West Virginia Constitution Article XI. Corporations
Here is a summary of Article XI – Corporations from the West Virginia Constitution:
West Virginia Constitution – Article XI: Corporations
Purpose:
This article regulates the formation, powers, and limitations of corporations in West Virginia, with an emphasis on ensuring corporate accountability and public oversight.
Key Sections & Provisions:
§1 – Corporate Powers by General Laws Only:
Corporations may only be formed under general laws, not by special legislative acts.
This promotes fairness and avoids favoritism by requiring all corporations to follow the same rules.
§2 – Corporate Charters Revocable for Abuse:
The Legislature reserves the right to alter, revoke, or annul corporate charters for abuse or misuse of privileges.
§3 – Corporate Property Subject to Taxation:
All corporate property is subject to taxation the same as that of individuals.
§4 – Liability of Stockholders:
Stockholders in a corporation are generally not personally liable for corporate debts beyond their investment, unless otherwise specified by law.
§5 – Common Carriers as Public Entities:
Railroads and other transportation companies (common carriers) are considered public highways and are subject to regulation.
The state retains the power to control fares, freight rates, and establish fair practices.
§6 – Eminent Domain Over Corporations:
The right of eminent domain (i.e., taking private property for public use) extends to property held by corporations.
§7 – Discrimination Prohibited by Carriers:
Transportation and telegraph companies are prohibited from unjust discrimination or giving undue preferences to individuals or locations.
§8 – Interlocking Directorates Prohibited:
Officers of transportation and transmission companies may not serve on the boards of competing companies, reducing potential conflicts of interest.
§9 – Enforcement of Duties:
The Legislature is required to pass laws enforcing the duties and obligations imposed by this article.
Significance:
Article XI reflects the historical context of the late 19th century, when states were increasingly concerned about the power of corporations, particularly railroads. It seeks to ensure that corporations operate under strict legal boundaries, with transparency, and in the public interest.
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