Record of Proceedings.

They shall keep a record of their proceedings, which shall be verified by the signature of the president or president pro tempore. No member of the board shall vote on a question in which he is interested otherwise than as a stockholder, except the election of a president, or be present at the board while the same is being considered; but if his retiring from the board in such case reduce the number present below a quorum, the question may nevertheless be decided by those who remain. On any question the names of those voting each way shall be entered on the record of their proceedings, if any member at the time require it. [Code 1887, ch. 53, § 52.]

Officers and Agents.

The board of directors shall appoint such officers and agents of the corporation as they may deem proper, and prescribe their duties and compensation; but there shall be no compensation for services rendered by the president or any director, unless it be allowed by the stockholders. The officers and agents so appointed shall hold their places during the pleasure of the board; and if required by the board, or the by-laws, shall give bonds, payable to the corporation, in such penalties and with such conditions and security as the board may approve. [Code 1887, ch. 53, § 53.]

Books of Account.

The board of directors shall cause regular and correct books of account to be kept and to be settled and balanced once at least every six months. [Code 1887, ch. 53, § 54.]

By-Laws.

The board of directors, in the exercise of their powers, shall be subject to such by-laws and regulations, not inconsistent with the laws of this State, as the stockholders may pass from time to time in general meeting. [Code 1887, ch. 53, § 55.]

Voluntary Dissolution.

The stockholders may at any time in general meeting resolve to discontinue the business of the corporation, the majority of the capital stock being represented and voted in favor of such discontinuance; and may divide the property and assets that may remain after paying all debts and liabilities of the corporation. Public notice of such resolution shall be immediately given by advertisement in some newspaper of general circulation, published near the principal office or place of business of the corporation, once a week for six weeks at least, before any dividends of the capital shall be made; and the said resolution shall be forthwith certified by the president

under his hand and the common seal of the corporation to the secretary of state, who shall preserve the same in his office, and deliver a copy to the clerk of the house of delegates, to be printed and bound with the acts of the legislature. As soon as practicable, after such resolution is passed, the stockholders shall cause ample funds and assets to be set apart, either in the hands of the trustees or otherwise, to secure the payment of all debts and liabilities of the corporation; and any creditor who supposes his claim to not be sufficiently secured thereby, whether such claim be then due or thereafter become due, may on bill in chancery, if sufficient cause therefor be shown, obtain an injunction to prevent the distribution of the capital and a decree against any stockholder for the amount of the capital received by him; and if necessary or proper in the case, the court may appoint a receiver to take charge of and administer the property and assets of the corporation. [Code 1887, ch. 53, § 56.]

Proceedings in Equity to Dissolve a Corporation.

If not less than one-third in interest of the stockholders of a corporation desire to wind up its affairs, they may apply by bill in chancery to the circuit court of the county in which the principal office or place of business of such corporation is situated, or if there be no such office or place of business in this state, to the circuit court of the county in which the other stockholders or any one or more of them reside, or are found, or in which the property of such corporation or any part of it may be, setting forth in the bill the grounds of their application; and the court may thereupon proceed according to the principles and usages of equity to hear the matter, and if sufficient cause therefor be shown, to decree a dissolution of the corporation, and make such orders and decrees, and award such injunctions in the cause as justice and equity may require. [Code 1887, ch. 53, § 57.]

Receiver.

When a corporation expires, or is dissolved, or before its expiration or dissolution, upon sufficient cause being shown therefor, such court as is mentioned in the preceding section may, on application of a creditor or stockholder, appoint one or more persons to be receivers to take charge of and administer its assets; and whether such receiver be appointed or not, may make such orders and decrees, and award such injunctions in the cause, as justice and equity may require. This section shall apply to corporations heretofore or hereafter chartered by another state, which may have done business and acquired property, or contracted debts, in this state, and any of whose creditors, or stockholders, or their personal representatives, reside herein; and the circuit court of any county wherein such creditor, stockholder, or personal representative, may reside, or where such assets or property or part thereof may be, or where

the person owing such debts, or having such property in possession, may reside, shall afford such relief as is prescribed in this and the next section. [Code 1887, ch. 53, § 58.]

Effet of Dissolution or Expiration of a Corporation.

