Chap. 106.—An ACT to amend and re-enact an act entitled an act to

sincorporate the Farmers and. Merchants Loan and Trust Company,

Norfolk, Virginia, approved March 22, 1871, as amended by an act
approved March 26, 1862.

Approved February 26, 1877.

1. Be it enacted by the general assembly of Virginia, That
an act entitled an act to incorporate the Farmers and Mer-
chants loan and trust company, Norfolk, Virginia, approved
March twenty-second, eighteen hundred and seventy-one, as
amended by an act approved March twenty-sixth, eighteen
hundred and seventy-two, entitled an act to amend an act
entitled an act to incorporate the Farmers and Merchants
Joan and trust company of the city of Norfolk, passed March
twenty-second, eighteen hundred and seventy-one, be, and
the same is hereby, amended and re-enacted so as to read as
follows: That H.C. Hardy, J. H. Fisher, F. Hardy, C. Hardy,
and B. A. Marsden, together with such other persons as they
hereafter associate with themselves, and their successors, are
hereby constituted and declared a company and body politic,
and incorporated under the name and style of The Farmers
Bank, to be located in the city of Norfolk, and by that name
shall have perpetual succession, and may sue and be sued in
any court whatever with powers and privileges as are here-
inafter provided. |

2. The capital stock of said company shall not exceed five
hundred thousand dollars, in shares of one hundred dollars
each; but when one hundred thousand dollars shall have
been subscribed, and fifty thousand dollars actually paid in,
in cash, the said company may organize and proceed to busi-
ness under this act. .

3. The company shall have power to guarantee the pay-
ment, punctual performance and collection of promissory
notes, bills of exchange, bonds, contracts, accounts, claims,
rents, annuities, mortgages, evidences of debt, certificates of
property or value‘and the titles to property, real or personal ;
to receive on storage, deposit, or otherwise, produce, mer-
chandise, bullion, specie, money, plate, stocks, bonds, promis-
sory notes,.certificates, evidences of debt, contracts or other
property; to take the management, custody, and charge of
real and personal estate and property; to advance moneys,
securities, and credits upon any property, real or personal;
to discount, buy, and rell promissory notes, bills of exchange,
drafts, stocks, bonds, mortgages and the like, and for the per-
formance of any of the services herein contemplated, the
said company may receive such commission as is customary
in the business, and in cases where there is no established
custom, such commission as may be agreed upon; but no
rate of interest to exceed legal interest, shall be charged or
received by said company in any transaction.

4, The said company may lease, purchase, hold, and con-
vey, all such real or personal estate as may be necessary to
carry on their business, as well as such real or persoual estate
as they may deem it necessary to acquire in the enforcement
or settlement of any claim or demand arising out of their
business transactions; and to scll or exchange the same for
other property as they may determine that the interests of
the company require; and the said company are hereby au-
thorized to make, execute, and issue, in the transaction of
their business, all necessary receipts, deeds, certificates, and
contracts, which shall bear the stamp or seal of the com-
pany, be signed by the president, and countersigned by the
secretary or cashier thereof.

5. It shall be lawful for said company to sell at public anc-
tion or private sale, as may be specified in any contract be-
tween the parties, all property, of what kind soever, men-
tioned in or affected by such contract, after one month shall
have elapsed from the time of the maturity of any obligation
under such contract (or immediately upon the discovery of
any fraud, misrepresentation or concealment in regard to the
ownership, character or value of the property mentioned in,
or affected by such contract), and re-imburse themgelves out
of the proceeds of such sale, for the money due them, with
the interest, commission, costs and charges: provided, how-
ever, that nothing contained in this section shall be construed
to prevent the said company from making any sale at such
time and in sach manner as may be provided for in any con-
tract or agreement made by any person or persons with the
said company. .

6. In case any property deposited with said company, upon
which any advance shall have been made by them, shall be-
tore the maturity of the contract, from any cause, decrease
in value from the price originally fixed, said company may
give notice in writing to the owner of such property or his
avent, to perform tbe conditions of the contract, or make
good the deficiency caused by such decline in value within
thirty days, and in default thereof may sell and dispuse of
sach property at public sale, and out of the proceeds thereof
may retain the amount due them under-the contract, to-
gether with costs, charges, and expenses, and shall pay the
balance to the owner or his agent; and in case the proceeds
of such sale do not cover the amount due the company under
the contract, the company may take legal steps to collect or
secure the balance so remaining unpaid; but nothing in this
act shall be construed to limit or affect the obligation of the
corporation hereby created, as the same is fixed by the com-
mon law or by statute, any further than the same is limited
or affected by the express terms of the contract mentioned
in this section.

7. The business and corporate powers of said company
shall be managed and directed by a board of not less than
live directors, to be chosen as hereinafter provided, who shall
elect from their number a president, and a majority of said
directors shall form a quorum for the transaction of business.

8. The persons named in the first section of this act shall
be directors of said company for one year from the passage
of this act, or until others shall be elected in their stead;
future directors shall be elected by the stockholders of said
company in general meeting, and each stockholder shall be
entitled to cast one vote for each share of stock beld or rep-
resented by him. All the directors must be stockholders in
said company.

9. No stockholder shall be responsible for the debts or con-
tracts of the said company beyond the amount of his stock
subscription, which responsibility shall be for the whole
amount of the stock subscribed, whether partly or fully paid.
10. This act shall take effect immediately from and after
te passage.