Chap. 242.—An ACT to incorporate the Bank of Richmond.

Approved February 24, 1888.

1. Be it enacted by the general assembly of Virginia, That
Archie B. Gwathmey, Charles B. Gwathmey, E. A. Saunders,
William H. Scott, Addison L. Holliday, Sol. Cutchins, and E.
D. Starke, or such of them as shall accept the provisions ot
this act, such other persons as may hereafter be associated
with them, their successors and assigns, be and they are
hereby declared to be a body corpurate and politic, by the

name and style of the Bank of Richmond; and. by that name
may sue and be sued, plead and be impleaded, in all the courts
of law and equity in this state or elsewhere, and have per-
petual succession, and have, make, and use a common seal,
and the same to break, alter, and renew at their pleasure; to
ordain and publish such by-laws, ordinances, and regulations
as they may think proper and wise, and generally to do
every act and thing necessary to carry this act into effect, or
to promote the object and design of this corporation: pro-
vided that such by-laws, ordinances, and regulations and acts
be not inconsistent with the laws of this state or of the
United States.

2. The said corporation hereby created shall have power
to receive money on deposit, and grant certificates therefor

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whenever it shall think proper to do so; to borrow money,
and to execute notes for the same; to buy, sell, draw or nego-
tiate bills of exchange; to invest the money received on
deposit or belonging to the said corporation, in, or lend the
same on stocks, bonds, notes, bills, or any other security,
real or personal, or use the same in purchasing or discount-
ing bonds, bills, notes, or other securities for the payment of
money, and to receive the interest therefor in advance; to
guarantee the payment of notes, bonds, bills of exchange,
and other evidences of debt; to rediscount paper; to pur-
chase, or otherwise lawfully acquire, and to have and to hold
and likewise to sell and convey, or encumber, or otherwise
dispose of any real or personal estate which may be necessary
for conducting its business, and any other real or personal estate
necessary for securing any debts that may be due to said corpo-
ration ; and the said corporation shall have power generally to
do all such acts, and transact all such business as may be law-
fully done by banks of discount and deposit and savings
banks under the laws of Virginia.

3. The said corporation sball be organized with a capital
stock of not less than one hundred thousand dollars, nor
more than two hundred thousand dollars; and the stock-
holders shall have full power and authority, in any general
meeting, to increase the capital stock from time to time to
any amount not exceeding one million dollars. The capital
stock shall be divided into shares of not less than twenty-five
dollars nor more than one hundred dollars each, as the board
of directors may prescribe, and shall be uniform in amount,
and shall be payable at such time or times, and in such pro-
portions, as 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 in the city of Rich-
mond, or place of residence of the holder of the stock at the
option of the company: provided that before commencing
operations, twenty per centum of the minimum stock sub-
scribed, shall be paid in cash.

4. A majority of the persons named as corporators in the
first section of this act, who shall accept the provisions of
this charter, may, at any time, without giving notice, receive
private subscriptions to the capital stock of the said corpo-
ration, and they may also, in their discretion, open books for
subscriptions to such capital stock, at such time or times, and
at such place or places, and after such notice as they may
deem proper; and they may, at any time after the minimum
capital stock shall have been subscribed, call a general meet-
ing of the subscribers, at such time and place, and after such
notice, as they may deem proper; and the subscribers, their
executors, administrators or assigns, shall stand incorporated
from the time of such meeting, unless in said meeting it be
determined otherwise.
5. The stockholders of the said corporation shall not be
personally liable for any debt, contract, or obligation of the
said corporation, except to the extent of the unpaid subscrip-
tion to their stock.

6. Every stockholder may, at pleasure, by power of attor-
ney or in person, assign or transfer his stock in said corpora-
tion on the books of the same, or any part thereof, not being
less than a whole share. :

7. The annual meeting of the stockholders shall be held in
the city of Richmond, at such time as shall be provided in
the by-laws, and a general meeting of the stockholders may
be held at any time upon the call of the president, or of the
board of directors, or of stockholders owning together at
least one-tenth of the capital stock; and any meeting under
this section may be held after giving ten days’ notice of the
time and place thereof, by publication in some newspaper
published in the city of Richmond. In all meetings of the
stockholders, each stockholder shall cast one vote for each
share of stock held by him.

8. The stockholders of the said corporation shall annually
elect a president, and not less than five nor more than twenty
directors, who shall manage the affairs of the corporation
according to the provisions of this act, and where this charter
is silent, then according to the general laws ot Virginia; but
the stockholders may restrict or limit the powers of the
president or directors, or either of them, in such manner and
to such extent as they may deem proper. The president
shall -be one of the directors, and he shall be removable by
the stockholders.only. The by-laws shall provide what num-
ber of directors shall constitute a quorum for the transaction
of any and all business of the corporation, and until so pro-
vided, five directors shall constitute a quorum for the pur-
poses aforesaid.

» 9. The principal office or banking-house of the said com-
pany shall be in the city of Richmond; and the president and
oard of directors shall appoint a cashier and such subordi-
nate officers and agents as they may find necessary for the
conduct of the business of the company, and prescribe their
compensation, and require of them bonds with security for
the faithful discharge of their duties; and the said cashier
and all such subordinate officers and agents, shall hold their
places during the pleasure of the said president and board.

10. The president and directors shall have power to declare
such dividends out of the profits of the said corporation as
they may deem proper: provided that no dividend shall be
declared which will impair the capital stock of the said cor-
poration. They shall also, at the end of every year, make a
report to the stockholders, showing the condition of the com-
pany in regard to its business for the current year.

11. ‘All taxes due by this bank to the commonwealth shall
be paid in money, and not in coupons.

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

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