Chap. 21.—An ACT to incorporate the Virginia International Land, Loan,
and Trust Company.
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Approved March 23, 1870.

Whereas, James McKaye, Walter S. Gurnee, Cyrus H.
McCormick, Horace Greeley, Christian Von Hesse, John P.
Crosby, Thomas S. Flournoy, Robert H. Maury, John D. Im-
boden, and others, their associates, have associated themselves
as a body corporate in accordance with the laws of the state
of New York, under the name and style of The Virginia In-
ternational Land Company, for the purpose of purchasing land
in the state of Virginia, settling the same, and planting thereon
the grape-vine and making wine, and also sowing and culti-
vating the beet and manufacturing sugar therefrom, and de-
siring to enlarge the scope of their operations, and to aid in
the movement of immigration and the introduction of capital
into Virginia, and in the development of its agricultural and
other interests ; :

1. Therefore, be it enacted by the general assembly of Vir-
ginia, That James McKaye, Walter S. Gurnee, Cyrus H.

eCormick, Horace Greeley, Christian Von Hesse, John P.
Crosby, Thomas S. Flournoy, Robert H. Maury, John D. Im-
boden, William Lamb, and such other persons as they may
associate with them, be and they are hereby declared a body

litic and corporate, by the namé and style of The Virginia

nternational Land, Loan, and Trust Company, and as such
shall have perpetual succession and a common seal, which it
may renew or alter at pleasure, and may sue and be sued, plead
and be impleaded, contract and be-contracted with, and make
ordinances, by-laws and regulations not inconsistent with the
provisions of this act or other laws of this state or of the
United States, for the government of its officers and agents
and the proper conduct of its affairs.

2. The capital stock of the company shall be one million of
dollars, and may be increased at any time and from time to
time by the shareholders, at any regular meeting or at a meet-
ing called for that purpose, by a vote of the owners and hold-
ers of a majority of the shares, either in person or by proxy,
to asum not exceeding ten millions of dollars, to be divided
into shares of one hundred dollars each, to be subscribed for
or otherwise acquired under the direction of the persons here-
inbefore named, or of‘such agent ornagents as they or the com-
pany hereby incorporated may hereafter appoint, and at such
place or places, and upon such public or other notice as they
may prescribe.

3. Any person or any corporation holding or owning lands
under the laws of this state, may subscribe for stock in said
company, payable in land, for which certificates of common
stock, full paid and unassessable, may be issued at such price
as may be agreed upon between said company and the party
or parties so subscribing.

4. Any railroad company in this state, authorized by its
charter to acquire lands for purposes of internal improvement,
sale or settlement, may lawfully grant and convey such lands,
or any portion thereof, to the company hereby incorporated,
and receive in payment therefor stock as aforesaid, and hold
or dispose of the same as fully as a natural person may now or
hereafter lawfully do.

d. This company shall have power to issue a preferred stock
to an amount not exceeding twenty per cent. of its capital, on
which it may guarantee dividends not exceeding ten per cent.
per annum from the general profits of the company; but when
the general profits exceed such guaranteed per cent. per an-
num on the whole subscribed and paid-up stock, the holders
of preferred and commen stock shall share equally in such
profits. The company may also issue bonds or other obliga-
tions, and borrow money at any time to an amount not exceed-
ing fifty per cent. of its subscribed and paid-up capital.

6. The right to the franchise granted by this charter shall
vest as soon as one hundred thousand dollars of the capital
stock is subscribed and five dollars per share 1s paid to the cor-
porators herein named, or to such person as they may ap-
point; and as soon as this condition is complied with, the
corporators may call a general meeting of the stockholders,
by published notice in one or more of the newspapers of Rich-
mond or elsewhere, or by printed circular notice to each stock-
holder, at such place as may be designated in such notice. At
such meeting, if a majority of the shares be represented in
person or by proxy, a board of not less than five nor more
than nine directors shall be elected, and from their number a
president and vice-president to represent said company and
manage its business; and the president and directors so elected
shall hold their offices for one year, and until their successors
are duly elected; and the board of directors of said company
is hereby vested with power and authority to do all and every
act and thing that the company might lawfully do during their
continuance in office.

7. In all meetings of the company, each share of stock
-owned shall entitle the owner, or the proxy of the owner, to
one vote therein. ,

8. In addition to the lands said company. may acquire from :
railroads or other incorporated companies, as herein before
provided, it may purchase with its stock, or otherwise lawfully
acquire land, deeds of trust, and bonds and mortgages from
other parties, and settle arid plant said lands, or sell and con-
vey the same, erect agricultural and other buildings and ma-
chinery of all kinds, employ laborers, let lands to tenants, act
as agent in the purchase, sale, or renting of lands for others,
carry on emigration from foreign countries, or the other states
of the Union; and to that end, may own, charter, or other-
wise employ steamships and other vessels, or such other means
of conveyance and transportation by land or water as it may
deem expedient, establish emigrant depots and hospitals for
the care, protection, and proper treatment of all persons
brought into this state by said company.

