retary of state; and the secretary of state, under his hand and the great seal of this state, shall issue, to the company so making such increase or reduction, a certificate reciting the resolution and declaring the proposed increase or reduction to be authorized by law, which certificate shall be received in all courts and places as evidence of the change in the number or par value of the shares of the capital stock of such company, and of the authority to increase or reduce the same. [Code 1887, ch. 54, § 22.]

Meetings and Principal Office.

The stockholders or directors of any corporation formed under or accepting the provisions of this chapter, may hold meetings for the transaction of the lawful business of the corporation, including the first general meeting for purposes of organization, out of this state, and may keep their principal office in any state or territory of the United Statese, or in the District of Columbia. But no meeting shall be held out of this state without the concurrence of persons holding a majority in value of the stock of the company, nor without reasonable notice. [Code 1887, ch. 54, § 23.]

Power of Attorney to Accept Service of Process.

Every such corporation having its principal office or place of business in this state shall, within thirty days after organization, by power of attorney duly executed, appoint some person residing in the county in this state wherein its business is conducted, to accept service on behalf of said corporation, and upon whom service may be had of any processs or notice, and to make such return for and on behalf of said corporation to the assessor of the county or district wherein its business is carried on, as is required by the forty-first section of the twenty-ninth chapter of the code. \ Every such corporation having its principal office or place of busi-, a ness outside this state shall, within thirty days after organizing, by power of attorney duly executed, appoint some person residing in this state to accept service on behalf of said corporation, and upon whom service may be had of any process or notice, and to make return of its property in this state for taxation as aforesaid. The said power of attorney shall be recorded in the office of the clerk of the county court of the county in which the attorney resides, and filed and recorded in the office of the secretary of state, and the admission to record of such power of attorney shall be deemed evidence of compliance with the requirements of this section.

Corporations heretofore organized may comply with said requirements at any time within three months after the passage of this act. Any corporation failing to comply with said requirements within six months after the passage of this act shall forfeit not less than two hundred nor more than five hundred dollars, and shall, moreover, during the continuance of such failure, be deemed

a non-resident of the state, and its property, real and personal, shall be liable to attachment in like manner as the property of nonresident defendants; any corporation failing so to comply within twelve months after the passage of this act shall by reason of such failure, forfeit its charter to the state, and the provisions of section eight, chapter twenty, acts one thousand eight hundred and eightyfive, relative to notice and publication, shall apply thereto. [Code 1887, ch. 54, § 24.]

Taxation of Corporations.

He (the assessor) shall ascertain from the proper officers or agents of all incorporated companies in his district (except railroads and foreign insurance, telegraph and express companies), the actual value of the capital employed or invested by them in their trade or business (exclusive of real estate and property exempt by law from taxation), and enter the same in his personal property book. The real estate of such companies shall be assessed and entered in the land book as in other cases. The value of the capital shall be estimated by taking the aggregate value of all the personal property of the company, not exempt from taxation, wherever situated, including their money, credits and investments, whether in or out of the state, and deducting from the said money, credits and investments, and not from said aggregate, what they owe to others as principal debtors. If a company have branches, each branch shall be assessed separately in the district where the principal office for transacting its financial concerns is located, or if there be no such office, then in the district where its operations are carried on. All property of navigation companies and other joint stock transportation companies (except railroads), whether real or personal, shall be taxed in the county and district wherein such property is situated, and all locks and dams of navigation companies shall be assessed and taxed as real estate, in the county in which said locks and dams are situated, and it shall be the duty of the assessor of each district to assess such property as hereinbefore directed. When the capital of a company is assessed as aforesaid, the personal property thereof, which shall not be held to include the locks or dams of a navigation company, shall not be otherwise assessed, nor shall any individual shareholder or partner therein be required to list or be assessed with his share, portion or interest, in the said capital. [Code 1887, ch. 29, § 64.]

Sale of Property and Works of Corporations Other than Railroad Companies.

Whenever there has been since the first day of February, one thousand eight hundred and seventy-seven, or shall hereafter be, a sale of the works and property of any corporation, other than a railroad corporation, under a decree, mortgage or trust deed, and there be a conveyance to the purchaser of the same, said purchaser or

purchasers shall become a corporation in the same manner and be entitled to the franchises of the old corporation in the same manner as is provided for railroad corporations in such cases in section seventy-two of this chapter, and the old corporation shall be ipso facto dissolved. But the purchaser at said sale shall not obtain the works constructed, or property acquired, after the making of the said deed of trust or mortgage. [Code 1887, ch. 54, § 82.]

INCORPORATION OF BUILDING AND LOAN ASSOCIATIONS.

Number of Incorporators and Rights and Powers.

