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To publish license and com


Ib., § 3.

2d. The amount of policies outstanding, as near as can be ascertained.

3d. The character of the risks, and the rule governing companies and their agents in taking the same, both as to locality and amount.

4th. The particular character of the assets, specifying the amount of cash and public, bank, manufacturing or other stocks and bonds, or other securities, held by the companies, with the evidence that they are held by them, the rule of investment in real estate securities, and the general localities of real estate secured to companies. 5th. The amount received from premiums, and whether sufficient to pay losses, &c.

6th. Whether there have been any changes in agencies during the preceding year.

SEC. 8. That every agent or attorney obtaining such license shall pany's annual also cause such license to be published in some newspaper, to be designated by the Comptroller General, having circulation in the County in which he resides. The company shall also furnish to the Comptroller General, through their agent, an annual statement of the affairs of the company, as provided in the preceding Section, and it shall be the duty of the agent or agents to publish the same.

Insolvent com


Ib., 206, 24.

Penalty for violations of 1

and 3.

SEC. 9. That if the Comptroller General shall become satisfied that any company is insolvent or unsafe, it shall be his duty to refuse license to its agent or agents, and to withdraw any license that has been already issued.

SEC. 10. Every violation of Sections 1 and 3 of this Chapter shall subject the company or association, or agent or agents, so violating, Ib., 304, 4. jointly and severally, to a penalty of five hundred dollars for each violation, which shall be recovered by indictment, one-half of such penalty, when recovered, to be paid into the County Treasury of the County, and the other half to the informer of such violation; and, in case of the non-payment of such penalty, the person or persons so offending shall be liable to imprisonment for a period not exceeding one year, in the discretion of the Court having cognizance thereof.

Penalty for violation of license provisions.

Ib., 5.

SEC. 11. That any person who shall deliver any policy of insurance, or collect any premium of insurance, or transact any business of insurance in this State, for any company in the United States. or foreign State, not incorporated by the laws of this State, without having first obtained license by law required, or after his license has been withdrawn, or who shall in any way violate the foregoing provisions in relation to licenses of agents of insurance companies shall be fined, for every such offense, not less than one hundred dollars, nor more than five hundred dollars, at the discretion of the

Judge: Provided, That nothing contained in this Section shall release any such company or companies upon any policy issued or delivered by it or them.




1. Charters subject to amendment,

alteration or repeal.

2. Corporations not to make discrimination on account of race, color or previous condition.

Manufacturing Companies.

3. Subject to provisions of Sections 4 to 19, unless specially exempted. 4. Prerequisites to attachment of Acts of incorporation.

5. Meeting or subscribers to stock. 6. Proceedings.

7. When such corporations may go into operation.

& Liability of members before stock is actually paid in.

9. Debts not to exceed paid in stock; Directors liable for excess; how liability may be avoided.

10. Powers of such corporations. 11. Management; choice of Directors and President.

12. Directors to submit statements to stockholders; penalty.

13. Shares to be personal estate. 14. Capital not to be loaned to stockholders; not to be divided till debts are paid; Directors liable. 15. Liability of executors, &c., and estates of deceased stockholders. 16. Votes of stockholders. 17. Limitation of charters.

15. Foregoing provisions not to remove other liabilities.

19. Funds not to be used in banking.

Plank Road Companies.

20. Reports of plank road companies. 21. Powers, privileges and liabilities of plank road companies. 22. Notice of application for charter. 23. Subscriptions to stock; first payment; report of Commissioners. 24. Meeting of subscribers; election of President and Directors. 25. Statement to be made by President and Directors.

26. When Act of incorporation attaches

27. Powers of such corporations. 28. Management; vacancies.

29. Elections.

30. Board.

31. Votes.

32. Advances on subscribed stock; stock may be sold if not paid.

33. Surplus of sale; stockholder liable for deficiency.


34. Purchaser subject to liabilities of original stockholder.

35. Each stockholder liable for debts until stock paid in.

36. Debis not to exceed stock paid in; Directors liable; liability, how avoided.

37. Loans; dividends.

38. Shares deemed personal estate. 39. Liability of executors, &c., and estates of deceased stockholders. 40. Road-beds.

41. Time to complete roads; toll and toll gates.

42. Reports: books.

43. Not subject to Sections 47 to 72, inclusive.

44. Fees of Secretary of State.
45. Charter to last fourteen years.
46. Companies may run roads in high-

Turnpike, Bridge, Causeway and
Ferry Companies.

