Chap. 291.—An ACT to incorporate the Fireman’s Banking and Insurance
Company of the city of Richmond.

Passed March 2, 1867.

1. Beit enacted by the general assembly, That James M.
Taylor, Samuel ‘TT. Bayly, Robert A. E. Dabney, R. T. Rey-
nolds, C. C. Tinsley, Chastaine White and Joseph J. White,
and such others as may associate with them and their suc-
cessors under this act, be and they are hereby created and
declared to be a body corporate and politic, by the name and
style of the Fireman’s 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 and elsewhere,
and have perpetual succession; to have, make and use a com-
mon seal, and the same to br eak, alter or renew at their plea-
sure; to ordain and publish such by-laws, ordinances and
regtilations as they may think proper and. wise; and gene-

rally to do every act and thing necessary to carry into effect
this act, or to promote the object and design of this corpo-
ration: provided, that such by-laws, ordinances, regulations
or acts, be not inconsistent with the laws of this state or the
United States.

2. To make insurance upon dwelling houses, stores, and
all other kinds of business, in town and countr y, and upon
household furniture, libraries, merchandize and other pro-
perty, against loss or damage by fires; to make insurance on
lives; to cause themselves to be insured, when deemed expe-
dient, against risk or risks upon which they may have made
or may “make insurance; to grant annuities; to make insu-
rance upon vessels, freights, goods, wares, merchandize, spe-
cie, bullion, profits, commissions, bank notes, and to make all
and every insurance connected with marine risks and risks 04
transportation and navigation; to insure, or cause to be in-
suved, such persons as may require the same against genera
accidents to their person while traveling or otherwise.

3. To receive money on deposit and grant certificates there.
for, in accordance with the conditions set forth in sections
four and five, of chapter fifty-nine of the Code of Virginia:
but in no such case are such deposits, or the certificates there
for, 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 to execute notes for the same; and tc
guarantee 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.

4. 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 pa.
per: provided, that the rate of interest shall be such as may
be lawful at the time of such transaction; but the interest in
any such transaction may be demanded and paid in advance;
and the said company shall have power and authority to pur-
chase or otherwise lawfully acquire, and to have and to hold,
and likewise to convey and to sell, any real estate not ex-
ceeding five thousand acres, and any personal estate, for the
purposes of securing any debt or debts that may be due, or
for the purpose of promoting the object and design of this
corporation.

5. The capital stock of this company shall not be less than
twenty thousand dollars, with authority to the said company
to increase the same to an amount not exceeding five hun-
dred 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 residence of the holder of the stock, at
the gption of the Said company.

6. ‘The persons named in the first section of this ct, shall be
the directors of this company till others are appointed by the
stockhelders, and they may, as soon as proper, appoint a pre-
sident from among their number, or from among others who
may hereafter be associated with them; and the said presi-
dent shall continue in office till the first day of April, eigh-
teen hundred and sixty-seven, or until his successor is ap-
pointed. In case of a vacancy in the office of president. or
director, from any canse, the remaining directors may elect
others to supply their places until a meeting of the stock-
holders shall be held. There shall not be less than ten nor
more than fifteen, who, with the president, (who must also be
3 director,) shall manage the affairs of the company. Light of
said directors shall constitute a quorum for any and all busi-
2e€88 purposes of said company. The meetings of the stock-
holders shall be held in the city of Richmond, Virginia, gnd
the business office of the company shall be in said cify.
7. 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.
8. The president and directors shall have power to appoint
agents in any part of the state or elsewhere, and at their dis-
cretion may take from them bonds with security, conditioned
fer the faithful performance of their duties, such agents being
removable at the pleasure of the president, subject to the ap-
proval of the board of directors, or by the board of directors.
9. The scale of voting at all the meetings of said company,
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 stockhelder not in debt
to the company may, at pleasure, by power of attorney or in
person, assign or transfer his stock in the company, on the
books of the sanie, 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 se-
cured to the satisfaction of the board of directors.
10. 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 unless earned, and, in the opinion of a majority of the
board, the capital stock will not 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 shalf be settled and balanced, and the net
profits of that business which may be on hand, after making
adequate provision 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 a share of such net’profits of that business, bear-
ing the same proportion to the whole *anfount thereof ghat
the whole “mount of premiums and other moneys actually
paid to the company upon ‘such policies shall bear to the
whole amount of capital actually paid in by the stockgolders
of the company; which said share of profit shall be divided
among the holders of such policies as aforesaid, ratably 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 January following the third pre-
mium 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 far-
ther than their premiums paid or to be paid. The said pre-
sident and directors shall also, at the end of every year, ex-
cept 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 shall be on the first day of April, eigh-

teen hundred and sixty-seven, and thereafter on the said first
day of April of each year: ‘provided that the said stock-

holders, at any regular meeting, or a board of directors, may
at any time change the day for the annual meeting, and the
president and directors may at any time call a general meet-
ing 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 daso, 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.

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 compeny,
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 bill.

14, The board of directors shall allow the president and
other officers 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 hooks at some suitable place in the
city of Richmond, and at any other places they may deem
proper, to receive ‘subscriptions to the capital stock of this
corporation, and may prescribe such terms in regard to said
subscriptions as they may deem wise, not inconsistent with
the provisions of this act and the laws of the United States.

16. 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.