Wheeling register. [volume] (Wheeling, W. Va.) 1878-1935, 1901-02-26
The NEW Corporation IAN.
Continued From second Page

placed fixed by the agreement and the
certificate of Incorporation, or as To-
Gated according to the provisions OF
section twenty-one of this chapter.
But Notwithstanding the location of
the principal Office, any corporation
may transact business and have an
Office or Offices at any other place, and
may own property and carry out the
purposes for which it was incorporated
at any other place or places.
That section thirty Of chapter fifty
four of the Code be amended and re-
enacted so as to read as follows:
Foreign Corporations.
80. Any corporation duly incorpor-
ated by the laws of any other State or
territory Of the United States or Dis
trict of Columbia, OF of any foreign
country, may. unless it be otherwise
expressly provided, hold property and
transact business in this State, upon
complying with the provisions of this
section, and not otherwise. Such COR
poration so complying shall have the
rights, powers and privileges, and be
subject to the same regulations, re-
str%ictiOns and liabilities, that are con
ferred and imposed by this and the
fifty-second, the ffty-third and the
thirty-second chapters of his Code, as
amended by this act, on corporations
chartered under the laws of this State.
Every such corporation shall file with
the Secretary of State a copy of it's
articles of association or certificate of
incorporation. The Secretary of State
shall jccr1n RI auaryr crtoh nnr-pN~afinr
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
clerks Office, a copy of its charter,
which shall be recorded therein.
Every railroad corporation doing bust
ness In this State under the provisions
of this section, or under charters
granted OF laws passed by the State of
Virginia, or this State, Is hereby de-
clared 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 such railroad corporation,
as well as in all other matters relating
to such corporations. No railroad or
ether 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, prop
erty or franchises of any other corpor-
alton Or person, or otherwise, or bring
or maintain any action, suit or pro-
ceeding in this state, until it shall, in
addition to what is hereinbefore re-
quired, file in the office of the Secre-
tary of State, a writing. duly executed
under its corporate seal, accepting the
provisions of this section and agree
ing to be governed thereby. and it's
failure to do so may be pleaded in
abatement of any such action. suit or
proceeding; but nothing herein con-
tanned shall be construed to lessen the
liability of any corporation which may
not have complied with the require
ments of this section, upon any con-
tract or for any wrong.
Every such corporation which shall
~ oSiASL III III bcdIC, "lJAOuL nav
ing complied with the provisions of
this section, shall be guilty of a mis-
demeanor and upon conviction thereof
shall be fined not less than five hun
dred dollars nor more than one thou
sand dollars for each month its failure
so to comply shall continue. Prosecu-
lions under this section shall be in
the county in which the seat of gov
eminent is.
For every certificate issued under
this section the Secretary of State
shall be paid by the corporation a fee
of five dollars.
That section eighty of chapter fifty
four of the Code be amended and re-
enacted so as to read as follows:
Must Meet in State.
81. No meeting of the stockhold-
ers or of the directors of a bank
whose principal Office or place of bus
mess is located within this State. shall
be held out of this State.
That the following section to be des-
lgnated section eignty-three, be and
the same is hereby added to chapter
h~fty-four of the Code:
50. On the affirmative vote. in per-
son or by proxy, of the holders of at
least sixty per centum of the outstand-
ing stock of the corporation, such cor
poration may sell, transfer or assign
in good faith, all of its property and
assets; but a smaller majority shall
not have the right to make such a sale.
transfer OF assignment. But no sale.
transfer or assignment of property and
assets of such corporation shall be
made, except at a general or a special
meeting of the stockholders. called In
the manner provided by law. But
nothing in this section shall be SO
construed as to conflict with any of
the provisions of section ffty-six of
chapter fifty-three of the Code.
That section e~ighty-six of chapter
thirty-two of the Code be and the same
is hereby amended and re-enacted so as
to read as follows:
Sc. Every corporation which has
heretofore obtained or which shall
hereafter obtain a charter or certificate
of incorporation from the State, and
whose principal place Of business and
chief works are located within this
State, shall be known as a resident
corporation for the purposes of this
chapter, and shall pay an annual IL
cense tax as follows:
Fees to be Paid.
If the authorized capital stock be