Chap. 191.—An ACT to incorporate the Virginia Loan and Trust
Company.

Passed February 21, 1866. a

1. Be it enacted by the general assembly of Virginia, That
B. H. Magruder, John B. “Minor, N. IL. Massie, T. J. Ran-
dolph, James L. Cabell, John S. Davis, E. 2. Watson, Wil
liam J. Robertson, S. V. Southall, George T. Jones, Daniel
Harman, W. T. Early, Alexander Rives, B. C. Flannagan,
A. P. Abell, Charles Wood, A. IL. Turner, and others, who

may associate under this act, are hereby created and declared
to be a body politic and corporate, by the name and style of
The Virginia Loan and Trust Company; and by that name,
may sue and be sued, plead and be impleaded in all the cour ts
of law and equity in this state and elsewhere; and td make
and have a common seal, and the same to break, alter or re-
new at their pleasure; to ordain and establish such by-laws,
ordinances and regulations, and generally to do every act and
thing necessary to carry into effect this act, or to promote
the design and object of this corporation: provided, that
such by-laws, ordinances, regulations or aets be not incon-
sistent with the laws of this state or of the United States.

2. The capital stock of suid company shall not be less than
one hundred thousand dollars nor more than five hundred
thousand dollars, to be divided into shares of fittv dollars
each. One dollar per share shall be paid) by each subseriber
before his subseription shall be regarded as valid; and the
residue of his subseryption shall be paid at such time or times
as it may be called tor by the president and directors, and in
such proportions as they may deem necessary; and if any
subseriber shall fad to pay the same, so called for upon each
and every share so held. within twenty davs after the same
has been so called for and demanded, then the amount so
called for may be recovered by motion, upon twenty days’
notice in writing, in any court of record in the county or
place of residence of the holder of stock: and besidés such
remedy by motion, the president and directors shall have the
power, upon twenty days’ notice in writing, to sell so much
of the stock of the delinquent. subscriber as may be necessary
to meet the amount so called tor; but the said company shall
hot commence operations until the sum of fifty thousand
dollars is aetually paid in.

Vheaihurs of said company shall be managed by a presi-
dent and board of directors, seven in number, five of whom
shall constitute a quorum. Such directors shall be elected
from among the stockholders of said) company, in general
meeting assembled, by a majority of the votes of said stock-
holders, present in person or by proxy, according to the seale
of voting to be hereatter prescribed; no proxy, however, to
be used unless executed within sixty days before the meeting
is held: and the directors thus chosen, at their first meeting,
shall choose from among themselves a president, and allow
him a reasonable compensation for his services: the said
seven directors, including the president, to continue in office
one year, or until their successors are appointed and quality,
unless sooner removed by a vote of the stockholders in gene-
ral meeting assembled. In case of a vacancy in the office of
president or directors from any cause, the remaining directors
may select others to supply their places for the remainder of
the term for which they were chosen, The board of diree-
tors shall meet at least onee a week.

+. The president and directors of such company shall ap-
point such officers and agents as they may tind necessary tor
the proper conducting of the business of the company, and
shall allow them suitable compensation tor their services; all
of which officers and agents shall hold their places during the
pleasure of the board of directors. by whom, in their disere-
tion, they may he required to give bond with good security.
The board of directors shall prescribe the duties of sueh
officers and agents, and shall adopt reeulations, in conformity
with the charter, to govern the company and its officers
and agents: which, however, may be chariged by the stock-
holders in general mecting.
5. The said company shall have power to receive deposits,
to buy and sell bullion and coin, and to buy, sell, draw or ne-
gotiate bills of exchange. It shall also have power to invest
its capital stock, deposits and other funds in any stocks, in
bonds of this or any other state, or of the United States, or
of any incorporated company; but it shall not hold more
real estate than shall be necessary for the convenient trans-
action of its business, except that the company may purchase
such real estate as may be necessary for the successful pay-
ment of the debts due it, which real estate shall be disposed
of in less than five years; to purchase or discount bonds,
notes or other paper, and to lend money upon real or per-
sonal security, at such rate of discount or interest as may be
allowed by law. The company shall have the privilege of
calling in its certificates of deposit at pleasure, unless by
contract they have a fixed time to run. But nothing in this
act shall be so construed as to authorize said company to
issue and put in circulation any note in the nature of a bank
note.

6. The president and directors shall have power to declare
such dividends of the profits of the company as they may
deem proper: provided, that no dividend shall be declared,
if the eftect of it would be to lessen the amount of the
capital stock. They shall also make and publish semiannual
reports of the condition and investments of the company.

