|Pages 438-450||Pages 463-476|
| CHAP. XIX.
An act for clearing and improving the navigation of James river.
|[Chap. LVIII in original.]|
|I. WHEREAS the clearing and extending the navigation of James river from the tide water upwards to the highest parts practicable on the main branch thereof, will be of great public utility, and many persons are willing to subscribe large sums of money to effect so laudable and beneficial a work; and it is just and proper that they, their heirs, and assigns, should be empowered to receive reasonable tolls in satisfaction for the money advanced by them in carrying the work into execution, and for the risk they run: And whereas it may be necessary to cut canals and erect locks, or other works on the sides of the said river:||James River company incorporated.|
|II. Be it enacted by the General Assembly, That it shall and may be lawful to open books in the city of Richmond, the borough of Norfolk, at Botetourt court-house, at the town of Lewisburg, in Greenbrier county, and at Charles Irving's store, in Albemarle, for receiving and entering subscriptions to the amount of one hundred thousand dollars, for the said undertaking, under the management of Turner Southall and James Buchanan, in the city of Richmond; of Robert Taylor, John Kearnes, and Thomas Newton, jun. in the borough of Norfolk; of William Cabell and Charles Irving, at Irving's store; Patrick Lockhart and George Skellern, at Botetourt courthouse; George Clendinen and Andrew Donnolly, at Lewisburg; which subscriptions shall be made personally, or by power of attorney, and shall be in Spanish milled dollars, but may be paid in other silver, or in gold coin of the same value. That the said books shall be opened for receiving subscriptions, on the first day of February next, and||Books to be opened for subscription.|
|continue open until the tenth day of August next inclusive; and on the twentieth day of the said month of August, there shall be a general meeting of the subscribers, at the city of Richmond, of which meeting notice shall be given by the said managers, or any three of them, in the Virginia Gazette, at least one month next before the said meeting. And such meeting shall and may be continued from day to day, until the business is finished. And the acting managers at the time and place aforesaid, shall lay before such of the subscribers as shall meet according to the said notice, the books by them respectively kept, containing the state of the said subscriptions, and if one half of the capital sum aforesaid, should, upon examination, appear not to have been subscribed, then the said managers, at the said meeting, are empowered to take and receive subscriptions to make up the deficiency; and a just and true list of all the subscribers, with the sums subscribed by each, shall be made out and returned by the said managers, or any four or more of them, under their hands, into the general court, to be there recorded. And in case more than one hundred thousand dollars shall be subscribed, then the same shall be reduced to that sum by the said managers, or a majority of them, by beginning at and striking off from the largest subscription or subscriptions, and continuing to strike off a share from all subscriptions under the largest, and above one share, until the sum is reduced to the capital aforesaid, of one hundred thousand dollars, or until a share is taken from all the subscriptions above one share, and lots shall be drawn between subscribers of equal sums, to determine the number in which such subscribers shall stand on a list to be made for striking off as aforesaid; and if the sum subscribed still exceeds the capital as aforesaid, then to strike off by the same rule, until the sum subscribed is reduced to the capital aforesaid, or all the subscriptions are reduced to one share; and if there still be an excess, then lots to be drawn to determine the subscribers who are to be excluded, to reduce the subscriptions to the capital aforesaid, which striking off shall be certified in the list aforesaid; and the said capital sum shall be reckoned and divided in to five hundred shares of two hundred dollars each, of which every person subscribing may take and subscribe for one or more whole shares, and not otherwise.|| Meeting of the subscribers.|
Amount of capital.
In case of an oveplus subscription, of reducing it.
Capital to be divided into 600 shares.
|Provided, That unless one half of the said capital shall be subscribed, all subscriptions made in consequence of this act, shall be void; and in case one half, and less than the whole of the said capital shall be subscribed as aforesaid, then the president and directors are hereby empowered and directed to take and receive the subscriptions which shall be first offered, in whole shares as aforesaid, until the deficiency shall be made up, a certificate of which additional subscriptions shall be made, under the hands of the president and directors, or a majority of them for the time being, and returned to and recorded in the general court as aforesaid.||Unless one half of capital subscribed, the whole to be void.|
|III. And be it enacted, That in case one half of the said capital, or a greater sum, shall be subscribed as aforesaid, the said subscribers, and their heirs and assigns, from the time of the said first meeting, shall be, and are hereby declared to be incorporated into a company, by the name of the "James River Company," and may sue and be sued as such; and such of the said subscribers as shall be present at the said meeting, or a majority of them, are hereby empowerd and required to elect a president and four directors, for conducting the said undertaking, and managing all the said company's business and concerns, for and during such time, not exceeding three years, as the said company's business and concerns, for and during such time, not exceeding three years, as the said subscribers, or a majority of them, shall think fit. And in counting the votes of all general meetings of the said company, each member shall be allowed one vote for every share, as far as ten shares, and one vote for every five shares above ten, by him or her held at the time in the said company; and any proprietor, by writing under his or her hand, executed before two witnesses, may depute any other member or proprietor to vote and act as proxy for him or her, at any general meeting.|| To be incorporated as a company. |
Style of corporation.
