Chap. 159.—An ACT to Incorporate the Life Insurance Company of Vir-
ginia.

Approved March 21, 1871.

1. Be it enacted by the general assembly of Virginia, That
A. G. McIlwaine, D’Arcy Paul, David B. Tennant, Robert B.
Bolling, Wm. Cameron, Wm. R. Mallory, John Arrington,
John Mann, R. G. Pegram, Robert H. Mann, Reuben Ragland,
T. T. Brooks, Wm. R. Johnson, Robert D. McIlwaine, S. W.
Venable, Dr. Thomas Withers, 8. A. Plummer, George Came-
ron, J. C. Riddle, C. W. Spicer, Wm. A. Bragg, Dr. James
Dunn, Dr. D. W. Lassiter, Samuel B. Paul, H. L. Plummer,
George H. Davis, J. C. Drake, David Callendar, A. A. Allen,
Bartlett Roper, J. P. Williamson, J. M. West, C. Baker Raine,
Robert Harrison, junior, Robert A. Martin, and all other per-
sons who shall hereafter become stockholders in the company
hereby incorporated, are hereby created a body politic and
corporate, by the name and style of The Life Insurance Com-
pany of Virginia, for the purpose of carrying on the business
of insurance on lives, and to make all and every insurance ap-
pertaining thereto or connected therewith; to cause themselves
to be reinsured; to grant endewments; to grant, purchase, or
dispose of annuities, and to contract for reversionary payments;
and shall and may have perpetual succession, and shall be capa-
ble in law of contracting and being contracted with, and ef
sueing and being sued, pleading and being impleaded, either in
law or equity, in all the courts of record in this state or else-
where, and they and their successors shall and may have a com-
mon seal, and may change the same at their will and pleasure,
and may also, from time to time, ordain and establish such by-
laws, ordinances, and regulations, the same not being incon-
sistent with the laws of the state and of the United States, as
may appear to them necessary or expedient for the manage-
ment of said corporation, its business, and affairs, and may, from
time to time, alter, amend, or repeal the same, or any of
them.
2. And be it further enacted, That the capital stock of said
company shall not be less than two hundred thousand dollars,
divided into shares of one hundred dollars each, with the privi-
lege to increase the same, from time to time, by a vote of the
stockholders at any annual or special meeting; and should the
capital stock at any time be increased, the stockholders, at the
time of such increase, shall be entitled to a pro rata share of
such increase upon the payment of the par value of the same.

38. When the said capital stock of two hundred thousand
dollars is subscribed, the company shall be organized, and the
persons named in section one, or such of them as become sub-
scribers to the capital stock, shall be directors, of whom A.
G. McIlwaine shall be president; and D’Arcy Paul and D. B.
Tennant shall be vice-presidents. Said officers and directors
shall continue until the second day. of April, eighteen hundred
and seventy-two, or until their successors are elected. In case
of a vacancy from any cause, the remaining directors may fill
said vacancy until a meeting of the stockholders.

4, The capital stock subscribed shall be payable by each sub-
scriber, at such time or times, and in such proportion as it may
be called for by the president and directors; and if any such
subscriber shall fail to pay the sum so called for, upon every
share so held, within twenty days after the same has been
so called for, then the said amount may be recovered by
motion, upon twenty days’ notice in writing, in any court of
record in the city of Petersburg, or place of residence of the
holder of the stock, at the option of said company: provided,
that before said company commences active business, the presi-
dent and directors shall require of the subscribers to the capi-
tal stock, ample security for the amount subscribed by them
respectively, not called for in cash.

5. The affairs of said company shall be managed by the presi-
dent, and directors, five of whom shall constitute a quorum.
They shall appoint such officers and clerks as they may find
necessary, to conduct the business of the company, and allow
them suitable compensation; all of whom shall hold their
places during the pleasure of said board. They shall have
power also to appoint agents in any part of the state or else-
where, and at their discretion, may take from them, bond with
security, conditioned for the faithful discharge of their duties,
such agents being removable at the pleasure of the president,
subject to the approval of the board. The said board of di-
rectors shall allow to the president a reasonable compensation
for his services.