9. Said company may lay out and establish on its lands,
towns and villages, and dedicate to public uses therein, on
such terms as its by-laws may provide, so much land as may
be requisite for highways, streets, public gardens, churches,
schools, and cemeteries, and hold the title thereof in perpe-
tuity, or grant the same to such towns and villages, as to said
company may seem best.

' 10. The said company shall have power, and may lawfully |
guarantee the payment, punctual performance, and collection |
of promissory notes, bills of exchange, contracts, bonds, ac-
counts, claims, rents, annuities, mortgages, choses in action,
evidences of debt, and certificates of property or value, upon
such terms as may be established by the board of directors of
said company, such guaranteed securities and other instru-
ments to bear arate of interest not exceeding the present maxi- |
mum rate allowed in this state; to receive in trust upon storage,
deposit or otherwise, merchandise, bullion, specie, plate, stocks,
bonds, bank-notes, promissory notes, certificates and evidences
of debt, contracts, produce or other property, and invest or ac-
cumulate the same or any of its own funds, and to take the
management, custody, and charge of real and personal estate
and property, and to loan and advance moneys, securities, and |
credits upon any property, real or personal, on such terms and
at such rates of interest as may be established by the directors
of said company—such rates of interest not to exceed the pre-
sent maximum rate of interest allowed in this state, and to
deal in foreign and domestic exchange. It shall also have
power and authority to make insurance against all marine
risks, against any damage or loss by fire, or by any other lia-
bility, casualty, or hazard upon any and every kind of property,
real, personal, or mixed; to make insurance on lives and against
accidents to persons or property; to grant annuities, to receive
endowments, to cause itself to be insured against all risks it
may have in any property or lives in its own right, or in virtue
of any loan or advance, or of any contract, or policy of insu-
rance.
11. The personal liability of any and every shareholder shall
be limited to the amount due and unpaid upon the shares of
stock owned and held by such shareholder.

12. Every stockholder not in debt to the company, may, at.
pleasure, by power of attorney or in person, assign his stock
and transfer the same on the books of the company, or any
part thereof, not being less than a whole share; but no stock-
holder, indebted or liable to the company, shall be permitted
to make a transfer, or receive a dividend, until such debt or
liability is paid or secured to the satisfaction of the board of
directors.

13. In no case are deposits made with the company, or
property held in trust or on storage, or the certificates there-
for, to be held liable for any contract, debt, or undertaking of
the company. .

14. Said company, in its by-laws, may provide for receiving
its stock in payment for any land it may sell, at such price as.
it may fix thereon; and stock thus received may be cancelled
and retired, or re-issued in the purchase of other lands or
property, as the interests of the company may make ex-

edient.

P 15. All conveyances, contracts, and other written instru-
ments, vesting title or interest in said company, shall be made-
to it by its corporate name and style; and all deeds made by
said company, all policies of insurance issued by it, and all
contracts or other written instruments whereby it is intended
to bind said company, shall be signed by the president, or in
his absence or inability to act, by the vice president, and be:
attested by the secretary, except in cases otherwise provided
for in the by-laws, or by resolution of the board of directors ;.
and in the case of deeds, bonds, mortgages, and policies, shall
have the company’s seal affixed.

16. Its deeds shall contain covenants of general warranty
of title and quiet possession, and be acknowledged according
to law; and every such deed shall contain, or have appended
thereto, the courses and distances of the lands thereby con-
veyed, by actual survey, so as to define clearly its metes and
bounds.

17. After the year eighteen hundred and eighty, said com-
pany shall not own more than ten thousand acres of land in.
any one county, nor more than one thousand acres in any
county after the year nineteen hundred.

18. The principal office of said company shall be in the city
of Norfolk or Richmond, with a branch at Danville, and may
have as many other branch offices within or beyond the limits
of this state as its business may require, and the meetings of
the board of directors may be held at any of its offices, or else-
where, upon such notice as the by-laws may prescribe.

19. It shall not be lawful tor said company to exercise any
of the powers granted under the tenth section of this act until
at least_ one hundred thousand dollars of the subscribed capital
stock shall have been actually paid up in money, the fact of
which payment shall be certified to the governor of the com-
monwealth, verified by the oath of the president or treasurer
of the company: provided, however, that this company shall
be subject to all general laws of the state now existing or here-
after enacted regulating corporations, insurance companies and
banks, so far as applicable.

20. This act shall take effect from the date of its passage.