7. 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
and transfer his stock in the company on the books of the
same, or any part thereof, not being less than a whole share;
but no stockholder, indebted or liable to the 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; and if such debt or liability is not
paid, or satisfactorily secured within three months after the
same falls due or is incurred, then the board of directors shall
be at liberty to sell the stock and appropriate the dividends
of the delinquent stockholder for the satisfaction and dis-
charge of such debt or liability. In no case are deposits, or
the certificates therefor, to be held liable for any undertaking
of the company. |

8. If deposits are not paid on demand, when made in ac-
cordance with the terms of the certificates, then the same
may be recovered by warrant or motion (according to
amount), with interest upon the whole amount due from the
time of the demand; and the rate of interest to be allowed
shall be that prescribed by the fifth section of chapter fifty-
nine of the Code of Virginia, namely, ten per centum, unless
a higher rate of interest is fixed by the certificate itself; in
which event, such higher rate of intcrest shall be allowed the
depositor, his personal representative or assignee: provided
such rate of interest is not greater than is allowed by law.
9. General meetings of the stockholders shall be held an-
nually, and special meetings of the same shall be held at the
discretion of the board of directors, or upon a call of five or
more stockholders holding twenty thousand dollars worth of
stock in the ageregate. A majority of the stock, represented
In person, or by proxy exec uted not more than sixty days
betore the meeting, shall constitute a quorum for business;
and each stockholder shall be authorized to give as many
votes as he has shares of stock.

10. 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 officers charged with their
custody; and a statement of such examination and settle-
ment shall be recorded with the proceedings of the board of
directors.

11. The persons named in the first section, or any three of
them, shall be commissioners, Whose duty it shall be, within
six months after the passave of this act, at some suitable
place in the town of Charlottesville. and at such other places
as they may deem proper, to open books to receive subscrip-
tions to the capital stock of said corporation; and two weeks’
notice shall be given by said commissioners of the time and
place of opening said books, in one newspaper published in
the city of Richinond, and also in one newspaper published
in the town of Charlottesville; which books shall not be
closed in less than two wecks from the time of opening. If
more than five hundred thousand dollars worth of stock be
subscribed, then the subscriptions shall be sealed; but if less
than five hundred thousand dollars worth of stock be sub-
scribed, then the said commissioners may keep open the said
books, or may reopen them at discretion, and may open books
beyond the limits of Virginia,until as much as five hundred
thousand dollars worth be taken.

12. When a sufficient amount of stock is subseribed, the
said commissioners shall give ten days’ notice, published as
aforesaid, for a meeting of the stockholders, to choose direc-
tors. They shall supervise the first election of said officers,
and shall deliver over to them, when so elected, any property
belonging to the corporation that may have come into their
hands.

13. The charter of said company shall continue in force
for twenty years from and after the passage thereof; sub-
ject, however, to amendment, modification or repeal, at the
pleasure of the general assembly.
Chap. 191.—An ACT to incorporate the Virginia Loan and Trust
Company.

Passed February 21, 1866. a

1. Be it enacted by the general assembly of Virginia, That
B. H. Magruder, John B. “Minor, N. IL. Massie, T. J. Ran-
dolph, James L. Cabell, John S. Davis, E. 2. Watson, Wil
liam J. Robertson, S. V. Southall, George T. Jones, Daniel
Harman, W. T. Early, Alexander Rives, B. C. Flannagan,
A. P. Abell, Charles Wood, A. IL. Turner, and others, who

may associate under this act, are hereby created and declared
to be a body politic and corporate, by the name and style of
The Virginia Loan and Trust Company; and by that name,
may sue and be sued, plead and be impleaded in all the cour ts
of law and equity in this state and elsewhere; and td make
and have a common seal, and the same to break, alter or re-
new at their pleasure; to ordain and establish such by-laws,
ordinances and regulations, and generally to do every act and
thing necessary to carry into effect this act, or to promote
the design and object of this corporation: provided, that
such by-laws, ordinances, regulations or aets be not incon-
sistent with the laws of this state or of the United States.

2. The capital stock of suid company shall not be less than
one hundred thousand dollars nor more than five hundred
thousand dollars, to be divided into shares of fittv dollars
each. One dollar per share shall be paid) by each subseriber
before his subseription shall be regarded as valid; and the
residue of his subseryption shall be paid at such time or times
as it may be called tor by the president and directors, and in
such proportions as they may deem necessary; and if any
subseriber shall fad to pay the same, so called for upon each
and every share so held. within twenty davs after the same
has been so called for and demanded, then the amount so
called for may be recovered by motion, upon twenty days’
notice in writing, in any court of record in the county or
place of residence of the holder of stock: and besidés such
remedy by motion, the president and directors shall have the
power, upon twenty days’ notice in writing, to sell so much
of the stock of the delinquent. subscriber as may be necessary
to meet the amount so called tor; but the said company shall
hot commence operations until the sum of fifty thousand
dollars is aetually paid in.

