"company" shall include all trusts, associations and joint stock
companies having any powers or privileges not possessed by
individuals or unlimited partnerships, and exclude all municipal
corporations and public institutions owned or controlled by the
State; the term "charter" shall be construed to mean the charter
of incorporation by, or under, which any such corporation is
formed; the term "transportation company" shall include any
company, trustee, or other person owning, leasing or operating for
hire a railroad, street railway, canal, steamboat or steamship
line, and also any freight car company, car association, or car
trust, express company, or company, trustee or person in any way
engaged in business as a common carrier over a route acquired in
whole or in part under the right of eminent domain; the term
"rate" shall be construed to mean "rate of charge for any service
rendered or to be rendered"; the terms "rate," "charge" and
"regulation," shall include joint rates, joint charges, and joint
regulations, respectively; the term "transmission company" shall
include any company owning, leasing, or operating for hire, any
telegraph or telephone line; the term "freight" shall be construed
to mean any property transported, or received for transportation,
by any transportation company; the term "public service
corporation" shall include all transportation and transmission
companies, all gas, electric light, heat and power companies, and
all persons authorized to exercise the right of eminent domain, or
to use or occupy any street, alley or public highway, whether
along, over, or under the same, in a manner not permitted to the
general public; the term "person," as used in this article, shall
include individuals, partnerships and corporations, in the
singular as well as plural number; the term "bond" shall mean all
certificates, or written evidences, of indebtedness issued by any
corporation and secured by mortgage or trust deed; the term
"frank" shall be construed to mean any writing or token, issued
by, or under authority of, a transmission company, entitling the
holder to any service from such company free of charge. The
provisions of this article shall always be so restricted in their
application as not to conflict with any of the provisions of the
Constitution of the United States, and as if the necessary
limitations upon their interpretation had been herein expressed in
each case.
SEC. 154. The creation of corporations, and the extension and
amendment of charters (whether heretofore or hereafter granted),
shall be provided for by general laws, and no charter shall be
granted, amended or extended by special act, nor shall authority
in such matters be conferred upon any tribunal or officer, except
to ascertain whether the applicants have, by complying with the
requirements of the law, entitled themselves to the charier,
amendment or extension applied for, and to issue, or refuse, the
same accordingly. Such general laws may be amended or repealed by
the General Assembly; and all charters and amendments of charters,
now existing and revocable, or hereafter granted or extended, may
be repealed at any time by special act. Provision shall be made,
by general laws, for the voluntary surrender of its charter by any
corporation, and for the forfeiture thereof for non-user or mis-
user. The General Assembly shall not, by special act, regulate the
affairs of any corporation, nor, by such act, give it any rights,
powers or privileges.
SEC. 155. A permanent commission, to consist of three members, is
hereby created, which shall be known as the State Corporation
Commission. The commissioners shall be appointed by the Governor,
subject to confirmation by the General Assembly in joint session,
and their regular terms of office shall be six years,
respectively, except those first appointed under this
Constitution, of whom, one shall be appointed to hold office until
the first day of February, nineteen hundred and four, one, until
the first day of February, nineteen hundred and six, and one,
until the first day of February, nineteen hundred and eight.
Whenever a vacancy in the commission shall occur, the Governor
shall forthwith appoint a qualified person to fill the same for
the unexpired term, subject to confirmation by the General
Assembly as aforesaid Commissioners appointed for regular terms
shall, at the beginning of the terms for which appointed, and
those appointed to fill vacancies shall, immediately upon their
appointments, enter upon the duties of their office, but no person
so appointed, either for a regular term, or to fill a vacancy,
shall enter upon, or continue in, office after the General
Assembly shall have refused to confirm his appointment, or
adjourned sine die without confirming the same, nor shall he be
eligible for reappointment to fill the vacancy caused by such
refusal or failure to confirm. No person while employed by, or
holding any office in relation to, any transportation or
transmission company, or while in any wise financially interested
therein, or while engaged in practicing law, shall hold office as
a member of said commission, or perform any of the duties thereof.
At least one of the commissioners shall have the qualifications
prescribed for judges of the Supreme Court of Appeals, and any
commissioner may be impeached or removed in the manner provided
for the impeachment or removal of a judge of said court. The
commission shall annually elect one of their members chairman of
the same, and shall have one clerk, one bailiff and such other
clerks, officers, assistants and subordinates as may be provided
by law, all of whom shall be appointed, and subject to removal, by
the commission. It shall prescribe its own rules of order and
procedure, except so far as the same are specified in this
Constitution or any amendment thereof. The General Assembly may
establish within the department, and subject to the supervision
and control, of the commission, subordinate divisions, or bureaus,
of insurance, banking or other special branches of the business of
that department. All sessions of the commission shall be public,
and a permanent record shall be kept of all its judgments, rules,
orders, findings and decisions, and of all reports made to, or by,
it. Two of the commissioners shall constitute a quorum for the
transaction of business, whether there be a vacancy in the
commission or not. The commission shall keep its office open for
business on every day except Sundays and legal holidays.
