Chap. 300.—An ACT to incorporate the Insurance Company of America.

Passed January 29, 1866.

1. Be it enacted by the general assembly of Virginia, That
Angus R. Blakey, Henry T. Cricler, F. M. Wills, James D.
Jones, Horace W. Jones, George T. Jones, James L. Cabell.
B. C. Flannagan, W. C. Carrington, W. A. Turner and D. J.
Hartsook, and others who may associate under this act, are
hereby created and declared to be a body politic and corpo-
rate, by the name and style of The Insurance Company of
America; and by that name, may sue and be sued, plead and
be impleaded, in all the courts of law and equity in this state
or elsewhere, and have perpetual succession; to have, make
and use a common seal, and the same to break, alter or renew
at their pleasure; to ordain and establish such by-laws, ordi-
nances and regulations as they think wise; and generally
to do every act and thing necessary to carry into effect this
act, or to promote the object and design of this corporation:
provided, that such by-laws, ordinances, regulations or acts
be not inconsistent with the laws of this state or of the
United States. —

2. To make insurance upon dwellings, houses, stores, and
all other kind of buildings in town or country, and upon
household furniture, merchandise and other property, against
loss or damage by fire; to make insurance on lives; to cause
themselves to be reinsured, when deemed expedient, against
any risk or risks upon which they may have made or may
make insurance; to grant annuities; to receive endowments;
to guarantee the payment of promissory notes, bills of ex-
change or other evidences of debt; to make insurance upon
vessels, freights, goods, wares, merchandise, specie, bullion,
profits, commissions, bank notes, bottomry and respondentia
Interests; and to make all and every insurance connected
with marine and risks of transportation and navigation.

38. To receive money on deposit, and grant certificates
therefor, in accordance with the conditions set forth in sec-
tions four and five, chapter fifty-nine of the Code of Virginia;
but in no case are such deposits, or the certificates therefor,
to be held liable to make good any policy of insurance issued
by this company, or any other contract made by it; to borrow
money, and execute notes for the same.

4. The funds of this company, however derived, may be
invested in or lent on any stock or real security, or be used
in purchasing or discounting bonds, bills, notes or other
paper: provided, that the rate of discount shall be one-half
of.one per centum for thirty days, or such other rate as may
be lawful at the time of the transaction; but the interest
may in any case be paid in advance; and the said company
shall have power to purchase or otherwise acquire, and to
have and to hold, and likewise to convey and to sell any real
or personal estate for the purpose of securing any debt or
debts that may be due to them.

5. The capital stock of said company shall not be less than
fifty thousand dollars nor more than one million of dollars,
to be divided into shares of one hundred dollars each. The
said capital shall be payable by each subscriber, at such time
or times, and in such proportions as it may be called for by
the president and directors; and if any such subscriber shall
fail to pay the same, so called for, upon each and every share
so held, within twenty days after the same has been so called
for, then the amount so called for may be recovered by mo-
tion,, upon twenty days’ notice in writing, in any court of
record, either in the county of Albemarle, or place of resi-
dence of the holder of the stock, at the option of said com-
pany; and payment of any balance of subscription, not called
for as herein provided, shall at all times be kept fully secured
to the company in such manner as the president and directors
‘shall prescribe.

6. Angus R. Blakey, Henry T. Crigler, F. M. Wills, James
D. Jones, Horace W. Jones, George T. Jones, James IL.
Cabell, B. C. Flannagan, W. C. Carrington, W. A. Turner
and D. J. Hartsook shall be the directors of said company, of
whom the said Angus R. Blakey shall be president, and Henry
T. Crigler shall be secretary; and the said president, secre-
tary and directors shall continue in office until the fifteenth
day of April, eighteen hundred and sixty-six, or until their
successors are appointed. In case of a vacancy in the office
of president, secretary or directors, from any cause, the re-
maining directors may elect others to supply their places
until a meeting of the stockholders shall be held. The
atthirs of the said company shall be manazed by the presi-
dent, secretary and other members of the board of directors,
five of whom shall constitute a quornm.

7. The president, seeretary and directors shall appoint
such clerks and other officers as they may find necessary pro-
perly to conduct the business of the company, and allow
them suitable compensation; all of which oflicers shall hold
their places during the pleasure of the said president, secre-
tary and directors.

8. The president, secretary and directors shall have power
to appoint agents in any part of this state or elsewhere, and,
at their discretion, may take from them bonds with security,
conditioned for the taithful performance of their duties—
such agents being removable at the pleasure of the president
and secretary, subject. to the approval of the board of direc-
tors, or by the board of directors.

9. The scale of voting at all the meetings of said com-
pany shall be, one vote tor each share of stock not exceeding
tw enty, and one vote for ever v two shares exceeding twenty
and not exceeding two hundred, and one vote for every four
shares exceeding two hundred; and every stockholder not in
debt to the company may, at pleasure, by péwer 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 shall be permitted
to make a transter or receive a dividend until such debt is
paid, or secured to the satisfaction of the board of directors.