Rules for electing officers.
|IV. And be it enacted, That the said president and directors so elected, and their successors, or a majority of them assembled, shall have full power and authority, to agree with any person or persons, on behalf of the said company, to cut such canals, and erect such locks, and perform such other works as they shall judge necessary for opening, improving, and extending the navigation of the said river above tide water, to the highest part thereof, to which navigation can be extended, and carrying on the same from place to place, and from||Authority of president and directors to make contracts.|
|time to time, and upon such terms, and in such manner, as they shall think fit; and out of the money arising from the subscriptions and the tolls, and other aids herein after given, to pay for the same, and to repair and keep in order the said canals, locks, and other works necessary thereto, and to defray all incidental charges; and also to appoint a treasurer, clerk, and such other officers, toll gatherers, managers, and servants, as they shall judge requisite, and to agree for and settle their respective wages or allowances, and to settle and sign their accounts; and also to make and establish rules of proceeding, and to transact all the other business and concerns of the said company, in and during the intervals between the general meetings of the same; and they shall be allowed as a satisfaction for their trouble therein, such sum of money as shall, by a general meeting of the subscribers, be determined. Provided always, That the treasurer shall give bond, in such penalty, and with such security, as the said president and directors, or a majority of them, shall direct, for the true and faithful discharge of the trust reposed in him, and that the allowance to be made to him for his services, shall not exceed three pounds in the hundred, for the disbursements by him made; and that no officer in the said company shall have any vote in the passing or settlement of his own account.|| To appoint officers, and fix their
Bond and security, by treasurer.
Limitation of compensation.
|V. And be it enacted, That the said president and directors, and their successors, or a majority of them, shall have full power and authority, from time to time, as money shall be wanted, to make and sign orders for that purpose, and direct at what time, and in what proportion the proprietors shall advance and pay off the sums subscribed, which orders shall be advertised at least one month in the Virginia Gazettes; and they are hereby authorized and empowered to demand and receive of the several proprietors, from time to time, the sums of money so ordered to be advanced for carrying on and executing, or repairing and keeping in order the said works, until the sums subscribed shall be fully paid, and to order the said sums to be deposited into the hands of the treasurer, to be by him disbursed and paid out as the said president and directors, or a majority of them, shall order and direct. And if any of the said proprietors shall refuse or neglect to pay their said proportions, within one month after the same shall|| Mode of collecting amount of shares, subscribed for.|
May sell shares of delinquent subscribers.
|be so ordered and advertised, as aforesaid, the said president and directors, or a majority of them, may sell at auction, and convey to the purchaser, the share or shares of such proprietor so refusing or neglecting payment, giving at least one month's notice of the sale in the Virginia Gazette; and after retaining the sum due, and charges of sale out of the money produced thereby, they shall refund and pay the overplus, if any, to the former owner; and if such sale shall not produce the full sum ordered and directed to be advanced, as aforesaid, with the incidental charges, the said president and directors, or a majority to them, may, in the name of the company, sue for and recover the balance by action of debt, or on the case; and the said purchaser or purchasers, shall be subject to the same rules, and regulations, as if the said sale and conveyance had been made by the original proprietor. And to continue the succession of the said president and directors, and to keep up the same number;|| May sue for deficiencies arising on sales.|
|VI. Be it enacted, That from time to time, upon the expiration of the said term, for which the said president and directors were appointed, the proprietors of the said company, at the next general meeting, shall either continue the said president and directors, or any of them, or choose others in their stead; and in case of the death, removal, resignation, or incapacity to the president, or any of the said directors, may and shall, in the manner aforesaid, elect any other person or persons, to be president and directors, in the room of him or them so dying, removing, or resigning; and may at any of their general meetings, remove the president or any of the directors, and appoint others for and during the remainder of the term, for which such person or persons were at first to have acted.|| Election of officers.|
Officers how removed.
