Chap. 198.—An ACT to Incorporate the Virginia Warehousing and Guar-
anty Company.

Approved July 8, 1870.

1. Be it enacted by the general assembly of Virginia, That
S. C. Tardy, Samuel Wortham, Franklin Stearns, Thomas S.
Baldwin, William H. Rossell, S. M. Dickinson, and Richard
F.. Stevens, and their associates, successors, and assigns, be and
they are hereby created a body politic and corporate, in fact
and in law, by the name of The Virginia Warehousing and
Guaranty Company, and by that name may sue and be sued,
plead and be impleaded, and by that name may exercise and
enjoy all the rights and powers granted by this act.
2. And be it enacted,*That the capital stock of said cam-
pany shall be fifty thousand dollars, with power to increage
the same to a sum not exceeding five hundred thousand dol-
lars, by a vote of the board of trustees of said company; and
a3 soon as twenty thousand dollars of said stock shall have
been subscribed, and ten per centum of the same paid in cash,
it shall be lawful for said company to organize and proceed to
business, as provided for in the third section of this act; that
the said capital stock shall be divided into shares of one hun-
dred dollars each, which shall be deemed personal property,
and shall be transferable in such manner as shall be provided
in the by-laws.

3. And be it enacted, That the stock, property, and affairs
of said company shall be managed by a board of trustees of
seven persons, who shall all be stockholders, and a majority of
whom shall be residents of this state. Vacancies may be filled
by the remaining trustees. A majority of the trustees for the
time being shall constitute a quorum for the transaction of all
business. The first board of trustees shall consist of the per-
sons named in the first section of this act, who shall hold
office until the first day of June, eighteen hundred and
seventy-one, and until others are chosen in their places, and
who shall have power to organize said company by the ap-
pointment of officers and adoption of by-laws, and to pro-
ceed to business under this act; and may also fill any
vacancies in their number arising from death or any other
cause.

4, And be it enacted, That the board of trustees shall ap-
point one of their number to be president; and they may, at
their pleasure, appoint a vice-president and an executive com-
mittee, who shall, when the board of trustees are not in ses-
sion, have, possess, and enjoy all the powers and duties con-
ferred on said trustees by this act, and may appoint such other
officers and agents as they may deem necessary for the trans-
action of the business of the company, and may, at pleasure,
remove any Officer or agent in such manner as the by-laws
shall provide; and they may, from time to time, make and
establish such by-laws, rules, and regulations, as they shall
deem expedient touching the government of said company,
the management of its property and effects, the transfer of
shares of its capital stock, the duties and conduct of its offi-
cers and agents and their salaries and compensations, the man-
ner and time of holding elections and meetings of its trustees
or executive committee, and all matters which may appertain
to the concerns, property, business, and welfare of said com-
pany: provided, that the said by-laws shall not conflict with
the constitution or with the laws of this state, or with the pro-
visions of this act, and declare dividends from the profits of
said company; and said trustees may receive subscriptions to
the capital stock of said company, and may require payment
of the same at such times and in such instalments as they may
deem proper; and the board of trustees may, from time to
time, fix the number of trustees: provided, the same shall not
be less than seven or more than thirteen.
5. And be it enacted, That it shall be lawful for the corpo-
ration hereby created, to lease, purchase, hold, and convey all
such real and personal estate as they may deem necessary and
convenient for carrying on the business of storing, warehous-
ing, and lighterage, and may erect warehouses and other edi-
fices, docks, elevators, and wharves thereon, and may rent and
hire out such of their edifices, docks, wharves, lighters, and
other vessels as they see fit, and may receive on storage or de-
posit any goods, wares, merchandise, or other kinds of personal
property for sate-keeping or shipment, and to transact and
carry on all kinds of business usually transacted by warehouse-
men and lightermen, and to collect and receive compensation
for storage, dockage, wharfage, and lighterage for the use of
their warehouses, docks, wharves, quays, and the elevators and
machinery connected therewith, or the lighters employed or
owned by them, together with the charges and expenses for
labor ot otherwise, in the receipt, delivery, or custody of
goods, wares, or merchandise, received by or stored with said
company, at such rates and on such terms as may be agreed
upon in any contract made between any owner, depositor, or
shipper and this corporation, and all said charges and expenses
above specified, shall be a lien, and said lien may be enforced
by a sale thereof, in the same manner hereinafter specified for
the collection and reimbursement to this company of advances,
interest, commissions, and expenses made by them on the
pledge of any real or personal property.

