Chap. 196.—An ACT to incorporate the American Industrial Agency.
Passed) February 12, 1866.

Whereas it is represented to this general assembly, that
the suspension of specie payments and the derangement of
the currency prevented the organization of the company con-
templated by the act entitled an act to incorporate the Ame-
rican agency, as required by the laws of this state: There-
fore, it is enacted by the general assembly that the act afore-
said be and the same is hereby re-enacted and so amended as
to read as follows:

“1. Be it enacted by the general assembly, That Duff
Green, James Lyons, Stafford HL. Parker, James L. Apperson,
Benjamin E. Green, William F. Taylor, John B. Morton,
Joseph E. Johnson, William If. Mactarland, and the owners
of the shares herein authorized to be issued, be and they are
hereby-made a body politic and corporate, under the name
and stvle of The American Industrial Agency; with power
and authority, in that name, to have continued succession,
with all the rights, powers and privileges which may he neces-
sary or proper for them to have. possess, exercise and enjoy
ax a company incorporated for the purposes herein stated ;
and may have, hold. possess and acquire, by any lawful means,
any property and estate. real or personal; and the same may
use, lease. let, mortgage, sell, transfer and convey: provided
the said company shall not hold in this state more real estate
than may be requisite for the convenient transaction of their
business, unless it be purchased bona fide in payment of debts
due to them; and in such eases, they shall alienate such lands
within ten years from the date of such purchase.

“2. Whereas one purpose of this act is to organize an incor-
porated company with the intent of aiding in the purchase
and sale of railroad bonds, and shares and other public and
private securities: therefé6re, the said company may, and
they are hereby authorized and empowered to receive and
hold, on deposit and in trust, any property and estate, real
and personal, including the bonds and shares of railroad and
other improvement companies, and the notes, bonds and ac-
counts and obligations of governments, states, cities, corpo-
rations. companies and individuals: and the same may pur-
chase, collect, adjust and settle; and may sell and dispose
thereof in any market in the United Statys or elsewhere, and
upon such terms and tur such price as may be agreed upon
between them and the parties contracting with them; and
may deal in exchange, foreign and domestic; and may en-
dorse and guarantee the payment of the notes and bonds,
and the performance of the obligations and contracts-of gov-
ernments and of states, citics, towns, counties, corporations,
companies and individuals.

“3. The persons named in section one, or a majority of
them. may in person, or by proxy, open books of subscrip-
tion at such times and places as they, may deem expedient ;
and when three hundred thousand dollars shall have been
subscribed, the shareholders may organize the company by
the appointment of five or more directors; and the directors
for the time being, shall have power to enact by-laws for the
management of their aifnirs, and to exercise and enjoy all
the richts., powers and privileges herein granted, and which
it may be necessary or proper for them to have, exercise and
enjoy; and they may, from time to time, increase the re-
sources of the company, by borrowing money on a pledge of
their property, or without such pledye, or by new subscrip-
tions: and any citizen or subject, company or corporation of
any government, state or country may subscribe for, purchase
and hold shares of the said company, subject to no other la-
bility on account thereof than for the payment, to the said
company, of the sums due or to become due on the shares
subsertbed for or held by them. ;

Vhe by-laws may preseribe the number of and the man-
ner in which the direetors, officers and agents of the company
shall be selected, and may also prescribe their powers and
duties and fix their terms of service and compensation. The
company shall have an oflce in the city of Lichmond; and
the directors for the time being may from time to time estab-
lish branches and avencies in’ Europe and elsewhere, as they
may deem expedient, under such r ules and regulations as they
imay prescribe, and divide their eapital into shares, and. pre-
seribe the manner in which they shall be transferred on the
hooks of the company: and the said company shall not issue
their own notes or bills to be used as currency; nor shall their
by-laws or regulations he inconsistent with the laws or con-
stitution of this state: and in all meetings of the shareholders,

cach share shall be entitied to one vote.

“4. The said company may grant annuities and imsure
houses, coords, property and persons against damave or. loss
ly fire or water or any other casualty; and the directors
shall invest a sum equal to one-halt of the capital used in this
state: which securities shall be held as a reserved fund,
pledged for the payment of any contingent habliliues which
may be created in the course of their business; and should
any part of this reserved fund be at any time taken in pay-
ment of any such liabilities, it shall be the duty of the diree-
tors to reinstate the sum thus taken, by appropriating thereto
so much of the current income as may be requisite therefor:
and no distribution of profits shall at any time be made, so
long as there may be any deficiency in the fund reserved as
atoresaid: and the securities constituting the reserved find
shall be deposited in the treasury of this state, and held im
trust, subject to the payment of such contingent liabilities as
may acerue as aforesaid: provided, nevertheless, that. the
said company may, of their own accord, pay and discharge
such liabilities, and may so control the securities, thus de-
posited, as to use any part thereof in payment of such habil-
ties: and provided further, that the company may receive the
interest accruing on such securities, and may, at their option,
substitute other good securities of like value for such of the
securities, deposited as aforesaid. as they may wish to with-
draw or cancel: and for receiving and taking care of the said
securities, the treasurer shall be entitled to receive a reasona-
ble compensation, to be paid by the said company, not to ex-
ceed tive hundred dollars per annum: and until a further
organization is made, the persons named in section one shall
be a board of directors, a majority of whom may and hereby
are authorized to act as such, with all the rights, powers and
authority herein given.

“6, This act shall be in force from and after its passage,
and subject to amendment, modification or repeal, at the
pleasure of the general assembly.”