10. The president, seeretary 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 when, in the opinion of a majority of the board, the
capital stock will be impaired thereby. “They shall also, at
the end of every year, except that in which the company
goes Into operation, make a report showing the condition of
the company In regard to its business for the current year.
‘The first annual meeting of the stockholders of said company
shall be on the fifteenth day of April, eighteen hundred and
sixty-six; and thereafter, on the said fifteenth day of April
of each year: provided, that the said stockholders, at any
recular meeting, or the board of directors may at any time
change the day for said annual meeting; and the president,
secretary and directors may at any time call a general meeting
of the stockholders; and any number of stockholders ownng
not less than one-third of the whole number of shar es, may
require the president and secretary to call such meeting ; and
on their refusal to do so, may themselves call such meeting,
in each case giving at least fifteen days’ notice, by publication
in one or more newspapers in the town of Charlottesville or
city of Richmond.

11. The members of the company shall not be liable for
any loss, damage or responsibility beyond the property they
have in the capital and funds of the company, to the amount
of the shares held by them respectively, and any profits
arising therefrom not divided. |

12. All policies of insurance and other contracts made by
the said company, signed by the president and countersigned
by the secretary, shall be obligatory on the said company,
and have the same effect as if attested by a corporate seal.

13. Nothing in this act shall be so construed as to author-
ize said company to issue and put in circulation any note in
the nature of a bank note.

14. The board of directors shall allow to the president and
secretary a reasonable compensation for their services.

15. The said Angus R. Blakey, Henry T. Crigler and
others, named in the sixth section of this act as the board of
directors, shall, within twelve months after the passage of
this act, open books at some suitable place in the town of
Charlottesville, and at any other place they may deem proper,
to receive subscriptions to the capital stock of this corpora-
tion; and may prescribe such terms in regard to said sub-
scription as they may think wise, not inconsistent with the

rovisions of this act and the laws of this state or of the

nited States. But nothing herein contained shall be so
construed as to allow the commissioners named in this act, or
any other person or persons, to organize the company herein
provided for, until the amount of twenty-five thousand dollars
of the capital stock thereof shall have been first subscribed
and fully paid up in money.

16. This act shall be in force from its passage, and is here-
by made perpetual: provided, nevertheless, that the legislature
ot Virginia reserves to itself the power to alter, amend or
repeal any of the provisions thercof.

Chap. 300.—An ACT to incorporate the Insurance Company of America.

Passed January 29, 1866.

1. Be it enacted by the general assembly of Virginia, That
Angus R. Blakey, Henry T. Cricler, F. M. Wills, James D.
Jones, Horace W. Jones, George T. Jones, James L. Cabell.
B. C. Flannagan, W. C. Carrington, W. A. Turner and D. J.
Hartsook, and others who may associate under this act, are
hereby created and declared to be a body politic and corpo-
rate, by the name and style of The Insurance Company of
America; and by that name, may sue and be sued, plead and
be impleaded, in all the courts of law and equity in this state
or elsewhere, and have perpetual succession; to have, make
and use a common seal, and the same to break, alter or renew
at their pleasure; to ordain and establish such by-laws, ordi-
nances and regulations as they think wise; and generally
to do every act and thing necessary to carry into effect this
act, or to promote the object and design of this corporation:
provided, that such by-laws, ordinances, regulations or acts
be not inconsistent with the laws of this state or of the
United States. —

2. To make insurance upon dwellings, houses, stores, and
all other kind of buildings in town or country, and upon
household furniture, merchandise and other property, against
loss or damage by fire; to make insurance on lives; to cause
themselves to be reinsured, when deemed expedient, against
any risk or risks upon which they may have made or may
make insurance; to grant annuities; to receive endowments;
to guarantee the payment of promissory notes, bills of ex-
change or other evidences of debt; to make insurance upon
vessels, freights, goods, wares, merchandise, specie, bullion,
profits, commissions, bank notes, bottomry and respondentia
Interests; and to make all and every insurance connected
with marine and risks of transportation and navigation.

38. To receive money on deposit, and grant certificates
therefor, in accordance with the conditions set forth in sec-
tions four and five, chapter fifty-nine of the Code of Virginia;
but in no case are such deposits, or the certificates therefor,
to be held liable to make good any policy of insurance issued
by this company, or any other contract made by it; to borrow
money, and execute notes for the same.

4. The funds of this company, however derived, may be
invested in or lent on any stock or real security, or be used
in purchasing or discounting bonds, bills, notes or other
paper: provided, that the rate of discount shall be one-half
of.one per centum for thirty days, or such other rate as may
be lawful at the time of the transaction; but the interest
may in any case be paid in advance; and the said company
shall have power to purchase or otherwise acquire, and to
have and to hold, and likewise to convey and to sell any real
or personal estate for the purpose of securing any debt or
debts that may be due to them.

