CHAP. 31.—An ACT to incorporate the Virginia investment caso-
ciation.

Approved December 23, 1891.

1. Be it enacted by the general assembly of Virginia,
That W. H. Bolling, Adolph Boissevain, John H. Dinger,
Joseph I. Doran, 8. W. Colton, junior, or such of them as
may accept the provisions of this act, their associates and
successors, be, and they are hereby, incorporated and made
a body politic and corporate under the name and style of
the Virginia investment association, and by that name
shall be known in law, and shall have perpetual succes-
sion, and have power to sue and be sued, plead and be im-
pleaded, 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 all the rights, powers, and privileges
pertaining to corporate bodies and necessary for the purpose
of this act; and may make by-laws, rules, and regulations
consistent with the existing laws of the state for the gov-
ernment 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 corporation shall not
be less than one hundred thousand dollars, and may, with
the consent of a majority of its stockholders, be fixed at,
and be increased from time. to time to any additional
amount requisite for its operations by the issue or sale of
shares, the par value of which shall not be less than fifty
dollars, from time to time, upon such terms and condi-
tions, under such regulations; and such part of its capital
stock to be preferred, and such part common as the board
of directors of said corporation shall prescribe; and the
directors may receive land, materials, services, or other
valuable thing in payment or exchange for such issues or
sale of the capital stock, at such valuation or price, and on

uch terms and conditions as may be fixed or approved by
hem, and at, above, or below the par thereof; and the stock
yf the corporation so issued shall for all purposes be
reated as paid for at par in money, without any liability
vhatever thereon or upon the holders thereof to pay any
alls or assessments on account thereof, except as may be
reed ; and common shares, entitling the holder thereof
nly to a share in the net profits of the corporation, to be
arned after the payment of fixed charges and dividends
yn the preferred shares, and not liable to any calls or as-
essments whatever, may he so created and issued.

3. The said corporation is authorized and empowered to
nake advances or loans of money on real or personal
state, or any other kind of property or security; to pur-
‘hase, hold and convey the obligations, mortgages and eecu-
‘ities, negotiable or otherwise, of corporations, associations
and individuals; to purchase, hold and convey lands (not
2xceeding, however, two thousand acres in fee simple, in
any one county) and interests in lands in this state or else-
where; to till, mine and quarry, and construct, lease, and
sell dwellings, stores and other buildings, and otherwise
use, operate, develop and improve lands and interests in
lands, and generally to conduct the business of an invest-
ment corporation, with the power to said corporation to
purchase, hold, use, sell, mortgage and dispose of property
of any kind suited to the business of the said corpora-
tion, and to borrow money, issue and sell its bonds or
bligations, negotiate paper, and secure the same by
pledge, or mortgage, or deed of trust of all or any part of
its property.

4. The persons first named in this act, or such of them as
shall accept the provisions hereof, shall constitute the first
board of directors of the said corporation, shall organize
said corporation, and shall continue in office until the
fireat meeting of the stockholders thereof. At such first
meeting, and at every annual meeting, s0 many directors
shall be elected as may be prescribed by the by-laws and
regulations of said corporation, who may be removed by
the stockholders in general meeting; but unless so re-
moved, shall continue in office until their successors shall
be elected and qualified. Each stockholder in the corpor-
ation shall, at all meetings or elections thereafter, be en-
titled to one vote for each share of stock registered in his
name.

5. The board of directors 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 meet-
Ing. Whenever the board of directors shall have elected
a president, and the minimum amount of capital stock
herein named shall have been issued or sold, said corpor-
ation shall be considered legally organized, and may pro-
ceed to the transaction of business. The board shal]
appoint, to hold during its pleasure, the subordinate offi-
cers and agents of the said corporation, prescribe their
compensations, and take from them such bonds, with secu-
rity, as they may deem fit. Stockholders, not exceeding
three in number, elected or appointed in such manner
and for such term as the by-laws may prescribe, and to
receive such compensation for their services as may be
agreed upon, may act with the officers and directors as an
advisory committee or managers, and may, as such com-
mittee or managers, be made ex-officio members of the
board of directors.

6. The board of directors may establish offices and
agencies at such places as they may deem proper, but the
principal office of the corporation shall be located at some
point within the limits of the state of Virginia.

7. The annual meeting of the stockholders of the said
‘corporation shall be held at such time and place in the
state of Virginia as the by-laws of the corporation or the
stockholders may, by resolution adopted at any annual
meeting to take effect at the next annual meeting, prescribe.
A general meeting of the stockholders of said corporation
may be held at any time, as provided for by the eleven
hundred and fourteenth section ot chapter fifty-seven of
the code of Virginia, edition of eighteen hundred and
eighty-seven. .

8. The said corporation shall issue certificates of stock
In said corporation in shares of not less than fifty dollars
each, signed by the president and countersigned by the
secretary of said corporation. The said certificates shall
be transferable only upon the books of the corporation 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 corporation and cancelled, and new certificates of
stock shall be issued in lieu thereof to the persons enti-
tled thereto for a like number of shares.

9. It shall be lawful for said corporation to issue and
sell its bonds, from time to time, for such sums and on
such terms as the board of directors may deem expedient
and proper in the prosecution of its business, and may
secure the payment of said bonds by mortgages or deeds of
trust upon all or any portion of its property or franchises,
including its franchises to be a corporation; and it shall
be lawful for said corporation to subscribe for or acquire
by purchase, exchange, or otherwise, the shares and bonds
of any corporation or association of this state or elsewhere,
and for any corporation or association of this state or else-
where to acquire, guarantee, or hold the shares and bonds
of the said corporation.
10. No stockholder in said corporation shall be held
liable or made responsible for its debts and liabilities than
a larger or further sum than the amount of any unpaid
balance due to the said corporation upon his stock accord-
ing to the terms of the issue or sale thereof.

11. All taxes and debts due or to become due the state
of Virginia by the corporation shall be paid in lawful
money of the United States, and not in coupons.

12. This act shall be 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.