Chap. 189.—An ACT to incorporate the Planters Loan, Association,

®
Passed February 28, 19¢6.

1. Beit enacted bythe general assembly, That Walter Good-
man, Ayres P. Merrill, junior, George M. “Miller, John H. Mon-
tacne, John F. Tanner, Rt. 8. Archer, F. B. Deane, } junior, A.
E. Huff, J. J. Irby and John Robin. MeDaniel, and such other
persons as may hereatter be associated with them, and their
successors and assigns, are hereby constituted a body corpo-

rate, under the name of The Planters Loan Association; and
by that name, shall have perpetual succession, and may sue
or be sued, in any court whatever, with powers and privileges
as are hereatter provided.

2. The capital stock of said association shall not exceed
five millions of dollars, divided into shares of one hundred
dollars each; but w hen one hundred thousand dollars thereof
shall have been actually subscribed, and fifty thousand dollars
paid in cash, the said association may organize and proceed
to business under this act.

3. The said association shall have power to buy and sell
bonds, bills of exchange and promissory notes, and to ad-
vance and Joan moneys upon such terms and conditions, and
at such rates of interest or compensation, not exceeding
those allowed by law, as may be agreed upon between said
association and the party or parties buying or selling such
bonds, bills of exchange and promissory notes, or borrowing
or receiving such moneys; and said association shall have
power to take and hold, as security for or in payment of any
loans or advances made, mortgages or other instruments or
obligations upon or affecting real, personal or mixed property,
and may cancel or assign the same: and said association shall
have power to purchase, hold, sell, exchange and convey lands
or other property of any nature, and may execute and issue
all such receipts, certificates, contracts or other instruments
as may be necessary for the transaction of its business. 4
4, The said association shall have power to receive money
in trust or on deposit, and to invest or accumulate the same
at such rate of interest as may be obtained or agreed on, or
to allow such interest thereon as may be agreed on: pro-
vided such interest shall not exceed the rate allowed by law;
shall have powers to accept and execute all such trusts
of every description as may be committed to them by any
person or persons whatsoever, or any corporation, or may be
committed or transferred to them by order of any court;
and shall have power to take and accept by grant, assign-
ment, transfer, devise or bequest, and hold any real or per-
sonal estate on trusts created in accordance with the laws of
the state, and execute such legal trusts in regard to the same,
on such terms as may be declared, established or agreed upon
in regard thereto.

5. The business and corporate powers of said association
shall be exercised by a board of not less than nine nor more
than twenty-one directors, to be chosen as hereafter provided,
who shall elect from their number a president, and may de-
clare, by by-law, what number of said directors shall be a
quorum for the transaction of business. ‘The principal office
for the transaction of the business of said company shall be
and remain in the state of Virginia.

6. Walter Goodman, Ayres P. Merrill, junior, George M.
Miller, John IH. Montague, John I. Tanner and R.3S. Archer,
named in the figyst section of this act, shall be and they are
hereby appointed commissioners, to open books for subscrip-
tion to the capital stock of said association, at such time and
place, and for such amounts as they, or a-majority of them,
shall deem proper, but for no less amount of subscription
than one hundred thousand dollars, as hereinbefore provided.
The persons named in the first section of this act shall be
directors of said association for one year aiter the passage of
this act, and until others shall be elected in their stead. The
remaining directors for the same period shall be elected by a
majority in interest of the stockholders of said association,
voting at an election to be held under the inspection of said
commissioners, at such place as they may designate, within
twenty days from the closing of the subscription called for
by them: and such directors, when elected, together with the
persons named in the first section of this act, who shall be-
come directors of said association, as hereinbefore provided,
shall divide themselves, by lot, into three classes, as nearly
equal as may be. The term of office of the first class shall
expire at the end of one year from the passage of this act—
that of the second class, at the end of two years thereafter;
and that of the other third class, at the end of three years
thereafter: and at the end of said first year, and annually
thereatter, there shall be chosen a number of directors equal
to the number of directors in the class whose terms will then
expire, who shall hold their office for three years, or until
their successors are elected. Vacancies occuring. in the board
of directors, during the intervals of election, shall be filled
by said board.
¢. The board of directors shall have power to establish
acencies, for the transaction of the business of said associa-
tion, at any place they may think proper, and to appoint. all
such agents, officers or employees as may be considered
necessary, and may delegate power, to transact any of its
business, to committees of directors, or to its ofiicers or
agents, as it shall deem proper; and said board of directors
may, by a majority of their whole number, make such by-
laws, not inconsistent with the constitution and laws of this
state, as may be deemed necessary for the management of
the property, the government of the officers and the regula-
tion and conduct of the attairs of said association; and may
adopt a corporate seal, and change the same at pleasure.

