Capital. passed during the present session of the general assembly, at the times, and in the manner prescribed, it shall be lawful, in that event, to establish a bank in the town of Lynchburg, with a capital of one million three hundred and twenty-five thousand dollars, agreeable to the provisions of the act, entitled, "an act establishing general regulations for the incorporation of banks," passed at the present session of the general assembly; a moiety of which capital the commonwealth shall subscribe for, and pay out of that part of the surplus revenue herein before directed to be paid to the said Bank of Virginia, and the Farmers Bank of Virginia, in satisfaction of the commonwealth's moiety of the subscription to the increased capital stock of those banks, and which they shall have refused to accept as aforesaid; and the subscribers and stockholders, in the event of when incorpora- such failure and refusal, at the end of three months from the passage of this act, shall be, and are hereby incorporated and chartered by the name and style of the Merchants and Planters Bank Commissioners for of Lynchburg; and that John Early, John G. Meem, John M. Warwick, Smithson H. Davis, Albon M'Daniel, Alexander Liggat, John Victor, John R. H. Payne, M. H. Garland, D. R. Edley, Maurice Langhorne, Samuel M'Korkle, Samuel Miller, James Saunders and James W. Morgan, or any three or more of them, are hereby appointed commissioners to open books of subscription for the stock of the said bank, in conformity with the directions of the last recited act. Stockholders ted. subscriptions. Branch banks to be established. Their locations and capitals. Duration of its charter. Commencement. How manufactur companies may be established. 21. Be it further enacted, That the stockholders of the Merchants and Planters Bank of Lynchburg, at their first general meeting, or as soon thereafter as practicable, shall establish an office of discount and deposite at Charleston in the county of Kanawha, with a capital of two hundred thousand dollars; at the town of Danville, with a capital of one hundred thousand dollars; at Farmville in the county of Prince Edward, with a capital of two hundred thousand dollars; at Charlottesville or Scottsville, as the stockholders may elect, with a capital of one hundred and fifty thousand dollars; at Abingdon in the county of Washington, or at Evansham in the county of Wythe, as the stockholders may elect, with a capital of one hundred and fifty thousand dollars; and at the town of Fredericksburg, with a capital of one hundred and sixty-two thousand five hundred dollars. 22. Be it further enacted, That the charter of the Merchants and Planters Bank of Lynchburg, if established, shall continue and be in force until the first day of July, eighteen hundred and fifty-two, and no longer. 23. This act shall be in force from the passage thereof. CHAP. 84.-An ACT prescribing general regulations for the incorporation of 1. Be it enacted by the general assembly of Virginia, That ing and mining whensoever hereafter any joint stock company shall be incorporated, for the purposes of manufacturing, or for the purposes of exploring and mining for gold, coal, copper, iron, or other mineral substances, such company shall be established with the rights and privileges, and under the rules, regulations and restrictions hereinafter provided. 2. Said company shall have power under the name and style General corporate set forth in the act of incorporation, to sue and be sued, contract powers. and be contracted with, to have and use a common seal, and change the same at pleasure; and may hold real estate, the number of acres, and the county or counties, corporation or corporations in which said real estate is situate, to be specified in the said act of incorporation; and personal property for the purpose of conducting the business of manufacturing, exploring or mining, for which said company shall be incorporated; and shall have power to make such by-laws, rules and regulations, not contrary to the laws of the United States or of this commonwealth, as may be deemed expedient and proper for the government of said corporation; but they shall not be authorized in any manner to divert the capital of said company from the specific purposes for which they are incorporated: Provided, Nothing herein contained shall be so construed Proviso. as to prevent any corporation from tilling any lands held by them, or from selling any timber, wood, or other material upon their lands. tions. 3. The amount of the capital stock of such company shall be capital; regulaspecified in said act of incorporation, fixing a minimum and maxi- tions for subscripmum sum, to be raised by subscription, in shares to be specified; for which purpose, books of subscription may be opened by the corporators or commissioners named in said act, as the case may be, at such times and places as the said corporators or commissioners may designate, who, as soon as the minimum sum specified as the capital stock of said company shall have been subscribed for, shall call a meeting of the subscribers, by advertisement for two weeks in some newspaper published in the neighbourhood, or by some other convenient mode of notification. red and converted 4. And whensoever the mining or manufacturing operations of Property of indivithe company to be incorporated are proposed to be located and duals how acquicarried on upon the lands or property of any person or persons into stock. who may be willing to sell the said lands or property, with the privileges and appurtenances necessary for said operations, to said company, or to convert the same into stock of the said company, and convey to them the said lands or property at a fair valuation, the said owner or owners shall, in the books of subscription to be opened as aforesaid, fairly set forth and specify the quantity of land, with a precise description of the metes and bounds thereof, and a full statement of the other property, rights, privileges and appurtenances, which he or they propose to cede, sell or convey to, or to convert into stock of the