6. The board of directors shall elect two of their number,
who, together with the president and the two vice-presidents
shall constitute a finance committee; and four of their number,
who, together with the president shall constitute an executive
committee. When the board: of directors are not in session,
the executive committee may exercise all the powers vested
in the company (except as shall be otherwise provided by the
board of directors, or the by-laws, ordinances or regulations
of the company), a majority of whom, may constitute a quorum
to do business. ,
7. Any policy of insurance issued by the life insurance com-
pany of Virginia, on the life of any person, expressed to be
for the benefit of any married woman, whether the same be
effected originally by herself or her husband, or by any other
person, or whether the premiums thereafter be paid by herself
or her husband or any other person as aforesaid, shall enure
for her sole and separate use and benefit, and that of her or
her husband’s children, if any, as may be expressed in said
policy, and shall be held by her, free from the control or claim
of her husband or his creditors, or of the person effecting the
same and his creditors.

8. That it shall be lawful for said corporation to purchase,
hold and convey real estate as follows:

- First. Such as shall be requisite for its immediate accommo-
* dation in the convenient transaction of its business; or,

Second. Such as shall have been mortgaged to it in good
faith, by way of security, for loans previously contracted, for
moneys due; or,

Third. Such as shall have been purchased at sales upon
judgments, decrees, or mortgages, obtained or made for such
debts; or,

Fourth. Such as shall have been conveyed to it in satisfac-
tion of debts previously contracted in the course of its deal-
ings.

. The said corporation shall not purchase, hold, or convey, real
, estate in any other case, or for any other purpose; and all such
real estate as shall not be necessary for the accommodation of
said company, in the convenient transaction of its business,
shall be sold and disposed of within six years after the said com-
pany shall have acquired title to the same, and it shall not be
lawful for the said company to hold such real estate for a longer
period than that above mentioned.

9. That the president, under the supervision of the finance
committee, shall have power to invest the capital stock and
accumulated profits, or surplus funds of the said company, in
such manner as they may deem best for the interests of the
company; but the stockholders of this company shall not be
liable for any loss, damage, or responsibility, beyond the
amount of stock subscribed by them respectively, and any
profits accruing therefrom and undivided; and the premium
reserve or re-insurance fund shall be invested in or loaned out
upon the following securities and no other:

First. The real estate as herein described.

Second. Bonds or negotiable paper, secured by mortgage
or deeds of trust on unencumbered real estate, worth, in each
case, at least double the amount loaned.

a Third. Stocks of the United States of America.

Fourth. Stocks of the several states, and of incorporated

cities therein.

Fifth. Bonds of any incorporated company.

10. All checks, drafts, policies, or contracts, shall be signed
by the president, and in his absence, by any one of the vice-
presidents, and countersigned by such officers as the board
may empower.
11. The directors of the company shall be elected annually
by the stockholders, on the first Tuesday in April, and they
shall elect from their number, at the first meeting of the board
after their election, a president and two vice-presidents, and
shall have power to appoint such officers, clerks, and agents as
the business of the company may require; to appoint the
finance and executive committees; and to fill vacancies occa-
sioned by death or resignation in the board. All elections for
directors shall be by ballot, and every stockholder shall be en-
titled to one vote for each share of the stock held by him, but
no person shall be eligible as director who is not a stockholder
to the amount of twenty shares. The annual meeting of the
company for the election of directors shall be held in the city
of Petersburg, where the chief office of the said company shall
be located, on the first Tuesday in April of each year after this,
and at such place as the directors may appoint, ten days’ pre-
vious notice of such meeting having been given, by advertise-
ment in one or more of the newspapers published in the city
of Petersburg.

12. That the directors shall have power to declare such divi-
dends of the profits of the company as they may deem proper,
which said dividends shall be apportioned between the stock-
holders and such classes of policy holders as the directors may,
by contract, entitle to share in said dividends, in such propor-
tion, and in such manner as may be determined by the by-laws
of the company: provided, that no dividend shall be declared
when the capital stock would be impaired thereby.

13. All policies of insurance, and other contracts made by
the company, signed by the president or officer temporarily
acting in his place, and countersigned by such officer’ as the
board may empower, shall be obligatory on the said company,
and have the same effect as if attested by a corporate seal.

14. The stockholders may, in general meeting, prescribe the
number of directors, by a by-law, to take effect at the next an-
nual meeting: provided, the number so prescribed shall not
be less than ten.

15. Every stockholder not in debt to the company, may, at
his pleasure, in person or by attorney, assign his stock on the
books of the company, or any part thereof, not being less than
a whole share; but no stockholder indebted to the company
shall assign, or make transfer of his stock, or receive a divi-
dend, until such debt is paid or secured to the satisfaction of
the board of directors.

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