Chap. 244.—An ACT to Incorporate the Lynchburg Banking and Insurance
Company.

Approved July 9, 1870.

_1. Be it enacted by the general assembly, That T. C. S. Fer-
uson, George D. Davis, j arett Cobbs, James Franklin, John

. Slaughter, David W. Burton, Charles W. Statham, Dr. John
W. Sale, William Graves, Benjamin F’. Tinsley, Thos. Lewis,
John J. Wade, General erry, D. D. Hull, Arthur C.
Cumings, and Abram Fulkerson, and such others as may asso-
ciate with them under this act, be and they are hereby created
and declared to be a body corporate and politic by the name
and style ot The Lynchburg Insurance and Banking Company,
and by that name may sue and be sued, plead and be impleaded,
in all the courts of law and equity in this state or elsewhere,
and have perpetual succession; to have, make, and use a com-
mon seal, and the same to break, alter, or renew at their plea-
sure; to ordain and publish such by-laws, ordinances, and regu-
lations as they think proper and wise; and generally to do
every act and thing necessary to carry into effect this act, or
to promote the objects and design of this corporation: pro-
vided, that such by-laws, ordinances, regulations, or acts, be
not inconsistent with the laws of this state or of the United
States.

2. To make insurance upon dwelling houses, warehouses,
factories, and all other kinds of buildings; and upon merchan-
dise, household furniture, libraries, and all other kinds of pro-
perty, goods, and chattels, against loss or damage by fire; to
cause themselves to be insured against any risks upon which
they have made or may make insurance; to make insurances
upon vessels, freights, goods, wares, merchandise, specie, bul.
lion, profits, commissions, bank notes; and to make all and
every insurance connected with marine risks and risks of trans.
portation and navigation.

3. To receive money on deposit, and grant certificates there-
for, in accordance with the conditions set forth in sections four
and five, chapter fifty-nine, of the Code of Virginia; but in no
case are such deposits to be held liable to make good any
policy of insurance issued by this company, or any other con-
tract made by it; to borrow money and to execute notes for
the same, and to guarantee the payment of money due or to
become due upon bills of exchange, negotiable notes, bonds,
or other written evidences of debt, and the performance of
other written contracts: provided, however, that nothing con-
tained in this section shall authorize it to take for the loan or
forbearance of money or other thing, a greater rate of interest
than is allowed by the constitution and laws of this state.

4. The funds of the company, however derived, may be in-
vested in or lent on any stock or real security, or be used in
purchasing or discounting bonds, bills, notes, or other paper:
provided, that the rate of interest shall be lawful at the date of
each transaction, but the interest in any such transaction may
be demanded and received in advance; and the said company
shall have power and authority to purchase or otherwise law-
fully acquire, and to have and to hold, and to convey and sell,
any real estate not exceeding five thousand acres, and any per-
sonal estate, stocks, mortgages, or other property, for the pur-
pose of securing any debt that may be due, or for the purpose
of promoting the objects and designs of this corporation.

5. The capital stock shall not be less than one hundred thou-
sand dollars, with authority to the said company to increase
the same to an amount not exceeding five hundred thousand
dollars. It shall be divided into shares of twenty-five dollars
each, and shalt be payable at such time or times, and in such
proportions, as it may be called for by the president and direc-
tors; and if any subscriber fail to pay the same so called for,
upon each and every share so held by him, within twenty days
after the same has been so called for, then the amount so called
for may be recovered by motion, upon twenty days’ notice in
writing, in any court of record in the city of Lynchburg, or at
the place of residence of the subscriver to the stock, at the
option of said company.

6. The persons named in the first section of this act shall be
the directors of this company till others are appointed by the
stockholders, and they may, as soon as proper, appoint a presi-
dent from among their number or from among others who
may hereafter be associated with them; and the president
shall continue in office until the first day of October, eighteen
hundred and seventy, or until his successor is appointed. In
the case of vacancy in the office of president or director, from
any cause, the remaining directors may supply it until a meet-
ing of the stockholders shall be held. There shall not be less
than twelve nor more than twenty directors, who, with the
president (who must also be a director), shall manage the
affairs of the company. Five of said directors shall consti-
tute a quorum for any and all business purposes. The meet-
ings of the stockholders shall be held in the city of Lynchburg,
and the business office of the company shall be in the said city.
7. The president and directors shall appoint such clerks
and other officers as they may find necessary properly to con-
duct the business of the company, and allow them suitable
compensation; all which clerks and officers shall hold their
places during the pleasure of the board.

8. The board shall have power to appoint agents in any
part of the state, or elsewhere, and at their discretion may
take from them bonds, with security for the faithful perform-
ance of their duties; such agents being removable at the
pleasure of the president, subject to the approval of the board,
or by the board of directors. °

9. The scale of voting at all the meetings of said company shall
be one vote for each share of stock. And every stockholder,
not in debt to the company, may, at pleasure, by power of at-
torney or in person, assign or transfer his stock in the com-
pany on the books of the same, or any part thereof, not being
less than a whole share. But no stockholder shall be permit-
ted, while he is in debt to the company, to make a transfer or
receive a dividend until such debt is paid or secured to the
satisfaction of the board.

10. The president and directors shall have power to declare
such dividends of the profits of the company as they may deem
proper: provided, that no dividend shall be declared unless
earned, and unless, in the opinion of a majority of the board,
the capital stock will not thereby be impaired. The said presi-
dent and directors shall also, at the end of every year, make a
report, showing the condition of the company. The first an-
nual meeting of the stockholders shall be on the first day of
October, eighteen hundred and seventy, and annually there-
atter on the first Saturday in October: provided, that the
stockholders, at any regular meeting, or the board of directors,
may, at any time, change the day for the annual meeting; and
the president and directors may, at any time, call a general
meeting of the stockholders, and any number of stockholders,
owning not less than one-third of the whole number of shares,
may require the president to call such meeting, and upon his
refusal to do so, may themselves call such meeting; in each
case giving at least fifteen days’ notice by publication in one or
more newspapers published in the city of Lynchburg.

11. The members of the company shall not be liable for any
loss, damage, or responsibility beyond the property they have
in the capital and funds of the company, to the amount of
shares held by them respectively, and any profits arising there-
from undivided. :

12. All policies of insurance and other contracts made by
the said company, signed by the president and countersigned
by the secretary, shall be obligatory on the said company, and
have the same effect as if attested by a corporate seal.

13. Nothing in this act shall be so construed as to authorize
the said company to issue and put in circulation any note in
the nature of a bank note.

14. The board of directors shall allow the president and
other officers a reasonable compensation for their services, to
be established and fixed from time to time by said board.
15. The persons named and referred to in the sixth sec-
tion as a board of directors, shall, within twelve months after
the passage of this act, open books at some suitable place in
the city of Lynchburg, and at such other places as they may
deem proper, to receive subscriptions to the capital stock of
this corporation! and may prescribe such terms in regard to
said subscriptions as they may deem wise, not inconsistent
with the provisions of this act and the laws of the state and
the United States.

16. This act shall take effect from its passage, and shall be
subject to amendments, modifications, or repeal, at the plea-
sure of the general assembly of Virginia.