran-
chises and property are so sold as aforesaid; and when such certificate
shall be filed for recordation in the office required as to original certifi-
cates of incorporation or articles of association, as the case may he, the
corporation shall be deemed to be organized, and shall have all the
rights, powers, and privileges, and be subject to all the restrictions, limi-
tations, and habilities of other similar corporations organized under this
act.

37. Every corporation organized under this act may issue a new cer-
tificate of stock in the place of any certificate theretofore issued by
alivged to have been lost or destroved, and the direetors may, in their
diseretion, require the owner of the lost or destroved certificate, or his
lezal representatives, to give the corporation bond in such sum as thev
mav direct, not exceeding double the value of the stock, to indemnify the
corporation against any claim that m: iv be made against it on account of
tne alleged loss of any such certificate: a new certificate may be issued
without - requiring any bond when, in the judgment of the directors, it is
proper so to do, and when any such corporation shall have refused. to
issue a new certificate of stock in the place of one theretofore issued by it.
or issued by any corporation of which it is the lawful successor (if the
legal obligation rests upon such successor corporation to issue such cer-
tificate) alleged to have been lost or destroved, the owner of the lost or
destroved certificate, or his legal representatives, mav applv to the cir-
eut court of the county, or the corporation or chancery court of the city
in which the principal office of the corporation is located for an order
requiring the corporation to show cause why it should not issue a new
certificate of stock in place of the one so lost or destroved : such applica-
tion shall be by petition duly verified, in which shall be stated the name
of the corporation; the number and date of the certifieate, if known or
ascertainable by the petitioner: the number of shares of stock named
therein, and to whom issued: and a statement of the circumstances, as
near as may be, attending such loss or destruction; thereupon the said
court shall make an order requiring the corporation to show cause, at a
certain time and place therein mentioned, why it should not issue a new
certificate of stock in the place of the one deseribed in the petition; a
copy of the petition or order shall be served upon the president, or other
head officer of the corporation, or on the cashier, secretary, treasurer, or
anv director thereof, personally, or left at the principal office or place
of business of the corporation in this State, at least five days before the
time designated in the order requiring such corporation to show cause.

38. At the time and place specified in the order and on proof of service
thereof the court shall proceed to hear the proofs and allegations in behalf
of the parties in interest relative to the subject matter of inquiry, and if
upon such hearing the court shall be satisfied that the petitioner is the
lawful owner of the number of shares of capital stock, or any part
thereof, deseribed in the petition, and that the certificate therefor has
been lost or destroyed, and cannot be found, and no sufficient cause has
been shown why a new certificate should not be issued in place thereof,
it shall make an order requiring the corporation, within such time as
shall be therein designated, to issue and deliver to the petitioner a new
certificate for the number of shares of the capital stock of the corpora-
tion which shall be specified in the order as owned by the petitioner, and
the certificate for which shall have been lost or destroyed ; in making the
order the court shall direct that the petitioner file such bond, in such
penalty and form, and with such security, as to the court shall appear
sufficient, to indemnify any person who shall thereafter appear to he the
lawful owner of such certificate, stated to be lost or stolen. Any person
who shall thereafter claim any rights under the certificate so lost or de-
stroyed shall have recourse to said indemnity, and the corporation shall
be discharged from all liability to such person by reason of compliance
with the order of the court; and obedience to said order may be enforced
by the court bs attachment against the officers of the corporation on proof
of their refusal to comply with the same.

39. Every domestic corporation and every forcign corporation doing
business within this State shall file in the office of the State Corporation
Commission, after the first election of officers and directors, and annually
thereafter, within thirty days after the time appointed for holding the
annual election of directors, a report authenticated by the signatures of
the president or one of the vice-presidents and secretary of the corpora-
tion stating:

(a) The name of the corporation.

(b) The location (county or city, street and number, if any there be)
of its principal office in this State, and the name of the agent upon whom
process against the corporation may be served.

(c) The character of its business.

(d) The amount of its authorized capital stock, if any, and the amount
actually issued and outstanding.

