Chap. 775.—An ACT to incorporate the Halifax building and loan company

Approved March 4, 1806.

1. Be it enacted by the general assembly of Virginia, That R. T.
Edwards, Z. T. Collins, John H. Kent, D. K. Burton, H. W. Quarles,
John H. Farmer, James V. Garner, W. M. Bates, J. H. Mitchell, S. T.
A. Kent, E. 8. Lacy, A. M. Sporrow, and James H. Guthrie, together
with such other persons as may hereafter be associated with them,
be, and they are hereby, created and made a body politic and cor-
porate by the name of the Halifax building and loan company, and
as such shall be capable in law to purchase, hold, and dispose of
property, both real and personal; to make loans on real estate, per-
sonal or collateral security; to receive deposits and savings, and for
such other objects as may promote the interest of the company. The
said corporation shall have power to make, have, and use a common
seal, and the same to change, alter, and renew at pleasure; to sue
and be sued, plead and be impleaded in any court of law or equity;
to make all deeds, transfers, contracts, conveyances, and grants what-
soever, and to exercise all the powers incident to bodies politic and
corporate not inconsistent with the laws of this state or of the United
States.

2. There shall be a meeting of said corporators, or at least five of
them (which number shall constitute a quorum for the transaction
of business), at such time and place after the passage of this act as
the persons above named, or any five of them, shall appoint (and on
such a day and at such a place annually thereafter as the by-laws
may appoint), for the purpose of choosing from among the voti
members a president and vice-president, three directors, and a sec:
tary and treasurer to manage the affairs of the said corporation f
one year thereafter and until a new election shall take place a:
their successors are duly qualified. The president and vice-pre
dent shall be ex-officio directors, who, with the other three directo:
shall constitute the board of directors of said corporation. All su
sequent elections shall be held in accordance with the by-laws.

3. The directors, or any three of them, shall have power to fill
vacancies that may occur in the offices of president and vice- pres
dent and in their own body; to appoint such other officers ar
agents as they may deem necessary to conduct and execute the bus
ness of said corporation ; to fix their compensation, and in their di
cretion to dismiss them; to take bonds for the said corporation fro!
all or any of the officers or agents, with security, conditioned in suc
form as they shall approve, for the faithful performance of the dutie
of such officers or agents and to secure the said corporation from loss
to invest the funds of the said corporation as they shall see prope
and generally do any other act or acts touching the interests of th
company as they shall deem most safe and beneficial; to admit mem
bers upon such terms as the by-laws may prescribe, and furnish proo
of such admission, and of all payments made by such members upo
their respective shares; to exclude members when they have not an:
property in said corporation, and to make all such by-laws as may b
necessary for the exercise of the aforesaid powers or the powers vestec
in said corporation, and the eame to alter or repeal at pleasure: pro
vided that such by-laws shall not be contrary to any law of thi
state or of the United States.

4. The stock of the said corporation shall consistof not less than
fifty nor more than two hundred and fifty unredeemed shares of the
par value of one hundred dollars each, payable in such installmente
as the by-laws may prescribe. But the by-laws may provide condi-
tions for the payment of all or any part thereof in advance, and may
also prescribe the entrance fee to be paid by such stockholder at the
time of subscribing, and, if they see proper, may limit the number
of shares which each stockholder may hold at one time; and the
said corporation shall have power to compel the punctual perform-
ance of all duties to the corporation, and to enforce the payment of
all installments and other dues to the corporation from all parties
subscribing to its stock or borrowing money under its contracts in
pursuance of its charter and by-laws by such fines and forfeitures as
the directors may from time to time provide in the by-laws; power
to transfer shares on the books of the corporation without any
liability on the assignor for any installments or payments thereon
accruing after the date of such transfer. All transfers shall be sub-
ject to such rules, regulations, and fees as the charter and by-laws
may prescribe ; and each member shall have one vote for every share
of unredeemed stock which he may hold at any meeting of stock-
holders or election of directors the payments on which are not in
arrears; and no one shall be eligible as president, vice-president, or
director, who is not the bona fide holder in his own right of one or
more unredéémed shares of stock, and upon his ceasing to hold, in
ris own right, unreedemed stock, it shall be the duty of the board of
directors to declare his or their office vacant and to fill the vacancy.

5. Any person or persons applying for membership or for stock in
3aid corporation after the end of one month from the time of organi-
zation may be required to pay for stock such price as may from time
to time be fixed by the board of directors in order to place such new
members or stockholders on a footing with the original members and
others holding unredeemed shares at the time of application.

6. The corporation shall have power to make loans to members of
the corporation or others, and receive as part of the security for
loans to members their shares, either by way of redemption or
hypothecation, as well as to take deeds of trust or mortgages or any
real, personal, or collateral security, conditioned for the repayment
of the loan or advance, and the interest on the amount of said loan
until the last payment is made, in such installments as may be
agreed upon, and for the faithful performance by the parties thereto
of all covenants, stipulations, and agreements; provided, however,
that in case of such hypothecation of stock no greater sum of money
shall be drawn out by any member than has already been paid in by
him on his shares at the time of such hypothecation; the property
so mortgaged or hypothecated as aforesaid to the corporation to be
kept clear of taxes by the mortgagor. In the case of redemption the
shares redeemed shall be cancelled, but the members so having their
shares redeemed shall in no wise thereby be released from their obli-
gation to perform all the duties they may have assumed to the corpo-
ration, and shall for failure be subject to like fines and penalties as
though their shares of stock had not been redeemed. It shall and
may be lawful for such corporation to receive in advance the inter-
est on loans, as well as to charge and deduct upon the redemption of
shares such premium for the privilege of having them redeemed as
may from time to time be fixed by the board of directors or agreed
upon between the corporation and the parties so having their shares
redeemed ; or to add to the principal sum for which said shares are
redeemed the interest thereon for the period during which the in-
stallments extend, the whole to be paid in such installments as may
be agreed upon.

7. All shares of stock redeemed by the corporation in accordance
with the preceding section, or purchased by it, shall be considered as
redeemed shares, and shall be cancelled; and it shall be lawful
for the corporation to issue an equal number of new shares in
their stead, so that the number of unredeemed shares authorized by
this act may never exceed the number of two hundred and fifty
shares perpetually. And the member or members of the corporation
so redeeming the said share or shares of stock shall not be entitled
to vote at any meeting of the corporation held for the purpose of
electing directors and other officers or for any other purpose.

8. 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 company, to appoint from the stock-
holders three competent persons to investigate the affairs of the cor-
poration and make a report thereof, which report shall be recorded
on the book of minutes of the stockholders’ mestings, 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 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 paid up in
full to be pro rata passed to the credit of the holder thereof; provided
that always at the expiration of a current year the newly elected
board of directors only shall have the power to declare such divi-
end.
9. The principal office shall be in the town of Houston, Virginia.
10. The general assembly of Virginia reserves the right to alter,
amend or repeal this act at pleasure.
11. This act shall be in force from its passage.