As Amended 1895-6, p. 101. Previous

1891-2, p. 528. 88 Va, 1029.

successive weeks. On the hearing of the petition the court or judge shall consider such evidence as may be adduced by any party in interest, whether the same be in the nature of oral testimony, paper writing, depositions, or otherwise, and if the court or judge shall be satisfied that the petitioner is entitled to the shares of stock which he claims then an order shall be entered on the minute book of the court requiring the issuance of a new certificate for the same without the execution of any bond by way of indemnity or otherwise. And when the new certificate shall have been issued and delivered under an order of court as herein provided, the company shall forever be discharged and relieved from any and all liability to any and all persons who may subsequently claim an interest in the stock of the company under or by virtue of the former certificate.

Sec. 1138. [82 Va. 346.]

Sec. 1143. [93 Va. 605.]

Sec. 1145.* How certain charters of incorporation granted, altered, or amended by circuit or corporation courts, and where to be reAmendment corded; validating all charters to build and operate street railroads heretofore granted by a circuit or corporation court, but forbidding said courts to grant such charters in the future.—Any five or more persons who shall desire to form a joint stock company for the conduct of any enterprise or business which may be lawfully conducted by an individual or by a body politic or corporate, except to construct a turnpike to be constructed beyond the limits of the county, or a railroad or canal, or to establish a bank of circulation, or a fire insurance company, or life insurance company, may make, sign, and acknowledge before any justice or notary or county or corporation judge, or clerk of a county, corporation, or circuit court 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 at which its principal office is to be kept, 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 or the circuit or corporation court of the corporation wherein the principal office of the company is to be located or to the judge thereof in vacation. The said court or judge in vacation shall have discretion to grant or refuse to said persons a charter of incorporation upon the terms set forth in the said certificate or grant it 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 him to the secretary of the commonwealth to be in like manner recorded in his office. * Charters granted, renewed, or extended are subject to fees on the maximum capital according to the following schedule (acts 1897-'8, page 678):

Any charter heretofore or hereafter granted to a company under the prcvisions of this section by a court or judge thereof in vacation may be altered or amended or the corporate name of the company be changed by the said court or the judge in vacation on the application of the company authorized by a majority of the stockholders in general meeting. And any charter heretofore or hereafter granted by the general assembly which under the provisions of this section might have been granted by a court or judge may in like manner and on like application be altered or amended or the corporate name of the company changed by the circuit court of the county or circuit or corporation court of the corporation wherein the principal office of the company is or by the judge of such court in vacation; such alteration or amendment or change shall be recorded by said clerk and in the office of the secretary of the commonwealth, as hereinbefore provided for recording charters, and shall be as effectual and legal from that time as if originally a part of said charter. Any charter heretofore granted by a circuit or corporation court to build and operate a street railroad shall be deemed valid to all intents and purposes; but said courts are hereby inhibited and forbidden to hereafter grant any charters to build and operate street railroads. But nothing contained in this section shall be held or construed as denying to any building fund association which has heretofore been organized and incorporated under the act of May twenty-ninth, eighteen hundred and fifty-two, and amendatory acts, all the rights, powers, privileges, and franchises granted to and vested in such association under said acts. And it shall not be lawful for the general assembly to grant relief, or to incorporate any company, or to alter or amend the charter of any corporation provision for which is made in this section unless application shall have been first made to some circuit or corporation court or the judge thereof in vacation and refused: provided, that nothing in this act shall be construed to authorize the condemnation of lands by any street railroad company chartered by the courts.

Sec. 1145 a. To ratify, confirm, and approve charters incorporating 1895-6, p. 337. joint stock companies granted by the circuit or corporation courts of this state, or by the judge of any such court in vacation, in which the capital stock is not in excess of ten thousand dollars and the directors, including the president, are fixed at three.-If any charter incorporating a joint stock company heretofore granted by any circuit or corporation court of this state or by any one of the judges of such courts in vacation, the capital stock be not in excess of ten thousand dollars and the directors for the first year and thereafter, including the president, are fixed at the number of three, unless the stockholders in general meeting shall prescribe a different number, every such charter is, as to such provisions respecting the number necessary to constitute the directory, including the president, hereby ratified, approved, and confirmed.