(e) ‘The names and addresses of the officers and directors of the corpo-
ration, and when their respective terms of office expire.

(f) The date, if any, appointed for the next annual meeting of the
stockholders.

If such report is not made and so filed, the corporation shall be subject
to a fine of not less than twenty-five dollars nor more than one hundred
dollars, to be imposed and judgment entered therefor by the State Cor-
poration Commission, and enforced by its process.

40, Execpt as any merger or consolidation is prohibited by subsection
(ce) of section two of chapter two, and bv subsection (e) of section two
of chapter three of this act, any corporation organized, or to be or-
ganized, under any law, or laws, of this State mav merge or consolidate
into a single corporation with any other corporation organized for the
purpose of carrying on the same or a similar business under the laws of
this or anv other State of the United States, which said consolidated cor-
poration shall, upon the payment of a proper charter fee, thereby become
a domestic corporation of this State and he subject to its laws, and to the
jurisdiction of its courts, and may be either one of said merging or con-
solidating corporations, or a new corporation to be formed by means of
such merger or consolidation, so that by virtue of this act, and the pro-
eecdings had pursuant thereto, such corporations shall be consolidated
and merged, so that all the property, rights, franchises, and privileges
by law vested in such corporation so merged or consolidated shall be
transferred to and vested in the corporation into which such consolidation
or merger shall be made.

41. Such consolidation or merger shall be mdae in the following man-
rand under the conditions, provisions, restrictions, and with the powers
lowing, that is to say:

(a) The boards of directors of the several corporations proposing to
«rge or consolidate may enter into a joint agreement under the corpo
iu: seals of their respective corporations for the merger or consolidation
; such corporations, preseribing the terms and conditions thereof, the
inde of carrying the same into effect, the name of the new corporation
if it be proposed to form a new one), or of the merged or consolidated

srporation, as the case may be; the number, names, and places of resi-
ence of the directors, and principal officers of such new or consolidated
srporation (who shall hold their offices until their suecessors be chosen

r appointed, either according to Jaw or according to the by-laws of the
ud corporation) ; the agurevate principal amount and the rate of inter-
st of the bonds, if any, and the number of shares of the capital stock,
ith the par value of each share proposed to be issued in connection with
uch merger or consolidation by such new or consolidated corporation,
nd if the capital stock is to be divided into classes, the classes thereof,
ith the terms on which issued; the manner of converting the capital
tock of each of said merging or consolidating corporations into the
tovk or obligations of such new or consolidated corporation, and, in case
f the creation of a new corporation, how and when the directors and
rincipal officers to suecced those named in the agreement shall be
hosen or appointed; together with all such other provisions and de-
ails as to the board of dircetors entering into said agreement shall
mm necessary or convement to perfect the merger or consolidation
f said corporations.

