Chap. 28.—An ACT to incorporate the Odd Fellows’ Temple Association,
of Richmond Virginia. :

Approved January 16, 1886.

1.. Be it enacted by the general assembly of Virginia, That
W.C. Carrington, Arthur A. Spitzer, Louis Aubel, M. L. Spots-
wood, L. A. Tucker, John C. Teller, George B. Davis, L. Pros-
kauer, Charles H. Kaufelt, H. C. Tabb, T. Wiley Davis, William
H. Lowry, W. E. Pearce, Charles Spencer, C. Bergheimer, and
their associates, be and they are hereby appointed a body poli-
tic and corporate, by the name of the Odd-Fellows’ Temple
Association of Virginia; by which name they shall have per-
petual succession; may sue and be sued; contract and be con-
tracted with, and have and use a common seal; with power to
purchase, take and hold lands and tenements, goods, chattels,
and moneys, and to receive gifts, donations and bequests, for
the use and benefit of said association; and especially to pur-
chase and hold land in the city of Richmond, for the purpose of
building an Odd-Fellows’ temple in said city, for the use and
purposes of said association, not exceeding five acres.

2. The capital stock of said company shall not be less than
twenty-five thousand dollars, nor more than three hundred
thousand dollars, to be subscribed in shares of twenty-five dol-
lars each. Any society of Odd-Fellows in the state of Vir-
ginia may become stockholders in said association, and upon
application of the proper authorities of any such society to the
circuit court of the city of Richmond, or of the county or cor-
poration in which such society may be resident, it shall be
the duty of such court to appoint trustees, either where
there are none or in the place of former trustees, and such
court is’ authorized and empowered hereafter, from time to
time, to change those so appointed whenever it may seem to the
court proper; and the said trustees so appointed shall hold, for
the use and benefit of such society, the legal title to any and
all shares of stock in said association subscribed for by the said
society, with all the powers and privileges, and subject to all
the restrictions and provisions imposed by the seventy-eighth
chapter of the Code of Virginia, on trustees appointed, as therein

rovided, to hold the legal title to property for the use and
benefit of such societies.
3. Books shall be opened in the city of Richmond, under the
direction of the above-named persons, and at such other places,
under the direction of such other persons as they may appoint,
for the purpose of receiving subscriptions, to constitute a joint
stock company for the purposes aforesaid.

4. There shall be a board of trustees for the management of
the affairs of said association. The stockholders may, in gen-
eral meeting, prescribe the number of trustees, by a law to
take effect at the next annual meeting; but unless a different
number be prescribed there shall be nine trustees.

5. The stockholders shall annually, in general meeting, elect
the board of trustees at such time as they may appoint in their
by-laws; but should the trustees not be elected in any one year
on the day appointed for that purpose, the corporation shall
not for that cause be dissolved, but the trustees in office shall
continue in office until a new election be thereafter effected, as
may be prescribed by the said association. : |

6. The said association shall have power to make any regula-
tions or laws for their government and the government of the
company, not inconsistent with the laws and constitution of this
state or of the United States.

7. The board of trustees shall appoint one of their own body
president, and may appoint such other officers as they may
think proper; prescribe the duties of officers, fix the rate of
compensation to be paid them, take bond and security of such
officers as they may deem proper, and in such penalty as they
may prescribe; but no member of the board ‘shall be eligible to
any office but that of president.

8. A majority of the trustees shall constitute a quorum for
the transaction of business, and the board of trustees shall
have power to supply any vacancy that may occur in the board.

9. The capital stock of said association shall be deemed per-
sonal estate, and may be transferred on the books of the com-
pany in such manner as the by-laws may prescribe.

10. Leases, contracts, and conveyances, when duly author-
ized, may be executed and acknowledged for record on behalf
of the association by the president, or any other person espe-
cially authorized by the board of trustees. |

11. The association shall have a lien on the stock of any stock-
holder due, or accruing from him to the company, and if any
subscriber for the capital stock of the company shall fail'to pay
the amount for the same money instalment thereof, when re-
quired by the board of trustees, the same may be recovered by
action or by motion, after ten days’ notice thereof, in any court
of record in this state: provided that not more than two dollars
per month shall be demanded upon each share of stock.

12. The said association may improve, lease, sell, or other-
wise manage or dispose of the real estate which it may lawfully
acquire, and is authorized to borrow a sum of money, not to
exceed one hundred and fifty thousand dollars, at a rate of in-
terest not to exceed six per centum per annum, and execute
bonds therefor in sums of not less than one hundred dollars
each, and secure the punctual payment of the same, and the

interest thereon as it may accrue, by a deed of trust convey-
ing their real estate; but the real estate shall not be sold or
conveyed in trust, except in pursuance of a vote taken ata
general meeting of the stockholders and those representing a
majority of shares of stock concurring therein. ,

13. The presence of a majority in interest of the stockholders
shall be necessary to constitute a general meeting. The presence
and votes of stockholders may be in person or by proxy.

14. Provided, that nothing contained in this act shall be con-
strued to exempt property held by said association from taxa-
tion; and that all taxes due the state of Virginia shall be paid
in currency, and not in coupons.

15. This act shall be in force from its passage, and shall be
subject to modification or repeal at the.pleasure of the genera}
assembly. .