Transportation companies shall at all times transport, free of
charge, within this State, the members of said commission and its
officers, or any of them, when engaged on their official duties.
The General Assembly shall provide suitable quarters for the
commission and funds for its lawful expenses, including pay for
witnesses summoned, and costs of executing processes issued, by
the commission of its own motion, and shall fix the salaries of
the members, clerks, assistants and subordinates of the commission
and provide for the payment thereof, but the salary of each
commissioner shall not be less than four thousand dollars per
annum After the first day of January, nineteen hundred and eight,
the General Assembly may provide for the election of the members
of the commission by the qualified voters of the State, in which
event, vacancies thereafter occurring shall be filled as here
inbefore provided, until the expiration of twenty days after the
next general election, held not less than sixty days after the
vacancy occurs, at which election the vacancy shall be filled for
the residue of the unexpired term
SEC 156 (a) Subject to the provisions of this Constitution and to
such requirements, rules and regulations as may be prescribed by
law, the State Corporation Commission shall be the department of
government through which shall be issued all charters and
amendments or extensions thereof, for domestic corporations, and
all licenses to do business in this State to foreign corporations,
and through which shall be carried out all the provisions of this
Constitution, and of the laws made in pursuance thereof, for the
creation, visitation, supervision, regulation and control of
corporations chartered by, or doing business in, this State The
commission shall prescribe the forms of all reports which may be
required of such corporations by this Constitution or by law, it
shall collect, receive, and preserve such reports, and annually
tabulate and publish them in statistical form, it shall have all
the rights and powers of, and perform all the duties devolving
upon, the Railroad Commissioner and the Board of Public Works, at
the time this Constitution goes into effect, except so far as they
are inconsistent with this Constitution, or may be hereafter
abolished or changed by law
(b) The commission shall have the power, and be charged with the
duty, of supervising, regulating and controlling all
transportation and transmission companies doing business in this
State, in all matters relating to the performance of their public
duties and their charges therefor, and of correcting abuses
therein by such companies, and to that end the commission shall,
from time to time prescribe, and enforce against such companies,
in the manner hereinafter authorized, such rates, charges,
classifications of traffic, and rules and regulations, and shall
require them to establish and maintain all such public service,
facilities and conveniences, as may be reasonable and just, which
said rates, charges, classifications, rules, regulations and
requirements, the commission may, from time to time, alter or
amend. All rates, charges, classifications, rules and regulations
adopted, or acted upon, by any such company, inconsistent with
those prescribed by the commission, within the scope of its
authority, shall be unlawful and void. The commission shall also
have the right at all times to inspect the books and papers of all
transportation and transmission companies doing business in this
State, and to require from such companies, from time to time,
special reports and statements under oath concerning their
business, it shall keep itself fully informed of the physical
condition of all the railroads of the State, as to the manner in
which they are operated, with reference to the security and
accommodation of the public, and shall, from time to time, make
and enforce such requirements, rules and regulations as may be
necessary to prevent unjust or unreasonable discriminations by any
transportation or transmission company in favor of, or against,
any person, locality, community, connecting line, or kind of
traffic, in the matter of car service, train or boat schedule,
efficiency of transportation or otherwise, in connection with the
public duties of such company Before the commission shall
prescribe or fix any rate, charge, or classification of traffic,
and before it shall make any order, rule, regulation or
requirement directed against any one or more companies by name,
the company or companies to be affected by such rate, charge,
classification, order, rule, regulation or requirement, shall
first be given, by the commission, at least ten days' notice of
the time and place, when and where the contemplated action in the
premises will be considered and disposed of, and shall be afforded
a reasonable opportunity to introduce evidence and to be heard
thereon, to the end that justice may be done, and shall have
process to enforce the attendance of witnesses, and before the
commission shall make or prescribe any general order, rule,
regulation or requirement, not directed against any specific
company or companies by name, the contemplated general order,
rule, regulation or requirement shall first be published in
substance, not less than once a week for four consecutive weeks in
one or more of the newspapers of general circulation published in
the city of Richmond, Virginia, together with notice of the time
and place, when and where the commission will hear any objections
which may be urged by any person interested, against the proposed
order, rule, regulation or requirement, and every such general
order, rule, regulation or requirement, made by the commission
shall be published at length, for the time and in the manner above
specified, before it shall go into effect, and shall also, as long
as it remains in force, be published in each subsequent annual
report of the commission. The authority of the commission (subject
to review on appeal as hereinafter provided) to prescribe rates,
charges and classifications of traffic, for transportation and
