Sec. 1094. How road or canal may be crossed by or altered to suit As Amended 1893-4, p. 186. another road, &c.-If any railroad, turnpike, or canal company deem it necesary in the construction of its works to cross any other railroad, canal, turnpike, or county road it may do so: provided, such crossing shall be so located, constructed, and operated as not to impair or impede in the least degree practicable the works and operations of the railroad, turnpike, or canal to be crossed: and provided, such crossing shall be supported by such permanent and proper structures and fixtures and shall be controlled by such customary and approved appliances, methods, and regulations as will best secure the safe passage and transportation of persons and property along such crossing and will not be injurious to the works of the company to be crossed. The cost of such crossings, their appliances, apparatus, and the repairs and operation of the same shall be borne by the party desiring to make the crossing. Before work is commenced upon the crossing the president or general managing officer of the company which proposes to cross the works of another company shall submit plans, specifications, appliances, and methods of operation to the president or other general officer of the latter company, and if the said plans, specifications, and so forth, are not accepted within thirty days after the same have been delivered to the president or any general officer of the company whose works are to be crossed the president or general managing officer of the first named company may then proceed with the construction and operation of the said crossing under the plans, specifications, appliances, and methods so submitted: provided, however, the president or general managing officer of the company whose works are to be crossed may within fifteen days from the date of such notice apply to the board of public works to inquire into the necessity of such crossing and the propriety of the proposed location and all matters pertaining to its construction and operation; and thereupon, within thirty days from the date of the first notice aforesaid, the board of public works in its discretion may, by notice served upon both companies, suspend work on said crossing for such reasonable time, prescribed in said notice, as it may deem necessary to make such inquiry. The said board of public works may in their discretion employ expert engineers at a cost not exceeding five hundred dollars, to be paid equally by both companies, who shall with the railroad commissioner examine the location, plans, specifications, appliances, and methods proposed to be employed and shall hear any objections and consider any modifications that the railroad whose line is to be crossed desires to offer, and within the time prescribed aforesaid shall make a report rejecting, approving, or modifying said plans and specifications, which shall be firal and binding on both companies. If any such company desires that the course of any other railroad, turnpike, or canal shall be changed to avoid the necessity of any crossing or frequent crossings of the same the change may be made in such manner and on such terms as may be agreed on by the company desiring the change and the company, persons, or county owning or having charge of the work to be affected by the change. If any such crossing or change as is provided in this section cause damage to the work of any company or county or to the owner of any lands the company exercising the privileges herein granted shall make proper compensation for such damage. Upon failure of the company desiring to make the crossing to receive notice of the acceptance of the said plans, specifications, and so forth, within thirty days from giving the notice as aforesaid, or upon the adoption of the plans and methods by the board of public works and the payment of proper compensation for damages by the company desiring to cross the works of another company (damages to be ascertained according to sections ten 1887-8, p. 238. As Amended 1887-8, p. 528. hundred and seventy-four to ten hundred and eighty-four, inclusive, code of eighteen hundred and eighty-seven), work may be commenced immediately, and no order shall be made or any injunction awarded by any court or judge to stay the proceedings or prosecution of the work; but any county road and stream or water-course may be altered by any such company for the purpose aforesaid whenever it shall have made an equally convenient road or water-way in lieu thereof. Sec. 1096 a. Construction of railroads through mountain passes and defiles.-No railroad company now or hereafter chartered in this state and having the right to construct its road through any mountain pass or narrow defile of any creek or river valley, but not yet having so constructed the same, shall have the right to the exclusive occupancy of such pass or defile where it is practicable to construct and operate more than one railroad through the same; and this provision shall apply as well to those railroad companies whose charters contain no such limitation as aforesaid as to those whose charters already contain such or any similar limitation: provided, however, that whenever any railroad company shall locate its line through a mountain pass or defile in accordance with the provisions of this act, and shall be actually engaged in grading, building, or operating its line of railroad through such mountain pass or defile, no other railroad company shall locate and build its line through such mountain pass or defile in such manner that its grading, building, or operation will prevent or obstruct the grading, building, or operation of said railroad first occupying such pass and actually and bona fide under the terms of its charter engaged in so grading, building, or operating the same. Sec. 1098. [86 Va. 618.] Sec. 1099. How company may take material from land for its use.A company incorporated for any work of internal improvement may, by its officers, agents, or servants, enter upon any convenient lands for the purpose of obtaining therefrom wood, stone, gravel, or earth to be used in constructing such work or in repairing, enlarging, or altering the same; and may in like