|VII. And be it enacted, That every president and director, before he acts as such, shall take an oath or affirmation, for the due execution of his office.||Oath of office.|
|VIII. And be it enacted, That the presence of proprietors, having one hundred shares at the least, shall be necessary to constitute a general meeting; and that there be a general meeting of proprietors on the first Monday of October, in every year, at such convenient town as shall be, from time to time, appointed by the said general meeting; but if a sufficient number should not attend on that day, the proprietors who do attend||Meetings of the company.|
|may adjourn such meeting from day to day, till a general meeting of proprietors shall be had, which may be continued from day to day, until the business of the company is finished, to which meeting, the president and directors shall make report, and render distinct and just accounts of all their proceedings; and on finding them fairly and justly stated, the proprietors then present, or a majority of them, shall give a certificate thereof, a duplicate of which shall be entered on the said company's books; and at such yearly general meetings, after leaving in the hands of the treasurer such sum, as the proprietors, or a majority of them, shall judge necessary for repairs and contingent charges, an equal dividend of all the neat profits arising from the tolls hereby granted, shall be ordered and made, to and among all the proprietors of the said company, in proportion to their several shares; and upon any emergency in the interval between the said yearly meetings, the said president, or a majority of the said directors, may appoint a general meeting of the proprietors of the said company, at any convenient town, giving at least one month's previous notice in the Virginia Gazette, which meeting may be adjourned and continued as aforesaid.|
|IX. And be it enacted, That for and in consideration of the expences the said proprietors will be at, not only in the cutting the said canals, erecting locks, and other works for opening the different falls of the said river, and in improving and extending the navigation thereof, but in maintaining and keeping the same in repair, the said canals and works, with all their profits, shall be, and the same are hereby vested in the said proprietors, their heirs, and assigns, for ever, as tenants in common, in proportion to their respective shares, and the same shall be deemed real estate, and be for ever exempt from payment of any tax, imposition, or assessment whatever; and that it shall and may be lawful for the said president and directors, at all times forever hereafter, to demand and receive, at the most convenient place, at or near the falls between Westham and tide water, tolls according to the following table of rates, to wit:|| Property vested in the holders of shares,
as tenants in common.|
Declared real estate.
Exempt from taxations.
|Which tolls may be discharged in foreign gold or silver coin of the present fineness, at the present rates: But if any of the coin aforesaid, should hereafter be rendered less valuable than they are at present, either by lessening their weight, or therewith adding a greater quantity to alloy than is in them respectively at present,|
|then so much of any of the said coins, the value of which is so reduced, to be received for the tolls aforesaid, as is equal in value to the said coins in their present state of fineness and weight, shall be payable for the said tolls, at their reduced value only. And in case of refusal or neglect to pay the toll at the time of offering to pass through any of the said places, and previous to the vessel's passing through the same, the collectors of the said tolls may lawfully refuse passage to such vessel; and if any vessel shall pass through without paying the said toll, then the said collectors may seize such vessel, wherever found, and sell the same at auction, for ready money, which, so far as is necessary, shall be applied towards paying the said toll, and all expences of seizure, and the balance (if any) shall be paid to the owner; and the person having the direction of such vessel, shall be liable for the toll, if the same is not aid by the sale of such vessel, as aforesaid. Provided, That the said proprietors, or a majority of them, holding at least three hundred shares, shall have full power and authority, at any general meeting, to lessen the said tolls, or any of them, or to determine that any article may pass free of toll.|| In case of refusal to pay toll, passage to vessels may be
Or vessel may be seized and sold.
Tolls may be reduced.
