Chap. 252.—An ACT to incorporate the Culpeper Savings Bank and In-
surance Company.

Passed February 27, 1867. .

1. Be it enacted by the general assembly of Virginia, That
James Barbour, Daniel IF’. Slaughter, Walter O’Bannon, Jacob
Eggborn, James Field, Fayette M. Latham, Charles Critten-
den, Charles Wait, Lewis Nelson, and such others as may asso-
ciate with them under this act, be and they are hereby created
and declared to be a body politic and corporate, by the name
and style of The Culpeper Savings Bank and Insurance Com-
pany ; and by that name may sue and be sued, implead and be
impleaded, in all the courts of law and equity in this state or
elsewhere, and have perpetual succession; to have, make out
and use a common seal, and the same to break, alter or re-
new at their pleasure; to ordain and publish such by-laws,
ordinances and 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 designs 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 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 thernselves to be insured, when deemed expe-
dient, against any risk or risks upon which they have made
or may make insurance; to grant annuities; to make insu-
rance upon 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.

8. 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 Vir-
ginia; but in no case are such deposits, or the certificates
therefor, to be held liable to make good any policy of insu-
rance 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 to be
used in purchasing or discounting bonds, bills, notes, or other
paper: provided, that the rate of interest shall be such as
may be lawful at the time of such transaction; but the in-
terest in any such transaction may be demanded and paid in
advance; and the said company shall have power and au-
thority to purch@se, 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 sectring any debt or debts that
may be due, or for the purpose of promoting the object and
design of this corporation. * |

). The capital stock of this company shall not be less than
fifty thousand dollars, with authority to the said company to
increase the same to an amount not exceeding five hundred
thousand dollars. The capital ‘shall be divided into shares
of twenty-five dollars each, and shall be payablé 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 ealled for
may be recovered by motion, upon twenty days’ notice in
writing, in any court of record in the county of Culpeper, or
place of residence of the holder of the stock at the option of
the said company. |

6. The persons named in the first section of this act, shall
be. the directors of this company till otherwise appointed by
the stockholders; and they may, as soon as proper, appoint
a president and secretary trom among their number, or from
among others who may hereafter be associated with them ;
and the said president and secretary shall continue in office
till the first day of March, eighteen hundred and sixty-eight,
or until their successors are appointed. In case of a vacancy
in the office of president, secretary 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 nine nor more than fifteen di-
rectors, who, with the president and secretary, (who must
also be directors), shall manage the affairs of the company.
Five of the said directors shall constitute a quorum for any
and all business purposes of said company. ‘The meetings of
the stockholders shall be held at Culpeper courthouse, Vir-
ginia, and the business office of the said company shall be in
the said town. |

7. The president, secretary 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 clerks and officers shall
hold their places during the pleasure of the said president,
secretary and directors.

8. The president, secretary and directors, shall have power
to appoint 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 thepleasure of the president and
secretary, subject to the approval of the board of directors,
or by the board of directors.
9. The scale of voting at the meetings of said company
shall be, one vote for each share of stock not exceeding
twenty, and one vete 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 ‘pleasur e, 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 maké a transfer or receive a dividend until such debt is
paid or secured to the satisfaction of the board of directors.

10. The president, secretary 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 first day of March, eighteea hundred and
sixty-eight, and thereafter on the said first day of March of
each year: provided, that the said stockholders at any regu-
lar meeting, or a 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 owning not
less than one-third of the whole number of shares, may re-
quire 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 a newspaper published in the state.

11. The members of the 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 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 autho-
rize the said company to issue and put in circulation any note
in the nature of a bank note.

14. The board of directors shall allow the president ‘and
secretary a reasonable compensation for their services, to be
established and fixed from time to time by said board.

15. 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 at Cul-
peper courthouse, and at any other place or places they may
deem proper, to receive subscriptions to the capital stock of
jhis corporation; and may prescribe such terms in regard to
aid subscriptions as they may deem wise, not inconsistent
with the provisions of this act and the laws of the state and
the United States.
, 16. This act shall take effect trom its passage, and shall be
‘subject to amendment, modification or repeal, at the pleasure
of the general assembly of Virginia.

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