Chap. 168.—An ACT to incorporate the Central Insurance and Banking
Company of Virginia.

Passed February 6, 1867.
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1. Be it enacted by the general assembly of Virginia, That
R. H. Styll, R. D. James, N. B. Hill, James C. Johnson,
Francis T. Isbell, E. J. Crump, William B. Jones and others
who may associate with them under this act, are hereby
created and declared to be a body politic and corporate, by
the name.and style of The Central Insurance and Banking
Company of Virginia; and by that name may sue and be
sued, plead and be impleaded, in all the courts of law and
equity in this state and elsewhere, and to make and have a
common seal, and the same to break, alter or renew, at their
pleasure; to ordain and establish such by-laws, ordinances
and regulations, and generally to do every act and thing ne-
cessary to carry into effect this act, or to promote the object
and design of this corporation: provided that such by-laws,
ordinances and regulations or acts, be not inconsistent with
the laws of the state or of the United States.

2. Said corporation shall have power to make insurances
of every kind in the fire, marine or life line, on the mutual
and cash plan, on houses, cargoes, vessels, lives and every
description of property whatever, and grant renewals of ex-
pired policies on the same; to cancel risks, and cause them-
selves to be reinsured, when deemed expedient, against risks
upon which they have insurance made; to grant annuities;
to receive endowments; to contract for reversionary inte-
rests; to purchase or guarantee payment of promissory
notes, bills of exchange, or other evidences of debt; to have
commercial or other paper made payable at their office, and
same protested there for non-payment; to recelve money on
deposit, give drafts on other points or certificates of deposit
therefor, but in no case are such deposits or certificates there-
for to be held liable to make good any policy of insurance
issued by this company: provided, that nothing herein con-
tained shall authorize said corporation to take or charge for
the loan or forbearance of money or other thing, more than
the legal rate of interest; and provided further, that said cor-
poration shall be subject to the provisions of law relating to
banks of deposit. :

3. The funds of said company, however derived, may be
invested in bank, state or other stacks, and the purchase of
bonds issued by this or any other state of the United States,
and of bonds of any incorporated company. Said company
shall have power to purchase or otherwise acquire, to have
and to hold, and: likewise to convey and to sell any real and
personal estate, and also take liens on same by deed for the
purpose of securing any debt or debts that may be due to
them, and to lend money upon personal or real estate by
contract.

4, The capital stock of said company shall not be less
than twenty-five thousand dollars nor more than five hun-
dred thousand dollars, to be divided into shares of fifty dol-
lars each; said stock, payable by each subscriber at such time
or times as called for by the president and directors, and in
such proportion as they may decm necessary; and if any
subscriber shall fail to pay the same in twenty days after the
same shall be so called for and demanded, then the said
amount may be recovered by motion upon twenty days’ no-
tice in writing in any court of record in the county or place
of residence of said stockholder.

d. The affairs of said company shall:be managed by a pre-
sident and board of directors, which shall consist of not less
than five nor more than nine, a majority of whom shall con-
stitute a quorum; said directors shall be elected by ballot
from among the stockholders of said company in general
meeting assembled, by a majority of the votes of said stock-
holders pregent in person or by proxy, according to a scale
of voting héreinafter prescribed; and the directors thus cho-
sen shall choose from among themselves a president, and
allow him a reasonable salary for his services; said president
and directors shall’ continue in office one year, or until
successors are chosen. In case of vacancy in the office of
president or directors from any cause, the remaining directors
may elect others to supply such vacancy for the remainder of
the term for which they were elected. .

6. The president and directors of said company shall ap-
point a secretary and such other officers and clerks as they
deem proper, and allow them suitable compensation for their
services; said president and directors may appoint agents at
such points as they desire, who, together with the secretary
and other officers and clerks so appointed, shall hold their
positions subject to the pleasure of the board of directors
to remove them. Said president and directors shall have
power to declare dividends of the profits of the company
such as they deem proper, or they may declare or refuse so
to do when and so long as they deem the interest of the
company so demand. .

7. The stockholders in said company shall not be liable for
any loss, damage or responsibility, other than the property
they have in the capital and funds of the company to the
amount of the shares respectively held by them, and any
profits arising therefrom not divided. ,

8. The scale of voting in said company at all their meet-
ings shall be, one vote for each share of stock not exceeding
forty, one vote for every four shares exceeding forty and not
exceeding four hundred shares, and one vote for every eight
shares exceeding four hundred; and every stockholder not
in debt to the company may, at pleasure, by power of attor-
ney or in person, assign and transfer his stock in the company
on the books of the same; but no stockholder in debt to the
company shall be permitted to make a transfer or receive a
dividend until such debt is paid or secured to the satisfaction
of the board of directors.

9. The persons named in first section, or any two of them,
shall be commissioners, whose duty it shall be, within twelve
months after the passage of this act, at some suitable place
in the city of Richmond, and at such other places as they
may deem proper, to open books to receive subscriptions to
the capital stock of said company, which books shall not be
closed in less than ten days from the time of opening. The
said commissioners shall give notice in one or more of the
newspapers published in the city of Richmond, of a meeting
of the stockholders to choose directors, and one of said com-
missioners shall be sufficient to supervise the election of said
ofticers, and shal] deliver to them, when so elected, any pro-
perty of said corporation that may have come into their
hands.

10. This act shall be and continue in force from its passage,
but shall be subject at all times to repeal or modification by
the general assembly.