(4) The agreement shall be submitted to the stockholders of cach of
aid merging or consolidating corporations separately, at a meeting
hereof to be called for the purpose of taking the same into con-
ideration; of the time, place, and general object, of which meeting
lue notice shall be given by publication at least six times a week, for
wo successive weeks, In a newspaper published in or near the place
vhere the principal office in this State of the corporation is located,
ind by mailing a copy of such notice at Ivast ten davs prior to such
meeting to the last known postoffice address of cach of the stockholders
of re cord ; and at said meeting the said agreement shall be considered,
and a vote by ballot, in person or by proxy, shall be taken for the adop-
tion or rejection of the same, cach share entitling the holder thereof to
one vote; and if a majority of all the votes cas st at each of such meet-
ings shall be in favor of said agreement, consolidation, and merger,
then that fact shall be certified by the preside nt, or one of the vice-
presidents of the corporation, under the corporate seal, attested by the
secretary, and said certificates, duly acknowledged by the president or
vice-president signing the same, and by the secretary of the several]
corporations, before an officer authorized by the laws of this State to
take acknowledgments of deeds, together with a copy of the agreement,
shall be presented to the State Corporation Commission, which shall
ascertain and declare whether the appheants have, by complying with
the requirements of the law, entitled themselves to the merger or con-
solidation applied for, and shall issue or refuse a certificate thereof ac-
cordingly; if it be issued, the said agreement and certificate, with the
order thereon of the commission, shall be certified by the commission
to the secretary of the Commonwealth, and shall be recorded and lodged
in the manner in this act before provided as to the recordation and
lodging of the original certificate of incorporation or articles of as-
sociation, of the corporations so consolidating, and when such certifi-
cate shall be filed for recordation in the office required as to original
certificates of incorporation, or articles of association, as the case mav
be, the said merger or consolidation shall be complete and the merged
or consolidated corporation may proceed to carry out the details of said
merger and consolidation according to the terms of the agreement and
to transact and carry on the business for which it was formed: pro-
vided, however, that no stock or bonds shall be issued by such merged
or consolidated corporation until the provisions of section one hun-
dred and sixty-seven of the Constitution, so far as applicable thereto,
shall have been complied with; and provided further, that if any stock-
holder of either of the corporations so consolidated or merged, who
shall not have given assent thereto, and who shall be dissatisfied
therewith, shall signify such dissent by notice in writing, served on
the president, secretary or treasurer, either within or without this
State, of such merged or consolidated corporation, at any time within
three months after “the said meeting of his corporation to act thereon,
he shall receive from such merged or consolidated corporation the fair
cash value of his stock as of the day before the vote for the agree-
ment or consolidation of his corporation was so cast as aforesaid,
which, if not agreed on, shall be appraised by three disinterested per-
sons, resident in this State, appointed by the circuit judge of the
county or corporation wherein the principal office of the corporation
of such dissatisfied stockholder is located, and it shall be the duty of
said judge to make such appointment on reasonable notice, on the ap-
plication of either party; and upon the payment of the agreed value
of such stock, or of the value so ascertained, such stockholder shall
deliver up his certificate of stock, if any such has been issued, and, if
none such has been issued, shall make a due assignment to the merged
or consolidated corporation of all his rights in respect thereto; and the
merged or consolidated corporation may thereafter, in lieu thereof re-
issue the same amount of stock to any other person or persons. In
case the agreed value, or the value ascertained as hereinbefore pro-
vided, shall not be paid to such stockholder within thirty days from
the time when the same is so agreed upon or ascertained, or if he has
not agreed thereon and be dissatisfied therewith, the stockholder may,
upon reasonable notice to the corporation, apply to the said judge, in
term time or vacation, to set aside or confirm the agreement or find-
ing as to said value, and the judge, if of the opinion that the valuation
is not just, may set the same aside and appoint three other disinter-
ested persons, resident in this State, to make such valuation, whose
finding thereon shall be final; but if of the opinion that the said
valuation is just, he shall confirm the same, and the amount thereof, or,
n case a second appointment shall have been made by the judge, the
mount found by such second appraisers shall immediately become and
e a judgment of the court over which said judge presides against the
aid merged or consolidated corporation, and may be collected as other
udgments of a court of competent jurisdiction are by law recover-
ble, except that either party shall have the right to present a petition
or a writ of error from said judgment in the same manner and ae-
ording to the same rules as petitions for writs of error may be pre-
ented from other judgments of the court. The finding of a majority
f such appraisers shall stand as the action of the appraisers : pro-
ided, that in all cases where statutes of this State now in force and
ffect authorize the union or consolidation and merger of the stock,
sroperty, and franchises of anv corporation of this or any other State
rith and into the stock, property, and franchises of any other corpora-
ion or corporations of this or any other State, and provided that such
inion or consolidation and merger shall be taken and deemed complete
o soon as the agreement thereof is filed in the office of the board of
vublie works, that such agreement shall be filed in the office of the
State Corporation Commission, and when so filed shal] have the same
force and effect as if the same had been filed in the office of the board
of public works.