Vheaihurs of said company shall be managed by a presi-
dent and board of directors, seven in number, five of whom
shall constitute a quorum. Such directors shall be elected
from among the stockholders of said) company, in general
meeting assembled, by a majority of the votes of said stock-
holders, present in person or by proxy, according to the seale
of voting to be hereatter prescribed; no proxy, however, to
be used unless executed within sixty days before the meeting
is held: and the directors thus chosen, at their first meeting,
shall choose from among themselves a president, and allow
him a reasonable compensation for his services: the said
seven directors, including the president, to continue in office
one year, or until their successors are appointed and quality,
unless sooner removed by a vote of the stockholders in gene-
ral meeting assembled. In case of a vacancy in the office of
president or directors from any cause, the remaining directors
may select others to supply their places for the remainder of
the term for which they were chosen, The board of diree-
tors shall meet at least onee a week.

+. The president and directors of such company shall ap-
point such officers and agents as they may tind necessary tor
the proper conducting of the business of the company, and
shall allow them suitable compensation tor their services; all
of which officers and agents shall hold their places during the
pleasure of the board of directors. by whom, in their disere-
tion, they may he required to give bond with good security.
The board of directors shall prescribe the duties of sueh
officers and agents, and shall adopt reeulations, in conformity
with the charter, to govern the company and its officers
and agents: which, however, may be chariged by the stock-
holders in general mecting.
5. The said company shall have power to receive deposits,
to buy and sell bullion and coin, and to buy, sell, draw or ne-
gotiate bills of exchange. It shall also have power to invest
its capital stock, deposits and other funds in any stocks, in
bonds of this or any other state, or of the United States, or
of any incorporated company; but it shall not hold more
real estate than shall be necessary for the convenient trans-
action of its business, except that the company may purchase
such real estate as may be necessary for the successful pay-
ment of the debts due it, which real estate shall be disposed
of in less than five years; to purchase or discount bonds,
notes or other paper, and to lend money upon real or per-
sonal security, at such rate of discount or interest as may be
allowed by law. The company shall have the privilege of
calling in its certificates of deposit at pleasure, unless by
contract they have a fixed time to run. But nothing in this
act shall be so construed as to authorize said company to
issue and put in circulation any note in the nature of a bank
note.

6. The president and directors shall have power to declare
such dividends of the profits of the company as they may
deem proper: provided, that no dividend shall be declared,
if the eftect of it would be to lessen the amount of the
capital stock. They shall also make and publish semiannual
reports of the condition and investments of the company.

7. 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
and transfer his stock in the company on the books of the
same, or any part thereof, not being less than a whole share;
but no stockholder, indebted or liable to the 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; and if such debt or liability is not
paid, or satisfactorily secured within three months after the
same falls due or is incurred, then the board of directors shall
be at liberty to sell the stock and appropriate the dividends
of the delinquent stockholder for the satisfaction and dis-
charge of such debt or liability. In no case are deposits, or
the certificates therefor, to be held liable for any undertaking
of the company. |

8. If deposits are not paid on demand, when made in ac-
cordance with the terms of the certificates, then the same
may be recovered by warrant or motion (according to
amount), with interest upon the whole amount due from the
time of the demand; and the rate of interest to be allowed
shall be that prescribed by the fifth section of chapter fifty-
nine of the Code of Virginia, namely, ten per centum, unless
a higher rate of interest is fixed by the certificate itself; in
which event, such higher rate of intcrest shall be allowed the
depositor, his personal representative or assignee: provided
such rate of interest is not greater than is allowed by law.
9. General meetings of the stockholders shall be held an-
nually, and special meetings of the same shall be held at the
discretion of the board of directors, or upon a call of five or
more stockholders holding twenty thousand dollars worth of
stock in the ageregate. A majority of the stock, represented
In person, or by proxy exec uted not more than sixty days
betore the meeting, shall constitute a quorum for business;
and each stockholder shall be authorized to give as many
votes as he has shares of stock.

10. 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 officers charged with their
custody; and a statement of such examination and settle-
ment shall be recorded with the proceedings of the board of
directors.

11. The persons named in the first section, or any three of
them, shall be commissioners, Whose duty it shall be, within
six months after the passave of this act, at some suitable
place in the town of Charlottesville. and at such other places
as they may deem proper, to open books to receive subscrip-
tions to the capital stock of said corporation; and two weeks’
notice shall be given by said commissioners of the time and
place of opening said books, in one newspaper published in
the city of Richinond, and also in one newspaper published
in the town of Charlottesville; which books shall not be
closed in less than two wecks from the time of opening. If
more than five hundred thousand dollars worth of stock be
subscribed, then the subscriptions shall be sealed; but if less
than five hundred thousand dollars worth of stock be sub-
scribed, then the said commissioners may keep open the said
books, or may reopen them at discretion, and may open books
beyond the limits of Virginia,until as much as five hundred
thousand dollars worth be taken.

12. When a sufficient amount of stock is subseribed, the
said commissioners shall give ten days’ notice, published as
aforesaid, for a meeting of the stockholders, to choose direc-
tors. They shall supervise the first election of said officers,
and shall deliver over to them, when so elected, any property
belonging to the corporation that may have come into their
hands.

13. The charter of said company shall continue in force
for twenty years from and after the passage thereof; sub-
ject, however, to amendment, modification or repeal, at the
pleasure of the general assembly.