Chap. 425.—An ACT to incorporate the Alexandria perpetual build-
ing fund association.

Approved March 5, 1888.

1. Be it enacted by the general assembly of Virginia, That «
Jobn T. Hiil, F. E. Corbett, George F. Steiner, Frank Hume,
Park Agnew, M. B. Harlow, A. H. Agnew, N.S. Greenaway,
F. A. Reed, and James R. Caton, together with their associ-
ates, be and they are hereby created a body politic and cor-
porate, by the name of the Alexandria perpetual building |
tund association, and as such shall have power and shall be
capable in law to purchase, hold, and dispose of property,
both real and personal, to make loans or advances on real
estate or collateral security to the stockholders of the said
corporation and to others, and to accumulate a fund to aid its
stockholders and others to purchase real estate and to im-
prove the same. The said corporation shall have power to
make, have, and use 8 common seal, and the same to change,
alter, or renew at pleasure; to sue and be sued, and plead and
be impleaded in any court of law and equity; to make and
receive all deeds, transfers, contracts, conveyances, and
grants whatsoever; and to exercise all the powers incident
to bodies politic and corporate, not inconsistent with the laws
ot this state, or of the United States.

2. There shall be a meeting of the said corporators and.
their associates at such time and place after the passage of
this act, as the said corporators, or any five of them, may ap-
point, and on such a day and at such place annually there-
after as the by-laws of said corporation may appoint, for the
purpose of choosing, from the members of said corporation,
a president, secretary, and treasurer, and a board of five di-
rectors, to manage the affairs of the said corporation for one
year thereafter, and until a new election shall take place, and
until their successors are duly qualified: and the corporators
or a majority of them, shall appoint the judges of the first
election, and all subsequent elections shall be conducted in
accordance with the by-!aws of the said corporation.

3. The president and secretary shall be ex-officio members
ot the board of directors, and the board of directors shall have
power to fill any vacancies in the offices or in the board of
directors of the said corporation which may occur between
the annual elections, and for any misconduct or other good
cause, to remove any officer, agent, or attorney of the said
corporation from office, and to fill the vacancies thus occa-
sioned; to elect annually a board of three trustees, to whom
shall be conveyed all real estate upon which loans or advances
have been made by the said corporation; and to fill any va-
cancies occurring in the said board of trustees; to appoint all
such solicitors, attorneys, and agents as may be necessary for
the conduct of the business of the said corporation; and to
require and take bond, with security, and fix the amount
thereof to be given by the officers, solicitors, attorneys, and
agents of the said corporation, conditioned for the faithful
performance of their duties as such; it being expressly pro-
vided that when for any cause a new trustee or trustees shall
be elected, that such election shall be duly certified by the
secretary of the said corporation, to the clerk of the corpo-
ration court of the city of Alexandria, who shall record and
index the said certificate of election in the current deed book
of the said court, and thereafter the trustee or trustees so
elected as aforesaid, shall be substituted to all: the rights,
powers, duties, privileges, and obligations of any former trus-
tee or trustees of the said corporation in every or all deed or
deeds, conveyance or conveyances made to such former trus-
tee or trustees as fully and completely as if the said new
trustee or trustees had been appointed and substituted as by
the statute law in such cases made and provided.

4, The said corporation shall have power to make such by-
laws, rules, and regulations, not inconsistent with the laws of
this state and of the United States as it may deem necessary,
concerning and regulating the management and conduct of
the business of the said corporation, and prescribing rules for
admission to membership therein, and the method and regu-
lations for the issuance, transfer, and redemption of its stock,
and the manner and time in which payments upon its stock
shall be made, and the amount of stock which shall be issued
in any one series.

5. The stock of the said corporation shall consist of not
less than five hundred nor more than five thousand unre-
deemed shares, to be paid in monthly instalments of one dol-

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jar on each share until the said shares by such monthly pay-:
ments, together with the dividends and profits thereon, shall |
arrive at the par value of two hundred dollars per share:
provided, that the said corporation may, after the minimum
amount of its stock has been subscribed, provide for the issu-
ance of the residue of its capital stock, in annual series of so
many shares as by its by-laws, rules, and regulations may be
ordered and prescribed. The monthly instalments upon the
sbare or shares of stock of each series of stock to commence
from the next regular monthly meeting of the said corpora-
tion after the issuance of such series.

6. That when the shares of stock of any series issued by :
the said corporation, have, by such monthly payments as
aforesaid, together with the dividends and profits accruing
upon such shares of stock, arrived at the par value of two
hundred dollars for each share of any such series, or at any
time when there is a surplus in the treasury of the said cor-
poration for which an investment cannot be secured, it shall
have power to call in and redeem all such shares of any
series which have arrived at the par value of two hundred
dollars per share; to call in and redeem, under such regula-
tions as may be prescribed by the by-laws, a sufficient num-
ber of shares of the oldest series outstanding which have
not arrived at the par value of two hundred dollars per share,
to exhaust such surplus. And the said corporation shall
have power to issue as many new shares of stock in the same
in the nature of a new series of stock as shall be equal to
the number of shares so redeemed as aforesaid, and so on
perpetually: provided that at no time shall the maximum
number of shares outstanding of all series combined, exceed
five thousand shares.