|X. Be it enacted, That the said river, and the works to be erected thereon in virtue of this act, when completed, shall forever thereafter, be esteemed and taken to be navigable as a public highway, free for the transportation of all goods, commodities, or produce whatsoever, on payment of the tolls imposed by this act; and no other toll or tax whatever, for the use of the water of the said river, and the works thereon erected, shall, at any time hereafter, be imposed: And whereas, it is necessary for the making the said canal, locks, and other works, that a provision should be made for condemning a quantity of land for the purpose.||River and works to be deemed a public highway.|
|XI. Be it enacted, That it shall and may be lawful, for the said president and directors, or a majority of them, to agree with the owners of any land, through which the said canal is intended to pass, for the purchase thereof; and in case of disagreement, or in case the owner thereof shall be a feme covert, under age, non compos, or out of the state, on application to any two justices of the county in which such land shall lie, the said||Cempany may purchase lands.|
|justices shall issue their warrants under their hands, to the sheriff of their county, to summon a jury of twenty-four inhabitants of his county of property and reputation, not related to the parties, nor in any manner interested, to meet on the land to be valued, at a day to be expressed in the warrant, not less than ten, nor more than twenty days thereafter; and the sheriff upon receiving the said warrant, shall forthwith summon the said jury, and when met, provided there be not less than twelve, shall administer an oath or affirmation to every juryman that shall appear; "That he will faithfully, justly, and impartially, value the land, (not exceeding in any case the width of one hundred and fifty feet) and all damages the owner thereof shall sustain by the cutting the canal through such land, according to the best of his skill and judgment; and that in such valuation, he will not spare any person for favor or affection, nor any person grieve for hatred, malice, or ill will." And the inquisition thereupon taken, shall be signed by the sheriff, and some twelve or more of the jury, and returned by the sheriff to the clerk of his county, to be by him recorded: And upon every such valuation, the jury is hereby directed, to describe and ascertain the bounds of the land by them valued, and their valuation shall be conclusive on all persons, and shall be paid by the said president and directors, to the owner of the land, or his legal representative; and on payment thereof, the said company shall be seized in fee of such land, as if conveyed by the owner thereof to them, and their successors, by legal conveyance. Provided nevertheless, That if any farther damage shall arise to any proprietor of land, in consequence of opening such canal, or in erecting such works, than had been before considered and valued, it shall and may be lawful for such proprietor, as often as any such new damage shall happen, by application to, and a warrant from, any two jutices of the county where the lands lie, to have such farther damage valued in like manner, and to receive and recover the same of the said present and directors, but nothing herein shall be taken or construed to entitle the proprietor of any such land to recover compensation for any damages which may happen to mills, forges, or other works or improvements which shall be begun or erected by such proprietor, after such first valuation, unless the same damage is wilfully or maliciously done|| Or, have them condemned by a jury.|
Further damages, how compensated.
|by the said president and directors, or some person by their authority.|
|XII. And be it enacted, That the said president and directors, or a majority of them, are hereby authorized to agree with the proprietors for the purchase of a quantity of land, not exceeding one acre, at or near the places of receipt of tolls aforesaid, for the purpose of erecting necessary buildings; and in case of disagreement, or any of the disabilities aforesaid, or the proprietor being out of the state, then such land may be valued, condemned, and paid for as aforesaid, for the purpose aforesaid; and the said company shall, upon payment of the valuation of the said land, be seized thereof in fee simple as aforesaid: And whereas, some of the places through which it may be necessary to conduct the said canals, may be convenient for erecting mills, forges, or other water works, and the persons, possessors of such situation, may design to improve the same, and it is the intention of this act, not to interfere with private property, but for the purpose of improving and perfecting the said navigation;||Land whereon to erect buildings for toll-houses, &c. how acquired, and how much.|
|XIII. Be it enacted, That the water or any part thereof, conveyed through any canal or cut made by the said company, shall not be used for any purpose but navigation, unless the consent of the proprietors to the land through which the same shall be led, be first had; and the said president and directors, or a majority of them, are hereby empowered and directed, if it can be conveniently done, to answer both the purposes of navigation and water works aforesaid, to enter into reasonable agreements with the proprietors of such situation, concerning the just proportion of the expences of making large canals or cuts capable of carrying such quantities of water as may be sufficient for the purposes of navigation, and also for any such water works as aforesaid.||No water to be used from canal but for navigation, without consent of proprietors.|
|XIV. And be it enacted, That it shall and may be lawful for every of the said proprietors to transfer his share or shares, by deed executed before two witnesses, and registered after proof of the execution thereof, in the said company's books, and not otherwise, except by devise, which devise shall also be exhibited to the president and directors, and registered in the company's books, before the devisee or devisees shall be entitled to draw any part of the profits from the said tolls. Provided,||Shares transferrable, in what manner.|
