Chap. 24.—An ACT to Incorporate the Norfulk and Portsmouth Warehouse
Company.

Approved January 9, 1871.

1. Be it enacted by the general assembly of Virginia, That
Thomas B. Rowland, W. W. Chamberlaine, William Lamb,
George W. Grice, William H. Peters, Kadar Biggs, William
J. Baker, C. W. Grandy, Sr., D. G. Cowand, D. D. Simmons,
and all persons who may hereafter be associated with them,
and their successors, are hereby created and declared a body
politic and corporate, under the name and style of Norfolk and
Portsmouth Warehouse Company.

2. The capital stock of said company shall be twenty-five
thousand dollars, which may be increased by said company to
a sum not exceeding five hundred thousand dollars. So soon
as the capital stock shall be subscribed, and ten per centum
thereof paid in cash, it shall be lawful for said company to or-
ganize and commence business. The said capital stock shall
be divided into shares of fifty dollars each, shall be deemed
personal property, shall be transferable as may be prescribed
by the by-laws of the company, and each share shall be entitled
to one vote in all meetings of the stockholders.

3. The said company shall have all the general powers and
be subject to all the general restrictions conferred or imposed
on corporations generally by the laws of Virginia, save so far
as the same shall conflict with the provisions of this act.

4. The said company shall have power and authority to
carry on a general warehouse, storage, dock, wharf, and light-
erage business, and may lease, purchase, hold, convey, and
assign, all such real and personal estate as they may deem ne-
cessary and convenient for their business; and may construct
warehouses and other edifices, docks, and wharves, and build
or purchase lighters, boats, and other vessels for the purposes
of their business. ‘They may receive on storage or deposit all
kinds of merchandise and personal property for safe-keeping
or shipment, and make advances in money thereon, and may
transact and carry on all kinds of business usually transacted
by warehousemen, wharfingers, and lightermen; and may col-
lect and receive compensation for storage, dockage, wharfage,
and lighterage, and all labor and expenses incident thereto, in-
cluding the expenses of receipt and delivery, insurance and
custody, all on property received on storage or deposit, at
such rates and on such terms as be agreed on between the
company and the owners of the property or their agents; and
all advances made by the company on property received on
storage or deposit, and compensation for all charges and ex-

enses thereon, shall be a preferred lien on said property,
which shall be satisfied and paid before the company can be
called on for the delivery of the property.

5. For property received by the company on storage or de-
posit, the receipt or certificate of the company shall be given,
binding the company to deliver the same to the party in whose
favor the receipt or certificate is given, or his assignee, on pay-
ment of all dues to the company, for which the property is
liable; which receipt or certificate shall be negotiable, and, b
endorsement or assignment and delivery thereof, shall transfer
the title to the property therein mentioned and described, to
the holder of the receipt or certificate. The holder of the re-
ceipt or certificate shall be entitled to receive the property
from the company on delivery of the receipt or certificate, pro-
perly endorsed, and paying the company whatever may be due
on the property for advances, charges, storage, labor, and ex-
penses, with interest and cost thereon, if any have accrued.
All advances made by the company shall be endorsed or stated
on the receipt or certificate given for the property on storage
or deposit, and after a receipt or certificate is given or issued,
no advances on the property for which it is given shall be
made by the company. In the event of the loss or destruc-
tion of a receipt or certificate given by the company for pro-
perty on storage or deposit, the bona fide holder of such re-
ceipt or certificate at the time of its loss or destruction, his
representatives, or assigns, shall have the same right to receive
the property from the company that he would have had on the
delivery of the receipt or certificate, on proof of the loss or
destruction of the receipt or certificate, and on delivery to the
company of a proper bond of indemnity, with security satis-
factory to the company. )

6. When, from any cause, the property on storage or de-
posit with the company shall so decrease in value as, in the
opinion of the company, to render the preferred lien on said
property a doubtful security for advances, charges, storage,
labor, and expenses due the company, or when any property
has been left on storage or deposit, and the charges and ex-
penses attending it have not been satisfied and paid at such
time or times as may be required by the regulations estab-
fished by the company for the conduct of its business, it shall
be lawful for the company to give notice to the party entitled
to said property, personally, or by mailing the notice, pre-paid,
to him or his agent’s usual or last known residence or place of
business, requiring the party, within ten days after the receipt
of the notice, to pay to the company all such advances, charges,
‘and expenses, with any interest which may have accrued; and
if, within thirty days after the personal service or mailing the
notice, the same be not paid, it shall be lawful for the company
to sell such property at public sale, as to the company may
seem best for the interests of all concerned, and, after reserv-
ing the amount due the company, and paying the costs of sale,
pay over the balance of the proceeds of sale to the party en-
titled thereto, on his surrender of the receipt or certificate
given for the property. If the holder of the receipt or cer-
tificate be unknown, the notice may be given to the party to
whom it was issued, or his personal representative, if deceased :
provided, however, that nothing in this section contained shall
be construed to prevent the said company from making any
such sale at such earlier time and in such manner as may be
provided for in any contract or agreement made by any person
or persons with said company. |

7. It shall be lawful for the company, from time to time, to
borrow such sums of money as may be necessary to carry out
the provisions of this act, and to issue and dispose of their
promissory notes or bonds for the amounts so borrowed; and
they may mortgage, pledge, or hypothecate, by deed of trust,
any part of their corporate property and franchises, to secure
the payment of such notes or bonds.

8. The stockholders, in general meeting, shall make and
establish such by-laws, rules, and regulations, not inconsistent
with the laws of the state of Virginia or of the United States,
as they may deem proper tor the management and control of
their affairs and business, and government of their officers,
agents, clerks, and other employees, which shall be binding on
themselves and all persons in the employment of the company.

9. The first annual meeting of the company shall be held
at such place as the board of directors may determine, on the
first Tuesday in April, in the year one thousand eight hundred
and seventy-one; and at the first and every subsequent annual
meeting, the stockholders shall elect seven of their number to
constitute a board of directors, to remain in office until their
next annual meeting, or until their successors are elected.

10. Subject to the by-laws, rules, and regulations of the
stockholders, the board of directors shall have the management
and control of the affairs and business of the company. From
their own body they shall elect a president, who shall preside
it all meetings of the board, and perform such other duties as
may be prescribed for him by the stockholders or board of
directors; and the board of directors shall fix the amount of
compensation, if any, the president is to receive. They may
also appoint, from their own body, a vice-president and an’
executive committee, and prescribe the duties of each. They :
shall appoint such officers, agents, and clerks, as they may find
necessary for the management of the business of the company,
and shall provide for receiving subscriptions to the capital
stock, which they shall make payable at such times and in such
instalments as they or the stockholders may direct. Any four
members of the board shall constitute a quorum for the transac-
tion of business. The seven persons first named in the first sec-
tion of this act shall constitute the board of directors; to serve
until the first annual meeting, and until their successors are
elected. So soon as the capital stock shall have been sub-
scribed, they shall call a meeting of the stockholders. |

11. The offices of the company, and the warehouses, docks,
wharves, and so forth, of the company, may be located at such
place or places, in or near the cities of Norfolk and Ports-
mouth, as the board of directors or stockholders may determine.

12. It shall be lawful for cities, railroads, steamboat and navi-
gation companies, banks, and other corporations, to subscribe
to the capital stock of this company.

13. This act-shall be in force from its passage.