CHAP. 82.—An ACT to incorporate the Old Dominion investment
company.

Approved January 24, 1890.

1. Be it enacted by the general assembly of Virginia,
That W.S. Gooch, Charles E. Hoge, H. L. Chiles, John S.
Ellett, I. B. Levy, Mann S. Quarles, W. J. Johnson, N.
Partee, S. D. Gooch, H. P. Mason, G. G. Gooch, R. M.
Kent, G. K. Anderson, Judge A. E. King, or such of them
as may accept the provisions of this act, their associates
and successors, be, and they are hereby, incoporated and
made a body politic and corporate under the name and
style of the Old Dominion investment company, and by that
name shall be known in law, and shall have nerpetual
succession, and have power to sue and be sued, plead and
‘be impleaded, defend and be defended in all courts,
whether in law or in equity, and may make and have
a common seal and alter and renew the same at. pleasure,
and shall have, enjoy, and exercise al] the rights, powers,
and privileges pertaining to corporate bodies and neces-
sary for the purpose of this act. and may make by-laws,
rules, and regulations, consistent with the existing laws of
the state, for the government of all under its authority,
the management of its estates and properties, and the due
and orderly conduct of its affairs.

2. The capital stock of the said company shall not be.
less than twenty-five thousand dollars, and may be
increased to any amount not exceeding one million dol-
lars by issue and sale of shares, the par value of which
shall not be less than twenty-five dollars, from time to
time, under such regulations as the board of directors of
said company shall from time to time prescribe; and the
directors may receive real or personal property suited to
the business of the company in payment for subscrip-
tions to the capital stock, at such valuation as may be
agreed upon between the directors and the subscribers.

3. The said company is authorized and empowered to
make advances or loans of money on real or personal
estate, or any other kind of property or security, to deal in
and guarantee the obligations not official, mortgages, and
securities, negotiable or otherwise, of corporations and
individuals, to receive and hold on deposit, in trust as
security for safe-keeping or on storage, money, securities,
and property, real and personal, of every description; to
manage real estate, and generally to conduct the business
of a loan, investment, safe deposit company, with the
power tosaid company to purchase, hold, use, sell, mort-
gage, and dispose of property of any kind suited to the
business of the said company, and to borrow money, issue
and sell its bonds or obligations, negotiate paper and
secure the same by pledge or mortgage or deed of trust of
all or any part of its property.

4. The following persons named in this act, to wit: W.
S. Gooch, Charles E. Hoge, H. L. Chiles, I. B. Levy, W. J.
Johnson, N. Partee, H. P. Mason, G. G. Gooch and G. K.
Anderson, shall constitute the first board of directors of
the said company, and shall continue in office until the
first meeting of the stockholders thereof. At such first
meeting, and at every annual meeting, so many directors
shall be elected as may be prescribed by the by-laws and
regulations of said company, who may be removed by the
stockholders in general meeting; but, unless so removed,
shall continue iu office until their successors shall be
elected and qualified. Each stockholder in the company
shall, at all meetings or elections thereafter, be entitled to
one vote for each share of stock registered in his name.

5. The board of directors shall be stockholders of said
company. They shal] appoint one of their number pres-
ident, and may fill any vacancy that may occur in said
board, unless by removal; in which case the same shall be
filled by the stockholders in general meeting. Whenever
the minimum amount of capital stock herein named shall
have been subscribed, and the board of directors shall
have elected a president, said company shall be considered
legally organized, and may proceed to the transaction of
business. The board shall appoint, to hold, during its
pleasure, the subordinate officers and agents of the said
company, prescribe their compensations, and take from
them such bonds, with security, as they may deem fit.

6. The board of directors may establish offices and
agencies at such places as they may deem proper, but the
principal office of the company shall be located in the city
of Roanoke, Roanoke county, within the limits of the
state of Virginia.

7. The annual meeting of the stockholders of said com-
pany shall be held at Roanoke city, Virginia, on the first
Wednesday of February of each year, or as soon thereaf-
ter as practicable, and on such day and at such other
place as the stocholders may, by resolution adopted tr
any annual meeting to take effect at the next annual meet-
ing, prescribe. A general meeting of the stockholders of
said company may be held at any time, as provided for by
the eleven hundred and fourteenth section of chapter
fifty-seven of the code of Virginia, edition of eighteen
hundred and eighty-seven.

8. The said company shall issue certificates of stock in
said company tothe subscribers thereof in shares of not
less than twenty-five dollars each, signed by the president
and countersigned by the secretary of said company. The
said certificates shall be transferrable only upon the booker
of the company by the said subscribers, their personal
representatives or duly authorized agent or attorney ; and
the said certificates, when so transferred as aforesaid may
be returned to the said company and cancelled, and new
certificates of stock shall be issued in lieu thereof to the
persons entitled thereto for a like number of shares.

9. It shal] be lawful for said company to issue and sell
its bonds from time to time, for such sums and on such
terms as its board of directors may deem expedient and
proper in the -prosecution of its business; and it may
secure the payment of said bonds by mortgage or deeds of
trust upon all or any portion of its property and fran-
chises, including its franchise to be a corporation; and
it shall be lawful for said company to subscribe for and
hold the shares of stock and bonds of any corporation.
and for any corporation to guarantee or hold the shares of
stock or bonds of the said company.

10. No stockholder or director in said company shal] be
held liable or made responsible for its debts and labili-
ties in a larger or further sum than the amount of any
unpaid balance due to the said company for stock sub-
scribed for by said stockholder.

11. All taxes and debts due and to become due the state
of Virginia by the company shall be paid in lawful money
of the United States and not in coupons.
12. This act shall be in force from its passage; but the
general assembly of the state of Virginia reserves the
right to modify, alter or repeal this act at any time here-
after.