CHAP. 253.—An ACT to incorporate the Mechanics and Merchants
Bank, located in the city of Manchester.

Approved February 26, 1886.

1. Be it enacted by the general assembly of Virginia, That
E. W. Weisiger, Edgar Archer, C. W. Turner, Augustine Royall,
B. A: Nunnally, A. T. Snellings, T. M. Miller, J. P. Gilliam, D.
L. Toney, A. L. Adamson, James L. Robertson,.S. L. Ingram,
B. H. Morrisette, J. F. Bradley, A. G. Evans, H. B. Owen,
George B. McAdams and W. R. Bowie, or such of them as
may accept the provisions of this act, and others who may
associate under this act, be and are hereby created and de-
clared a body politic and corporate, under the name and style
of the Mechanics and Merchants bank; and by that name
may sue and be sued, plead and be impleaded in all the courts
of law and equity in this state and elsewhere; and to make and
have a common seal, and the same to break, alter or renew at
their pleasure; to ordain and establish such by-laws, ordinances,
regulations and rules, and generally to do every act and thing
necessary to carry into effect this act, or promote the design
and object of this corporation: provided, that such by-laws,
ordinances, regulations, rules or acts be not inconsistent with
the laws of this state or the United States.

2. The capital stock of said company shall not be less than
twenty thousand dollars, nor more than three hundred thousand
dollars, to be divided into shares of one hundred dollars each.
The said capital stock shall be payable by each subscriber, at
such time or times, and in such proportions, as it may be called
for and demanded by the president and directors; and if any
such subscriber shall fail to pay the same so called for and de-
manded upon each and every share so held, within twenty days
after same has been so called for and demanded, then the
amount so called for and demanded may be recovered by motion
or suit, upon twenty days notice in writing, in any court of re-
cord, either in the city of Manchester, or county of Chesterfield,
or place of residence of the holders of said stock, at the option
of said company; and payment of any balance of subscription,
not collected, as herein provided for, shall, at all times, be kept
fully secured to the company in such manner as the president
and directors shall prescribe.

3. The affairs of said company shall be managed by a board
of directors, nine in number, to be elected by the stockholders
of said corporation in general meeting assembled, by a majority
of the votes of said stockholders present, in person or by proxy:
provided, that no proxy shall be used unless the same shall
have been executed within sixty days next preceding the meet-
ing at which it is to be used. The directors thus chosen shall
choose from among themselves a president, who shall also be
president of the corporation, and shall be allowed a reasonable
compensation for his services. The said directors shall hold
office for three years from their election, or until their successors
are elected and qualified: provided, that at the first election,
one-third of said directors shall be chosen to hold office for one
year, one-third for two years, and one-third for three years, so
that one-third may be chosen every year; and if vacancies
happen by death, resignation or otherwise, the said directors’
shall, from among the stockholders of said corporation, make
temporary appointments to fill said vacancies, until the next
general meeting of the stockholders: provided, that the stock-
holders of said corporation may, at any general meeting, change
the number of directors to any number not less than five, and
fix the period for which they shall hold office.

4. The president and directors of said company shall ap-
point such officers and agents as they may find necessary for
the proper conducting of the business of the company, and
may allow them suitable compensation for their services; all of
which officers and agents shall hold their places during the
pleasure of the board of directors, by whom, in their discre-
tion, said officers and agents may be required to give bond
with security, conditioned for the faithful performance of their
duties.

5. The said company shal] have power to receive deposits
in sums not less than one dollar, and issue certificates therefor
bearing any rate of interest agreed upon in writing, not ex-
ceeding six per centum perannum. It shall. have power to
buy and sell gold and silver coin, bullion, bills of exchange,
stock, bonds, notes, and other evidences of debt, and issue
bills of credit; guarantee the payment of bills, notes, bonds,
and other written contracts; guarantee the payment of mort-
gages and deeds of trust on real estate, and receive payment
for such guarantee. But it shall not hold more real estate than
shall be necessary for the convenient transaction of its busi-
ness, except that the company may purchase such real estate
as may be necessary for the successful payment and collection
of the debts due it, which real estate shall be disposed of in
ten years from the date of its acquisition.

6. The said company may with the consent of the parent or
guardian, given in writing if the deposit consists of the per-
sonal earnings of a minor, receive deposits from any minor,
and whenever any such deposits shall have been made, the
said company may pay to such depositor such sum as may be
due to said minor; and the check, draft, receipt or acquittance
of such minor shall be as valid as if the same were executed by
the parent or guardian of such minor, or as if the said minor
were of full age.

7, Deposits may also be received from married women from
their personal earnings, and the same be repaid to them, or to
others upon said married woman’s check, draft or receipt, and
any and all lawful by-laws, ordinances, rules and regulations
made by said company shall be held to extend to and embrace
such minors and married women as well as persons szz jurzs,
and all deposits received by said company from married women
shall be regarded as their separate estate, and be free from the

debts, liabilities, power, control and contracts of their hus-
bands.
8. The president and directors shall have power to declare
such dividends of profits of the company as they may deem
proper: provided no dividend shall be declared if the effect of
it would be to lessen the amount of the capital stock.’ They
shall also make and publish semi-annual reports of the condi-
tion and investments of the company.

9. The liabilities of the members of the company for any
loss, damage, or responsibility, shall be measured and _ limited
by the amount of their stock, and so much as shall be due
thereon. Every stockholder not in debt to the company may at
pleasure, by power of attorney or in person, assign or. transfer
his stock in the company, on the books ‘of the company, or
any part thereof, not less however than one. share is to be so
transferred or assigned; but no stockholder indebted or liable
to said company shall be permitted to make a transfer or receive
a dividend until such debt or liability is paid or secured to the
satisfaction of the board of directors.

10. General meetings of stockholders, shall be held annu-
ally ; and special meetings of the same shall be held at the dis-
cretion of the board of directors, or upon.a call of five or more
stockholders holding one-fifth of the capital stock in the aggre-
gate. A majority of the stockholders represented in person or
by proxy, executed not more than sixty days before the meet-
ing, shall constitute a quorum for business, and each stock-
holder shall be authorized to give as many votes as he has
shares of stock.

11. The board of directors once every three months shall
cause an examination to be made of the moneys, negotiable
securities and other funds of the company, and a settlement to
be made of the accounts of the officer or officers charged
with their custody, and a statement of such examination and
settlement shall be recorded with the proceedings of the board
of directors.

12. In assessing taxes, state or city, the assessed value of
the real estate of the bank shall always be deducted from the
aggregate assessed value of the stock.

13. Said corporation shall in addition to the powers hereto-
fore given, have all the rights, powers and privileges given, or
which may hereafter be given by any general law to the banks
of discount and deposit in this state.

14. All taxes and dues to the state shall be paid in lawful
currency of the United States, and not in coupons.

15. The state reserves to itself the right to alter, amend, or
repeal the aforesaid charter under the general banking law of
the state. |

16. The principal office of the said company shall be within
the corporate limits of the city of Manchester.

17. This act shall be in force from its passage.