6. And be it enacted, That it shall be lawful for said com-
pany to guarantee the payment, punctual performance, and col-
lection of promissory notes, bills of exchange, contracts, bonds,
accounts, claims, rents, annuities, mortgages, choses in action,
evidences of debt, and certificates of value upon such terms
and commissions as may be established by said company, and
the said company may receive upon storage, deposit, pledge,
or otherwise, merchandise, money, bullion, specie, plate, stocks,
bonds, mortgages, prommissory notes, bills of exchange, certi-
ficates and evidences of debt, warehouse receipts, bills of la-
ding, policies of insurance, contracts, or other property, and to
take the management, custody, and charge of the same, and of
all other real or personal property and estate, and to advance
moneys, securities, and credits upon the same at such rates of
interest, not exceeding the legal rates, and upon such terms
and commissions as may be contracted for and established by
said company, and said company may make, issue, and execute,
in the transaction of their business, all necessary receipts, cer-
tificates, and instruments, either with or without their corpo-
rate seal, and the same shall be signed by such officer or offi-
cers of the company as shall be prescribed by the by-laws.

7. And be it enacted, That. it shall be lawful for the said
company to lease, purchase, hold, mortgage, or convey all
such real or personal estate as may be necessary to carry on
their business, as well as such real or personal estate as they
may deem it necessary to acquire in the enforcement or set-
tlement of any claim or demand arising out of their business
transactions, and to sell or exchange the same for other pro-
perty, as they may determine that the interest of the company
may require.

8. And be it enacted, That it shall be lawful for said com-
pany to sell at public auction or at private sale, as may be
specified in any contract between the parties, all property, of
what hind soever mentioned in or affected by such contracts,
after one month shall have elapsed from the time of the ma-
turity of any obligations under such contract (or immediately
upon the discovery of any fraud, misrepresentation, or con-
cealment in regard to the ownership or character of the pro-
perty mentioned in or affected by such contract), and reimburse
themselves out of the proceeds of such sale, tor the moneys
due them with the interest, costs, and charges: provided, how-
ever, that nothing in this section contained shall be construed
to prevent the said company trom making any such sale at
such earlier time and in such manner as may be provided for
in any contract or agreement made by any person or’ persons
with said company.

9. And be it enacted, That it shall be lawful for said com-
pany in case any property deposited with them upon which
any advance shall have been made by them, shall, before the
maturity of the contract, from any cause decrease in value
from the price originally fixed, to give notice in writing to the
depositor of said property or his agent to perform the condi-
tions of the contract, or make good the deficiency caused by
such decrease in value within ten days, and in default thereof
may sell and dispose of such property at public or private
sale, and out of the proceeds thereof may retain the amount
due them under the contract, together with the costs, interest,
and charges; but nothing in this act shall be held or construed
to limit or affect the liability or obligations of the corpora-
tion, hereby created, as the same is fixed by common law or by
statute any farther than the same is limited or affected by the
express terms of the contract in this section mentioned, or to
prevent said company from selling such property in such man-
ner and on such notice as may be agreed upon in such con-
tract, and that said notice may be given personally or by
mailing the same prepaid, directed to the depositor or his
agent at his usual or last known residence or place of busi-
ness.

10, And be it enacted, That it shall be lawful for said com-
pany, from time to time, to borrow such sums of money as
may be necessary to carry out the purposes of this act, and
may issue and dispose of their promissory notes or bonds for
the amount so borrowed, and they may mortgage any part of
their corporate property, or franchises to secure the payment
of such bonds.

11. And be it enacted, That it shall be lawful for said com-
pany to receive moneye on deposit, and allow such legal in-
terest thereon as may be agreed upon with the depositors.

12. And be it enacted, That it shall be lawful for said com-
pany to receive moneys, securities, evidences of debt, and all
other property, real or personal, in trust, and to accumulate
the same at such rates of interest as may be obtained or agreed
upon, or to allow such interest thereon as may be agreed upon,
not exceeding in either case the legal rate. ;

13. And be it enacted, That it shall be lawful for said com-
pany to accept and execute all trusts of every description as
may be committed to them by any person or persons what-
soever, or by any corporation, or may be committed or trans-
ferred to them by order of any court of record or any office
of this or any other state. |

14. And be it enacted, That nothing in this act shall be con-
strued to authorize said company to issue any notes or bills
for circulation as money.

15. This act shall be subject to all general laws now in force,
or which may be hereafter passed, concerning similar incorpo-
rations not inconsistent with its provisions.

16. This act shall be in force from its passage.