&. Minutes of the proceedings of the board of directors
shall be kept; and the same shall be entered in a book to be
provided tor that purpose, and signed by the president, or
acting chairman or secretary. Shareholders shall be entitled
to certificates of their respective shares of eapital stoek;
which shall be transterable, as provided in such certificates ;
and the board of directors shall cause suitable books, for the
registry and transter of such shares, to be kept; and every
such transfer, to be valid, shall be made on such books, and
signed by the shareholders, or his or her attorney duly autho-
rized, in writing; and the board of directors may close the
transfer books trom time to time, as the convenience of the
association may require. .

9, The board of directors, out of the funds of said asso-
ciation, shall detray its expenses and pay its debts, and may
declare and pay, out of the surplus net profits of its business,
to its shareholders, or their duly authorized attorneys, such
dividends as they shall deem expedient.

10, The capital stock of said association may at any time
be creased to an amount not exceeding in the aggregate
five million of dollars, by the addition of new shares of one
hundred dollars each, duly subsertbed for and paid in, in such
manner and upon such terms as the board of directors shall
prescribe: provided, that such increase shall have been first
authorized by the votes of two-thirds of all the directors of
said association.

11. ‘This act shall take effect immediately upon its passage,
and shall continue in force for thirtv years thereafter; sub-
ject, however, to amendment, moditication or repeal, at the
pleasure of the general assembly.

Chap. 189.—An ACT to incorporate the Planters Loan, Association,

®
Passed February 28, 19¢6.

1. Beit enacted bythe general assembly, That Walter Good-
man, Ayres P. Merrill, junior, George M. “Miller, John H. Mon-
tacne, John F. Tanner, Rt. 8. Archer, F. B. Deane, } junior, A.
E. Huff, J. J. Irby and John Robin. MeDaniel, and such other
persons as may hereatter be associated with them, and their
successors and assigns, are hereby constituted a body corpo-

rate, under the name of The Planters Loan Association; and
by that name, shall have perpetual succession, and may sue
or be sued, in any court whatever, with powers and privileges
as are hereatter provided.

2. The capital stock of said association shall not exceed
five millions of dollars, divided into shares of one hundred
dollars each; but w hen one hundred thousand dollars thereof
shall have been actually subscribed, and fifty thousand dollars
paid in cash, the said association may organize and proceed
to business under this act.

3. The said association shall have power to buy and sell
bonds, bills of exchange and promissory notes, and to ad-
vance and Joan moneys upon such terms and conditions, and
at such rates of interest or compensation, not exceeding
those allowed by law, as may be agreed upon between said
association and the party or parties buying or selling such
bonds, bills of exchange and promissory notes, or borrowing
or receiving such moneys; and said association shall have
power to take and hold, as security for or in payment of any
loans or advances made, mortgages or other instruments or
obligations upon or affecting real, personal or mixed property,
and may cancel or assign the same: and said association shall
have power to purchase, hold, sell, exchange and convey lands
or other property of any nature, and may execute and issue
all such receipts, certificates, contracts or other instruments
as may be necessary for the transaction of its business. 4
4, The said association shall have power to receive money
in trust or on deposit, and to invest or accumulate the same
at such rate of interest as may be obtained or agreed on, or
to allow such interest thereon as may be agreed on: pro-
vided such interest shall not exceed the rate allowed by law;
shall have powers to accept and execute all such trusts
of every description as may be committed to them by any
person or persons whatsoever, or any corporation, or may be
committed or transferred to them by order of any court;
and shall have power to take and accept by grant, assign-
ment, transfer, devise or bequest, and hold any real or per-
sonal estate on trusts created in accordance with the laws of
the state, and execute such legal trusts in regard to the same,
on such terms as may be declared, established or agreed upon
in regard thereto.