42. Upon the perfecting, as aforesaid, of the said merger or consoli-
jation, the several corporations parties thereto shall be deemed and taken
4s one corporation, upon the terms and conditions and subject to the re-
strictions set forth in said agreement, and all and singular the rights,
privileges, and franchises of each of said corporations, parties to the
same, except as restricted by this act, and all property, real and per-
sonal, and all debts due on whatever account, as well of stock sub-
scriptions as other things in action, belonging to each of such cor-
porations, shall be taken and deemed as transferred to and vested in
such new corporation without further aet or deed; and all property,
all rights of way, and all and every other interest shall be as effectu-
ally the property of the new corporation as they were of the former
corporations parties to the said agreement; and the title to real es-
tate, either by deed or otherwise, under the laws of this State vested
in either corporation, shall not be deemed to revert or be in any way
impaired by reason of this act: provided, however, that the rights of
creditors and all liens upon the property of either of said corporations
shall be preserved unimpaired; and the respective corporations shall be
deemed to continue in existence to preserve the same; and all debts,
liabilities, and duties of either of said companies shall thenceforth at-
tach to said new corporation and be enforced against it to the same
extent as if the said debts, habilities, and duties had been incurred 01
contracted by it.

43. Such new corporation shall, as soon as convenient, after sucl
merger or consolidation, establish a principal office in this State, giv.
ing public notice thereof in some newspaper published in the city o:
Richmond, and filing a memorandum thereof in the clerk’s office of th
State Corporation Commission.
44. Suits may be brought and maintained against such new corpora-
tion in any of the courts of this State in the same manner as against
any other corporation formed under this act.

45. Any action or procecding pending by or against cither of the
corporations consolidated may be prosecuted to judement as if such
consolidation had not taken place, or the new corporation may be sub-
stituted in. its place.

46. In all cases of merger or consolidation of two or more corpora-
tions under and by virtue of the provisions of this act, the said merged
or consolidated corporation shall, in addition to the rights, privileges,
and franchises referred to in section forty-two of this ch iapter, have all
the powers, and except as otherwise provided in said section, be sub-
Ject to all the restrictions imposed upon corporations of the same class
formed under this act; and said merged or consolidated corporation
shall be empowered to do and perform any and all things necessarv to
carry out and perform the agreement of merger or consolidation in the
way of issuing bonds and other evidences of de ‘bt, and securing the pay-
ment thereof by mortgage or deed of trust on all its works, property,
and franchises, or any “part thereof, of issuing stock, or otherwise: pro-
vided, however, that no such stock or bonds shall be issued until after
full comphance with the provisions of article one hundred and sixtv-
seven of the Constitution of this State, so far as applicable; and in
default thereof, shall be subject to all the penalties heretofore in this
act denounced against corporations for issuing honds or stock with-
out first having complied with the provisions of the said article of the
Constitution. ‘Nothing in this act contained shall be construed to pre-
vent the merged or consolidated corporation from thereafter issuing
bonds, entering into obligations, securing the same by deed of trust or
otherwise, or from issuing stock in the same manner and to the same
extent as any other corporation organized under this act shall or may
have power to do.

4%. Any railroad corporation of this State, now existing, or that may
hereafter be organized, shall have power, w hen authorized by its board
of directors, to guarantee or to become surety in respect of bonds or other
obligations, or either, of other corporations (whether incorporated
within or without this State), organized for the purpose or having the
power, cither by ownership of stock or otherwise, to own or to become
interested in, or to carry on a transportation business by land or by
water, or other business from which such railroad corporation shall seek
to derive traffic.

48. Whenever under any provision of this act any acknowledgment
may be taken before an officer authorized by the laws of this State to
take acknowledgments of deeds, such acknowledgment may be taken and
certified either within or without this State. No acknowledgment of
any deed, mortgage, or other writing made by any corporation, whether
of this or anv “other State or country, shall be invalid because taken
and certified by an officer or emplovee or stockholder of any corpora-
tion named therein as grantor or grantee or of any corporation other-
wise interested: provided, such officer or employee or stockholder is a
n-rson authorized by the laws of this State to take acknowledgments
“fo decds.