Any number of persons, not less than nine, may form a building and loan association for the purpose of encouraging industry, frugality and home building, and saving among its members. Building and loan associations formed under this chapter shall have the right and power of loaning to the stockholders thereof, the moneys accumulated from time to time, as well as the right and power to purchase land or erect houses, and to sell, convey, lease or mortgage the same at their pleasure, to their stockholders, or others for the benefit of their stockholders. Such associations may acquire, hold, convey and encumber all such property, real and personal, as may, be taken as security, or may be otherwise transferred to it in the due course of its business, and may secure the payment of loans and the performance of the other conditions upon which loans are to be made, or the payment of the purchase money for any property sold, by taking personal security, or by a mortgage or deed of trust upon real or personal property, or by a transfer or pledge of its stock. [Code 1887, ch. 54, § 25, as amended by ch. 79, acts 1891.]

Loans and Premiums.

Every such association shall have the power to provide by its bylaws for selling to the stockholders who shall bid the highest premium therefor, the money in the treasury, or in default of bidders at or above a minimum premium, may award to a member the value of any shares held by him less such minimum premium; the minimum premium, and the mode of making the award to be fixed by the by-laws. Or such association may charge and receive the premium bid by a stockholder for the priority of right to such loans, in periodical instalments; but the by-laws of every association shall set forth whether the premium bid for the prior right to a loan shall be deducted therefrom in advance, or be paid in periodical instal

ments. But whether the premium be deducted from the loan, or paid in periodical instalments, the transaction shall not be deemed usurious, although any and all dues, fines, premiums and interest shall exceed the legal rate of interest on the amount of money received by the stockholders. [Code 1887, ch. 54, § 26, as amended by ch. 79, acts 1891.]

Dues, Interest and Fines.

Every such association may levy, assess and collect from its stockholders, periodical dues upon every share of its stock; the amount of such dues to be fixed by the by-laws, but no periodical payment to exceed two dollars upon each share; and said stock may be paid off and retired as the by-laws shall direct, and may levy, assess and collect from members to whom loans have been made, interest upon the par value of the shares so loaned; and may levy, assess and collect fines for the non-payment of periodical dues, or for failure to comply with or perform any other obligation or duty to the association. The amount of the respective fines shall be fixed by the by-laws, and they shall be imposed under regulations to be made by the by-laws; but such fines shall be uniform, and where they are imposed for default in the payment of dues, shall be in proportion to the amount of the dues for the failure to pay which they are imposed; but no member shall be fined more than once for the same default. [Code 1887, ch 54, § 27, as amended by ch. 79, acts 1891.]

Payment of Loans, Withdrawal and Default of Stockholders.

A borrower from such association may repay the loan at any time; and in case of the repayment thereof before the maturity of the shares pledged for said loan, there shall be refunded to such borrower, in case the premium shall have been deducted in advance, such proportions of the premium bid as the by-laws may determine; but the borrower shall receive the withdrawing value of the shares pledged for said loan, and the shares shall revert back to the association. Stockholders withdrawing voluntarily shall receive such proportions of the profits of the association, or such rate of interest as may be prescribed by the by-laws. In case of default of a borrower to pay dues, interest or premium, for the period of three months, payment of the same, together with the full principal of the loan, may be enforced by proceedings on the securities according to law; and the money so received shall be paid into the treasury of the association; and if the moneys so recovered shall exceed the amount it would have required to repay the loan under the first part of this section, together with all the expenses incurred by the association, such excess shall be paid to such borrower. [Code 1887, ch 54, § 28, as amended by ch. 79, acts 1891.

By-Laws and Articles of Government.

Every such association shall adopt by-laws, which shall embrace all the provisions of the four preceding sections, and such further provisions for its government and the management of its business, not inconsistent with these sections, as it may deem proper. [Code 1887, ch. 54, § 29.]

FOREIGN CORPORATIONS

Requirements, Rights, Powers and Privileges of Foreign Corporations.

Any corporation duly incorporated by the laws of any state, or territory of the United States, or of the District of Columbia, or of any foreign country, may, unless it be otherwise expressly provided, hold property and transact business in this state, upon complying with the requirements of this section, and not otherwise. Such corporation so complying shall have the same rights, powers and privileges, and be subject to the same regulations, restrictions and liabilities that are conferred and imposed by this and the fiftysecond and fifty-third chapters of this code, and by chapter twenty of the acts of one thousand eight hundred and eighty-five, on corporations chartered under the laws of this state. Every such corporation shall file with the secretary of state a copy of its articles of association and of the law and authority under which it is incorporated. The secretary of state shall issue to every such corporation complying with the provisions of this section a certificate of the fact of its having done so, which certificate shall be filed and recorded in the office of the clerk of the county court of the county, or one of the counties, in which its business is conducted. Such corporation shall also file, in the said clerk's office, a copy of its charter, to be kept and preserved therein. Every railroad corporation doing business in this state under the provisions of this section, or under charters granted or laws passed by the state of Virginia, or this state, is hereby declared to be, as to its works, property, operations, transactions and business in this state, a domestic corporation, and shall be so held and treated in all suits and legal proceedings which may be commenced or carried on by or against any such railroad corporation, as well as in all other matters relating to such corporations. No railroad corporation which has a charter or any corporate authority from any other state, shall do business in this state as the lessee of the works, property or franchises of any other corporation or person, or otherwise; or bring or maintain any action, suit or proceeding in this state, until it shall, in addition to what is hereinbefore required, file in the office of the