47. Subject to following provisions, unless specially excepted.

48. Shares; installments. 49. Number of shares; increase of members.

50. Commissioners to receive subscriptions.

51. Closing of subscription books; proviso.

52. List of subscriptions and certificate of deposit of first installment to be recorded with Secretary of State.

53. Patent of incorporation to be issued by Secretary.

54. Corporate powers; proviso. 55. Not to be engaged in banking, insuring or trading.

56. Power to hold real estate; amount limited.

57. Funds may be invested, how. 58. Provisions as to officers, &c.

59. Scale by which votes are to be taken; no one entitled to more than twenty votes.

60. Proxies.

6. Elections to be held annually. 62. Report of Directors.

63. Regulations as to contracts made by Direction.

64. Increase of capital stock.

65. Provisions as to reconstruction of road, &c.

66. Contracts with stockholders. 67. Work of corporation to be finished in four years, &c.

Charters subjeet to amend

ment or repeal. 1811, XI, 168,


Common car.

criminate on ac


68. Subscription by State; number of
votes allowed it.
69. State dividends to be paid into
Treasury; accumulation may be
applied to purchase of stock from
stockholders after twenty-four
years from first receipt of tolls.
70. State may purchase charters held
in fee after thirty-four years from
first receipt of toll.

71. Forfeiture of shares: purchaser to
be a member of company.

72. Liability of purchaser.

73. Charters of bridges, &c., shall be
in fee, and held as real estate.
74. Regulations as to grants to bridges,

Manner of Acquiring Rights of Way.

75. Notice to be given to owner of
lands, &c.; consent to enter pre-
sumed in case refusal is not sig-

76. If consent not given, how corpora

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tion must proceed; petition to
be heard by Circuit Judge; jury
to be empanneled; Clerk to or-

77. Jury to inspect premises; fix com-
pensation, and return verdict.
78. Right of appeal to Circuit Court;
amount of verdict to be depos

79. Lands for depots, &c.

8). Notice to be given to trustee, &c.,
in certain cases; published notice
sufficient for non-residents.
81. Rights to vest for how long; fee to
remain in owner of soil.

82. Liability to condemnation; pro-

83. Right of entry for survey, &c; proviso.

84. Proceedings to be filed with Coun.
ty Clerk; where to be instituted.
Fees of Clerk, Sheriff and jurors;
by whom to be paid.

86. Penalty for failure of jurors to

SECTION 1. That it shall become part of the charter of every corporation which shall, at any session of the General Assembly, receive a grant of a charter, or any renewal, amendment or modification thereof, (unless the Act granting such charter, renewal, amendment or modification, shall in express terms except it,) that every charter of incorporation granted, renewed, or modified, as aforesaid, shall, at all times, remain subject to amendment, alteration or repeal, by the legislative authority.

SEC. 2. That it shall not be lawful for any party or parties enners not to dis- gaged in any business, calling or pursuit, for the carrying on of count of color, which a license or charter is required by law, municipal, State, 1869, XIV, 179, Federal, or otherwise, to discriminate between persons on account


21, 3.

Subject to pro

19, unless spf

of race, color or previous condition, who shall make lawful application for the benefit of such business, calling or pursuit; and no Act of incorporation shall be conferred upon any organization, the rules and regulations of which contain features not compatible with the provisions of this Section.

Manufacturing Companies.

SEC. 3. That all manufacturing companies which shall be incorvisions of 4 to porated in this State shall have all the powers and privileges, and cally exempted. be subject to all the duties, liabilities and other provisions contained in Sections 4 to 19, inclusive, of this Chapter, unless the said corporations be specially exempted therefrom by their respective char

1847, XI, 459,


Prerequisites to

attachment of


SEC. 4. Books for subscriptions to the stocks of such companies Acts of incorpo- shall be opened by such Commissioners, and in such manner, as their respective charters may appoint. The Commissioners shall proceed in such manner, and discharge such duties as shall be speci


Io., 9 2.

fied, for the purpose of receiving subscriptions, disposing of the first payments made therein, reducing shares subscribed for in case of over-subscription, and taking other measures for the formation of the company. As soon as the requisite number of shares shall be subscribed for, the company shall be considered as formed, the Act of incorporation shall attach and become effectual, and the company shall proceed to complete its organization.