Every such joint stock company shall be deemed and held to have been duly organized and fully authorized to conduct business according to law from and after the date when its charter was lodged with the secretary of the commonwealth, and with a board of directors (including the president) constituted as provided for in the first section of this act.

Sec. 1147. [86 Va. 92.]

Previous

Sec. 1148. Minimum capital; price of shares; how subscriptions As Amended payable; how recovered; what certificate of stock to show; number 1889-90, p. 56. of votes stockholder is entitled to.-The minimum capital of every such company (except a cemetery company or a company whose object is 1887, p. 14.

Amendment Extra Session

1893-4, p. 723.

purely benevolent, which may have only a nominal capital) shall not be less than five hundred dollars, nor shall the maximum exceed twenty times the minimum capital, and the same proportion shall be preserved for greater sums. Subscriptions to the stock may be paid in money, land, or other property (real, personal or mixed), leases, options, mines, minerals and mineral rights, rights of way and other rights or easements, labor, or service, and there shall be no individual liability beyond the unpaid subscriptions to stock. 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. Each 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.

Sec. 1149. [2 Va. L. R. 871; 3 Va. L. R. 108, 114.]

Sec. 1153 a. To encourage immigration into the commonwealth of Virginia and to promote sales of lands within the commonwealth to immigrants.-1. It shall be lawful for ten or more persons owning land in any county of the state to make, sign, seal, acknowledge, and put to record in the clerk's office of the court of such county a paper writing in form or to the effect as follows:

-, in the state

We, the undersigned, owners of land in the county of of Virginia, do hereby form an immigration society, to be known as and bear the name of the immigration society of — county, Virginia. The object for which said society is formed is to advertise for sale and to sell or lease the lands of the members of said society in such manner and upon such terms as may be provided by the constitution and by-laws of the society adopted by the members thereof. The officers of said society to manage its affairs for the first year and until their successors are elected and qualified will be a president, a secretary, a treasurer, and a board of directors, which board shall consist of not less than five persons nor more than nine, as the said society at the time of its organization shall determine. The principal office of said society will be at in said

county.

2. When such writing shall have been so signed, sealed, acknowledged, and recorded in the county court clerk's office and a duly certified copy thereof lodged in the office of the secretary of the commonwealth for recordation and another such copy deposited with the commissioner of agriculture at Richmond, the persons who signed, sealed, and acknowledged it, and all others who may thereafter be associated with them, shall be a body corporate and politic under the name set forth in said writing, and as such may have a common seal; may contract and be contracted with; may sue and be sued; and may be appointed an agent or an attorney in fact to sell or lease or exchange lands situate in said county or in any other county adjoining that wherein is the principal office of such society: provided, however, that there shall not be organized under this act in any county more than one immigration society for every one hundred thousand acres of land situate in such county.

3. Each society organized under this act shall be exempt from the payment of the tax upon said writing for its recordation in the office of the clerk of the county and in the office of the secretary of the commonwealth, and shall

not be assessed with a license tax as a land agent either by the state, the county, or the town in which its principal office may be located, and shall be exempt from the payment of taxes to the state upon powers of attorney or contracts of agency for the sale of lands recorded in any county wherein it is authorized by this act to do business.

4. Every such society shall, within six months after its organization and in each six months thereafter, file in the office of the commissioner of agriculture a list of lands in its hands for sale, showing as near as practicable their location relative to railroad or water transportation and the price and terms upon which the same will be sold, and also a list of all sales made by it within the six months then last past, which list shall be attested by the president and secretary of the society under its seal. For failing to file such lists or either of them for thirty days after they have been called for by the commissioner of agriculture the society so failing shall be subject to a fine of twenty dollars, recoverable by the commissioner of agriculture by motion after ten days' notice in the court of the county wherein the principal office of such society is.

5. The commissioner of agriculture shall provide and furnish to societies organized under this act forms for the reports required to be made by them under the fourth section, and he shall with his annual report to the governor of the commonwealth furnish a list of immigration societies doing business under this act, showing their presidents and secretaries, their places of business, the quantity of land in their hands for sale, and the quantity sold by them since his last report.

CHAPTER XLVIII.