7. The by-laws of the said corporation may provide con-
ditions for the payment of any part of its stock in advance;
may prescribe the entrance fee to be paid by each stock-
holder at the time of subscribing; may limit the number of
shares which each stockholder may hold at one time, and
the corporation shall have power to enforce the payment of
all instalments on stocks, loans, advances, and other dues |
due to the corporation by its members, or stockholders, by '
such fines or forfeitures as the said corporation may from
time to time provide by its by-laws. Every member shall
have one vote for every share of stock held by him at any
meeting of the stockholders; and no one shall be cligible to
any office in the said corporation who is not a bona fide
holder of one or more shares of stock in the said corpora-
tion; and the office of any member ceasing to hold stock,
shall be declared vacant by the board of directors and the
vacancy filled.

8. Any person or persons applying for membership or for |
stock in the said corporation, after the end of: one month
from date of the issue of the first or any subsequent
series of stock, may be required to pay, on subscribing, such
bonus or assessment as may from time to time be fixed by

scares:
the by-laws, in order to place such new members or stock-
holders on a footing with the original members and others
holding unredeemed shares in such series at the time of such
application.

9. It shall an may be lawful for the said corporation at any
time, in advance of the period or periods of time at which
the share or shares of stock of any series of any member
shall arrive at the par value of two hundred dollars per share,
according to the provisions of section five, to redeem the
same by the payment of the amount of money paid in by
such member, with the dividends and profits which have ac-
crued up to the date of the last semi-aunual dividend declar-
ed by the board of directors preceding such redemption ; and
it shall be lawful for such corporation at any time, in advance
of the period or periods of time at which the share or shares
of stock of any series shall arrive at the par valuc of two
hundred dollars per share, as provided in section five, to loan
or advance to any member or stockholder of said corporation,
an amount of money equal to the par value of the share or
shares of stock held by such member or stockholder in the
said corporation for such premium as may be agreed upon,
and to require, demand and receive from such member, the

. monthly instalments upon the share or shares of stock upon
which such loan or loans, advance or advances is so made,
until such share or shares of stock, by the said monthly pay-
ments, with the dividends and profits accruing to such share
or shares of stock, shall arrive at the par value of two hun-
dred dollars per share; and it shall be lawful for said corpora-
tion to ask, require, demand and receive in advance, or in
monthly instalments, interest at a rate not exceeding six per
centum per annum upon any such loans; demand and re-
ceive in advance or in monthly instalments, interest at a rate
not exceeding six per centum per annum, upon any such loan or
loans, advance or advances, and to require and receive from
such member a transfer of all his interest in such share or
shares of stock upon which a loan or loans, advance or ad-
vances have been made, upon such conditions as may be pre
scribed by the by-laws of the said corporation; and also to
require, take and receive security by way of mortgage or
deed of trust, on real estate or hypothecation of the stock of
the said corporation, or other solvent stocks, bonds and se-
curities. The said mortgage, deed of trust, or bypothecation
to be so required, taken and received to secure the payment
by such member to said corporation of the unpaid instalments
to be paid on the said share or shares of stock upon which
such loan or loans, advance or advances have been made, to-
gethcr with the interest on the sum or sums of money 80
loaned and advanced, and all assessments, fines and penalties
incurred in respect thereof, until the said share or shares upon
which such loan or loans, advance or advances have been 80
made, shall, with the dividends and profits accruing thereon,
arrive at the par value of two hundred dollars per share:
provided however, that in case of such hypothecation of

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stock, no greater sum of money shall at any time be drawn
out by any member than shall have already been paid in by
him on his share or shares at the time of such hypothecation ;
the property conveyed, by way of mortgage or deed of trust
as aforesaid to said corporation, to be taxed in the name of
the individual member or mortgagor.

10. It shall be the duty of the board of directors at least
ten days prior to the expiration of each succeeding half year,
reckoning from the date of organization of the corporation,
to appoint from the stockholders, three competent persons to
investigate the affairs of the corporation and make a report
thereof which shall be recorded on the books of the minutes
of the stockholders’ meetings, and be at all times open to the
inspection of the stockholders; and thereupon the board of
directors shall, within a reasonable time, declare such divi-
dend of the profits as shall have been mace during the pre-
ceding six months, upon the unredeemed shares; the divi-
dends upon fully paid-up shares to be paid in cash, and upon
shares not paid-up in full to be pro rata passed to the credit
of the holder thereof: provided, that always at the expira-
tion of a current year, the newly elected board of directors
only, shall have the power to declare such dividend.

11. Any adult person may become a member of the aaid
corporation, hold stock and participate in the proceedings;
any other corporation may hold stock therein, and minors
may hold stock in the said corporation when represented by
a trustee, parent, or guardian. All taxes, dues, and demands
due the state shall be paid in lawful money of the United
States, and not in coupons.

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