Whenever not otherwise expressly provided in this act, any
notice required by this act or by any regulation or by-law of a corpora-
tion to be given by mail, shall be considered as duly given if the same
be mailed to the person entitled to such notice at his “postoffice address
of record with the corporation. Every stockholder of any corporation
snail furnish to the sceretary of such corporation, from time to time,
over his signature, the address to which notice to him of every kind

mav be mailed. The secretary of every corporation shall keep a reg-
ister of the address of each stockholder so furnished him, and make
all proper changes in such register, retaining and filing his authority
for all such entries. If any stockholder shall fail or decline to fur-
nish his address to the secretary as provided by this section, then it
shall not be necessary to mail to him any notice required by this act.

50, A copy of the certificate of incorporation of any corporation in-
corporated under this act upon a certificate of incorporation and of the
endorsements and order thereon, or of any supplemental certificates and
of the endorsements and order on such supplemental certificate, or of
anv proceedings had under this act in respect to any alteration, amend-

ment or extension of any character required to be recorded in the
clerk's office of a court, or a copy of the articles of association of any
corporation incorporated under this act upon articles of association and
of the endorsements and order thereon, or of anv supplemental articles
and of the endorsements and order thercon, or of any proceedings had
under this act in respect to any alteration, amendment, or extension of
anv charter, or in respect to the merger or consolidation of any cor-
porations not required by this act to be reeorded in the clerk’s office of
a court, duly certified by the secretary of the Commonwealth under the
seal of the ‘State, shall be evidence in anv court of this State of the
statements therein made, and of the due incorporation of the corpora-
tion, or of the due alteration, amendment or extension of the charter,
or of the due merger and consolidation of the corporations which were
partics to such merger or consolidation, as the case may be.

51. Any corporation which shall wilfully fail to use anv of its es-
sential functions for the period of two vears, or which shall wilfully and
habitually misuse any essential corporate function, shall thereby for-
feit its charter, and proceedings to declare the same forfeited may be
had on the motion of the attorney-general in the name of the Com-
monwealth in any eircuit court of this State having jurisdiction over
the county or city in which the principal office in this State of such
corporation is located. An appeal to the supreme court of appeals m may
be had from the findings of such court at the instance of either party,
and the method of applying for and prosecuting the same, in so far as
not fixed by law, shall be prescribed by the rules of the supreme court
of appeals.

52. No corporation shall take by condemnation proceedings any pro-
pertvy belonging to any other corporation possessing the power of emi-
nent domain, unless, after hearing all parties in interest, the State
Corporation Commission shall certify that a public necessity or that a
essential public convenience shall so require, and shall give its permis
sion thereto; and in no event shall one corporation take by condem
nation proceedings any property owned by and essential to the pur
poses of another corporation possessing the power of eminent domain.

53. An appeal shall lie at the instance of the applicants before th
State Corporation Commission from said commission to the suprem
court of appeals in respect to any action of the said commission unde
this act, and such an appeal shall also lie from any action of said com
mission under section fifty-two of this chapter at the instance of an
party in interest. The method of taking and prosecuting such appea
in so far as not fixed by law shall be prescribed by the rules of the su
preme court of appeals.

54. All laws of a general nature in relation to railroads or other cor
porations now in force in this State, so far as they are not inconsisten
with the provisions of this act, shall remain in force and be applicabk
as well to the corporations of the same class organized under this act
and any such corporation incorporated by special charter and now ex
isting may accept the provisions of this act and reorganize under the
same without impairing any rights or privileges under its original ac
of incorporation, except in so far as provided otherwise in the Consti.
tution of the State..

55. No charter shall be issued under this act, nor any amendment
of any charter be made hereunder, until the fees prescribed by the ex-
isting statutes of the State, or such as may hereafter be imposed by the
State, shall have been duly paid.

56. The clerks of the courts of this Commonwealth, and the secre-
tary of the Commonwealth, shall each be entitled to receive from the
persons constituting any such corporation, at the time of performing the
service for filing the papers and for all entries or records made in re-
lation thereto, or copies thereof, double the fees provided by law for
similar services in regard to deeds in any of the courts of this Com-
monwealth.

