Other commis appointed; when. that the question of compensation be tried by a jury, proceedings shall thereafter be had in the case as prescribed in chapter forty-two of the code. But if neither party demand a trial by jury, and good cause be shown against the report, or if the commissioners cannot agree, or fail to sioners my report within a reasonable time, the court may, as often as to it seems proper, appoint other commissioners, who shall act and report in the manner before prescribed. If the report be confirmed, then upon the payment to the person entitled thereto, or into court, of the sum so ascertained, the company may take and carry away the wood, stone, gravel or earth for which such compensation may have been allowed; and though the report may not be confirmed, yet 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 the court, the court, if it affirm the report, shall render judgment in like manner as in cases Right of com- provided for in chapter forty-two of the code. From the until judgment time of any such judgment against the company, its right so to cut, quarry, dig, take or carry away, shall be suspended until the said judgment shall be satisfied. Proceedings on new report. piny suspended satisfied. Act repealed. Commencement 2. The act passed February 5, 1877, entitled "An act authorizing, private corporations to purchase the stock and securities of railroad companies and to guarantee their debts," is hereby repealed. Approved March 12, 1881.] [NOTE BY THE CLERK OF THE HOUSE OF DELEGATES.] The foregoing act takes effect from its passage, twothirds of the members elected to cach House, by a vote taken by yeas and nays, having so directed. CHAPTER XVII. AN ACT to amend and re-enact chapter fifty-four of the Code of West Virginia, concerning the incorporation of joint stock companies without special charter, and to repeal chapter eighty-eight of the Acts of one thousand eight hundred and seventy-two and three, concerning the incorporation of railroad companies, &c., approved April three, one thousand eight hundred and seventythree, and chapter two hundred and fifteen of said acts. passed December twenty-six, one thousand eight hundred and seventy-three. [Passed March 14, 1881.] Be it enacted by the Legislature of West Virginia : 1. That chapter fifty-four of the code of West Virginia, be and the same is hereby amended and re-enacted, so an to read as follows: Codo amended. CHAPTER LIV Of the incorporation of joint stock companies in pursuance of article cleven of the constitution of the state. To what Chapter such Companies are to be Subject. 1. Joint stock companies, incorporated under this chap. Incorporation of joint stock ter, shall be subject to the provisions of the fifty second companies without special and fifty third chapters of the code, so far as the same are chaiter; to applicable. what chapter subject. The Purposes for Which they May be Formed. 2. Such companies may be incorporated for the follow- For what ing purposes: I. For manufacturing, mining or insuring. II. For constructing and maintaining lines of magnetic telegraph, telephones, lines of piping, or tubing for the transportation of oils or other fluids; and carrying on the business properly pertaining to such works and improve ments. III. For establishing hotels and spring companies, gas works, water works, cemetaries, or homesteads and building associations, and transacting the business properly pertaining thereto. IV. For universities, colleges, academies, seminaries, schools, or institutes for the purpose of teaching any branch or branches of useful information, learning, or promoting religion, morality, military science and discipline, or the diffusion of knowledge, including library, companies and literary and scientific associations. V. For agricultural and industrial societies. VI. For benevolent associations, societies and orders, including orphan, blind and lunatic asylums and hospitals, lodges of Free and Accepted Masons, Independent Order of Odd Fellows, Improved Order of Red Men, Sons of Temperance, Good Templars, Knights of Pythias, and all other associations, societies, and orders of like character. VII. For gymnastic purposes. VIII. For railroads and other works of internal improvement. purposes such companies may be formed. How chapter construed. Capital stock; how divided into shares. Amount of capital stock. How certificate of incorporation obtained. Form of agreement to be entered into. No person a corporator until payment of ten per cent. etc. IX. For banks of issue and circulation, and of discount and deposit, and of savings institutions. X. And for any other purpose or business useful to the public, for which a firm or co-partnership may be lawfully formed in this state. 3. But this chapter shall not be construed to authorize the incorporation of any church or religious denomination, or of any company the object, or one of the objects, of which is to purchase lands and resell the same for profit. Of the Capital Stock. 4. The capital stock shall be divided into shares, as prescribed by the fifteenth section of chapter fifty-three of the code. 5. The capital of a corporation formed under this chapter, except for railroad or canal purposes, shall not exceed one million dollars. The Mode of Incorporation and its Duration. 6. Any number of persons not less than five desiring to become a corporation for any purpose or business desig. nated in the second section, except for railroad purposes, shall sign an agreement to the following effect: "The undersigned agree to become a corporation by the name of (here insert the name by which it is intended the corporation shall be known), for the purpose of (here describe fully and particularly the purpose for which the corporation is to be formed, and the kind of business intended to be carried on by it), which corporation shall keep its principal office or place of business at —, in the county of and is to expire on the day of And for the purpose of forming the said corporation, we have subscribed the sum of dollars to the capital thereof, and have paid in on said subscriptions the sum of dollars, and desire the privilege of increasing the said capital by the sale of additional shares, from time to time, to dollars in all. The capital so subscribed is divided into shares of —— dollars each, which are held by the undersigned respectively as follows, that is to say: by (herc insert the name of each incorporator, with his residence and the number of shares held by him. And the capital to be hereafter sold is to be divided into shares of the like amount. Given under our hands this of day 7. No person shall be included as a corporator in any Much agreement, by reason of any stock subscribed for by him, unless he has