Chap. 22.—An ACT to incorporate the Clover Masonic Building
Association.

Arproved January 10, 1879.

Whereas it is represented to the general assembly of Vir-
ginia that E. D. Hundley, KE. B. Spencer, William B. Hurt, W.
H. Heidelberg, M. L. Uarvey, James B. Carden, and sundry
others have, as a joint stock association, agreed to take and
pay for stock in said association, for the purpose of erecting a
public building at Clover, in Halifax county, Virginia, for busi-
ness rooms, to be rented out or to be used for such other pur-
poses as said association may order and direct; therefore,

1. Be it enacted by the general assembly of Virginia, That
E. D. Hundley, E. B. Spencer, William B. Hurt, W. "H. Heidel-
purg, M. L. Harvey, James B. Carden, and their associates, be
and they are hereby appointed a body politic and corporate, by
the name of The Clover Building Association of Virginia, by
which name they shall have perpetual succession, may sue and
be sued, contract and be contracted with, and have and use a
common seal, with power to parchase, take and hold lands and
tenements, goods, chattels and moneys for the use and benefit
of said assoziation, and especially te purchase and hold lands at
Clover, Halifax county, Virginia, for the purpose of building a
masonic lodge at Clover, for the use and purposes of said asso-
ciation, not exceeding five acres.

2. The capital stock of said company shall not be less than
one thousand dollars, nor more than ten thousand dollars, to
be subscribed in shares of twenty-five dollars each. Any soci-
ety of free masons in the state of Virginia may become stock-
holders in said association, and upon application of the proper
authorities of any such society to the circuit court of Halifax
county, or of the county in which such society may be resident,
it shall be the duty of such court to appoint trustees, either
where there are none or in the place of former trustees, and
such court is authorized and empowered hereafter, from time
to time, fo change those so appointed, whenever it may seem to
the court proper; and the said trustees so appointed shall hold,
for the use and benefit of such society. the legal title to any
and all shares of stock in said association, subscribed for by
the said society, with ail the powers and privileges, and subject
to all the restrictions and provisions imposed by the seventy-
eighth chapter of the Code of Virginia, on trustees appointed
as therein provided, to hold the legal title to property for the
use and benefit of such societies.

3. Books shall be opened at Clover, in Halifax county, Vir-
ginia, under the direction of the above-named persons, and at
such‘ other places and under the direction of such other persons
as they may appoint, for the purpose of receiving subscriptions
to constitute a joint stock company for the purposes aforesaid.

4. There shall be a board of trustees for the management of
the affairs of said association. The stockholders may, in gen-
eral meeting, prescribe the number of trustees by a law to take
effect at the next annual meeting, but unless a different number
be prescribed, there shall be seven trustees.

5. The stockholders shall, annually, in general meeting, elect
the board of trustees at such time as they may appoint in their
by-laws, but should the trustees not be elected in any one year
on the day appointed for that purpose, the corporation shall not
for that cause be dissolved, but the trastees in office shall con-
tinue in office until a new election be thereafter effected, as may
be prescribed by the said association.

6. The said association shall have power to make any regu-
lations or laws for their government and the government of the
company, not inconsistent with the laws and constitution of
this state, or of the United States.

7. The board of trustees shall appoint one of their own body
president, and may appoint such other officers-as may by them
be deemed proper, prescribe the duties of officors, fix the rate
of compensation to be paid them, take bond and security of
such officers as they may deem proper and in such penalty as
they may prescribe, but no member of the board shall be eligi-
ble to any office but that of president.

8. A majority of the trustees shall constitute a quorum for
the transaction of business, and the board of trustees shall
have power to supply any vacancy that may occur in the board.

9, The capital stock of said association shall be deemed per-
sonal property, and may be transferred on the books of the
company in such manner as the by-laws may prescribe.

10. Leases, contracts and conveyances, when duly author-
ized, may be executed and acknowledged for record on behalf
of the association by the president or any other person espe-
cially authorized by the board of trustees.

11, The association shall have a lien on the stock of any
stockholder, due or, accruing from him to the company, and if
any subscriber for the capital stock of the company shal! fail to
pay the amount due for the same money instalment thereof, when
required by the board of trustees, the same may be recovered
by action or by motion, after ten days’ notice thereof, in any
court of record in this state.

12 The said association may improve, lease, sell or otherwise
manage or dispose of the real estate which it shall lawfully
acquire, and is authorized to borrow a sum of money, not to
exceed five thousand dollars, at a rate of interest not to exceed
twelve per centum per annum, and execute bonds therefor in
sums of not less than one hundred dollars each, and secure the
punctual payment of the same, and the interest thereon as it
may accrue, by a deed of trust conveying their real estate, but
the said real estate shall not be sold or conveyed in trust, ex-
cept in pursuance of a vote taken at a general meeting of the
stockholders and those representing a majority of shares of
stock concurring therein.

13. The presence of a majority in interest of the stockholders
shall be necessary to constitute a general meeting. The pre-
sence and votes of stockholders may be in person or by proxy.

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