Chap. 286.—An ACT incorporating thé Manchester Insurance and Savings
Company.

Passed March 1, 1867.

1. Be it enacted by the general assembly.of Virginia, That
William I. Clopton, Henry Coalter Cabell, F. C. D. Farmer;
George T. Blanton, Luther R. Chiles, R. ‘i. Beasley, -H. C.
Burnett, C. C. Clarke, William P. Munford, B. H. Morrisett,
L. 5. Clarke, G. R. Harding, Albin Burnett, and others who
may associate undef this act, are hereby created and declared
to be a body politic and corporate, by the name and style of
The Manchester Insurance and Savings 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;
havé perpetual succession; to have, make and use a common
seal, and the same to change, alter or renew at their pleasure;
to ordain and establish such by-laws, ordinances and regula-
tions as they may deem fit and necessary; and generally to
exercise all and every corporate power and privilege neces-
sary to garry into full operation the corporation hereby
created: provided, that such by-laws, ordinances, regulations
powers and privileges be not in contravention of the laws of
Virginia 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, merchandize and other property, against
loss or damage by fire: to make insurance on lives; to cause
themselves to be reinsured, when. deemed expedient, upon
any risk or risks upon which they may have made or may
make insurance; ‘to grant annuities; to receive endowments;
to make insurance upon vessels, freights, goods, wares, mer-
chandize, specie, bullion, pr ofits, commissions, bank notes,
bottomry or respondentia interests : and to make all and
every insurance connected with marine risks and risks of
transportation and navigation.

3. Toreceive money on deposit and grant cer tificates there-
for, in accordance with the conditions set forth in sections
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. To purchase, buy, sell, convey or hypothecate real es-
tate, not exceeding at any one time fifty thousand acres, or
other property, or to take risks in the same, in the name of
this company, said purchasing, buying, selling, conveyance
and hypothecation to be transacted, effected and performed
under the rules and regulations which may be established by
by-law of this company.

5. 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 pa-
per: provided, that the rate of interest shall be one-half of
one per centum for thirty days, or such other rate as may be
lawful and proper at the time of the transaction; but the in-
terest in any case may be paid in advance. :

6. The capital stock of said company shall not be less than
ten thousand dollars nor more than five hundred thousand
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 game has been so
called for, then the amount so called for may be recovered
-by motion, upon twenty days notice in writing, in any caqurt.
of record within the jurisdiction whereof the said holder of
said stock may reside; or, at the option of the company, be-
fore any court of record in the county of Chesterfield.

7. That William I. Clopton, Henry Coalter Cabell, F. C.
D. Farmer, George T. Blanton, Luther R. Chiles, R. H. Beas-
ley, H. C. Burnett, C. C. Clarke, William P. Munford, B. H.
Morrisett, L. 8. Clarke, G. R. Harding and Albin Burnett,
shall be the directors of said company,of whom theasaid Wil-
liam I. Clopton shall be president and the said L. 8. Clarke
shall be secretary; and the said president, directors and sec-
retary, shall continue in office until the first day of January,
eighteen hundred and sixty-eight, or until their successors
may be appointed. In case of a vacancy in the ohice of pre-
sident, directors or secretary, from any cause, the remaining
directors may elect others to supply their places until the
meeting of the stockholders shall be held. The-affairs of the
said company shall"be conducted by the president and direc-
tors, five of whom shall be a quorum.

8. The president and directors may appoint such clerks
and other officers as they may deem necessary to conduct
the affairs of this company, all of which clerks or officers may
be removed by the president and directors at their pleasure.

9. "The president and directors may appoint agents in this
state or elsewhere, and at their discretion, may take from
them bonds, with security, conditioned for the performance
of ‘their duties as agents thereof; such agents to be remova-
ble at the pleasure of the president and directors.

10. The scale of voting at all the meetings of said com-
pany shall be one vote for each share of stock not exceeding
ten, and one vote for every two shares exceeding ten in num-
ber and not exceeding twenty, and one vote for every six
shares of stock exceeding twenty in number; and every share-
holder not in debt to the company may, at pleasure, by power
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 transfer or receive a dividend until such
debt is paid or secured’ to the satisfaction of the board of
directors.

11. The president and directors shall have power to de-
clare such dividends of the profits of the company as they
may deem proper: provided that no dividend shall be de-
clared when, in the opinion of a majority of directors then
meeting, the capital stock will be impaired thereby. They
shall also, at the end of each year, except that in which the
said 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-J uly, eighteen hun-
dred and sixty-seven, and thereafter on the first day of July of
each year: provided that the stockholders, at any annual
meeting, or the presidentand directors, at any meeting, change
the day for said annual meeting, or establish as many meetings
as they may elect to appoint; and the president and directors
may at any time call a general meeting, and any number of
‘Shareholders, owning not less than one-third, may at any
time require ‘the president to call such meeting, or, In case of
his refusal so to do, may themselves, by giving five days
notice, call such meeting by publication.

12. The members of the company shall not be liable for
any loss, damage or responsibility, other than the property
which they have in the capital and funds of the company, as
respectively held by them in the shares thereof. :

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

14. Nothing in this act shall be construed as to authorize
the said company to issue and put in circulation any note in
the nature of a bank note.

15. The president and board of directors shall have power
to take premiums or risks, either wholly in cash or wholly on
credit, or part in cash or part on credit, as may be provided
for by law, and for the amount of the credit premiums, may
receive notes or bonds.

16. The board of directors may. allow to the president
and secretary reasonable compensation.

17. The said William I. Clopton, Henry Coalter Cabell,
F.C. D. Farmer, and others named in the seventh section of
this act, shall, within twelve months from the passage of this
act, open books in the town of Manchester, and at such
other places as they may think proper, to receive subscrip-
tion to the capital stock of said company, and may prescribe
such terms in respect to said subscription as they may deem
wise, not inconsistent with the provisions ‘of this act and the
laws of Virginia or of the United States. The principal
office of said company shall be in the town of Manchester,
but may be removed to such Place as the stockholders may
select.

. 18. This act shall be in force from its passage, anil shall be
subject to modification, amendment or repeal, at the pleasure
of the general assembly.