in good faith paid to the person who may have been appointed or agreed upon to receive the same for the intended corporation, at least ten per cent of the par value of the said stock. must be ac certified, etc. knowledged out 8. The agreement shall be acknowledged by the several Agreement corporators before a justice, notary or judge; and such knowledged; acknowledgment shall be certified by the officers before how taken and whom they are made. If any such acknowledgment be Same if acmado before a justice, notary, or judge of another state of State. or county, proper evidence of the official character of the officer certifying the same, shall accompany his certificate. The affidavits of at least two of the corporators named in Affidavit to be the agreement, shall be annexed thereto, to the effect that the amount therein stated to be paid on the capital has been in good faith paid in, for the purposes and business of the intended corporation, without any intention or understanding that the same shall be withdrawn therefrom before the expiration or dissolution of the corporation. annexed. to be delivered state; certificate cate of incorpo 9. The agreement, with the acknowledgments and affi. Agreement.etc., davits aforesaid, shall be delivered to the secretary of state, to secretary of who shall thereupon issue to the said corporators his cer- to be signed by tificate, under the great seal of the state, to the following him. effect: "I, A. B., secretary of the state of West Virginia, Form of certifihereby certify, that an agreement, duly acknowledged, and ration. accompanied by the proper affidavits, has been this day delivered to me, which agreement is in the words and figures following: (here insert.) Wherefore, the corporators named in the said agreement, and who have signed the same, and their successors and assigns, are hereby declared to be, from this date, until the day ot corporation by the name and for the purposes set forth in the said agreement. Given under my hand and the great scal of the said state at this day of a certificate when 10. Wher a certificate of incorporation shall be issued Effect of such by the secretary of state. pursuant to this chapter, the cor- issued. porators named in the agreement recited therein, and who have signed the same, and their successors and assigns, shall, from the date of the said certificate, until the time designated in the said agreement for the expiration thereof, unless sooner dissolved according to law, be a corporation by the name and for the purposes and business therein specified. And the said certificate of incorporation To be received shall be received as evidence of the existance of the cor as evidence. cerrtain pur diminish their poration as aforesaid. Any corporation organized for Corporations any one or more of the purposes mentioned in the first and organized for tenth sub-divisions of the second section of this chapter, poses, may may, by resolution, concurred in by a majority of all the dist stockholders, representing a majority of the capital stock, objects and and entered upon its records, at a meeting specially called increas or for the purpose, of which all the stockholders shall have number of bad notice, agree to and adopt a new agreement, so as to shares; how enlarge or diminish the objects and purposes, within the purposes, or diminish the and when. of unequal value. agreement limits of said two sub-divisions of section two, for which such corporation may have been organized; or so as to increase or diminish the number of its shares of capital No fractional stock, by consolidating or sub-dividing the same, but so share, etc. to be that in no case shall any fractional share or shares of unequal value, be created. A copy of such resolution How such new containing such new agreement, when acknowledged by acknowledged. such majority of the stockholders in the manner prescribed To whom deliv- by the eighth section of this chapter, shall be delivered to the secretary of state, who shall thereupon issue his Certificate to be certificate, in the form prescribed in the ninth section of issued thereon this chapter, so far as the said form may be found appliCertificate sub cable; and from thence such corporation shall be subject to such new agreement and certificate. And all the chapter to apply provisions of this chapter, shall apply to such new certificates and to the corporations receiving the same in like manner, as to original agreements and certificates of incorporation, except as herein otherwise provided. ered. ject to such new agreement etc. Provisions of to such new certificate etc., except etc. How long corporation may continue; exception. Existing corporations, except, etc, provisions of this aud preceding chapter; how. statement to be filed with secretary of state. to contain. 11. No corporation formed under this chapter, except life insurance companies and such as are formed exclusively for the purposes mentioned in the fourth, fifth, sixth, seventh, eighth and ninth clauses of the second section, shall continue for more than fifty years from the date of its certificate of incorporation. Existing Corporations may Accept this Chapter. 12. The stockholders of any incorporated joint stock etc., may accept, company now existing in this state (banks of circulation and companies incorporated for the construction of works of internal improvement excepted) may, by resolution in general meeting, accept the provisions of this and the proceding chapter of the code. And thereupon a copy of Resolution and the resolution shall be filed with the secretary of state, together with a statement showing the name by which the corporation had theretofore been known, and the What statement name, whether it be the same or a different one, by which it is intended it should be known thereafter; the business to be carried on; the place where such business is to be carried on, and where the principal office is to be kept; the time when the corporation is to expire, subject to the limitation contained in the eleventh section of this chapter; the amount of the whole capital; the amount of the capital paid in; the amount to which it is intended to reserve the privilege of increasing the same, and the par How certified. value of each share; which copy and statement shall be certified by the president, uuder his hand and the common Certificate to be seal of the corporation. And the secretary of state shall issued thereon by secretary. thereupon issue a certificate of incorporation, under his hand and the great seal of the state, reciting the said res olution and statement, and declaring the said corporation to be thereafter, until the time mentioned in the said statement for the expiration thereof, a corporation by the |