Chap. 168.—An ACT to Incorporate the Farmers and Merchants Loan and
Trust Company, Norfolk, Virginia.

Approved March 22, 1871.

1. Be it enacted by the general assembly of Virginia, That
Marshall Parks, Thomas Bb. Rowland, C. W. Grandy, Wash-
ington Reed, and Henry Ghiselin, together with such other
persons as they may hereafter associate with themselves, and
their successors, are hereby constituted and declared a company
and body politic and corporate under the name and style of
The Farmers and Merchants Loan and Trust company, to be
located in the city of Norfolk, and by that name shall have
perpetual succession, and may sue or be sued in any court
whatever, with powers and privileges as are hereinafter pro-
vided. .

2. The capital stock of said company shall not exceed five
hundred thousand dollars, in shares of one hundred dollars
each; but when one bundred thousand dollars shall have been
subscribed, and fifty thousand dollars actually paid in, in cash,
the said company may organize and proceed to business under
this act.

3. The said company shall have power to guaranty the pay-
ment, punctual pertormance and collection of promissory notes,
bills of exchange, bonds, contracts, accounts, claims, rents, an-
nuities, mortgages, evidences of debt, certificates of property
or value, and the titles to property, real or personal; to receive
on storage, deposit, or otherwise, produce, merchandize, bul-
lion, specie, money, plate, stocks, bonds, promissory notes, cer-
tificates and evidences of debt, contracts, or other property ;
to take the management, custody and charge of real and per-
sonal estate and property; to advance moneys, securities and
credits upon any property, real or personal; to discount, buy
and sell promissory notes, bills of exchange, drafts, stocks,
bonds, mortgages, and the like, and for the performance of any
of the services herein contemplated, the said company may re-
ceive such commission as is customary in the business, and in
cases where there is no established custom, such commission
as may be agreed upon; but no rate of interest to exceed
twelve per centum per annum shall be charged or received by
said company in any transaction.

4. The said company may lease, purchase, hold and convey
all such real or personal estate as may be necessary to carry
on their business, as well as such real or personal estate as they
may deem it necessary to acquire in the enforcement or settle-
ment of any claim or demand arising out of their business
transactions; and to sell or exchange the same for other pro-
perty as they may determine that the interests of said company
require ; and the said company are hereby authorized to make,
execute and issue, in the transaction of their business, all
necessary receipts, deeds, certificates and contracts, which shall
bear the stamp or seal of the company, be signed by the presi-
dent and countersigned by the secretary or treasurer thereof.

d. It shall be lawful for said company to sell at public auction
or private salg, as may be specified in any contract between the
parties, all property of what kind soever, mentioned in or
affected by such contract, after one month shall have elapsed
from the time of the maturity of any obligation under such
contract, (or immediately upon the discovery of any fraud,
misrepresentation or concealment in regard to the ownership
character of the property fmentioned in, or offered by such
contract),and reimburse themselves out of the proceeds of
such sale, for the moneys due them, with the interest, com-
mission, costs and charges: provided, however, that nothin
contained in this section shall be construed to prevent the said
company from making any sale at such time, and in such man-
ner as may be provided for in any contract or agreement made
by any person or persons with the said company.

6. In case any property deposited with said company upon
which any advance shall have been made by them, skall, be-
fore the maturity of the contract, from any cause, decrease in
value from the price originally fixed, said company may give
notice in writing to the owner of such property, or his agent,
to perform the conditions of the contract, or make good the
deficiency caused by such decline in value, within thirty days,
and in default thereof may sell and dispose of such property
at public sale, and out of the proceeds thereof, may retain the
amount due them under the contract, together with costs,
charges and expenses, and shall pay the balance to the owner
or his agent; and in case the proceeds of such sale do not
cover the amount due the company under the contract, the
company may take legal steps to collect or secure the balance
so remaining unpaid ; but nothing in this act shall be construed
to limit or affect the obligation of the corporation hereby cre-
ated, as the same is fixed by the common law, or by statute,
any further than the same is limited or affected by the express
terms of the contract mentioned in this section.

7. The business and corporate powers of said company shall
be managed and directed by a board of not less than five di-
rectors, to be chosen as hereinafter provided, who shall elect
from their number a president, and a majority of said directors
shall form a quorum for the transaction of business.

8. Marshall Parks, Henry Ghiselin, and Washington Reed
shall be, and they are hereby appointed commissioners to open
books for subscription to the capital stock of said company,
at such time and place as they, or a majority of them, shall
deem proper, and for such amounts as they may determine,
but for not less than one hundred thousand dollars as herein-
before provided.

9. The persons named in the first section of this act, shall be
directors of said company for one year from the passage of
this act, and until others shall be elected in their stead; the
remaining directors for the same period, if any, shall be elected
by a majority in interest of the stockholders voting at an
election to be held under the inspection of the before named
commissioners, within thirty days from the closing of the
subscription called for by them, and all the directors must be
stockholders in said company. |

10. No stockholder shall be responsible for the debts or
contracts of the company beyond the amount of his stock
subscription, which responsibilty shall be for the whole amount
of the stock subscribed, whether partly or fully paid.

11. This act shall take effect immediately from and after its
passage.