Chap. 339.—An ACT to Incorporate the Southside Banking Company.

Approved July 11, 1870.

1. Be it enacted by the general assembly of Virginia, That
D. B. Tennant, A. G. McIlvain, R. B. Bolling, R. Ragland, J.
A. Johnson, T. J. Corprew, John Goode, Jr., C. W. Statham,
David W. Burton, Wm. R. Terry, William Watts, Abram
Fulkerson, and 8S. Bassett French, their successors, associates,
and assignees, be and are hereby created a body politic and cor-
porate, under the name and style of The Southside Banking
Company, by which name it may sue, plead, and be sued and
impleaded, and have perpetual succession, and shall have a
common seal, alterable at pleasure; and may ordain such rules
and regulations and by-laws, not inconsistent with the consti-
tution and laws of this state; establish offices and agencies in
this state or elsewhere, and to do any and every other act
necessary to promote the object and design of this corpora-
tion. ‘

2. The capital stock of said company shall be five hundred
thousand dollars, divided into shares of one hundred dollars
each; which, from time to time, may be increased by vote of
the majority of the directors thereot, to a sum not exceedin
five millions of dollars; and when one hundred theusand dol-
lars of the capital stock shall have been subscribed, and twenty-
five per centum thereon shall have been paid in, the said com-
pany shall be allowed to organize and perform all the func-
tions and be subjected to all the obligations imposed by this
act.

3. It shall be lawful for other corporations to invest in this,
and for this corporation to receive subscriptions from other
corporations to the capital stock of this company.

_ 4. It shall be lawful for the said company to carry on the
business of banking by discounting bills, notes, and other evi-
dences of debt, by receiving deposits, by buying and selling
gold and silver, bullion, foreign coins, bills of exchange, stocks,
and bonds for the purposes authorized by law; by loaning
money on real estate and personal security; by issuing an
circulating bills and notes as permitted by law; and by exer-
cising all such incidental powers as shall be necessary to carry
on such business; and all other powers which are now or may
hereafter by law be allowed for like companies; and to guar-
antee the payment due upon negotiable notes, bonds, or other
written evidences of debt and the performance of other written
contracts.

5. The said company shall not deal or traffic in lands or mer-
chandise, except it may purchase, hold, and convey real and
personal estate for the following purposes :

F'irst—Such real estate as shall be necessary for its immediate
accommodation, in the convenient transaction of its business.

Second—Such real and personal estate, or other, as shall be
mortgaged or pledged to it in good faith by way of security
for loans made by or money due to the said company.
Third—Such real and personal estate as shall be conveyed
or assigned to the said company in satisfaction of debts pre-
viously contracted in the course of its dealings; and,

Fourth—Such as it shall purchase at sales under judgment,
decrees, or mortgages, held by the said company.

6. Nothing in this act shall be so construed as to authorize
the said banking company to take, for loan or forbearance of
money or other thing, more than twelve per centum per an-
num.

7. If any subscriber shall fail to pay the quota demanded on
his share or shares, by the directors of said company, for a
period of thirty days after such demand, then the amount called
for may be recovered by motion, upon ten days’ notice, in
writing, in any court of record in the city of Petersburg, or
place of residence of the holder of the stock, at the option of
the said company.

8. The powers of this company shall be exercised, and its
business conducted, by not less than five nor more than thir-
teen directors, 2 majority of whom shall be residents of the
state of Virginia, and stockholders in said company.

9. The persons named in the first sestion of this act shall be
the directors of the said company until their successors shall
be appointed; and the said directors and their successors, shall
appoint, from their own body, a president, who shall be a citi-
zen of Virginia.

10. Five directors shall be a quorum for transacting the
business of the company; and the said board may, from time
to time, commit or delegate such power to a committee, of their
own body, (of which the president shall be one,) or to their
president and cashier, or to either of them, as they may deem
expedient; and such power, at pleasure, to annul and revoke.
And the said board shall have power to appoint a cashier and
as many Officers, clerks, agents, and servants, for carrying on the
business of the company, and with such salaries and allowances,
as they shall deem expedient and proper.

11. The principal office of the ssid company shall be in Pe-
tersburg, in this state; but the president and directors of said
company shall have power to establish offices and agents at
any other point in this state or elsewhere, and, in their discre-
tion, may take bonds, with security, conditioned for the faith-
ful performance of their duties; such agents being removable
at the pleasure of the president, subject to the approval of the
board of directors, or by the board of directors.

12. At the meetings of the said company, each share of
stock shall be entitled to one vote; and every stockholder, not
in debt to the company, may, at pleasure, by power of attor-
ney or in person, assign or transfer his stock in the company
on the books of the same, or any part thereof, not being less
than one share; but no stockholder shall make any such
transfer or receive a dividend until such debt is paid or se-
cured to the satisfaction of the board of directors.

13. The president and directors shal] 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
carried, and in the opinion of a majority of the board, the
capital stock will not be injured thereby.

14. When one hundred thousand dollars of the capital stock
shall have been subscribed, and twenty-five per centum thereof
shall have been actually paid in, the commissioners named in
the first section of this act, or a majority of them, shall, on
thirty days’ notice, by publication in one or more newspapers
published in Petersburg, convene the subscribers to the capi-
tal stock for the organization of the company, and such other
business as may affect its interests; and upon such organiza-
tion perfected, the company shall commence and carry on the
business authorized by this act: provided, however, that if the
said company shall not organize, as is herein provided, before
the first day of January, eighteen hundred and seventy-five,
then this act shall stand void and of no effect.

15. The president of said company for the time being, shall
preside at any meeting of the board of directors, at which he
shall be present; and the said president is hereby indicated as
the officer to whom conveyances shall be made of real estate,
to take, hold, and convey the same in behalf of this company,
according to the provisions of this act, and under the direction
of the board of directors, to collect, receive, and sue for any
money or other property due or belonging to the company, or
to compound for the same; to submit to arbitration any con-
troversies in which it may be involved; to cancel and satisfy
on payment, and to compromise any mortgage, Judgment, or
decree which it may hold, and to relieve and discharge the
whole or any part of the property mortgaged or encumbered;
and also to sell and transfer any public debt, stocks, or other
property belonging or pledged to the company, and to receive
any dividends arising therefrom; and for any of the foregoing
or other similar purposes, an attorney at law, or in fact, under
him at any time, may appoint.

16. In case of the absence of the president, the board of di-
rectors may elect a chairman or president pro tempore, who
shall perform all the functions of the president, during such
absence, or until a new president is elected.

17. The president and cashier shall sign all certificates of
stock to be issued by the association; and the cashier shall
keep minutes of the proceedings of the board of directors.

18. The shareholders in said company shall not be liable for
any loss, damage, or responsibility other than to the extent
of property they may have in capital stock and funds of the
company to the amount of shares held by them respectively,
and any profits derived therefrom not divided.

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