OF BANKS* OF DISCOUNT AND DEPOSIT.

Sec. 1155. [86 Va. 92.]

Sec. 1163. For what purpose banks may purchase, hold, and con- As Amended vey real estate.-Every such bank may purchase, hold, and convey real 1893-4, p. 278. estate for the following purposes and for no others:

First. Such as shall be necessary for its immediate accommodation in

the transaction of its business.

Second. Such as shall be mortgaged or otherwise incumbered to it in good faith by way of security for debts previously contracted.

Third. Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings.

Fourth. Such as it shall purchase at sales under judgments, decrees, or mortgages, or deeds of trust held by it, or shall purchase to secure debts due it. But no such association shall hold the possession of any real estate under mortgage or other incumbrance or the title and possession of any real estate purchased to secure any debts due to it for a longer period than ten years.

As Amended

Sec. 1165. Every director must own at least one hundred dollars of stock. Every director of a bank must own in his own right at least one 1887-8, p. 321. hundred dollars of the capital stock of the bank of which he is a director. Any director who ceases to be the owner of one hundred dollars of the capital stock or becomes in any other means disqualified shall thereby vacate his office.

* Cities, towns, and counties may tax bank stock "at same rate as is assessed upon other moneyed capital in the hands of corporations," (Ante sec. 1040 a and 1040 b.) As to tax on banks see acts 1895-'6, page 726,

As Amended 1897-8, p. 88.

1893-4, p. 222.

Sec. 1166. [Repealed with amendment of acts 1887-'8, page 321. Acts 1887-'8, page 417.]

Sec. 1168. [Repealed. Acts 1887-'8, page 417.]

Sec. 1170. Statements to be rendered to the auditor and published ; when to cause examination of bank.-Every joint stock company now organized or which may hereafter be organized under the laws of this state for the purpose of conducting a general banking business shall make to the auditor of public accounts statements of its financial condition at such times identically as the national banks organized under the law of the United States are required to make their statements to the comptroller of the currency; and also publish such statements in condensed form as published by said national banks in some newspaper printed in the city or town where such banking business is carried on; and if there be none, then in a newspaper published in the city or town nearest thereto. The statement shall be made in accordance with forms prescribed by the auditor, certified under oath by the president or cashier of the bank and attested by at least three of its directors. It shall be the duty of the auditor to call upon the banks for the statements herein before mentioned and at the time prescribed, and to have prepared such forms as may be necessary to carry out the provisions of this section. Whenever calls for statements are made by the auditor he shall forward to each bank in the commonwealth two blank forms, one of which, after being properly filled out and certified to by the bank to which it is sent, shall be returned to the auditor within ten days next succeeding the date of such call, and the other, filled up in like manner, shall be filed in the said bank. The auditor shall also, upon written application made to him by the stockholders representing one-fifth of the amount of the capital stock of any such bank, appoint some one to make special examination in person into its condition and to report the same to him. All expenses incident thereto shall be borne by the institution so examined.

Sec. 1171 a. Receiving of deposits by insolvent bankers, brokers, or an officer of a bank.-1. Any banker, whether state or private, any broker or officer of any trust or savings institution or of any state bank, or employee of any private banker who shall take and receive money from a depositor with the actual knowledge that the said banker, broker, or the said trust or savings institution or the said bank is at the time insolvent, shall be guilty of embezzlement, and shall be punished by a fine double the amount so received, and imprisoned from one to three years in the penitentiary for each offence.

2. That any banker, whether state or private, any broker or officer of any trust or savings institution or of any state bank who shall permit money to be received from a depositor with the actual knowledge that the said banker, broker, or the said trust or savings institution or the said bank is at the time insolvent, shall be guilty of embezzlement and shall be punished as in the preceding section.

3. On the trial of any indictment under this act it shall be the duty of said banker or broker or officer of any trust or savings institution, national, state, or private bankers, their agents or officers, to produce in court, on demand of the attorney for the commonwealth, all books and papers of said banks, trust and savings institution, or private bankers or brokers, as such, to be read as evidence on the trial of such indictment: provided, that in determining the question of the solvency of any such state bank, trust, or savings institution the capital stook thereof shall not be considered a liability due by it.