Chap. 93.—An ACT to incorporate the Norfolk and Portsmouth Cot-
ton Exchange.

Approved February 17, 1877.

I. Be it enacted by the general assembly, That the mom-
bers of the association known asthe Norfolk and Portsmouth
cotton exchange, and all other persons who may hereafter
become associated with them under the provisions of this
acf, are hereby created a body corporate by the name of The
Norfolk and Portsmouth Cotton Exchange, with perpetual
succession and power to use a common seal, and to alter the
same at pleasure; to sue and be sued; to take and hold, by
grant, purchase, and devise, subject to the provisions of law,
relating to devises and bequests by last will and testament,
real and personal property, to an amount not exceeding one
hundred thousand dollars, for the purposes of such associa-
tion; and to sell, convey, lease, and mortgage the same or
any part thereof; to borrow money and issue bonds, and to
do all and singular such acts as may be necessary to carry on
the business and further the objects of said association.

2. The property, affairs, business, and concerns of the cor-
poration hereby created, shall be managed by a president,
vice-president, and treasurer, and five directors; who together
shall constitute a board of directors, to be elected annually,
at such time and place as may be provided by the by-laws ;
and the present efficers and managers of said association, as
now constituted, shall be the officers and managers of said
corporation until their present term of office shall expire,
and until others under the provisions of this act shall be
elected in their place. All vacancics. which may occur in
said board, by death, resignation or otherwise, shall be filled
by the said board. A majority of the members of said board
shall constitute a quorum for the transaction of business.

3. The purposes of said corporation shall be to provide,
regulate, and maintain a suitable building room or rooms,
for a cotton exchange in the city of Norfolk; to adjust con-
troversies between its members; to establish just and equita-
ble principles in trade; to maintain uniformity in its rules,
regulations, and usages; to acquire, preserve, and dissemi-
nate useful information connected with the cotton interests
throughout all markets; to decrease the local risks attendant
npon the business; and generally to promote the cotton trade
of the cities ot Norfolk and Portsmouth ; increase the amount,
and augment the facilities with which it may be conducted.
The said corporation shall have power to adopt a constitu-
tion for its government, and to make all proper and needful
by-laws not contrary to the laws and constitution of the
state of Virginia or of the United States.

4. The same corporation shall have power to admit new
members and expel any member in such manner as may be
provided by the by-laws.

5. The capital stock of the said corporation shall not ex:
ceed one hundred thousand dollars, divided into one thousand
shares of one hundred dollars each, which shall be paid in
cash or in instalments as may be required by the board of
directors. In case payment should be called for in instal-
ments, any subscriber to the capital stock who shall fail to

ay such instalment within thirty days after the date fixed
or such payments, shall forfeit all instalments previously
paid. All certificates of stock shall be signed by the presi-
dent and countersigned by the treasurer.

6. Every member of the association who has already paid
the regular initiation fee, shall be entitled to receive ohe
share of the capital stock in return therefor.

7. Every member of the association shall be required to be
the holder of at least one share of the capital stock of said
association in his own name.

8. No stockholder shall ever be held liable or responsible
for the contracts or faults of the association beyond the
amount of his stock therein.

9. Said association shall have power to appoint and license
its own weighers of cotton, who shall be known as the cot-
ton weighers for the cities of Norfolk and Portsmouth, who
upon being appointed, shall subscribe to the oath prescribed
by the by-laws, and shall pay such annual assessment as the
ty-laws may impose.

10. The following named stockholders shall constitute the
board of directors, and shall hold their seats until their suc-
cessors shall have been elected and qualified in accordance
with the constitution: William W. Gwathmey, president;
Kader Biggs, vice-president; H. C. Williams, treasurer; W.
), Reynolds, George, L. Arps, James R. Ricks, Washington
Reed, John N. Vaughan.

ll. This act shall be in foree from its passage.