Chap. 5.—An ACT to incorporate the Old Dominion Insurance Company

; of Richmond.

Approved February 15, 1870.

1. Be it enacted by the general assembly of Virginia, That
Benjamin H. Nash, A. S. Buford, John Asher, A. Y. Stokes,
Thomas Potts, R. W. Powers, E. B. Addison, Z. W. Pickrell,
Thomas A. Brander, Franklin Stearns, James Waggoner, John
H. Guy, William B. Isaacs, Charles Skinker, John A. Sloan,
Andrew L. Ellett, J. B. Moore, James W. Archer, Thomas
Branch, Maxwell T. Clarke, and Henry K. Ellyson, and such
others as may be associated with them, are hereby created and
made a body politic and corporate by the name and style of
The Old Dominion Insurance Company of Richmond, and by
that name may sue and be sued, plead and be impleaded, in all
the courts of law and equity in this state and elsewhere; and
have perpetual succession, ta have, make, and use a common
seal, and the same to break, alter, or renew at their pleasure ;
to ordain and establish such by-laws, ordinances, and regula-
tions as they may think wise, and generally to do every act
and thing necessary to carry into effect this act, or to promote
the object or design of this corporation: provided, that such
by-laws, ordinances, regulations, or acts, be not inconsistent
with the laws of this state or the laws of the United States.

2. ‘To make insurance upon dwellings, houses, stores, all other
kinds of business in town or country, and upon household furni-
ture, merchandise, and other property against loss or damage by
fire; to make insurance upon vessels, freigbts, goods, wares,
merchandise, specie, bullion, profits, commissions, bank notes,
bottomry, and respondentia interests; and to make all and
every Insurance connected with marine risks of transportatid,
and navigation. in 1ts

3. To receive money on ‘deposit and grant certificat:
for in accordance with the conditions set forth in seamonsdsiur
and five of 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 execute notes for the same.

4, The funds of this 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, or other paper: pro-
vided, however, that the rate of interest shall be the same as
is now, or shali hereafter be prescribed by the laws of the
state, but the interest in any case may be paid in advance.

5. The capital stock of said company shall not be less than
one hundred thousand dollars, nor more than five hundred
thousand dollars, to be divided into-shares of one hundred
dollars each. The said capital stock shall be paid by each sub-
scriber at such time or times, and in such proportion as it may
be called: for by the president and directors; and if any such
subscriber 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 re-
covered by motion upon ten days’ notice, in writing, in any
court of record in the city of Richmond, or the pjace of resi-
dence of the holder of the stock, at the option of the said
company.

6. Benjamin H. Nash, A. S. Buford, John Asher, Thomas
Potts, R. W. Powers, EK. B. Addison, Z. W. Pickrell, Thomas
A. Brander, William G. Paine, Franklin Stearns, James Wag-
goner, John H. Guy, William B. Isaacs, Charles Skinker, John
A. Sloan, Andrew L. Ellett, James W. Archer, Thos. Branch,
Maxwell T. Clarke, and H. K. Ellyson, shall be the directors
of the said company, of whom the said Benjamin H. Nash
shall be president and J. B. Moore shall be secretary; and the
said president, secretary, and directors shall continue in office
until the first day of February, eighteen hundred and seventy-
one, or until their successors are appointed. In case of a
vacancy in the oflice of president, secretary, or directors, from
any cause, the remaining directors may elect others to suppl
their places until a meeting of the stockholders shall be held.
The affairs of the said company shall be managed by the presi-
dent and the board of directors, five of whom shall constitute a
quorum. ;

. 7. The president and directors shall appoint a secretary,
such clerks and other officers as they may find necessary and
proper to conduct the business of the company, and allow
them suitable compensation; all of which officers 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 dis-
cretion may take from them bonds, with security, conditioned
for the faithful performance of their duties—such agents being
removable at the pleasure of the president, subject to the ap-
proval of the board of directors, or by the board of directors.

9. 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,
when, in the opinion of the majority of the board, the capital
stock will be impaired thereby. They 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 company shall be
on the fifteenth day of February, eighteen hundred and
seventy, unless sooner determined on by the stockholders, and
thereafter on the first day of February of each year, unless
otherwise determined by president and directors; and the
president and directors may, at any time, call a general meet-
ing of the stockholders; and any number of. stockholders
owning not less than one-third of the whole amount of shares,
may require the president and secretary to call such meeting;
and on their refusal to do so, may, themselves, call such meet-
ing, in each case giving at least fifteen days’ notice by publi-
cation in one or more newspapers published in the city of
Richmond. |

10. The members of the company shall not be liable for any
loss, damage, or responsibility, other than the property they
have in the funds and capital of the company, to the amount
of shares held by them respectively, and the amount unpaid
thereon, and any profits arising therefrom not divided.

11. All policies of insurance and other contracts made by
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.
12. Nothing in this act shall be so construed as to authorize
the said company to issue or put in circulation any note in the
nature of a bank note.

13. The board of directors shall allow to the president,
secretary, and such other officers as the said board of directors
may employ, a just compensation for their services.

14. The number of directors of this company shall be
twenty, to be elected annually by the stockholders; and the
said directors shall elect one of their number president. But
the stockholders in general meeting may reduce the number
of directors: provided, the number shall not be less than
seven. ‘

15. This act shall be in force from its passage, and shall be
subject to amendment, modification, or repeal, at the pleasure
of the general assembly.