Chap. 136.—An ACT to change the corporate name and amend the
Charter of the Richmond Savings Bank and Insurance Company.

Passed January 30, 1867.

1. Be it enacted by the general assembly, That the act
passed the twenty-fourth day of February, in the year eigh-
teen hundred and sixty-six, entitled an act to incorporate the
Richmond savings bank and insurance company, be and the
same is hereby amended and re-enacted so as to read as
follows: | ,

~Ҥ1. Beit enacted by the general assembly of Virginia,
That S. S. Cottrell, John A. Belvin, T. B. Starke, J. P. Jones
William Ira Smith, John Mahoney, and such others as may
associate with them under this act, be and they are hereby
created and declared to be a body corporate and politic, by
the name an@ style of The Richmond Banking and Insurance
Company; 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 publish such by-laws,
ordinances ard regulations as they think. proper and 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 dwelling houses, stores and
all other kinds of business, in town or country, and upon
household furniture, libraries, merchandise and other pro-
perty, against loss or damage by fire; to make insurance on
lives; to cause themselves to be insured, when deemed expe-
dient, against any risk or risks upon which they may have
made or may make insurance; to grant annuities; to make
insurances ypon vessels, freights, goods, wares, merchandise,
specie, bullion, profits, commissions, bank notes; and to make
all and every insurance connected with marine risks and risks
of transportation and navigation; to insure, or ¢gause to be
insured, such persons a8 may require the same, against gene-
ral accidents to their person while travelling or otherwise.

Ҥ 3. 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 hable to make good any policy of insurance issued
by this company, or any other contract made by it;-to bor-
row money and to execute notes for the same; and to guar-
antee the payment of money due upon bills of exchange,
negotiable notes, bonds or other written evidences of debt,
and the performance of other written contracts: provided,
however, ‘that nothing contained in the‘foregoing section
shall authorize said bank to take, for the loan or forbearance
of money, or other thing, more than the legal rate of interest.

Ҥ4. The funds of the 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 tht the rate of interest shall be such as
may be lawful at the time of such transaction, but the inte-
rest in any sueh transaction may be demanded and paid in
advance; and the said company shall have power and autho-
rity to purchase, or otherwise lawfully acquire, and to have
and to hold, and likewise to convey and to sell, any real
estate not exceeding five thousand acres, and any personal
estate, for the purpose of securing any debt or debts that
may be due, or for the purpose of promoting the object and
design of this corporation. , -

Ҥ 5. The capital stock of this company shall not be less
than fifty thousand dollars, with authority to the said com-
pany to increase the same to an amount not exceeding five
hundred thousand dollars. The capital stock shall be divided
into shares of twenty-five dollars each, and shall be payable
by each subscriber, at such time or times and:in such propor-
tions 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 motion, upon twenty days’
notice in writing, in any court of record in the city of Rich-
mond, or place of yesidence of the holder of the stock, at the
option of the said company. :

Ҥ6. The persons named in the first section of this act
shall be the directors of this company till others are ap-
pointed by the stockholders, and they may, as soon as proper,
appoint a president from.among their number, or from among
others who may hereafter be associated with them; and the
said president shall continue in office till the first day of
April, eighteen hundred and ‘sixty-seven, or until his succes-
sor is gppointed. In case of a vacancy in the office of presi-
dent or director, from any cause, the remaining directors
may elect others to supply their places until a meeting of the
stockholders shall be held. There shall not be less than
seven nor more than nine directors, who, with the president,
(who must also be a director), shall manage the affairs of the
company. Five of said directors shall constitute a quorum
for. any and all business purposes of said company. The
meetings of the stockholders shall be held in the city of
Richmond, Virginia, and the business oflice of the company
ghall be in the said city.

Ҥ7. The president and directors shall appoint such clerks
and other officers as they may find necessary properly to con-
duct the business of the company, and allow them suitable
compensation; all of which clerks and officers shall hold
their places during the pleasure of the said president and
directors.

Ҥ8. The president and directors shall have power to ap-
point agents in any part of the state or elsewhere, and, at
their discretion, may take from them bonds with security,
conditioned for the faithful performance of their duties—
such agents being removable at the pleasure of the president,
subject to the approval of the board at directors, or by the
board of directors.

9. The scale of voting at all the mestings of said com-
pany shall be, one vote for each share of stock not exceeding
twenty, and one vote for every 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 power of attor-
ney or in person, assign or 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 transfer or receive a dividend until such debt is

aid or secured to the satisfaction of the board of directors.

Ҥ10. 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 de-
clared unless earned, and in the opinion of a majority of the
board, the capital stock will be impaired thereby. They
shall cause a separate account to be kept of the expenses,
losses and profits of the business of insurance upon lives,
which account. shall be settled and balanced, and the net
profits of that business which ray be on hand after making
adequate provisions for all outstanding policies, for which the
company is bound, and from which a dividend may be de-
clared at least once in every year, and the holders of policies
given by the company upon the insurance of lives, shall be
entitled to 4 share of such net profits of that business, bear-
ing the same proportion to the whole amount thereof that
the whole amount of premiums and other moneys actually
paid to the company upon stich policies, shall bear to the
whole amount of capital actually paid in by the stockholders
of the company; which said share of profit shall be divided
among the holders of such policies as aforesaid, ra app 'y in
proportion to the amounts that may have been paid to the
company upon such policies respectively; and no policy will
receive its dividend until the January following the third
premium paid thereon; but the holders of the same shall not,
by reason of sharing in such profits as aforesaid, be deemed
members of the company, or partners in the business, or any
wise responsible for its debts, contracts or liabilities, any
farther than their premiums paid or to be paid. The said
president and directors 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 first day
of April, eighteen hundred and sixty-seven, and thereafter
on the said first day of April of each year: provided, that
the said stockholders, at any regular meeting, or a board of
directors, may at any time change the day of said annual
meeting, and the president and directors may at any time
call a general meeting of the stockholders; and any number
of stockholders, owning not less than one-third of the whole
number of shares, may require the president to call such
meeting ; and on his 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 published in the
city of Richmond. |

Ҥ11. The members of the company shall not be liable
for any loss, damage or responsibility, other than the pro-
perty they have in the capital and funds of the company, to
the amount of shares held by them respectively, and any
profits arising therefrom not divided.

Ҥ12. All policies of insurance and other contracts made
by the said company, signed by the president and counter-
signed by the secretary, shall be obligatory on the said com-
pany, and have the same effect as if attested by a corporate
seal.

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

Ҥ14. The board of directors shall allow the. president
and other officers a reasonable compensation for their ser-
vices, to be established and fixed from time to time by said
board. — ,

Ҥ15. The persons named in the sixth section of this act
as a board of directors, shall, within twelve months after the
passage of this act, open books at some suitable place in the
city of Richmond, and at any other place or places they may
deem proper, to receive subscriptions to the capital stock of
this corporation; and may prescribe such terms in reggrd to
said subscriptions as they may deem wise—not inconsistent
with the provisions of this act and the laws of the state and
the United States.” | , .

. 2. This act shall take effect from its passage, and shall be
subject to amendments, modifications or repeal, at the plea-
sure of the general assembly of Virginia.