Washington Hall: Act of Incorporation, 1850

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- from "Acts of the General Assembly of Virginia Passede at the Extra and Regular Sessions in 1849 & 1850, and in the Seventy-Third and Seventy-Fourth Years of the Commonwealth," Ritchie, William F., Richmond, Va., 1850.
 

CHAP. 264.—An ACT to incorporate the Washington hall association of Wheeling

[Passed March 22, 1850.]

Whereas it is represented to the general assembly, that Morgan Nelson, William Hamilton, George W. Sights, William T. Selby, Alexander T. Laidley, William S. Wickham, Jacob M. Warden, John McLure, junior, Frederick K. Bashore and sundry others, have, as a joint stock association, agreed to take and pay for a large amount of stock in said association for the purpose of erecting a public building in the city of Wheeling; the first story of which it is contemplated to use for business rooms; the second story to be used as a hall for the accommodation of public assemblies, lectures, musical concerts, scientific and other exhibitions, and such other purposes as the company or board of trustees may deem expedient; and the third story to be used for such purposes as the said association or board of trustees may from time to time order and direct; said association to be under the management of nine trustees, to be appointed by the stockholders as is hereinafter directed, and to be called “The Washington Hall Association:” Now, therefore, in order to enable the said persons and their associates to carry into effect their purpose aforesaid.

1. [Washington hall incorporated.] Be it enacted,  That the said Morgan Nelson, Willam Hamilton, George W. Sights, William T. Selby, Alexander T. Laidley, William S. Wickham, Jacob M. Warden, John McLure, junior, Frederick K. Bashore and their associates, be and they are hereby constituted a body politic and corporate by the name of “The Washington Hall Association,” [Corporate powers.] by which name they shall have perpetual succession, may sue and be sued, contract and be contracted with, and have and use a common seal, with power to purchase, take and hold lands, tenements, goods, chattels and moneys, for the use and benefit of such association: [Capital.] Provided, That the capital stock of said association shall not be less than ten thousand nor more than thirty thousand dollars, which shall be divided into shares of twenty dollars each.
2. [General meeting, when and where to be held.] A general meeting of the stockholders for the adoption of by-laws for the government of the association and for the election of a board of trustees shall be held in the city of Wheeling, as soon after the passage of this act as shall be convenient, at such time and place as the said Morgan Nelson, William Hamilton, George W. Sights, William T. Selby, Alexander T. Laidley, William S. Wickham, Jacob M. Warden, John McLure, junior, and Frederick K. Bashore, or a majority of them, shall appoint, and annually thereafter: [By-laws.] Provided, That not less than ten thousand dollars of the said stock shall be first subscribed. The stock holders in general meetings may make any by-laws, regulations and orders respecting the affairs of the association not inconsistent with the constitution or laws of this state or of the United States.
3. [Capital deemed personal estate and transferable] The capital stock of the association shall be deemed to every intent, and may be transferred on the books of the association in such manner as the by-laws shall prescribe.
4. [Trustees, how elected.] The affairs of the association shall be managed by nine trustees, to be elected by the stockholders by ballot in general meeting annually, at such time as they shall by their by-laws appoint; but should the trustees not be elected in any year on the day appointed for that purpose, [Term of office.] this corporation shall not for that cause be dissolved, but the trustees in office shall continue in office until a new election be thereafter effected as may be provided by the by-laws.
5. [President and officers, how appointed] The trustees or a majority of them shall choose by ballot a president, secretary, treasurer, and such other officers or agents as they shall deem necessary, and shall have power to make such contracts as they may consider conducive to the interests of the association, [Requisitions on stockholders.] and to require the subscribers to the stock of the association, to pay in the stock by them severally subscribed for, to the treasurer or such other person or persons as they shall for that purpose appoint, at such times and in such instalments as they shall fix and specify: Provided, That not more than two dollars per share shall be required to be paid at any one time, and that ten days' notice shall be given of all such requisitions, and at least one month shall intervene between each payment.
6. [Remedy against delinquents.] When any stockholder shall fail to pay any subscription or instalment due to said association when thereto lawfully required, it shall be lawful for said association to recover judgment for the amount so due, in any court of record within this commonwealth on motion, on giving such stockholder ten days' notice of such motion; [Remedy against treasurer for default] or in case the treasurer of said association shall fail to account for and pay over any money or other thing belonging to said association, when thereto lawfully required, it shall be lawful for said association in like manner and on the like notice, to recover judgment against such treasurer and his securities, their executors or administrators jointly, for such amount as the said treasurer shall be found indebted to said association.
7. [Bond required of treasurer.] The trustees shall require their treasurer to give bond with good security, in such penalty as they shall consider reasonable, conditioned for the faithful discharge of his duties.
8. [Who eligible as trustees; vacancies supplied.] None but stockholders shall be eligible as trustees; vacancies in the board of trustees occasioned by the death, resignation, removal from the county of Ohio, or by the legal disability of any trustee, may be filled by the remaining trustees.
9. [Amount of stock to be held by one person.] No one shall acquire or hold by subscription, or by purchase from other stockholders, either directly or indirectly, more than fifty shares of the capital stock of said association. [General meetings, how constituted.] The presence of a majority interest of the stockholders shall be necessary to constitute a general meeting. [Votes of proxies.] The presence and votes of the stockholders may be in person or by proxy: Provided, That no one shall be allowed more than twenty votes by virtue of any proxy or proxies; nor shall such proxies be legal unless given in writing, in such form as the by-laws may provide, written two months next preceding the meeting at which they shall be used. [Notice of general meetings.] One weeks' notice at least shall be given of all general meetings of the stockholders, by advertisement in some newspaper printed in the city of Wheeling; [Ratio of votes.] and at all such meetings each stockholder shall be entitled to one vote for every share of stock owned by them respectively up to the number of ten inclusive, and two votes for every five additional shares.
10. [Evidences of debt and transfers of real estate, how recorded.] Leases, contracts and conveyances respecting the real estate of the association, when duly authorized, may be executed and acknowledged for record on behalf of the association, by the president or any other person specially authorized by the board of trustees.
     

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