Chap. 123.—An ACT to amend the charter of the Citizens Bank of
Richmond.

Approved May 2, 18x7.

1. Be it enacted by the general assembly of Virginia, That
the charter of incorporation whieh was granted by the circuit
court of the city of Richmond, on the third day of June, eigh-
teen hundred and seventy- three, to certain persons for ming a
of Richmond, as amended by said court on July seventh,
eightcen hundred and seventy-three, and as further amended
by said court on the nineteenth day of June, eighteen hun-
dred and seventy-five, be and the same is hereby amended
and re-enacted so as to read as follows:

§1. That W. J. Johnson, Charles L. Todd, M. Rosembaum,
W. R. Quarles, D. O. Davis, T. H. Ellett, T. Wiley Davis, W.
J. Leake, R. C. Wortham, C. R. Skinker, John Addison, R.
G. Rennolds, C. KE. Wingo, John P. Branch, H. B. Taliaferro,
and such others who are now stockholders in said Citizens
Bank of Richmond, and their successors ani assigns, and such

others as may be hereafter associated with them under this
act, be and they are bereby created and declared to be a
body corporate and politic by the name and sty le of the
Citizens Bank of Richmond, and by that name may sue and
be sued, plead and be impleaded in all of the courts of law
and equity in this State or elsewhere, and have perpetual
succession ; to 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 wenerally” to do every act
and thing necessary to carry into Cffect. this act, or to pro-
mote the object and design of this corporation: provided that
such by-laws, ordinances, regulations, and acts be not incon-
sistent with the laws of this State or of the United States.

§2. The said corporation hereby created, shall have power
to reccive money on deposit, and grant certificates therefor
whenever they shall think proper to do so; to buy, sell, draw,
or negotiate bills of exchange; to invest the moneys 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 discounting
bonds, bills, notes, or other securities for payment of money,
and to receive the interest therefor in advance ; to guarantee
the payment of notes, bonds, bills of exchange, ‘and other evi-
dences of debt, and cenerally to carry on the business of a
bank of discount and deposit, and of a savings bank, with all
the rights, powers, and privileges conferred on and subject to
all dutics and liabilities imposed on auch banks by the laws
of Virginia now in force, except so far as may be herein
otherwise provided; to purchase, hold, sell, and convey, rent,
lease, and otherwise dispose of any real estate which the said
corporation may be entitled to acquire, and shall acquire,
under the provisions hereof.

3. The capital stock of said corporation shall not be less
than fifty thousand dollars, nor more than five hundred thou-
sand dollars, and shall be divided into shares of twenty-five
dollars each, and may be, from time to time, increased within
the limits aforesaid, at the discretion of the said stockhol«ers
in general meeting assembled.

4. The said corporation shall have power to purchase, rent,
lease, or otherwise acquire, within the city of Richmond, such
real estate and appurtenances as may be deemed proper for
the conduct of its business, and such other real estate as may

be bona fide mortgaged to said corporation by the way of
security for, or be conveyed to it in satisfaction of debts pre-
viously contracted in the course of its dealings, or purchased
at sales made under decrees or other pr oceedings, to enforce
the payment of.such debts, or as may be deemed necessary
to save the said corporation from the loss of an existing debt.

5. The persons named in the first section of this act, who
are the present directors of said corporation, shall be and
continue the directors of the said corporation till others are
appointed by the stockholders; and W. J. Jobnson, who is
now president thereof, shall be president thereof, and shall
continue in office until his successon is elected or appointed ;
in the case of a vacancy in the office of director, trom any
cause, the same remaining directors may elect others to sup-
ply their places until a meeting of the stockholders be held,
and their successors elected by the stockholders. There shall
not be less than seven nor more than fifteen directors, who
shall manage the affairs of the said corporation. Five of
said directors shall constitute a quorum for any and all busi-
ness purposes of said corporation. The meetings of the
stockholders shall be in the city of Richmond, Virginia, and
the business or banking house of said corporation shall be in
said city.

6. The board of directors shall elect a president from their
number, and shall appoint such subordinate officers and agents
as they may find necessary and proper for the conduct of
business of said corporation, and prescribe their compensa-
tion, and require of them bonds, with security, for the faith-
ful performance of their duties; and all such subordinate
officers and agents shall bold their places during the pleasure
of said board.

7. Every stockholder in the said corporation may, at plea-
sure, by power of attorney, or in person, assign and transfer
his stock in said bank or corporation, on the books of said
corporation, or any part thereof, not being less than a whole
share.

8. The president and directors shall have power to declare
such dividends of the profits of said corporation as they may
deem proper: provided that no dividend shall be declared
unless earned. They shall also, at the end of every year,
make a report to the stockholders, showing the condition of
the corporation in regard to its business for the current year.
An annual mecting of the stockholders shall be on the third
Monday in December, eightcen hundred and eighty-seven,
and annually thereafter on the third Monday in December in
each year: provided however that the said stockoolders may,
at any time, change the day of said annual meeting, and
the board of directors may, at any time, call a gencral meet-
ing of the stockholders; and any number of the stock holders,
owning not less than one-tenth of the whole number of shares,
may require the president or board to call such mecting, and
on his or their refusal so to do, may themselves call such
meeting, in each case giving at least fifteen days notice, by
publication, in one or more newspapers published in the city
of Richmond.

9. The action of the said circuit court of the city of Rich-
mond, whereby the said corporation was authorized to divide
its capital stock into shares of twenty-five dollars each, in-
stead of into fifty dollars each, as provided in the original
order incorporating said corporation, is hereby ratified and
confirmed; and the stockholders in said corporation, who
shall have paid the full sum of twenty-five dollars upon
each share of stock, shall not be liable to any further assess-
ments thereon; and no stockholder in said corporation sball
be personally liable for any debt, contract, or liability or ob-
ligation of said corporation. In all meetings of the stock-
holders, each stockholder shall cast one vote for each share of
stock held by him.

10. The board of directors may allow the president and
other officers a reasonable compensation for their services, to
be established and fixed from time to time by said board.

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

12. This act shall take effect from its passage, and shall
be subject to amendments, modifications, or repeal at the
pleasure of the general assembly of Virginia.