said company, and the price affixed to and demanded by said owner or owners for said lands and other property; or if said owner or owners propose to sell a part to said company, and to subscribe the residue of said lands and property, he or they shall enter on the said books a full description of the part which he or they propose to sell, and the part which he or they propose to subscribe as stock of the said company, with the prices and terms of payment required therefor; and the said lands, property, &c. so subscribed by said owner or owners, shall be taken in full payment of his or their said subscriptions, and shall thereafter be and constitute a part of the capital stock of said company, subject to be disposed of in like manner with the residue of their stock and property; and the lands, property, &c. which said owner or owners shall propose to sell to the said company, and which shall Directors, how and when chosen. stockholders. have been entered on the books of subscription, with the price and terms of payinent affixed thereto, shall, if subscriptions be made in said books, and if the company shall thereupon proceed to organize itself, by calling a general meeting of the subscribers and electing a board of directors, as hereinafter to be provided, be considered and held as the property of said company, and the price of said lands, property, rights, privileges and appurtenances, so entered in the books of subscription, shall be a lawful debt of the said company, and it shall be lawful for the said owner or owners to sue for and recover the same in any court having competent jurisdiction. And unless the said owner or owners of the said lands, property, privileges and appurtenances shall, at the first meeting and organization of said company, or so soon thereafter as may be required of him or them, convey and assure to the said company a valid and perfect title in fee simple, to the said lands, property, &c. according to the specification and description thereof, entered on the books as aforesaid, and also deliver possession of the same when demanded, the said company may, on such failure, either enforce a specific performance of the contract on the part of the said owner or owners, or, at the election of the said company, may regard the subscription or sale of the said lands and property, as forfeited and void. 5. For managing the affairs of such mining or manufacturing company, there shall be chosen at the first meeting of the stockholders, to be called as aforesaid, and on the first Monday of the month of May of every year thereafter, a convenient number of directors, not less than five nor more than ten, who shall be stockRatio of votes of holders of the said company; in which elections, and in all other meetings, the stockholders shall be entitled to one vote for every share owned by them respectively, up to the number of fifteen inclusive, and to one additional vote for every five shares from fifteen to one hundred, and to one additional vote for every twenty shares over and above one hundred; and may vote in person or by proxy, in such manner as may from time to time be prescribed in general meeting. The said directors, or a majority of them, may choose from their own body a president, and in his absence a president pro tempore. They shall have power to call general meetings of the stockholders; to supply vacancies in their own body; to appoint such officers, agents and clerks, as the stockholders in general meeting shall authorize; to take bonds with sufficient surety for the good conduct, fidelity and attention of such officers, agents and clerks, and to do all other acts and things touching the affairs of the company not otherwise specially provided for. President how chosen. Powers of directors. General meetings, how constituted and organized. 6. The presence of stockholders, entitled to a majority of the whole number of votes, in person or by proxy, shall be necessary to the transaction of business at any general meeting of the stockholders; and such meetings shall be organized by the appointment of a chairman and secretary, but a smaller number may adjourn from Term of office of time to time. And if there should be no election of directors at any annual meeting, as herein before directed, the directors then in office shall continue until the next annual election by the stockholders in general meeting, in which the major part of the stock shall be represented. directors. Power to open 7. If the whole amount of capital stock authorized to be raised books for addition by any act of incorporation shall not have been subscribed for before the company incorporated by said act shall have commenced its al subscriptions. how fixed. delinquents. operations, it shall in such case, be lawful for the president and directors of said company, when soever they may deem it expedient, to cause books of subscription to be opened from time to time until the whole amount of the capital stock authorized to be raised by said act shall have been subscribed for; and also, if so to them it Price of stock, shall seem proper, to fix the price of the additional stock at such a premium as they may from time to time direct; which premium shall be the common property of all the stockholders of said company, in proportion to the capital stock owned by them respectively. 