manner take and consume any and all water not required by the owner and necessary for the use of its engines, whether locomotive or stationary; and may in the mode now prescribed by law condemn as much land contiguous to such water as shall be required for the construction of suitable wells or reservoirs, locating its pumping engines and machinery, for the erection of buildings for the protection of the same and for a right of way thereto, and may also condemn as much land as may be necessary for pipes to be used for conducting said water to the proper locality. But said company shall not cut down any fruit tree or any tree preserved in any field or lot for shade or ornament, or take part of any fence or building, nor take any of said things from any lot in a city or town. But before taking any of said things the company, unless it agrees therefor with those having the right thereto, shall give to the tenant of the freehold, and in case of water to the owner or tenant of the land upon which the said water is located, and although it may own the land upon which the water is located or be able to agree with the owner therefor, it shall give to all riparian owners having an interest likely to be affected by said action at least ten days' notice in writing that at a certain time and place, to be specified in the notice, application will be made to a justice to appoint commissioners to ascertain what will be just compensation for the same. At such time and place the justice shall appoint three disinterested freeholders as commissioners, who after being sworn shall view the premises and report in writing the extent to which wood, stone, gravel, earth, or water is proposed to be taken, the nature of the injury which may be done in cutting, quarrying, digging, consuming, or carrying away the same, and what will be just compensation therefor. The notice in writing, certificate of the commissioners having been sworn, and their report shall be forthwith returned to the court of the county or corporation. If good cause be shown against the report, or if the commissioners cannot agree or fail to report within a reasonable time, the court may, as often as seems to it proper, appoint other commissioners, who shall act and report in the manner before prescribed. If the report be confirmed, upon the payment to the person or persons entitled thereto, or into court of the sum so ascertained, the company may take, carry away, use, and consume the wood, stone, gravel, earth, or water for which such compensation may have been allowed; and though the report may not be confirmed, upon the payment into court of the sum therein mentioned it may proceed in like manner as if the report had been confirmed and payment made of the sum thereby ascertained. Upon the coming in of a new report, after such payment into court, if it confirms the report judgment shall be rendered as in cases provided for by section ten hundred and eighty-four. From the time any such judgment is rendered against the company its right to cut, quarry, dig, take away, use, and consume shall be suspended until the said judgment shall be satisfied. And where water is to be taken and the rights of riparian owners having lands below the point at which the water is proposed to be taken are likely to be affected, notice shall be given by posting the same at the front door of the court-house of the county in which the water is located for at least thirty days, which shall include the first day of a county court; and any person claiming to be interested may appear at the time and place specified, make himself a party to the proceeding, and have his rights passed upon by the commissioners, and his damages, if any, ascertained, allowed, and paid as hereinbefore provided for the taking of the water or other things named in this section. But after such notice and the judgment of the court upon the report of the commissioners and the payment to the person or persons interested or into court of the amount ascertained as herein before provided no action for damages shall be brought against the company using or consuming said water or other things. Sec. 1103. [85 Va. 901.] Sec. 1104. [91 Va. 706; 93 Va. 380; 1 Va. L. R. 524; 2 Va. L. R. 521.] TITLE 18. CHARTERED COMPANIES, COMMON CARRIERS, AND RAILROAD COMMISSIONER. CHAPTER XLVII. OF JOINT STOCK COMPANIES GENERALLY; AND OF COMPANIES CHARTERED BY Sec. 1107. [84 Va. 947.] Sec. 1108. [85 Va. 676.] COURTS. Sec. 1108 a. Number of the board of directors in a joint stock company where the capital stock does not exceed ten thousand dollars. Hereafter when any joint stock company shall be incorporated under the laws of the state of Virginia, if the maximum of the capital stock of said company shall not exceed ten thousand dollars the court or judge in vacation granting the charter may, in its or his discretion, au 1895-6, p. 5. 1897-8, p. 833. As Amended 1889-90, p. 49. As Amended 1897-8, p. 16. Original Act 1895-6, p. 25. thorize and fix the directors who are to manage the affairs of the company at the number of three directors, to include the president; this number to hold for the first year and thereafter, unless the stockholders in general meeting shall prescribe a different number. Sec. 1120 a. All companies, other than those incorporated for works of internal improvement, incorporated under the general incorporation laws of this commonwealth, to file annually a list of their officers and directors, and in cases when the officers and directors are not residents of the county or corporation where the principal office of the company is located to appoint resident attorneys or agents and to prohibit them from exercising their charter privileges until the requirements of this act shall have been complied with.