Chap. 692.—An ACT to incorporate | the Citizens deposit bank of Waynesboro,
irginia.

Approved March 8, 1896.

1. Be it enacted by the general assembly of Virginia, That there
be hereby created and established in the town of Waynesboro,
Augusta county, Virginia, a bank of discount and deposit, with a capi-
tal of not less than fifteen thousand dollars, which may, by vote of
the board of directors, be increased to a sum not exceeding two hun-
dred thousand dollars; provided, however, that no increase shall
become effectual until the amount of such increase shall have been
first submitted to and ratified by the vote of the owners of the ma-
jority of the stock of the bank, and shall have been subscribed for
by good and solvent persons, under the name and style of the Citi-
zens deposit bank. The said corporation shall have perpetual suc-
cession, power to sue and be sued, to contract and be contracted with,
to plead and be impleaded, in all courts and places as a natural per-
son; to have acommon seal, which it may alter at pleasure; and todo
such other acts and things as may be necesséry or proper in the
transactions of the business which it is hereby authorized to do.

2. That T. H. Antrim, George C. Maslin, James R. Goodloe, John
J. McHenry, George Freed, Elijah Koiner, A. B. Ferguson, E. E.
Wallace and Kemp Chew, are hereby appointed commissioners, any
five or more of whom may open books in the town of Waynesboro and
receive subscriptions for the capital stock of the Citizens deposit bank,
thirty days’ previous notice having been given as required by law;
and when and as soon as fifteen thousand dollars thereof shall have
been subscribed for it shall be their duty to notify the subscribers
of the said stock and appoint a day and place for the election of the
board of directors, who shall hold their offices until the first annual
meeting of the stockholders thereafter, or until their successors are
elected and qualified, each of whom must own ten shares or more.
The annual meeting of the stockholders shall take place in the town
of Waynesboro on the second Monday of July of each and every year,
at which time there shall be chosen a board of directors, composed
of not less than five nor more than nine persons, elected by and from
the stockholders, who shall manage the affairs of the bank and hold
their offices for one year, and until their successors are elected and
qualified. The said board shall elect from its number a president,
and it may appoint such subordinate officers and agents as may be
necessary to conduct its business, and may require of them bonds for
the faithful discharge of their respective duties. The majority of
the board shall constitute a quorum, and any vacancies occurring in
the said board may be filled by it until the next annual election.

3. The capital stock of the said bank shall be divided into shares
of one hundred dollars each, transferable only in person or by attor-
ney upon the books of the corporation, and shall be subject to a first
lien in favor of the corporation to secure any indebtedness owing by
the registered owner thereof to the bank at the time any such trans-
fer may be requested. At all meetings of the stockholders each
shareholder shall! be entitled to cast one vote for each and every share
of stock then standing in his or her name upon the books of the bank ;
provided, fifty per centum of all the stock subscribed for shall be paid
in before the bank commences business; provided, further, the entire
stock subscribed for shall be paid in full within twelve months after
the date of the commencement of the business by the bank; and it
is further provided, that should the board of directors at any time
increase the capital stock as provided in section one, at least fifty
per centum of said additional stock shall be paid in at the time said
subscription is made, and the remainder within twelve months from
that date; and it is further provided, that in the event the stock is not
paid in full at the expiration of twelve months from the date of the com-
mencement of business by the bank, or within twelve months from
the date of subscription of increased stock, then the capital of said
bank shall be reduced to the amount of stock paid in full.

4. The business of said Citizens deposit bank shall be, and it shall
have the right, to receive money and currency on deposit, upon such
terms as may be agreed upon; toloan money upon such security as may
be taken; to discount, buy and sell gold and silver, stocks, bonds,
bills of exchange, and other evidences of debt ; tomake advance on ap-
proved securities, and upon the agricultural and other products of the
country ; to receive bonds, stocks, warehouse receipts, and written evi-
dence of the ownership of produce and merchandise in pledge for
payment of money, advances or debts owing to it, and to do a gene-
ral banking business.

5. All bills of exchange and promissory notes made negotiable and
payable to said bank, and all bills of exchange and promissory notes
made negotiable and payable at any bank created by this common-
wealth, or that may be organized under the laws of the United States,
and discounted by or sold to said Citizens deposit bank, shall be
placed on the footing of foreign bills of exchange, and remedy had,
jointly and severally, against the principals, securities, drawers, ac-
ceptors and endorsers, and any or more of them.

6. In any case where said bank may receive collateral for the secur-
ity of any debt owing to it, the person pledging such collaterals and
the bank may enter into written agreement to the effect that if such
debt is not paid at maturity, or by a specified time thereafter, the
said bank shall have the right tosell and pass the title to any collate-
ral so pledged at such time and place and manner, and upon such
terms as may be specified in said written agreement, and to apply
the proceeds to the payment of the debt for which the pledge was
made. But in no case shall such sale be made until the owner of
such collateral shall have bad at least ten days’ notice mailed to him,
or until such notice shall have been published by insertions in some
paper published in the cityof Staunton.

7. The said bank may acquire, use, hold, and dispose of such real
property, goods or chattels, as may be necessary and proper or con-
venient for the transaction of its business with safety, or which may
be transferred or conveyed to it assecurity for any debt, or purchased
by it in total or partial satisfaction of any debt, judgment, or de-
cree; but beyond what may be necessary for its use in the conduct
of its business it shall resell as soon as practically convenient; pro-
vided they shall not hold the same for a longer period than five
years.

8. Before entering upon the discharge of their duties the directors,
and each of them, shall make oath before some person authorized
by law to administer affidavits that they and each of them will, to
the best of their skill and judgment, faithfully discharge every duty
devolved upon them by virtue of their said offices.

9. Said bank shall at no time be indebted, nor in any way liable,

to an amount exceeding the amount of its capital stock at such time
actually paid in and remaining undiminished by losses or other-
wise.
10. The board of directors of the said bank may ordain and estab-
lish such necessary regulations and by-laws, not inconsistent with
the law of the land, as may be deemed proper and expedient for the
conduct of its business.
11. Every stockholder of this bank shall be individually liable to
the creditors of the bank to the full amount of stock subscribed for
and owned by him, but to no greater extent.

12. The board of directors of the said bank may from time to time
declare dividends of its profits in such amounts as they may deter-
mine, which shall be paid or passed to the credit of the share-hold-
ers in proportion to the stock held by them respectively; provided,
however, that no dividend shall be declared that exceeds a rate of
six per centum per annum until there has been set aside as surplus
fund an amount equal to five per centum of the paid-up capital stock
of the bank.

13. The general assembly of Virginia reserves the right to alter,
amend, or repeal this charter at pleasure.

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