CHAP. 631. -- An ACT to incorporate the Broadwater oyster association for the following purposes: To promote by the application of scientific methods, by experimental research, and by all other appropriate means, the propagation, cultivation, and impro...

1. Be it enacted by the general assembly of Virginia, That Joseph L. Ferrell, Zoro Willis, 0. F. Mears, and G. S. Kendall, residents, and Thomas S. Parvin, John C. Sims, Samuel T. Wellman, Frank Hipple, Daniel S. Newhall, and William C. Alderson, non-residents of the state of Virginia, or such of them as may accept the provisions of this act, their associates and successors, be, and they are hereby, incorporated and made a body politic and corporate under the name and style of Broadwater oyster association, and by that name shall be known in law and shall have perpetual succession, and have power to sue and be sued, plead and be impleaded, defend and be defended in all courts, whether at law or in equity; and may make and have a common seal, and alter and renew the same at pleasure; and shall have, enjoy, and exercise all the rights, powers and privileges pertaining to corporate bodies and necessary for the purposes of this act; and may make by-laws, rules and regulations consistent with the existing laws of the state of Virginia for the government of all under its authority, the management of its properties, and the due and orderly conduct of its affairs.

2. The said association is authorized and empowered to promote, by the application of scientific methods, by experimental research, and by all other appropriate means, the propagation, cultivation, and improvement of the oyster; to plant oysters in Virginia waters on the east or ocean side of Northampton county; to fatten oysters in artificial parks and elsewhere; to shuck and prepare oysters for the market, and to take, buy, sell and deal in oysters, clams, and other shell fish: provided, however, that no oysters shall be taken by the said association except for planting the same upon the lands to be assigned to the said association as hereinafter provided or for shipment after being so planted; and provided, further, that the said association shall only employ, in taking or catching oysters residents of the state of Virginia within the meaning or as defined by the general laws of this state for taking or catching oysters, and the said association may, for its operations, occupy at the same rent per acre and on the same terms as individual citizens or residents of this state, oyster planting grounds in one or more parcels in the waters aforesaid, consisting of marsh and shoal, bed and bottom, to the amount of not exceeding in the aggregate at any one time five hundred acres, and may have the same surveyed, planted, and assigned to it on application to the proper officer in the manner provided by law; and may, in addition thereto, buy, lease, or otherwise acquire, own, hold, use, sell, or otherwise dispose of all such land on the island of Broadwater (formerly known as Hog island) and elsewhere, not exceeding in the aggregate at any one time three thousand acres, together with artificial parks, shucking and packing houses, warehouses, and other buildings, wharves, water works, machinery, vessels, boats, wagons, cars, and other vehicles, tools, and other property necessary or useful for the operations of the association.

3. The said association shall have a capital stock, which shall be not less than fifty thousand dollars, and may, with the consent of a majority of the stockholders of the association, be increased from time to time to any amount not exceeding five hundred thousand dollars by the issue or sale of shares, the par value of which shall be one hundred dollars each, upon such terms and conditions and under such regulations as may be prescribed by the board of directors of the association; and of the entire capital stock of the association such part shall be preferred and such part common as the board of directors of the association shall from time to time determine; and the directors may receive real or personal property, contracts, services, or other things of value in full or part payment or exchange for such issue or sale of the capital stock.

4. The persons first named in this act, or such of them as shall i accept the provisions hereof, shall organize the association, constitute its first board of directors, and continue in office until the first meeting of the stockholders thereof. At such first meeting, and at 's every annual meeting, as many directors shall be elected as may be prescribed by the by-laws of the association : provided that the number shall not be less than five; and the directors so elected may be removed by the stockholders in general meeting, but unless so removed they shall continue in office until their successors shall be elected and qualified. Each stockholder in the association shall at all meetings or elections be entitled to one vote for each share of stock registered in his name.

5. The directors shall choose one of their number president, and may fill all vacancies that may occur in the board, unless by removal, in which case the same shall be filled by the stockholders in general meeting. Whenever the board of directors shall have elected a president and the minimum amount of capital stock herein named shall have been subscribed, issued, or sold, the association shall be considered legally organized, and may proceed to the transaction of business. The board shall appoint, to hold during its pleasure, the subordinate officers and agents of the association, prescribe their compensation, and take from them such bonds, with security, as they may deem fit.

6. The board of directors may establish offices and agencies at such places in this state and elsewhere as they may deem proper, but the principal office of the association shall be located at Broadwater island, in the state of Virginia.

7. The annual meeting of the stockholders of the association shall be held at the principal office of the association at such time as the by-laws of the association may prescribe. A general meeting of the stockholders of the association may be held at any time in accordance with section eleven hundred and fourteen of the present code of Virginia.

8. The association shall issue certificates of its stock in shares of one hundred dollars each, signed by the president and countersigned by the secretary of the association. The said shares shall be transferable only upon the books of the association by the stockholders, their personal representatives or duly authorized agents or attorneys, and the said certificates, when the stock represented by them is transferred as aforesaid, shall be returned to the said association and cancelled, and new certificates of stock shall be issued in lieu thereof to the person entitled thereto for a like number of shares.

9. It shall be lawful for said association to borrow money and to issue and sell its bonds from time to time for such sums and on such terms as its board of directors may deem expedient and proper in the prosecution of its business, and the association may secure the payment of said bonds by mortgages or deeds of trust upon all and any portion of its property and franchises, including its franchise to be a corporation; and it shall be lawful for the association to subscribe for, own, and hold the stock and bonds of any companies or associations incorporated in this state or elsewhere; and any corporations or citizens of this or any other state may subscribe for, own, and hold the stock and bonds of this association.

10. No stockholder in the said association shall be held liable or made responsible for its debts and liabilities in a larger or further sum than the amount of any unpaid balance due to the said association upon his stock according to the sale or issue thereof.

11. All taxes and debts due or to become due to the state of Virginia by the association shall be paid in lawful money of the United States, and not in coupons.

12. Work shall be commenced under this charter within twelve months from its passage.

13. This act shall be in force from its passage.