Chap. 333.—An ACT to Change the Corporate Name and Amend the Char-
ter of the Merchants and Mechanies Savings Bank of Richmond, Vir-
ginia.

Approved July 11, 1870.

1. Be it enacted by the general assembly of Virginia, That
the act passed the eighteenth day of February, eighteen hun-
dred and sixty-seven, entitled an act to incorporate the Mer-
chants and Mechanics Savings Bank of Richmond, Virginia,
be and the same is hereby amended and re-enacted so as to
read as follows:
Ҥ 1. Be it enacted by the general assembly of Virginia,
That James H. Gardner, Bernard Becher, Wm. Ira Smith, M.
L. Straus, William G. Paine, Michael Rosenbaum, John M.
Goddin, Sigmund Hirsh, Phil. J. Wright, Julius Sycles, Fraa-
cis T. Isbell, Moses Millhiser, and William K. Watts, and such
others as may associate with them under this act, be and they
are hereby created and declared to be a body corporate and
poritio, by the name and style of The Merchants and Mechanics

anking and Insurance 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 suc-
cession; to have, make, and use a common seal, and the same
to break, alter, or renew at their pleasure; to ordain and publish
such by-laws, ordinances, and regulations 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 object and de-
sign of this corporation: provided, that such by-laws, ordi-
nances, regulations, or acts, be not inconsistent with the laws
of this state or of the United States.

Ҥ 2, To make insurance upon dwellings, houses, stores, and
all other buildings, in town or country, and upon household
furniture, libraries, merchandise, and other property, against
loss or damage by fire; to cause themselves to be reinsured,
when deemed expedient, against any risk or risks upon which
they may have made or may make insurance; to grant annui-
ties; to make insurance upon vessels, freights, goods, wares,
merchandise, specie, bullion, profits, commissions, bank notes,
and to make all and every insurance connected with marine
risks and risks of transportation and navigation.

“$3. To receive money on deposit, and grant certificates
therefor, in accordance with the conditions set forth in sec-
tions four and five, chapter fifty-nine, of the Code of Virginia;
but in no case are such deposits, or the certificates therefor, to
be held liable to make good any policy of insurance issued by
this company, or any other contract made by it; to borrow
money, and to execute notes for the same; and to guarantee
the payment of money due upon bills of exchange, negotia-
ble notes, bonds, or other written evidences of debt, and the
performance of other written contracts: provided, however,
that nothing contained in the foregoing section shall author-
ize said banking and insurance company to take for the loan
or forbearance of money or other thing, more than the legal
rate of interest.

Ҥ4. The funds of the company, however derived, may be
invested in or lent on any stock, bond, or real security, or be
used in purchasing or discounting bonds, bills, notes, or other
paper ; provided, that the rate of interest shall be such as may

e lawful at the time of such transaction; but the interest in
any such transaction may be demanded and paid in advance;
and the said company shall have power and authority to pur-
chase, or otherwise lawfully acquire, and to have and to hold,
and likewise to convey and to sell, any real and personal estate
which may be necessary for conducting its business, and any
other real and personal estate necessary for the purpose of se-
curing any debt or debts that may be due said company.

Ҥ5. The capital stock of this company shall not be less
than fifty thousand dollars, with authority to the said company
to increase the same to an amount not exceeding five hundred
thousand dollars. The capital stock shall be divided into sharés
of not less than twenty dollars nor more than one hundred
dollars each, as the board of directors may prescribe, and shall
be uniform in amount, and shall be payable by each subscriber
at such time or times, and in such proportions, as it may be
called for by the president and directors; and if any such sub-
scribers shall fail to pay the same so called for upon each and
every share so held, within twenty days after the same has
been so called for, then the amount so called for may be reco-
vered, by motion, upon twenty days’ notice in writing, in any
court of record in the city of Richmond, or place of residence
of the holder of the stock, at the option of the said com-

any.
Ҥ 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
president from among their number, or from others who may

ereafter be associated with them; and the said president shall
continue in office until his successor is appointed; in case of a
vacancy in the office of president or director, from any cause,
the remaining directors may elect others to supply their places
until a meeting of the stockholders shall be held. There shall
not be less than thirteen nor more than twenty-five directors,
who, with the president (who must also be a director), shall
manage the affairs of the company. Five of said directors
shall constitute a quorum for any and all business purposes of
said company. The meetings of the stockholders shall be held
in the city of Richmond, Virginia, and the business office of
the company shall be in the said city.

Ҥ 7. The president and directors shall appoint such subor-
dinate officers and agents as they may find necessary properly
to conduct the business of the company, and prescribe their
compensation, all of which subordinate officers and agents shall
hold their places during the pleasure of the said president and
directors.

“$8 The president and directors shall have power to
appoint agents in any part of the state or elsewhere, and at
their discretion, may take from them bondg, with security, con-
ditioned for the faithful performance of their duties—such
agents being removable at the pleasure of the president, sub-
ject to the approval of the board of directors, or by the board
of directors.

Ҥ 9. Every stockholder not in debt to the company may,
at pleasure, by power of attorney or in person, assign or trans-
fer his stock in the company on the books of the same, or any
part thereof, not being less than a whole share; but the said
company shall have a lien, prior to all others, upon any stock
held by any stockholder for any debt said stockholder may
owe to said company, and no stockholder shall be permitted
to make a transfer or receive a dividend until such debt is paid
or secured to the satisfaction of the board of directors.

Ҥ 10. The president and directors shall have power to de-
clare such dividends of the profits of the company as they may
deem proper: provided, that no dividend shall be declared, un-
less earned. The said president and directors shall also, at the
end of every year, except that in which the company goes into
operation, make a report, showing the condition of the com-
pany in regard to its business for the current year. The first
annual meeting of the stockholders of said compan shall be
on the second Monday in January, eighteen hundred and sev-
enty-one, and thereafter, on the said second Monday in Janu-
ary of each year: provided, that the said stockholders at any
regular meeting, or a board of directors, may, at any time,
ehange the day of said annual meeting, and the president and
directors may, at any time, call a general meeting of the stock-
holders; 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 on his refusal to do so, may
themselves call such meeting, in each case giving at least fi-
teen days’ notice by publication in one or more newspapers
‘published in the city of Richmond.

“$11. The stockholders of this company shall not be liable
for any loss, debt, contract, or obligation of this company, be-
yond the amount of stock held by them respectively.

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

Ҥ 13. Nothing in this act shall be so construed as to au-
thorize 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.

Ҥ 15. The persons named in the sixth section of this act as
a board of directors, shall, within twelve months after the pas-
sage of this act, open books at some suitable place in the city
of Richmond, and at any other place or places 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. /

Ҥ 16. This act shall be in force from its passage, and shall
be subject to amendments, modifications, or repeal, at the
pleasure of the general assembly of Virginia.”