transmission companies, shall be paramount, but its authority to
prescribe any other rules, regulations or requirements for
corporations or other persons shall be subject to the superior
authority of the General Assembly to legislate thereon by general
laws provided, however, that nothing in this section shall impair
the right which has heretofore been, or may hereafter be,
conferred by law upon the authorities of any city, town or county
to prescribe rules, regulations or rates of charge to be observed
by any public service corporation in connection with any services
performed by it under a municipal or county franchise granted by
such city, town or county, so far as such services may be wholly
within the limits of the city, town or county granting the
franchise. Upon the request of the parties interested, it shall be
the duty of the commission, as far as possible, to effect, by
mediation, the adjustment of claims, and the settlement of
controversies, between transportation or transmission companies
and their patrons
(c) In all matters pertaining to the public visitation, regulation
or control of corporations, and within the jurisdiction of the
commission, it shall have the powers and authority of a court of
record, to administer oaths, to compel the attendance of witnesses
and the production of papers, to punish for contempt any person
guilty of disrespectful or disorderly conduct in the presence of
the commission while in session, and to enforce compliance with
any of its lawful orders or requirements by adjudging and
enforcing by its own appropriate process, against the delinquent
or offending company (after it shall have been first duly cited,
proceeded against by due process of law before the commission
sitting as a court, and afforded opportunity to introduce evidence
and to be heard, as well against the validity, justness or
reasonableness of the order or requirement alleged to have been
violated, as against the liability of the company for the alleged
violation), such fines or other penalties as may be prescribed or
authorized by this Constitution or by law. The commission may be
vested with such additional powers, and charged with such other
duties (not inconsistent with this Constitution) as may be
prescribed by law, in connection with the visitation, regulation
or control of corporations, or with the prescribing and enforcing
of rates and charges to be observed in the conduct of any business
where the State has the right to prescribe the rates and charges
in connection therewith, or with the assessment of the property of
corporations or the appraisement of their franchises, for
taxation, or with the investigation of the subject of taxation
generally. Any corporation failing or refusing to obey any valid
order or requirement of the commission, within such reasonable
time, not less than ten days, as shall be fixed in the order, may
be fined by the commission (proceeding by due process of law as
aforesaid) such sum, not exceeding five hundred dollars, as the
commission may deem proper, or such sum in excess of five hundred
dollars, as may be prescribed, or authorized, by law; and each
day's continuance of such failure or refusal, after due service
upon such corporation of the older or requirement of the
commission, shall be a separate offence provided that should the
operation of such order or requirement be suspended pending an
appeal therefrom, the period of such suspension shall not be
computed against the company in the matter of its liability to
fines or penalties
(d) From any action of the commission prescribing rates, charges
or classifications of traffic, or affecting the train schedule of
any transportation company, or requiring additional facilities,
conveniences or public service of any transportation or
transmission company, or refusing to approve a suspending bond, or
requiring additional security thereon or an increase thereof, as
provided for in sub-section e of this section, an appeal (subject
to such reasonable limitations as to time, regulations as to
procedure and provisions as to costs, as may be prescribed by law)
may be taken by the corporation whose rates, charges or
classifications of traffic, schedule, facilities, conveniences or
service, are affected, or by any person deeming himself aggrieved
by such action, or (if allowed by law) by the Commonwealth. Until
otherwise provided by law, such appeal shall be taken in the
manner in which appeals may be taken to the Supreme Court of
Appeals from the inferior courts, except that such an appeal shall
be of right, and the Supreme Court of Appeals may provide by rule
for proceedings in the matter of appeals in any particular in
which the existing rules of law are inapplicable. If such appeal
be taken by the corporation whose rates, charges or
classifications of traffic, schedules, facilities, conveniences or
service are affected, the Commonwealth shall be made the appellee,
but, in the other cases mentioned the corporation so affected
shall be made the appellee. The General Assembly may also, by
general laws, provide for appeals from any other action of the
commission, by the Commonwealth or by any person interested,
irrespective of the amount involved. All appeals from the
commission shall be to the Supreme Court of Appeals only, aid in
all appeals to which the Commonwealth is a party, it shall be
represented by the Attorney General or his legally appointed
representative. No court of this Commonwealth (except the Supreme
Court of Appeals, by way of appeals as herein authorized) shall
have jurisdiction to review, reverse, correct or annul any action
of the commission, within the scope of its authority, or to
suspend or delay the execution or operation thereof, or to enjoin,
restrain or interfere with the commission in the performance of
its official duties, provided, however, that the writs of mandamus
and prohibition shall lie from the Supreme Court of Appeals to the
commission in all cases where such writs, respectively, would lie
to any inferior tribunal or officer.