57%. No stock shall be assigned on the books without the consent of
the corporation until all the money which has become payable thereon
under the subscription agreement has been paid; and on any such as-
signment so consented to, the assignor shall be no longer liable, but the
assignee shall be liable for any instalments which have accrued, or
which may thereafter accrue, under the subscription agreement, and
may be proceeded against in the manner provided by section twenty-
eight of this chapter. .

58. A person in whose name shares of stock stand on the books of
the corporation shall be deemed the owner thereof, as regards the cor-
poration ; but the right to vote thereon shall be as prescribed in sections
twenty, twenty-one, and twenty-two of this chapter.

59. If any person shall, for a 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 authoriz-
ing the transfer of the same on the books of the corporation, the title of
the former (both at law and in equity) shall vest in the latter, so far
as mav be necessary, to effect the purpose of the sale, pledge or other dispo-
sition, not only as between the parties themselves, but also as against
the creditors of, and subsequent purchasers from, the former; subject,
however, to the provisions of sections fifty-seven and fifty-eight of this
chapter.

60. Tf the board declare a dividend out of any part of the capital
stack of the corporation, all the members of the board who shall: be
present and know that such dividend is declared out of the capital
stock, and not dissent therefrom, shall, in their individual capacity, be
jointly and severally lable to the corporation's creditors for the amount
of capital so divided, and mav be proceeded against therefor on a bill
in equity filed on behalf of such creditors; and, moreover, each stock-
holder who participates in such dividend shall be hable to such credi-
tors to the extent of the capital stock so received by him.

61. This act, or anv part thereof, may be amended or repealed at the
pleasure of the general assembly; and every corporation created under
this act shall be bound by such amendments; but such amendment or
repeal shall not take away or impair any remedy against any such cor-
poration or its officers for anv liability which shall have been pre-
vious]y incurred; this act and all amendments thereof shall be a part of
the charter of every corporation formed hereunder, except so far as the
same are inapplicable and inappropriate to the objects of such cor-
poration. .

62. All acts and parts of acts inconsistent herewith are hereby re-
pealed; but such repeal shall not affect or impair any act done or right
accruing, accrued or acquired, or liability, penalty, forfeiture or pun-
ishment incurred, prior to the passage of this act under or by virtue
of any law so repealed, but the same may be asserted, enforced, prose-
cuted or inflicted as fully and to the same extent as if such law had not
been repealed. All actions and proceedings, civil or criminal, com-
menced under or by virtue of any law so repealed and pending at the
date of the passage of this act may be prosecuted and defended to final
effect in the same manner as they might under the laws then existing,
unless it shall be otherwise specially provided by law. Nothing in this
act contained shall be construed to impair the charter of any corpora-
tion existing at the date of the passage of this act, or any right or lia-
bility which any existing corporation, its officers, directors, stockholders,
or creditors may have or be subject to or which any such corporation
had, or was subject to at the date of the passage of this act by virtue
of any act of the general assembly creating such corporation, or creat-
ing or defining any such right or liability.

63. Any railroad corporation in an adjoining State owning or au-
thorized to purchase, lease or to construct, maintain, and operate a rail-
road or branch thereof, to or near the boundary line of this State, may
extend its line or any branch thereof into this State, with the assent of
the State Corporation Commission of this State first had and ob-
tained, and such extension may pass out of this State into such other ad-
joining State and back again into this State as often as may be neces-
sary, and on such terms and conditions as may be approved and pro-
vided by the State Corporation Commission, and the rights, powers,
duties, and restrictions of any such corporation, in the construction,
maintenance, and operation of such parts of its road within this State
shall be the same as if such railroad corporation were a corporation of
this State, created or empowered under this act: provided, however, that
as to the part or parts of its road in this State, such railroad company
shall be deemed a domestic corporation of Virginia, and shall be sub-
ject to all the obligations and duties and entitled to all the powers and
privileges imposed and granted by the Constitution and laws of Vir-
ginia applicable to railroad companies.
6+. This act shall be in force from and after its passage.