-1. Every incorporated company, other than those incorporated for works of internal improvement, heretofore or hereafter chartered under the general incorporation laws of the state of Virginia shall within thirty days after each annual meeting certify to the clerk of the county or corporation court where its principal office is located a list of the officers and directors of such company elected at its annual meeting, and it shall be the duty of the clerk of such county or corporation court to keep a file of such certificates, which shall be open to public inspection, and the clerk of such county or corporation court shall be entitled to a fee of twenty-five cents for filing such certificate, to be paid by the company filing the same. 2. That every incorporated company heretofore or hereafter chartered under the general incorporation laws of the state of Virginia, all of whose officers and directors are non-residents of the county or corporation in which its principal office is located, shall be required annually by written power of attorney to appoint some practicing attorney at law residing in the county or corporation where the principal office of said company is located its attorney or agent, upon whom all legal process against the company 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 county or corporation where the principal office of said company is located. 3. That any such company failing after the passage of this act to comply with the provisions of the two preceding sections be and the same is hereby prohibited from exercising any rights whatever under its charter of incorporation until the provisions of this act shall have been complied with, but this provision shall not operate to prevent the enforcement of any contract against such company made by it during the period of such default. Sec. 1124. Books of subscription to be delivered to directors; when they may receive further subscriptions, and at what price.—Immediately after the election of the president and directors the books for receiving subscriptions shall be delivered to them. If the whole capital stock has not been subscribed they shall take measures for obtaining subscriptions of the residue. They shall not, to obtain such subscriptions, sell the stock at less than par unless specially authorized so to do, but may fix the price of such residue at a premium which shall be for the benefit of all the stockholders ratably. 693.] Sec. 1127. [84 Va. 947; 85 Va. 901; 89 Va. 455, 557; 90 Va. 533, Sec. 1127 a. Procedure by which unpaid subscriptions to joint stock companies may be recovered by said companies, their creditors, receivers, trustees, assignees, or any other person.-All suits or motions for the recovery of unpaid subscriptions to the stock of any joint stock company shall be brought in the courts of common law of this commonwealth in the county or corporation where the defendant resides, if he be a resident of this state, or in the case of a joint or partnership subscription then in the county or corporation in this state in which either of the joint subscribers or any member of the partnership subscribing shall reside; and said courts shall have exclusive jurisdiction to hear and determine all questions involving the validity of such subscriptions, but nothing herein contained shall be construed to deprive courts of chancery of their jurisdiction to settle and wind up the affairs of insolvent corporations or to make assessments on unpaid stock subscriptions. In all cases where it is necessary to resort to a court of equity for the purposes aforesaid the courts shall direct the trustee, assignee, or receiver, as the case may be, to sue at law when necessary to recover any call or assessment, and the defendant shall be entitled to a jury where the amount involved exceeds twenty dollars, and said suits shall be governed in all respects by the provisions of this act. All pleas, defences, and evidence which would be admissible if the company were solvent shall be equally admissible and shall have the same effect in law in any action brought after the insolvency of any such company, except where the defence relied upon is an agreement on the part of the corporation not to assess the face value of the stock subscribed and such agreement was unknown to the creditor at the date of his contract; and this act shall apply to all suits heretofore or hereafter brought where no final judgment or decree on the merits has been rendered: provided, that where chancery suits are pending at the time of the passage of this act, in which it is sought to recover unpaid stock subscriptions, the statute of limitations shall not run as to any alleged subscription during the time which shall have elapsed between the institution of such suit and one month after an order shall have been entered authorizing a common law action as provided in this act for the recovery of such subscription. NOTE. The title to this act does not recite the fact that it is an amendment to a former act. Sec. 1130. [90 Va. 626.] Sec. 1135. How new certificates may issue when former one lost.When a person to whom such a certificate is issued or to whom same has been duly assigned alleges it to have been lost he shall file in the office of the company-first, an affidavit setting forth the time, place, and circumstances of the loss; second, proof of his having advertised the same in a newspaper once a week for one month; and third, a bond to the company with one or more sufficient sureties with condition to indemnify all persons against any loss in consequence of issuing a new certificate in place of the former, and thereupon the board shall direct such new certificate, and the same shall be issued accordingly. But if such certificate is alleged to have been lost for a period of seven years or more any person claiming title to the shares of stock represented by such certificate may file a petition in the circuit or corporation court of the county or city wherein the principal office of the company is, or before the judge thereof in vacation, briefly setting forth the facts upon which the claimant relies to sustain his title thereto, a copy of which petition shall be served on the company in like manner as notices are served at least two weeks before the petition is heard, and if such shares of stock stand on the books of the company in the name of some person other than the claimant a copy of the petition shall likewise and in like manner be served on such other person or his personal representative, and notice of the claimant's intention to file his petition shall be published in some newspaper at least once a week for two As Amended 1895-6, p. 36. |