CORPORATIONS GENERALLY.

General Powers of Corporations.

Every corporation, as such, shall have succession by its corporate name for the time limited in its charter or bý law; and if no time be limited, perpetually. It shall have a common seal, and may renew or alter the same at pleasure. It may sue and be sued, plead and be impleaded, contract and be contracted with by simple contract or specialty; purchase, hold, use and grant estate, real and personal; appoint officers and agents; prescribe their powers, duties and liabilities; take bond and security from any of them, and fix and pay their compensation; and make ordinances, by-laws and regulations for the government of its council, board, officers and agents, and the management and regulation of its property and business. [Code 1887, ch. 52, § 1.]

Restrictions on Corporate Powers.

The powers mentioned in the preceding section or otherwise granted to any corporation, shall be limited by the purposes for which it is incorporated, and no corporation shall engage in transactions or business not proper for those purposes; nor shall corporate powers be exercised in violation of any law of the State. [Code 1887, ch. 52, § 2.]

Cannot Purchase Real Estate to Resell it, or Buy the Stocks and Bonds of Other Corporations.

Unless specially authorized, no corporation shall purchase real estate in order to sell the same for profit; or hold more real estate than is proper for the purpose for which it is incorporated; subscribe for or purchase the stock, bonds or securities of any joint stock company, or become surety or guarantor for the debt or default of such company. [Code 1887, ch. 52, § 3.]

But Certain] Corporations May Lay Out Towns and Take Real Estate, Stocks and Bonds in Payment of Debt.

Nevertheless, a mining, manufacturing, oil, salt or internal improvement company may lay out a town not to include more than six hundred and forty acres, at or near their works, and sell lots therein; and any corporation may take real estate, stock, bonds and securities in payment, in whole or in part, of any debt bona fide owing to it, or as a security therefor, or may purchase the same if deemed necessary to secure or obtain payment of any such debt, in whole or in part, and may manage, use and dispose of what has been so taken or purchased as a natural person might do, and any corporation may compromise or purchase its own debt, and establish and manage a sinking fund for that purpose; and any manufacturing company may with the assent of the holders of two-thirds of its stock, had by a vote at a stockholders' meeting, subscribe for or purchase the stock, bonds or securities of any corporation formed for the purpose of manufacturing or producing any articles or materials used in the business of such joint stock company, or dealing in any articles or material manufactured or produced by such joint stock company, or constructing a railroad, or other work of internal improvement, through or into the county in which the principal place of business of such joint stock company may be, or operating a railroad or other work of internal improvement so constructed, and may, with the like assent, become surety for or guarantee the debts of such corporation, or in any manner aid it in carrying on its business. [Code 1887, ch. 52, §4.]

When Corporations May Enter Upon Lands.

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Any company incorporated for a work of internal improvement may, by its officers, servants or agents, enter upon lands for the purpose of examining the same, and surveying and laying out such as may seem fit to any officer or agent authorized by it, provided no injury be done to the owner or possessor of the land. But no company shall, under the authority of this section, throw open fences or enclosures on any land, or construct its work through the or in any way injure the property of the owner or possessor, without his consent, or until the same may have been legally appropriated to the use of the company, as is provided by the laws of the state of West Virginia relating to the condemnation and appropriation of private property for the use of companies incorporated for internal improvements. But no company under this act shall invade the dwelling house of any person, or any space within sixty feet thereof, without the consent of the owner, unless it be absolutely necessary for the construction of such road by reason of its passing through a narrow gorge, defile or narrow space: Provided, That this act shall not apply to any city or incorporated town; and provided further, That any company, which may have heretofore actually com menced the location of its road, may invade any space twenty feet

from the dwelling house of any person, or invade a nearer space, or such house, when by the reason of the location of such road in or through a narrow gorge, defile or narrow space, or along or near to any stream, river or bluff, such invasion is necessary for the construction of such road. [Code 1887, ch. 52, §5.]

How Much Land Corporations May Acquire.

The land acquired by any company incorporated for a work of internal improvement along its line generally, shall not exceed one hundred feet in width, except in deep cuts and fillings, and then only so much more shall be acquired as may be reasonably necessary therefor. The land which it may acquire for buildings or for an abutment along its line generally shall not exceed three acres in any one parcel; and the land which it may acquire for buildings or other purposes of the company at the principal termini of its work, or at any place or places within five miles of such termini, shall not exceed fifteen acres in any one parcel; but in the case of a railroad company, an amount of land not exceeding forty acres in any one parcel may be acquired for its main depots, machine shops and other necessary purposes connected with the business of said company. [Code 1887, ch. 52, § 6.]

Proceedings of a Company to Take Land Without the Owner's Consent.

If the president and directors of a company, incorporated for a work of internal improvement, can not agree on the terms of purchase with those entitled to lands wanted for the purpose of the company, five disinterested freeholders shall be appointed by the circuit court of the county in which such land, or the greater part thereof shall lie, (three of whom may act) for the purpose of ascertaining a just compensation for such land. Lands owned by one internal improvement company, but not necessary for the enjoyment of its franchise, may be taken for the purpose of another internal improvement company, in the same manner as land owned by others; but where such lands are claimed to be necessary to the enjoyment of such franchise, the court appointing such freeholders may. before proceeding further, determine upon a report of such freeholders, or otherwise, whether such necessity exists. [Code 1887, ch. 52, § 7.]

Notice of Application for such Appointment.

When it is intended to apply for such appointment, notice shall be given and commissioners appointed, and the proceedings thereon shall be the like in all respects as are prescribed by chapter fortytwo of this act. [Code 1887, ch. 52, § 8.]

Company to Provide Wagon Ways.

For every person, through whose land the road or canal of a company passes, it shall provide wagon ways across the road or canal from one part of the said land to the other, and keep such ways in good repair. [Code 1887, ch. 52, § 9.].

Company Not to Occupy Streets in a Town Without Its Assent.

No company shall occupy, with its works, the streets of the inhabited part of any city, town or village, until the corporate authority thereof shall have assented to such occupation, unless such assent be dispensed with by special provisions of law. Code 1887, ch. 52, § 10.]

How One Work May be Crossed by, Altered to Suit, or Connected with Another.

If any railroad, turnpike or canal company deem it necessary, in the construction of their work, or any branch or siding thereof, to cross any other railroad, turnpike or canal, or any state or county road, at grade or otherwise, it may do so, provided its work be so constructed as not to impede the passage or transportation of persons or property along the same. If any such company desire that the course of any other railroad, turnpike, canal or state road, or any stream which is not a public highway, should be altered to avoid the necessity of any crossings, or of frequent crossings, or to facilitate the crossing thereof, or the construction of a parallel work, the alteration may be made in such manner as may be agreed between the company desiring such alteration and the other railroad, turnpike or canal company, or the board of public works in the case of a state road, or the owners of the land to be affected by the alteration of the course of such stream. In case the parties interested fail to agree upon such crossing or alteration as is desired, the company desiring it may bring its suit in equity and in such suit the court may, in a proper case. decree that such or any proper crossing or alteration may be made upon the payment of damages, to be ascertained as provided in chapter forty-two of the code; and the company desiring such crossing or alteration may thereupon proceed under said chapter to obtain the right to make such crossing or alteration. If such crossing or alteration as is allowed by this section shall cause damage to any company, or to the owner of any lands, the railroad, turnpike or canal company, first mentioned, shall pay such damages. But any county road may be altered by any such company for the purposes aforesaid, whenever it shall have made an equally convenient road in lieu thereof. [Code 1887, ch 52, § 11.]