|That no transfer whatsoever shall be made, except for one or more whole share or shares, and not for part of such shares; and that no share shall at any time be sold, conveyed, transferred, or held in trust, for the use and benefit, or in the name of another, whereby the said president and directors, or proprietors of the said company, or any of them, shall or may be challenged, or made to answer concerning any such trust, but that every person appearing as aforesaid to be a proprietor, shall, as to the others of the said company, be to every intent taken absolutely as such, but as between any trustee and the person for whose benefit any trust shall be created, the common remedy may be pursued.||Restrictions.|
|XV. And it is hereby farther provided, That each proprietor who shall be desirous of selling his share or shares, shall first offer the same to such person as shall be hereafter empowered by the general assembly to purchase shares on public account; and it is hereby declared, that such person acting for the commonwealth, shall have the preference in all such sales, if he will give the same consideration for which the proprietor shall really and bona fide sell. And whereas, it hath been represented to this general assembly, that sundry persons are willing and desirous on account of the great public advantages and improvement their estates may receive thereby, to promote and contribute towards so useful an undertaking, and to subscribe sums of money to be paid, on condition the said works are really compleated and carried into execution, but do not care to run any risk, or desire to have any property therein:||Shares to be first offered to the public.|
|XVI. Be it therefore enacted, That the said president and directors shall be, and are hereby empowered to receive and take in subscriptions upon the said condition, and upon the said works being compleated and carried into execution according to the true intent and meaning of this act, that it shall and may be lawful for the said president and directors, or a majority of them, in case of refusal or neglect of payment, in the name of the company as aforesaid, to sue for, and recover of the said subscribers, their heirs, executors, or administrators, the sums by them respectively subscribed, by action of debt, or upon the case, in any court of record within this state.||Officers empowered to take in subscriptions.|
|XVII. And be it enacted, That if the said capital, and the other aids already granted by this act, shall prove insufficient, it shall and may be lawful for the said company, from time to time, to increase the said capital, by the addition of so many more whole shares as shall be judged necessary by the said proprietors, or a majority of them holding at least three hundred shares, present at any general meeting of the said company; and the said president and directors, or a majority of them, are hereby empowered and required, after giving at least one month's previous notice thereof in the Virginia Gazettes, to open books in the before mentioned places for receiving and entering such additional subscriptions, in which the proprietors of the said company for the time being, shall, and are hereby declared to have the preference of all others for the first thirty days after the said books shall be opened as aforesaid, of taking and subscribing for so many whole shares, as any of them shall choose. And the said president and directors, are hereby required to observe, in all other respects, the same rules therein as are by this act prescribed for receiving and adjusting the first subscriptions, and in like manner to return under the hands of any three or more of them, an exact list of such additional subscribers, with the sums by them respectively subscribed, into the general court, as aforesaid, to be there recorded; and all proprietors of such additional shares shall, and they are hereby declared to be, from thenceforward incorporated into the said company.||Capital of company may be augmented.|
|XVIII. And it is hereby enacted and declared, That the tolls herein before allowed to be demanded and received at the place above-mentioned, are granted, and shall be paid on condition only, that the said "James River Company" shall make the river well capable of being navigated in dry seasons by vessels drawing one foot water at least, from the highest place practicable to the Great Falls, beginning at Westham, and shall at or near the said falls, make such cut or cuts, canal or canals, with sufficient locks, if necessary, each of eighty feet in length, and sixteen feet in breadth, as will open a navigation to tide water, in all places at least twenty-five feet wide, except at such locks, and capable of conveying vessels or rafts drawing four feet water at the least, into tide water, or shall render such part of the river navigable in the natural course.||Conditions on which tolls may be demanded.|
|XIX. And it is hereby provided and enacted, That in case the said company shall not begin the said work within one year after the said company shall be formed, or shall not compleat the same within ten years thereafter, then shall all the interest of the said company, and all preference in their favor as to the navigation and tolls aforesaid, be forfeited, and cease. Provided, That in case the navigation shall be opened from Westham to tide water, before the opening of the river above Lynch's ferry, the tolls above mentioned may be collected until the expiration of ten years, from the time at which the company shall have been formed.||On failure, charter to be forfeited.|
|XX. And be it farther enacted, That the treasurer of this commonwealth shall be authorized and directed to subscribe to the amount of one hundred shares in behalf of the same, and the money necessary in consequence of such subscription, shall be paid as the same shall be required. And the treasurer for the time being, shall have a right to vote according to such shares, in person or by proxy, appointed by him, and shall receive the proportion of the tolls aforesaid, which shall from time to time become due to this state for the shares aforesaid.|| Taesurer of the commonwealth to subscribe for one
And to vote, and receive tolls in proportion.
|XXI. And be it farther enacted, That so much of every act and acts within the purview of this act, shall be, and the same is hereby repealed. Provided nevertheless, That nothing in this act shall be construed so as to take away the right which the representatives of John Ballendine have to that part of the canal which is already begun, and to all the advantages resulting from the same; but the same shall be valued by a jury, in manner and form as [is] before directed and the said jury shall determine; or they shall receive, at their option, the value thereof in money, to be estimated by the said jury.||Acts within the purview of this, hereby repealed.|
|Pages 438-450||Pages 463-476|