5. The business and corporate powers of said association
shall be exercised by a board of not less than nine nor more
than twenty-one directors, to be chosen as hereafter provided,
who shall elect from their number a president, and may de-
clare, by by-law, what number of said directors shall be a
quorum for the transaction of business. ‘The principal office
for the transaction of the business of said company shall be
and remain in the state of Virginia.

6. Walter Goodman, Ayres P. Merrill, junior, George M.
Miller, John IH. Montague, John I. Tanner and R.3S. Archer,
named in the figyst section of this act, shall be and they are
hereby appointed commissioners, to open books for subscrip-
tion to the capital stock of said association, at such time and
place, and for such amounts as they, or a-majority of them,
shall deem proper, but for no less amount of subscription
than one hundred thousand dollars, as hereinbefore provided.
The persons named in the first section of this act shall be
directors of said association for one year aiter the passage of
this act, and until others shall be elected in their stead. The
remaining directors for the same period shall be elected by a
majority in interest of the stockholders of said association,
voting at an election to be held under the inspection of said
commissioners, at such place as they may designate, within
twenty days from the closing of the subscription called for
by them: and such directors, when elected, together with the
persons named in the first section of this act, who shall be-
come directors of said association, as hereinbefore provided,
shall divide themselves, by lot, into three classes, as nearly
equal as may be. The term of office of the first class shall
expire at the end of one year from the passage of this act—
that of the second class, at the end of two years thereafter;
and that of the other third class, at the end of three years
thereafter: and at the end of said first year, and annually
thereatter, there shall be chosen a number of directors equal
to the number of directors in the class whose terms will then
expire, who shall hold their office for three years, or until
their successors are elected. Vacancies occuring. in the board
of directors, during the intervals of election, shall be filled
by said board.
¢. The board of directors shall have power to establish
acencies, for the transaction of the business of said associa-
tion, at any place they may think proper, and to appoint. all
such agents, officers or employees as may be considered
necessary, and may delegate power, to transact any of its
business, to committees of directors, or to its ofiicers or
agents, as it shall deem proper; and said board of directors
may, by a majority of their whole number, make such by-
laws, not inconsistent with the constitution and laws of this
state, as may be deemed necessary for the management of
the property, the government of the officers and the regula-
tion and conduct of the attairs of said association; and may
adopt a corporate seal, and change the same at pleasure.

&. Minutes of the proceedings of the board of directors
shall be kept; and the same shall be entered in a book to be
provided tor that purpose, and signed by the president, or
acting chairman or secretary. Shareholders shall be entitled
to certificates of their respective shares of eapital stoek;
which shall be transterable, as provided in such certificates ;
and the board of directors shall cause suitable books, for the
registry and transter of such shares, to be kept; and every
such transfer, to be valid, shall be made on such books, and
signed by the shareholders, or his or her attorney duly autho-
rized, in writing; and the board of directors may close the
transfer books trom time to time, as the convenience of the
association may require. .

9, The board of directors, out of the funds of said asso-
ciation, shall detray its expenses and pay its debts, and may
declare and pay, out of the surplus net profits of its business,
to its shareholders, or their duly authorized attorneys, such
dividends as they shall deem expedient.

10, The capital stock of said association may at any time
be creased to an amount not exceeding in the aggregate
five million of dollars, by the addition of new shares of one
hundred dollars each, duly subsertbed for and paid in, in such
manner and upon such terms as the board of directors shall
prescribe: provided, that such increase shall have been first
authorized by the votes of two-thirds of all the directors of
said association.

11. ‘This act shall take effect immediately upon its passage,
and shall continue in force for thirtv years thereafter; sub-
ject, however, to amendment, moditication or repeal, at the
pleasure of the general assembly.