Chap. 196.—An ACT to incorporate the American Industrial Agency.
Passed) February 12, 1866.

Whereas it is represented to this general assembly, that
the suspension of specie payments and the derangement of
the currency prevented the organization of the company con-
templated by the act entitled an act to incorporate the Ame-
rican agency, as required by the laws of this state: There-
fore, it is enacted by the general assembly that the act afore-
said be and the same is hereby re-enacted and so amended as
to read as follows:

“1. Be it enacted by the general assembly, That Duff
Green, James Lyons, Stafford HL. Parker, James L. Apperson,
Benjamin E. Green, William F. Taylor, John B. Morton,
Joseph E. Johnson, William If. Mactarland, and the owners
of the shares herein authorized to be issued, be and they are
hereby-made a body politic and corporate, under the name
and stvle of The American Industrial Agency; with power
and authority, in that name, to have continued succession,
with all the rights, powers and privileges which may he neces-
sary or proper for them to have. possess, exercise and enjoy
ax a company incorporated for the purposes herein stated ;
and may have, hold. possess and acquire, by any lawful means,
any property and estate. real or personal; and the same may
use, lease. let, mortgage, sell, transfer and convey: provided
the said company shall not hold in this state more real estate
than may be requisite for the convenient transaction of their
business, unless it be purchased bona fide in payment of debts
due to them; and in such eases, they shall alienate such lands
within ten years from the date of such purchase.

“2. Whereas one purpose of this act is to organize an incor-
porated company with the intent of aiding in the purchase
and sale of railroad bonds, and shares and other public and
private securities: therefé6re, the said company may, and
they are hereby authorized and empowered to receive and
hold, on deposit and in trust, any property and estate, real
and personal, including the bonds and shares of railroad and
other improvement companies, and the notes, bonds and ac-
counts and obligations of governments, states, cities, corpo-
rations. companies and individuals: and the same may pur-
chase, collect, adjust and settle; and may sell and dispose
thereof in any market in the United Statys or elsewhere, and
upon such terms and tur such price as may be agreed upon
between them and the parties contracting with them; and
may deal in exchange, foreign and domestic; and may en-
dorse and guarantee the payment of the notes and bonds,
and the performance of the obligations and contracts-of gov-
ernments and of states, citics, towns, counties, corporations,
companies and individuals.

“3. The persons named in section one, or a majority of
them. may in person, or by proxy, open books of subscrip-
tion at such times and places as they, may deem expedient ;
and when three hundred thousand dollars shall have been
subscribed, the shareholders may organize the company by
the appointment of five or more directors; and the directors
for the time being, shall have power to enact by-laws for the
management of their aifnirs, and to exercise and enjoy all
the richts., powers and privileges herein granted, and which
it may be necessary or proper for them to have, exercise and
enjoy; and they may, from time to time, increase the re-
sources of the company, by borrowing money on a pledge of
their property, or without such pledye, or by new subscrip-
tions: and any citizen or subject, company or corporation of
any government, state or country may subscribe for, purchase
and hold shares of the said company, subject to no other la-
bility on account thereof than for the payment, to the said
company, of the sums due or to become due on the shares
subsertbed for or held by them. ;

Vhe by-laws may preseribe the number of and the man-
ner in which the direetors, officers and agents of the company
shall be selected, and may also prescribe their powers and
duties and fix their terms of service and compensation. The
company shall have an oflce in the city of Lichmond; and
the directors for the time being may from time to time estab-
lish branches and avencies in’ Europe and elsewhere, as they
may deem expedient, under such r ules and regulations as they
imay prescribe, and divide their eapital into shares, and. pre-
seribe the manner in which they shall be transferred on the
hooks of the company: and the said company shall not issue
their own notes or bills to be used as currency; nor shall their
by-laws or regulations he inconsistent with the laws or con-
stitution of this state: and in all meetings of the shareholders,

cach share shall be entitied to one vote.

“4. The said company may grant annuities and imsure
houses, coords, property and persons against damave or. loss
ly fire or water or any other casualty; and the directors
shall invest a sum equal to one-halt of the capital used in this
state: which securities shall be held as a reserved fund,
pledged for the payment of any contingent habliliues which
may be created in the course of their business; and should
any part of this reserved fund be at any time taken in pay-
ment of any such liabilities, it shall be the duty of the diree-
tors to reinstate the sum thus taken, by appropriating thereto
so much of the current income as may be requisite therefor:
and no distribution of profits shall at any time be made, so
long as there may be any deficiency in the fund reserved as
atoresaid: and the securities constituting the reserved find
shall be deposited in the treasury of this state, and held im
trust, subject to the payment of such contingent liabilities as
may acerue as aforesaid: provided, nevertheless, that. the
said company may, of their own accord, pay and discharge
such liabilities, and may so control the securities, thus de-
posited, as to use any part thereof in payment of such habil-
ties: and provided further, that the company may receive the
interest accruing on such securities, and may, at their option,
substitute other good securities of like value for such of the
securities, deposited as aforesaid. as they may wish to with-
draw or cancel: and for receiving and taking care of the said
securities, the treasurer shall be entitled to receive a reasona-
ble compensation, to be paid by the said company, not to ex-
ceed tive hundred dollars per annum: and until a further
organization is made, the persons named in section one shall
be a board of directors, a majority of whom may and hereby
are authorized to act as such, with all the rights, powers and
authority herein given.

“6, This act shall be in force from and after its passage,
and subject to amendment, modification or repeal, at the
pleasure of the general assembly.”