When a corporation shall expire or be dissolved, its property and assets shall under the order and direction of the board of directors then in office, or of the reciver or receivers appointed for the purpose by such circuit court as is mentioned in the fifty-seventh section of this chapter, be subject to the payment of the liabilities of the corporation, and the expenses of winding up its affairs; and the surplus, if any, then remaining, to distribution among the stokholders according to their respective interests. And suits may be brought, continued or defended, the property, real or personal, of the corporation be conveyed or transferred under the common seal or otherwise, and all lawful acts be done in the corporate name, in like manner and with like effect as berore such dissolution or expiration; but so far only as shall be necessary or proper for collecting the debts and claims due to the corporation, converting its property and assets into money, prosecuting and protecting its rights, enforcing its liabilities, and paying over and distributing its property and assets, or the proceeds thereof, to those entitled thereto. [Code 1887, ch. 53, § 59.]

Examination or Report Required by the Legislature.

Every corporation subject to this chapter shall exhibit its books, papers and property, to such agents or committees as the legislature may from time to time appoint to examine the same; and when required by the legislature, shall report thereto a full, fair and detailed exhibit of its property, liabilities and condition, verified by the oath of the president, and of the secretary or principal bookkeeper. [Code 1887, ch. 53, § 60.]

Service of Process or Notice.

Process on, or notice to, a corporation may be served as is provided in section seven of chapter one hundred and twenty four of this code. [Code 1887, ch. 53, § 61.]

Quantity of Land Which a Corporation May Hold,

No corporation subject to this chapter, whether incorporated under special charter or general law, shall hold more than one hundred acres of land; except that a company for mining iron, lead or copper ore, and manufacturing the same into metal, may hold ten thousand acres for every charcoal blast furnace, and three thousand acres for every other furnace; companies for mining and selling coal, ten thousand acres each; other mining companies, salt com

panies and oil companies, three thousand acres each; other manufacturing companies, one thousand acres each, and a springs company, fifteen hundred acres; nor shall any corporation subject to this chapter, hold more than five acres in any incorporated town or city, except as provided in the fourth section of chapter fifty-two of this code, and except that societies formed to promote agriculture or stock raising may hold not exceeding thirty acres in any incorporated town or city. But nothing in this section contained shall be construed to prevent any company heretofore incoporated from holding such number of acres of land, in addition to the number herein prescribed, as may be authorized by its charter. But any such springs company now owning or occupying the real estate of a former springs company may take, hold and use the same, nothwithstanding the quantity thereof shall exceed fifteen hundred acres. [Code 1887, ch. 53, § 62.]

Preservation of the Peace, etc, at Watering Places.

Every incorporated springs company may adopt by-laws, rules and regulations for the preservation of peace and good order within the boundary lines of its real estate, and for the arrest of persons violating the penal laws of the state within said lines. And the board of directors of any such corporation may, from time to time, appoint such number of police officers as may be deemed necessary to carry into effect the objects and purposes of this section; and the officer so appointed shall have all the powers within the territory for which he is appointed, in criminal cases, as a constable of a district has under the law. [Code 1887, ch. 53, § 63.]

Married Women May Vote as Stockholders, etc.

Is shall be lawful for any married woman, being a stockholder of any bank, insurance company (other than mutual fire insurance. companies), manufacturing company or other institution incorporated under the laws of this state, to vote at any election for directors and trustees, by proxy or otherwise, in such company of which she may be a stockholder. [Code 1887, ch. 66, § 9, as amended by ch. 109, Acts 1891.]

INCORPORATION OF JOINT STOCK COMPANIES.

To What Chapters Such Companies Shall be Subject.

Joint stock companies, incorporated under this chapter, shall be subject to the provisions of the fifty-second and fifty-third chapters of the code, so far as the same are applicable. [Code 1887, ch. 54, $ 1.]

The Purposes for Which Joint Stock Companies May be Formed.

Such companies may be incorporated for the following 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 improvements.

III. For establishing hotels and springs companies, gas works, water works, cemeteries, or building and loan 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 or learning, or promoting religion, morality, military science or 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 and 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. IX. For banks of issue and circulation, and of discount and deposit, and for saving institutions.

X. And for any other purpose or business useful to the public for which a firm or copartnership may be lawfully formed in this state. [Code 1887, ch. 54, § 2.]

Formation of Corporations for Certain Purposes Prohibited.

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 re-sell the same for profit. [Code 1887, ch. 54, § 3.]