5. The capital stock of said company shall not be less than
fifty thousand dollars nor more than one million of dollars,
to be divided into shares of one hundred dollars each. The
said capital shall be payable by each subscriber, at such time
or times, and in such proportions as it may be called for by
the president and directors; and if any such subscriber shall
fail to pay the same, so called for, upon each and every share
so held, within twenty days after the same has been so called
for, then the amount so called for may be recovered by mo-
tion,, upon twenty days’ notice in writing, in any court of
record, either in the county of Albemarle, or place of resi-
dence of the holder of the stock, at the option of said com-
pany; and payment of any balance of subscription, not called
for as herein provided, shall at all times be kept fully secured
to the company in such manner as the president and directors
‘shall prescribe.

6. Angus R. Blakey, Henry T. Crigler, F. M. Wills, James
D. Jones, Horace W. Jones, George T. Jones, James IL.
Cabell, B. C. Flannagan, W. C. Carrington, W. A. Turner
and D. J. Hartsook shall be the directors of said company, of
whom the said Angus R. Blakey shall be president, and Henry
T. Crigler shall be secretary; and the said president, secre-
tary and directors shall continue in office until the fifteenth
day of April, eighteen hundred and sixty-six, or until their
successors are appointed. In case of a vacancy in the office
of president, secretary or directors, from any cause, the re-
maining directors may elect others to supply their places
until a meeting of the stockholders shall be held. The
atthirs of the said company shall be manazed by the presi-
dent, secretary and other members of the board of directors,
five of whom shall constitute a quornm.

7. The president, seeretary and directors shall appoint
such clerks and other officers as they may find necessary pro-
perly to conduct the business of the company, and allow
them suitable compensation; all of which oflicers shall hold
their places during the pleasure of the said president, secre-
tary and directors.

8. The president, secretary and directors shall have power
to appoint agents in any part of this state or elsewhere, and,
at their discretion, may take from them bonds with security,
conditioned for the taithful performance of their duties—
such agents being removable at the pleasure of the president
and secretary, subject. to the approval of the board of direc-
tors, or by the board of directors.

9. The scale of voting at all the meetings of said com-
pany shall be, one vote tor each share of stock not exceeding
tw enty, and one vote for ever v two shares exceeding twenty
and not exceeding two hundred, and one vote for every four
shares exceeding two hundred; and every stockholder not in
debt to the company may, at pleasure, by péwer 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 shall be permitted
to make a transter or receive a dividend until such debt is
paid, or secured to the satisfaction of the board of directors.

10. The president, seeretary 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 when, in the opinion of a majority of the board, the
capital stock will be impaired thereby. “They shall also, at
the end of every year, except that in which the company
goes Into operation, make a report showing the condition of
the company In regard to its business for the current year.
‘The first annual meeting of the stockholders of said company
shall be on the fifteenth day of April, eighteen hundred and
sixty-six; and thereafter, on the said fifteenth day of April
of each year: provided, that the said stockholders, at any
recular meeting, or the board of directors may at any time
change the day for said annual meeting; and the president,
secretary and directors may at any time call a general meeting
of the stockholders; and any number of stockholders ownng
not less than one-third of the whole number of shar es, may
require the president and secretary to call such meeting ; and
on their refusal to do so, may themselves call such meeting,
in each case giving at least fifteen days’ notice, by publication
in one or more newspapers in the town of Charlottesville or
city of Richmond.

11. The members of the company shall not be liable for
any loss, damage or responsibility beyond the property they
have in the capital and funds of the company, to the amount
of the shares held by them respectively, and any profits
arising therefrom not divided. |

12. All policies of insurance and other contracts made by
the said company, signed by the president and countersigned
by the secretary, shall be obligatory on the said company,
and have the same effect as if attested by a corporate seal.

13. Nothing in this act shall be so construed as to author-
ize said company to issue and put in circulation any note in
the nature of a bank note.

14. The board of directors shall allow to the president and
secretary a reasonable compensation for their services.

15. The said Angus R. Blakey, Henry T. Crigler and
others, named in the sixth section of this act as the board of
directors, shall, within twelve months after the passage of
this act, open books at some suitable place in the town of
Charlottesville, and at any other place they may deem proper,
to receive subscriptions to the capital stock of this corpora-
tion; and may prescribe such terms in regard to said sub-
scription as they may think wise, not inconsistent with the

rovisions of this act and the laws of this state or of the

nited States. But nothing herein contained shall be so
construed as to allow the commissioners named in this act, or
any other person or persons, to organize the company herein
provided for, until the amount of twenty-five thousand dollars
of the capital stock thereof shall have been first subscribed
and fully paid up in money.

16. This act shall be in force from its passage, and is here-
by made perpetual: provided, nevertheless, that the legislature
ot Virginia reserves to itself the power to alter, amend or
repeal any of the provisions thercof.