Chap. 127.—An ACT to incorporate the Commercial Bank located in
the city of Danville.

Approved March 17, 1876.

1. Be it enacted by the general assembly of Virginia, That
George C. Ayres, William E. Boisseau, William H. Selden, W.
W. Keen, Junior, J. P. Hawkins, William L. Fernald, W.
K. Alexander, R. W. Lawson, John F. Rison, and C. M.
Flinn, and others, who may associate under this act, are
hereby created and declared a body politic and corporate
urtder the name and style of the Commercial Bank; 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 to make and have a common seal, and the same to break,
alter or renew at their pleasure; to ordain and establish such
by-laws, ordinances and regulations, and generally do every
act and thing necessary to carry into effect this act, or pro-
mote the design and object of this corporation: provided,
that such by-laws, ordinances, regulations, or acts be not
inconsistent with the laws of this state or the United States.

2. The d&pital stock of said company shall not be less than
twenty-five thousand, nor more than three hundred thousand
dollars, to be divided in sharesgf one hundred dollars each.
The said capital stock shall be payable, by each subscriber,
at such time or times, and in sugh proportions 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
recovered by motion, upon twenty days’ notice in writing,
in any court of record, either in the county of Pittsylvania
or city of Danville, or place of residence of the holder of said
stock, at the option of said company; and payment of any
balance of subscription, not collected, as herein provided for,
shall; at all times, be kept fully secured to the company, in
such manner as the president and directors shall prescribe.

3. The affairs of the said corporation shall be managed by
a board of directors, nine in number, to be elected by the
stockholders of said corporation in general meeting assembled,
by a majority of the votes of said stockholders present in
person or by proxy: provided, that no proxy shall be used
unless the same shall have been executed within sixty days
next preceding the meeting at which it is to be used. The
directors thus chosen, shall choose from among themselves a
president, who shall also be president of the corporation, and
shall be allowed a reasonable compensation for his services.
The said directors shall hold office for three years from their
election, or until their successors are elected and qualified:
provided, that at the first election, one third of said directors
shall be chosen to hold office for one year, one third for two
years, and one third for three years, so that one third may
be chosen every year; and if vacancies happen by death,
resignation or otherwise, the said directors shall from among
the stockholders of said corporation, make temporary ap-
pointments to fill said vacancies, until the next general meet-
ing of the stockholders: provided, that the stockholders of
said corporation may at any time change the number of
directors, to any number not less than five, and fix the period
for which they shall hold office.

4, The president and directors of said company shall ap-
point such officers and agents as they may find necessary for
the proper ‘conducting of the business of the company, and
shall allow them suitable compensation for their services; all
of which officers and agents shall hold their places during
the pleasure of the board of directors, by whom in their dis-
cretion, said officers and agents may be required to give bond
with security conditjoned for the faithful performance of their

uties.

5. The said company shall have power to receive deposits
in sums not less than one dollar, and issue certificates there-
for, bearing any rate of interest agreed upon, not exceeding
six per centum per annum. It shall have power to discount
or purchase bonds, notes or other paper. It shall Jave power
to buy and sell gold and silver coin, bullion, bills ef exchange,
stock and bonds, and notes; guarantee the payment of bills,
notes, bonds, and other wytten contracts; issue letters of
credit; guarantee the payment of mortgages on real estate,
and receive payment for sagh guarantee. But it shall not
hold more real estate than shall be necessary for the conve-
nient transaction of its business, except that the company
may purchase such real estate as may be necessary for the
successful payment of the debts due it; which real estate
shall be disposed of in five years.

6. The president and directors shall have power to declare
such dividends of the profits of the company, as they may
deem proper: provided, no dividend shall be declared if the
effect of it would be to lessen the amount of the capital stock.
They shall also make and publish semi-annual reports of the
condition and investments of the company.

7. The liabilities of the members of the company for any
loss, damage or responsibility, shall be measured and limited
by the amount of their stock, and so much as shall be due
thereon. Every stockholder not in debt to the company,
may at pleasure, by power of attorney or in person, assign
or transfer his stock in the company, on the books of the
same, or any part thereof, not less than one sbare; but no
stockholder indebted or liable to the company, shall be per-
mitted to make a transfer or receive a dividend until such
debt or liability is paid or secured to the satisfaction of the
board of directors.

8. General meetings of the stockholders shall be held an-
nually; and special meetings of the same shall be held at the
discretion of the board of directors, or upon a call of five or
more stockholders holding one fifth of the capital stock in the
aggregate. A majority of the stockholders represented in
person or by proxy, executed not more than sixty days before
the meeting, shall constitute a quorum for business, and each
stockholder shall be authorized to give as many votes as he
has shares of stock.

9. The board of directors ence every three months, shall
cause an examination to be made of the moneys, negotiable
securities, and other funds of the company, and a settlement
to be made of the accounts of the officers, charged with their
custody, and a statement of such examination and settlement
shall be recorded with the proceedings of the board of di-
rectors.

10. Said corporation shall in addition to the powers here-
inbefore given, have all the rights, powers and privileges
given, or which may be hereafter given to banks of discount
and deposit in this state. e

11. The office of said company shall be in the corporate
limits of the city of Danville.

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