Chap. 81.—An ACT to. incorporate the West Point Commercial Com-
pany.

Approved February 17, 1876.

1. Be it enacted by the general assembly of Virginia, That
P. 8. Whitcomb, of West Point, Virginia; Honorable Mor-
ton C. Hunter, of Indiana; Jacob Stambaugh, of Youngs-
town, Ohio; Jonathan Austin, of New York city; James E.
Simpson, of Brooklyn; William Frazier, of Washington city,
and William Munt, of New York city, their associates and
successors, be and are hereby incorporated and made a body
politic and corporate, under the name and style of The West
Point Commercial Company; subject, however, to all the
provisions of chapters fifty-six and fifty-seven of the Code of
Virginia (edition of eighteen hundred and seventy-three),
applicable to corporations of this character, and not incon-
sistent with this act.

2. This said company may, by or under its corporate title,
make and use a corporate seal, which it may alter or renew
at its pleasure, and may sue and be sued, plead and be im-
pleaded, contract and be contracted with, and make by-laws,
rules and regulations consistent with existing laws of the
state, for the government of all under its authority, the man-
agement of its estates and properties, and the due and or-
derly conduct of its affairs.

3. The capital stock of said company shall not be less than
three hundred thousand dollars, divided into shares of one
hundred dollars each, and may be increased to any amount
not exceeding five million dollars, by issue and sale of shares
thereof, of one hundred dollars each, from time to time,
under such regulations as the board of directors of said com-
pany shall from tiie to time prescribe.

4. The said company shall have power, and may purchase,
hold, grant, or otherwise dispose of real and personal estate:
provided, that not more than thirty-five thousand acres of
land shaJl be purchased or held by the said company at any
one time; and the said company shall have power, and may
lay out said lauds, or any part thereof, into parcels or lots of
convenient size, with intervening roads, lanes, streets and
alleys, and improve, cultivate, sell, grant, mortgage, or oth-
erwise dispose thereof, in such manner and upon such terms
as the said company may think proper. But after the expi-
ration of ten years from the passage of this act, the said
company shall not be allowed to purchase or hold any other
lands or other real estate, except such as may be acquired
under the fifth section of this act, until the quantity then
held by the said company shall be reduced below the quan-
tity of ten thousand acres, which shall be done within fifteen
years from the date of this act; and hereafter the said com-
pany shall not, at any one time, purchase or hold more than
ten thousand acres of land or other real estate.
5. The preceding section shall not prevent the said com-
pany from purchasing, or otherwise acquiring, lands or other
real property over and above the quantity specified in this
act, in satisfaction of any order, judgment, or decree, as col-
lateral security for, or in payment of any debt, or trom pur-
chasing at any sale made for its benefit: provided, that not
more than ten thousand acres shall be purchased and held at
any one time under this section.

6. The said company shall have power, and may loan mo-
ney on mortgage or deed of trust conveying real or personal
estate, or on other securities, and for such periods as the said
company may think proper; muy discount any bill of ex
change, foreign or domestic, promissory note or other nego-
tiable paper, and the interest may be received in advance.

7. The said company may receive money to keep for its
depositors, either with or without interest payable thereon,
aud may buy or sell bullion, and buy, sell, draw, or negotiate
bills of exchange. .

_8. The said company shall have power, and may establish
@ line or lines of steamships, or ships propelled by other mo-
tive power, ta run between any ports in Virginia and ports
of the United States, Europe, or elsewhere; to build docks
and wBarves; to erect warehouses adjacent thereto, for the
receipt and discharge of cargoes of ships or other vessels;
to store goods, wares, and merchandise, and grant certifi-
cates therefor, in such form and under such rules and regu-
lations as the said company may, from time to time, by by-
laws prescribe; and to transport goods, wares, and merchan-
dise either by land or water, and make, grant, and issue, fire,
marine, and other protective policies of insurance.

9. All drafts, orders, checks, or other paper of the said
company, signed by the president, and countersigned by the
cashier, promising or directing the payment of any money,
or the delivery of any securities or other things, shall be
binding on said company; and any draft, order, check, or
other paper, issued and signed, and countersigned as afore-
said, shall be transferable and negotiable, if payable to order,
by endorsement, and if payable to bearer, by delivery.

10. The said company shall not’ pay out the bills or notes
of any bank, or branch thereof, except such as it will receive
at par in payment of debts due the said company, or on
deposit. :

11. No director of said company, nor any firm in which
said director is a partner, shall be allowed to owe, at any one
time as principal, to said company more than ten thousand
dollars, unless the same shall be secured by two or more re-
sponsible endorsers, neither of whom shall be a director; or
a deed of trust on real estate, the estimated cash value of
which shall be at leas twice the amount proposed to be bor-
rowed, and then not for a greater amount than twenty
thousand dollars.

12. The said company shall not discount any bill or note
drawn, accepted, or endorsed by a person or company whose
liabilities, by virtue of that and other bills or notes drawn,
accepted, or endorsed by him or it, and discounted by the
said company, will exceed forty thousand dollars. But every
note or bill mentioned in this and the next preceding section,
shall, if discounted, be binding on the parties. ,

13. The said persons first named in this act shall consti-
tute the first board of directors of the said company, and
shall continue ir office until the first meeting of the stock-
holders thereof. At such first meeting, and at every annual
meeting, so many directors shall be elected as may be pre-
scribed 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 in office until their
successors shall be elected.

14. The board of directors shall consist of seven persons,
until a greater or less number shall be prescribed by the by-
laws and regulations of said company, and shall be stock-
holders of said company. They shall appoint one of their
number president, 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. The
board shall appoint (to hold during its pleasure) the subordi-
nate officers and agents of said company, prescribe their
compensations, and take from them such bonds, with such
security as they may deem fit.

15. The principal office of the said company shall be in
West Point, Virginia; and the board of directors may estab-
lish other offices or agencies at such places as they may think
proper.

16. The annual meetings of the stockholders of the said
company shall be on the Wednesday after the second Mon-
day in January of each year, or on such other day as the
stockholders may, by resolution adopted in any annual meet-
ing, to take effect at the next annual meeting, prescribe.
A general meeting of the stockholders of said company may
be held at any time, as provided for by the eighth section of
chapter fifty-seven of the Code of Virginia (edition of eigh-
teen hundred and seventy-three.)

17. The said company shall issuo certificates of stock in
said company, to the original eubscribers therefor, in shares
of not less than one hundred dollars each, signed by the
president and countersigned by the secretary of said com-
pany. The said certificates shall only be transferred by en-
dorsement thereon, made by the orginal subscriber therefor,
his personal representative or transferee, and acknowledged
before any notary public, or other person authorized by the
Code of Virginia, to take acknowledgements of deeds; and
when so transferred, shall pass to the transferee thereof, the
number of shares of the capital stock of the said company
represented by the said certificates, with all dividends there-
after declared thereon; and the said certificates, when so
transferred as aforesaid, may be returned to the said com-
pany and cancelled, and new certificates of stock issued in
lieu thereof, to the person entitled thereto for a like number
of shares.

18. No stockholder in the said company shall ever be held
liable or made responsible for its debts and liabilities in a
larger or further sum than the amount of any unpaid balance
due to the said company for stock subscribed for in the name
of said stockholders.

19. Whenever this corporation shall exercise the privileges
of banking, conferred by this act, it shall be liable to the
same taxes as may be imposed by law upon other banks or
bankers. ) ;

20. This act shall be in force trom the day of the passage
thereof. The legislature reserves to itself the right to modify,
alter, and repeal this act at any time hereafter.