SEC. 5. To this end the Commissioners shall appoint a convenient Meeting of subtime and place for the meeting of the subscribers, and give to them scribers to stock. at least a fortnight's notice, either by writing or by public advertisement in some gazette in the County where such corporation is to be located.

SEC. 6. At this meeting the stockholders may proceed to elect such President, Directors and officers as they may deem necessary for conducting the affairs of the company; and such Directors, or their successors, shall have power to dispose of any remainder of stock which may not have been subscribed for.



When may go

Ib., 460, 3.

SEC. 7. The said corporations shall not go into operation until one-half of the capital stock required by their respective charters into operation. shall be paid in lawful money of the United States, and an oath or affirmation to that effect shall have been made by the President, Treasurer, and a majority of the Board of Directors, which shall be recorded in the Secretary of State's office, and published in at least two respectable newspapers in the State, one as near the establishment as circumstances will admit, the other in the city of Charleston; the oath or affirmation required as above shall be repeated after the payment of each installment, until the whole capital shall have been paid in.

Liability of

members before

stock paid in.

SEC. 8. The members of such corporation shall be liable, jointly and severally, for all debts and contracts made by such corporation, until the whole amount of capital stock shall have been actually 15., § 4. paid in, and no note, bond or obligation given by any stockholder, whether secured by a pledge of the stock in such corporation, or in any other manner, shall be considered as payment of any part of the capital stock.

Debts not to

stock; liability

Ib., 5.

SEC. 9. The total amount of debts which such corporations shall at any time owe shall not exceed the amount of its capital stock exceed paid. n actually paid in, and, in case of excess, the Directors in whose ad- of Directors, ministration it shall happen, shall be, jointly and severally, liable for the same in their natural capacities, as well to the contractors of the other part as to the corporation; such of the Directors as may have been absent when the said excess was contracted or created, or who may have voted against such contract or agreement, and caused his vote to be recorded in the minutes of the Board, may respectively

Powers of such corporations.

Ib., 7.

choice of Presi


Ib., 461, 8.

prevent such liability from attaching to themselves by forthwith giving notice of the fact to a general meeting of the stockholders, which they are authorized to call for that purpose.

SEC. 10. Such corporations shall have power to purchase and hold such real estate as may be required for their purposes, or such as they may be obliged or may deem for their interest to take in the settlement of any debts due them, and they may dispose of the same; to sue and be sued in all Courts; to have and use a common seal; to elect, in such manner as they may determine to be proper, all necessary officers, and fix their duties; to make by-laws and regulations, consistent with the Constitution and laws of this State, for their own government and the due and orderly conduct of their affairs, and the management of their property.

Management, SEC. 11. The business of every such corporation shall be managed dent and Direc- and conducted by the President and Directors thereof, and such other officers, agents and factors as each company may think proper to authorize. The Directors shall be chosen, annually, at such time and place as shall be provided by the by-laws of the company, and shall hold their offices for one year, and until others are chosen in their stead; and one of the Directors shall be chosen President, either by the company or by the Directors, as the by-laws may ap point.

Directors to

ments to stock


15., § 9.

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SEC. 12. The Directors shall submit to the stockholders, annusubmit state- ally, a written statement, under oath or affirmation of the Treasurer holders; pen and President of the corporation, setting forth the amount of capital stock paid in and general assets of the company, and, also, the amount of existing debts, which statement shall be published in a newspaper, if there be one in the County where such corporation is located, and in a newspaper in the city of Charleston; and if any Board of Directors shall fail to do so, the said Directors shall be personally liable, jointly and severally, for all debts of the company, then existing, and for all that shall be contracted before such notice is given.

Shares, per

sonal estate. Ib., 10.

Loan and dirision of capital;


Ib., § 11.

SEC. 13. The shares in the capital stock of such corporation shall be deemed personal estate; and the mode of issuing the evidence of stock, and the manner, terms and conditions of assigning and transferring shares, be prescribed by the by-laws of each corporation.

SEC. 14. No part of the capital stock of such companies shall, hability of Di- at any time, or upon any pretence whatever, be loaned to the stockholders; neither shall the capital be withdrawn or divided among the stockholders until all the liabilities of the company are lawfully paid, and no dividends shall be declared except from the net earnings of the company. The Directors consenting to such withdrawal

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