8. So much of the price of each share subscribed, whether be- Subscriptions how fore or after the company shall have been organized, as shall remain paid. unpaid at the time when the subscriber shall become a member of the company, shall be afterwards paid by the subscriber, his executors, administrators or assigns, in such instalments, and at such times as the president and directors shall from time to time require; and if any subscriber, his executors, administrators or assigns, shall Remedy against fail to make payment of any sum so required of him, after thirty days notice of such requisition shall have been given in some newspaper published in the neighbourhood, or by some other convenient mode of notification, it shall be lawful for the company to recover the same, or such part thereof as shall not have been paid, with lawful interest from the time when due, and costs, on ten days previous notice, in any county or corporation court, or in any superior court for any county or corporation within whose jurisdiction the defendant may be found; or, if he be not found within the commonwealth, then upon motion in any superior court for any county or corporation in this commonwealth within which the cause of action may have originated, on three weeks previous notice in some newspaper published within said county or corporation or contiguous thereto. And the company shall moreover have full power, in such manner as their by-laws may prescribe, to sell at public auction the stock of such delinquent, to satisfy any judgment recovered against him, or to satisfy the amount with interest due from him and in arrear as aforesaid, though no judgment may have been recovered, and to transfer upon their books to the purchaser, his executors, administrators or assigns, the stock so sold; and if the nett proceeds of such sale, after defraying the costs and charges thereof, shall be more than sufficient to satisfy what is due from the delinquent, they shall pay over the balance to him or his order. on stock sold. 9. If any stockholder shall sell and transfer the stock held by him, Stockholders liabefore the payment of the full amount subscribed for, he shall be liable ble for sum due for the payment of the residuum of the amount due thereafter upon his subscription of stock, in case the person to whom said stockholder shall have sold and transferred his stock, shall fail to pay the same. deemed personal estate. ferred. 10. The stock and all other property of such company as may Stock and property be incorporated as aforesaid, shall be deemed personal estate, and as such shall pass to the executors, administrators or assigns of the stockholders. It shall be transferrable only upon the books of the Stock how transcompany, in such manner as the by-laws shall prescribe; and, until so transferred, the company shall be under no obligation to recognize the right of any assignee, and in the meantime may lawfully pay over the dividends to him who shall appear upon their books to be the stockholder, his executors, or administrators, without being in any manner held liable to any other claimant. But real estate ! disposed of and Real estate-how purchased by the company, shall be conveyed to them, and, when sold by them, shall be conveyed to the purchaser by deed, as real estate, and as such shall be held liable to the payment of the debts of the company, and to sale under execution of fieri facias, in like manner as the lands of public debtors are sold. Certificates of stock. Journal of direc Votes, how re- Books of accounts. 11. Certificates of stock, signed by the president and countersigned by the secretary of the board of directors, and authenticated under the seal of the company, shall be delivered by the president and directors to each stockholder, in such manner and form as the stockholders in general meeting may direct. 12. The president and directors shall keep a regular journal of their proceedings, recorded in well bound books, and the proceedings of each day shall be verified by the signature of the president. The vote of each member, on every question decided by them when a division shall have been called for, shall be entered on the journal if such entry shall be demanded by any member of the said board, which shall be laid before the stockholders at their general meetings. 13. The president and directors shall cause regular books of account to be kept, and balanced at least once in every year. And they shall cause dividends of the nett profits of the company, or so much thereof as they may deem it prudent to divide, to be declared and paid to the stockholders at such time and in such manner as the Liability of direc- by-laws may prescribe. And should any portion of the capital stock proper dividend. of the company be included in any dividend so declared and paid, the directors by whom such dividend is declared, shall be liable respectively, to all persons holding claims or demands against said Liability of stock- company at the period of declaring such dividend; and moreover, each stockholder who shall participate in the dividend of such capital stock, shall be liable to such creditors to the extent of the capital stock so received by him under such dividend. But such dividends of the capital stock may be made, when there shall exist no claims or demands against said company, and such dividend shall have been ordered by the stockholders in general meeting, and after three months previous notice in some newspaper in the neighbourhood, or by some other convenient mode of notification. holders. How charter for- 14. Whenever four fifths of the capital stock of such company shall become concentrated by purchase or otherwise, in the hands of less than five persons, or more than one half of the same shall be and remain in the hands of one person for more than six months, all the corporate powers and privileges granted by the act incorporating such company shall cease and determine. If the company should not be organized by the appointment of a president and directors within two years from the passage of the act of incorporation, then all its provisions shall be null and void. And if at any time the company shall suspend their operations for the space of two years, then their rights and privileges shall cease, and their charter shall be forfeited. But whensoever the said corporation shall be dissolved, may continue to whether by lapse of time or any other cause, their corporate name, with their right to sue and be sued, shall continue, for the purpose of collecting the debts due to the company, prosecuting the rights which shall have accrued under their previous contracts, paying the debts due by them, and satisfying all liabilities which they may have incurred, and for the distribution of the property of the corporation among those entitled to the same. After forfeiture wind up concerns. |