(e) Upon the granting of an appeal, a writ of supersedeas may be
awarded by the appellate court, suspending the operation of the
action appealed from until the final disposition of the appeal,
but, prior to the final reversal thereof by the appellate court,
no action of the commission prescribing or affecting the rates,
charges or classifications of traffic of any transportation or
transmission company shall be delayed, or suspended, in its
operation, by reason of any appeal by such corporation, or by
reason of any proceedings resulting from such appeal, until a
suspending bond shall first have been executed and filed with, and
approved by, the commission (or approved on review by the Supreme
Court of Appeals), payable to the Commonwealth, and sufficient in
amount and security to insure the prompt refunding, by the
appealing corporation to the parties entitled thereto of all
charges which such company may collect or receive, pending the
appeal, in excess of those fixed, or authorized, by the final
decision of the court on appeal. The commission, upon the
execution of such bond, shall forthwith require the appealing
company, under penalty of the immediate enforcement (pending the
appeal and notwithstanding any supersedeas), of the order or
requirement appealed from, to keep such accounts, and to make to
the commission, from time to time, such reports, verified by oath,
as may, in the judgment of the commission, suffice to show the
amounts being charged or received by the company pending the
appeal, in excess of the charge allowed by the action of the
commission appealed from, together with the names and addresses of
the persons to whom such overcharges will be refundable in case
the charges made by the company pending the appeal, be not
sustained on such appeal, and the commission shall also, from time
to time, require such company, under like penalty, to give
additional security on, or to increase, the said suspending bond,
whenever, in the opinion of the commission, the same may be
necessary to insure the prompt refunding of the overcharges
aforesaid. Upon the final decision of such appeal, all amounts
which the appealing company may have collected, pending the
appeal, in excess of that authorized by such final decision, shall
be promptly refunded by the company to the parties entitled
thereto, in such manner, and through such methods of distribution,
as may be prescribed by the commission, or by law. All such
appeals affecting rates, charges or classifications of traffic,
shall have precedence upon the docket of the appellate court, and
shall be heard and disposed of promptly by the court, irrespective
of its place of session, next after the habeas corpus, and
Commonwealth's cases already on the docket of the court.
(a) In no case of appeal from the commission shall any new or
additional evidence be introduced in the appellate court, but the
chairman of the commission, under the seal of the commission,
shall certify to the appellate court all the facts upon which the
action appealed from was based and which may be essential for the
proper decision of the appeal, together with such of the evidence
introduced before, or considered by, the commission as may be
selected, specified and required to be certified, by any party in
interest, as well as such other evidence, so introduced or
considered, as the commission may deem proper to certify. The
commission shall, whenever an appeal is taken therefrom, file with
the record of the case, and as a part thereof, a written statement
of the reasons upon which the action appealed from was based, and
such statement shall be lead and considered by the appellate
court, upon disposing of the appeal. The appellate court shall
have jurisdiction, on such appeal, to consider and determine the
reasonableness and justness of the action of the commission
appealed from, as well as any other matter arising under such
appeal provided, however, that the action of the commission
appealed from shall be regarded as prima facie just, reasonable
and correct, but the court may, when it deems necessary, in the
interest of justice, demand to the commission any case pending on
appeal, and require the same to be further investigated by the
commission, and reported upon to the court (together with a
certificate of such additional evidence as may be tendered before
the commission by any party in interest), before the appeal is
finally decided.
(b) Whenever the court, upon appeal, shall reverse an order of the
commission affecting the rates, charges or the classification of
traffic of any transportation or transmission company, it shall,
at the same time, substitute therefor such order as in its
opinion, the commission should have made at the time of entering
the order appealed from, otherwise the reversal order shall not be
valid. Such substituted order shall have the same force and effect
(and none other) as if it had been entered by the commission at
the time the original order appealed from was entered. The right
of the commission to prescribe and enforce rates, charges,
classifications, rules and regulations, affecting any or all
actions of the commission theretofore entered by it and appealed
from, but based upon circumstances or conditions different from
those existing at the time the order appealed from was made, shall
not be suspended or impaired by reason of the pendency of such
appeal; but no order of the commission, prescribing or altering
such rates, charges, classifications, rules or regulations, shall
be retroactive.