Chap. 277.—An ACT to Authorize the Circuit Courts of the Commonwealth
to Grant Charters of Incorporation and to Repeal Sections 4, 5, 6, 7, 8, 9,
and 10 of Chapter 65, and Section 34 of Chapter 57 of the Vode of Vir-
ginia, (Edition of 1860.)

Approved March 30, 1871. |

1. Be it enacted by the general assembly of Virginia, That
any five or more persons who shall desire to form a joint stock
Company for the conduct of any enterprise or business which
may lawfully be conducted by an individual or by a body
politic or corporate, except to construct a railroad, or turn-
pike, or canal, beyond the limits of the county wherein the
principal office of said company is to be located, or to establish
@ bank of circulation, may make, sign and acknowledge, be-
fore any justice of the peace or notary public, a certificate in
writing, setting forth the name of the company, the purposes
for which it is formed, the capital stock and its division into
shares, the amount of real estate proposed to be held by it,
the place in which the principal office is to be kept and the
chief business to be transacted, and the names and residences
of the officers who, for the first year, are to manage the affairs
of the company. This certificate may be presented to the
circuit court of the county, city, or town in which the princi-
pal office of the company is to be located, or to the judge
thereof in vacation. ‘The said court or judge shall have a dis-
cretion to grant or refuse to said persons a charter of incor-
poration upon the terms set forth in the said certificate, or upon
such other terms as may be adjudged reasonable. If the charter
be granted, it shall be recorded by the clerk of the said court
in a book to be provided and kept for the purpose, and shall
be certified by said clerk to the secretary of the common-
wealth, to be in like manner recorded in his office; and there-
after the said court may, upon the motion of the said company,
or on reasonable notice to said company, alter or amend said
charter ; and such alteration or amendment shall be recorded
by said clerk, and in the office of the secretary of the common-
wealth, as hereinbefore provided for recording charters, and
shall be as effectual from that time as if originally a part of
said charter.

2. As soon as the charter shall have been lodged in the office
of the secretary of the commonwealth, the persons who shall
have signed and acknowledged said certificate, and their suc-
cessors, and such other persons as may be associated with them
according to the provisions of their charter, shall be a body
politic and corporate, by the name set forth in the said certifi-
cate, and shall have all the general powers, and be subject to
all the general restrictions provided by the Code of Virginia,
(edition of eighteen hundred and sixty), or that may have been
heretofore, or may hereafter be enacted by the general assem-
bly in regard to such bodies politic and corporate.

3. The officers and directors of any such company, after the
first year, shall be such as may be prescribed by its by-laws,
and shall be appointed or removed as the said by-laws may
provide.

4. The minimum capital of every such company (except a
cemetery company, or a company whose ebject is purely be-
nevolent, which may have only a nominal capital,) shall not be
less than five thousand dollars, nor shall the maximum exceed
twenty times the minimum capital, and the same proportion
shall be preserved for greater sums; and the said capital stock
shall be divided into shares of not less than ten dollars each.
And it shall be lawful for such company to call for and demand
from the stockholders, respectively, all sums of money by them
subscribed, at such time and in such proportions as it shall
deem proper, and may enforce payment by all the remedies
provided by law in respect to other incorporated companies.
Hach certificate of stock in any such company shall set forth
truly the actual capital of the company, the nominal value of
each share of the stock, and the amount actually paid on each
share by the holder of such certificate. In every meeting of
the stockholders of any such company, each stockholder shall
be entitled to cast one vote for each share of stock held by him
in said company.

Transfers of stock, and liabilities of stockholders and company.

0. The stock of every such company shall be deemed per-
sonal estate, and be transferable in such manner as shall be
prescribed by the by-laws of the company; and for all debts
which shall be due and owing by the company, the persons
composing the company at the time of its dissolution, shall be
individually responsible to the extent of their respective shares
of stock in said company, and no further. And if any such
company shall create any lien or encumbrance on its works or
property, for the purpose of giving a preference to one or more
creditors of the company over any other creditor or creditors,
except to secure a debt contracted or money borrowed at the
time of the creation of the lien or encumbrance, the same shal!
enure to the benefit, ratably, of all the creditors of the com-
pany existing at the time such lien or encumbrance was created.

Control of legislature.

6, Every such company shall exhibit its books, and a state-
ment of its property and condition to such agent or agents as
the general assembly may, from time to time, appoint to ex-
amine the same; and this act, and the corporate powers of any
company incorporated under its provision, may be amended or
repealed at the pleasure of the general assembly.

Evidence of incorporation; report to legrslature.

7. A copy of the certificate filed with the secretary of the
commonwealth, certified by him under the seal of the state,
shall, together with this act, be received in all courts and places
as legal evidence of the incorporation of such company. A
list of all companies, so incorporated, shall be reported by the
secretary of the commonwealth to each regular session of the
general assembly.

8. The clerk of the court in which any charter is granted
under this act, and the secretary of the commonwealth, shall
each be entitled to demand and receive from the persons con-
stituting any such company, at the time of performing the ser-
vices for filing the papers, and for all entries or records made
in relation thereto, or copies thereof, double the fees provided
by law for similar services in regard to deeds in any of the
courts of this commonwealth.

9. Sections four, five, six, seven, eight, nine, and ten, of chap-
ter sixty-five, and section thirty-four of chapter fifty-seven of
the Code of Virginia (edition of eighteen hundred and sixty),
and all acts and parts ef acts amendatory thereof, are hereby
repealed. :

10. This act shall be in force trom its passage.