Chap. 238.—An ACT to incorporate the Farmers’ Exchange Warehouse
and Supply Company, of Lynchburg, Virginia.

Approved March 29, 1877.

1. Be itenacted by the general assembly of Virginia, That
J. M. Spiller, George W. Clement, J. L. Arthur, M. H. Gar-
land, Thomas S. Richardson, John N. Clement, Frederick
Harriss, J. A. Scott, Thomas E. Moorman, M. H. Payne,
William A. Legrand, George A. Morgan, D. C. Ward, Adam
Clement, John M. Steptoe, Ro. B. Younger, George W. Jones,
A. D. Perrow, James N. Hay, and all other persons who may
hereafter be associated with them and their successors, are
hereby created a body politic and corporate under the name
and style of The Farmers’ Exchange Warehouse and Supply
Company, of Lynchburg, Virginia.

2. The minimum capital stock of said company shall be
ten thousand dollars, which may be increased by said com-
pany to a sum not exceeding one million dollars. As soon as
the capital stock has been subscribed, and ten per centum
thereof paid in cash, it shall be lawful for said company to
organize and commence business. The said capital stock
shall be divided into shares of ten dollars each, shall be
deemed personal property, and shall be transferable, as may
be prescribed by the by-laws of the company.

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, except so
tar as the same shall conflict with the provisions of this act.

4. The said company sball have power and authority to
carry on a general warehouse, storage and supply business;
and may lease, purchase, hold, convey, sell and assign all such
real .and personal estate as they may deem necessary and
convenient for their business, or to secure any debt. And
said company shall be authorized to make or negotiate loans,
or advance money, upon such terms and conditions, not ex-
ceeding the legal rate of interest, as may be agreed on by the
parties, and may take mortgages or liens on real and _ per-
sonal property to secure the same. Said company shall also
be authorized to carry on a general commission and supply
business, and they may buy and sell at public auction or
otherwise all and every species of personal property, either
on their own account or on commission, the same as if said
company were a natural person, and may construct ware-
houses and other edifices for the purposes of their business.
They may receive on storaye or deposit money, all kinds of
merchandise and personal property for safe-keeping or ship-
ment, and make advances in money, supplies, or credits
thereon; and may transact and carry on all kinds of business
usually transacted by warehousemen and merchants; and
may collect and receive compensation for storage and for
supplies and credits furnished, and all labor and expenses in-
cident thereto, including the expensesof receipt and delivery,
insurance and custody on all property received on storage or
deposit, at such rates and on such terms as may be agreed
on between the company and the owners of the property or
their agents.

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 payment of all dues to the company for which the pro-
perty is liable; said receipt or certificate shall be negotiable,
and by endorsement or assignment and delivery thereof, shall
transter the title to the property therein mentioned and de-
scribed to the helder of the receipt or certificate. The holder
of the receipt or certificate shall be entitled to receive the
property from the company on delivery of the receipt or cer-
tificate, properly endorsed, and paying the company all dues
on the property for advances, charges, storage, labor, and ex-
penses, with interest and costs 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 has been given or is-
sued, no further advance on the property for which it is given
shall thereafter be made by the company. In the event of
the loss or destruction of a receipt or certificate given by the
company for property on storage or deposit, the bona fide
ho.der of such receipt or certificate, at the time of its loss or
destruction, his representative or assign shall have the same
right to receive the property from the company that be would
have had on the delivery of the receipt or certificate, on the
proof of the loss or destruction of the receipt or certificate
and delivery to the company of a proper bond of indemnity
with security satisfactory 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.
lished by the company for the conduct of its business, it shall
be lawful for the company to give notice to the parties en-
titled to the property, personally, or by mailing the notice,
pre-paid, to his or her agent’s usual or last-knowno residence
or place of business, requiring the party, within ten days
after the receipt of said notice, to pay the company such ad-
vances, charges and expenses, ‘with any interest which may
have accrued; and if within thirty days after the personal
service, or the mailing of such notice, the same be not paid,
it shall be lawful for the company to sell such property at
public auction, at such time and place as to said company
may seem best for the interest of all concer ned, and after re-
serving the amount due themselves, and paying the costs of
the sale, the company shall pay the balance of the proceeds
of said sale to the party entitled thereto, on bis surrender or
the receipt or certificate given for the property. If the
holder of the receipt or certificate be unknown to the com-
pany, the notice may be given to the party to whom it was
issued, or to his personal representative, if he be dead: pro-
vided however, that nothing contained in this section shall
be #0 construed as to prevent the company from making any
sale at such earlier time and in such manner as may be pro-
vided for in any contract or agreement made by any person
or persons with said company.

7. It shall be lawful for the said 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 bor-
rowed; and they may mortgage, pledge or hypothecate, by
deeds of trust, or otherwise, any part of their corporate pro-

erty or franchises, to secure the payment of such notes or
onds

8. The stockholders shall meet, and make and establish
such by-laws, rules and regulations, not inconsistent with the
laws of the state of Virginia and the United States of America,
as they may deem proper for the management and control of
the affairs and business of the company, and for the govern-
ment of their officers, agents, clerks, and other employ ees,
which shall be binding ou all the stockholders, and on all per-
sons in the employment of the company.
9. The first annual meeting of the company shall be held
in the city of. Lynchburg, at such time and place as the board
of directors may determine, ten days notice thereof having
been given by publication in some newspaper published in
said city. Atthe first and every subsequent annual meeting,
the stockholders shall elect seven of their number to consti-
tute a board of directors, to remain in office until the next
annual meeting, or until their successors are elected.

10. The board of directors shall have the management of
the company, subject to the by-laws, rules and regulations,
made by the stockholders in conformity with the provisions
contained in section eight. The said board of directors shall,
from their own body, elect a president, who shall preside at
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 the president isto receive. ‘The said board may
also appoint, from their own body, or from the other stock-
holders, an executive committee, and prescribe tbe duties
thereof; they shall also appoint such officers, agent and clerk,
as they may find necessary for the management of the busi-
ness of the company, and shall regulate the salaries of the
same; they shall provide for receiving subscriptions to the
capital stock of the company, and if, in their opinion, it shall
be necessary to do so, to limit the number of shares to be
taken and held by a single individual; they shall make the
subscriptions payable at such time and in such instalments
as they or the stockholders may direct. Any four of the
members of the board shall constitute a quorum for the trans-
action of business. The seven persons firet named in the first
section of this act, shall constitute the board of directors, to
serve until the first annual meeting, or until their successors
are elected. As soon as the capital stock shall have been sub-
scribed, they sba!l call a meeting of the stockholders.

11. The offices of the company, and the warchouses, build-
ings, and so forth, of the company, shall be located at such
place or places, in or near the city of Lynchburg, as the
board of directors or the stockholders may determine.

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