CHAP. 327.—An ACT to incorporate the Old Dominion perpetual
building fund association of Alexandria, Virginia.

Approved February 22, 1890.

1. Be it enacted by the general assembly of Virginia,
That L. McK. Bell, John T. Hill, Alexander Lyles, Worth
Hulfish, F. E. Corbett, John R. Zimmerman, L. E. Uhler,
and James R. Caton, together with their successors and
associates, be, and they are hereby, created a body politic
and corporate by the name of ‘the Old Dominion per-
petual building fund association” of Alexandria, Vir-
ginia, and as such shall have power and be capable in law
to purchase, hold, and dispose of property, both real and
personal; to make loans or advances on real estate or col-
lateral security to the stockholders of the said corpora-
tion and to others, and to accumulate a fund to aid its stock-
holders and others, to purchase real estate and to improve
the same. The said corporation shall have power to make,
have, and use a 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, convey-
ances, and grants whatsoever, and to exercise all the
powers incident to bodies politic and corporate not incon-
sistent with the laws of 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 incorporators or any five of them
may appoint, and on such a day and at such place an-
nually thereafter 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 directors to manage the affairs of the said
corporation for one year thereafter, and until a new elec-
tion shall take place and their successors are duly quali--
fied, and the corporators, or a majority of them, shall ap-
point the judges of the first election, and all subsequent
elections shall be conducted in accordance with the by-
laws of the said corporation.

3. The president and secretary shall be ex-officio mem-
bers of 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 miscon-
duct or other good cause, to remove any officer, agent, or
attorney of the said corporation from office, and to fill the
vacancies thus occasioned; 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 vacancies 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 said corporation, conditioned for the faithful perform-
ance of their duties as such, it being expressly provided
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 cor-
poration court of the city of Alexandria, who shall re-
cord and index the said certificate of election in the cur-
rent deed book of the said court, and thereafter the trus-
tee or trustees so elected as aforesaid shall be substituted
to all the rights, powers, privileges and obligations of any
former trustee or trustees of the said corporation in every
and all deed or deeds, conveyance or conveyances made to
such former trustee 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
the conduct of the business of the said corporation, and
prescribing rules for admission to membership therein,
and the method and regulations for the granting of loans
or advances, 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
dollar on each share until the said shares by such monthly
payments, 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, pro-
vide for issuance of the residue of its capital stock in an-
nual series of so many shares as by its by-laws, rules and
regulations may be ordered and prescribed; the monthly
instalments upon the share or shares of stock of each
series to commence from the next regular monthly meet-
ing of the said corporation 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 ac-
cruing upon such shares of stock, arrive 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 corporation for which an investment cannot be
secured, it shall have power to call in and redeem all such
shares of any series which have so arrived at the par value
of two hundred dollars per share; to call in and redeem,
under such regulations as may be prescribed by the by-
laws, a sufficient numter of shares outstanding which
have not arrived at the par value of two hundred dollars
per share, to exhaust such surplus. And the said corpo-
ration 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 ad-
vance; may prescribe the entrance fee to be paid by each
stockholder 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 to the corporation by its members or stock-
holders 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 eligible to any office in the said corporation who
is not a bona fide holder of one or more shares of stock
in the said corporation; 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 of any subse-
quent series of stock may be required to pay on sub-
scribing such bonus or assessment as may from time to
time be fixed by the by-laws, in order to place such new
members or stockholders on a footing with the original
members and others holding unredeemed shares in such
series at the time of such application.

9. It shall and 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 dol-
lars 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 accrued up to the date of the last semi-
annual dividend declared by the board of directors pre-
ceding 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 shares of stock of any series
shall arrive at the par value 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 cor-
poration 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 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 hundred dollars per share, and it shall be lawful for
said corporation 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 loan
or loans, advance or advances, and to require and receive
from such member a transfer of all his interest in each
share or shares of stock upon which a loan or loans, ad-
vance or advances have been made upon such conditions
as may be prescribed 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 stock,
bonds and securities, the said mortgage, deed of trust, or
hypothecation 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, together with the interest on
the sum or sums of money so 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 so 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
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 mortgager.
* 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 cor-
poration, to appoint from the stockholders three competent
persons to investigate the affairs of the corporation, and
make a report thereof, which report shall be recorded on
the books of the minutes of the stockholders’ meetings,
and be at all times open to the inspection of the stock-
holders; and, thereupon, the board of directors shall within
a reasonable time declare such dividend of the profits as
shall have been made during the preceding six months
upon the unredeemed shares; the dividends upon fully
paid-up shares to be paid in cash, and upon shares not paid
up in full tobe prorata passed to the credit of the holder
thereof: provided, that always at the expiration of a cur-
rent 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 said
corporation, hold stock and participate in the proceedings ;
any other corporation may hold stock therein, and minors
may hold stock in said corporation when represented by a
trustee, parent or guardian.

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