Chap. 398.—An ACT to repeal an act entitled an act to incorporate the Vir-
ginia union university, approved March 4, 1896, and to amend an act en-
titled an act to amend an act entitled an act to incorporate the Richmond
institute, in the city of Richmond, approved February 5 1886.

In effect February 17, 1900.

1. Be it enacted by the general assembly of Virginia, That the act
entitled an act to incorporate the Virginia union university, approved
March fourth, eighteen hundred and ninety-six, be, and it is hereby,
repealed and declared null and void.

2. Be it also enacted by the gencral assembly of Virginia, That the
act entitled an act to amend an act entitled an act to incorporate the
Richmond institute, approved February fifth, eighteen hundred and
eighty-six, be amended and re-enacted so as to "read as follows:

‘8 1. Be it enacted by the general assembly of Virginia, That Byron
E. “yLuntley, Hf. L. Morchouse, Z. 1). Lewis, William Ellyson, A. Binga,
junior, P. P, Morris, C. A. Stakely, kR. T. Hill, H. H. Mitchell, George
Cooper, R. Wells, W. R.L.. Smith, J. 8. Dill, S. C. Mitchell, T. J. Mor-
gan, James H. Holmes, and H. lx. Porter (board of trustees), be suc-
cessors of Byron E. Huntley, George Cooper, J. H. Holmes, W. W. Lan-
drum, T. J. Morgan, R. Wells, H. L. Morehouse, J. 8. Dill, A. Binga,
junior, and John F. Woodman. ‘he ten last-named persons were made a
hody politic and corporate by the name and style of the Richmond theo-
logical seminary, as the successors of the incorporators of the Richmond
institute by an act to amend an act entitled an act to incorporate the
Richmond institute in the city of Richmond, approved February fifth,
eighteen hundred and eighty-six, and their successors, the said incorpo-
rators or board of trustees shall, as such successors, continue and be a
body politic and corporate, by the name and style of the Virginia union
university, and they and their successors, as such body politic and cor-
porate, shall possess all of the general powers belonging to bodies corpo-
rate, under the laws of the state of Virginia, and shall have power to use
a common seal, which may be altered at the pleasure of said corporators
or their successors; to sue and be sued, plead and be impleaded, to ac-
quire property by purchase, gift, exe hange, devise or bequest, and to con-
vey the same; to receive and hold to them and their successors forever

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all lands, tenements, rents, moneys, trusts or endowment funds, goods
and chattels, of what kind soever, which may have been purchased by,
or may have been or which shall be devised, bequeathed or given
to the said Richmond theological seminary, or which may have
been purchased by, or may have been or shall be devised, be-
queathed or given to the Virginia union university under the act
entitled an act to incorporate the Virginia union university, ap-
proved March fourth, eighteen hundred and ninety-six, which act is
hereby repealed; to lease or rent all lands and tenements whenever con-
ducive to the interests of the said Virginia union university; and to sell
the same subject to the approval of the executive board of the American
Baptist home mission society, whenever two-thirds of the said corpora-
tors or their successors herein designated as board of trustees for the time
being, shall authorize the sale: provided, however, that such authoriza-
tion shall be made by a resolution in writing passed at a meeting called
for that purpose, a notice of which must be served in writing upon each
trustee and upon the corresponding secretary of the American Baptist
home mission society ten days before action is to be taken.

§ 2. The lands, goods, and chattels which the said incorporators or
board of trustees, or their successors, shall possess or hold shall not at
any one time exceed in amount or value one million dollars. They shall,
however, have power in addition to this amount to receive and hold in
trust, gifts, bequests, and endowment funds to be used in the maintenance
of any department of said university. These trust funds, gifts or bequests
must, in every case, be used as the donors may desire or designate. Such
trusts shall continue for such time as may be necessary to accomplish
the purposes for which they may be created. Such gifts, bequests or
trust funds, of whatever nature, as were possessed or held by the said
incorporators or trustees of the said Richmond theological seminary shall
be held and used in perpetuity in maintaining the divinity school or the-
ological department of the said university, which school shall continue
to be known as the Richmond theological seminary.

§ 3. The said corporators or board of trustces and their successors
shall have power to found and maintain, as departments of said uni-
versity, a divinity school, which shall be known as the Richmond theo-
logical seminary; a school of liberal arts, which shall be known as Way-
land college; and such colleges, professional schools, and schools of
mechanical and industrial arts, as to them may seem necessary to pro-
mote the object for which they are made a body corporate; they shall
have power to receive into affiliation with said university such colleges,
professional schools, seminaries or academies as they may deem wise,
and upon such conditions as they may from time to time determine; and
they shall have power to conifer, subject to such conditions as they may
enact, such honors and such degrees as are conferred by institutions
possessing university powers.

§ 4. The board of trustees of the university shall consist of not more
than seventeen nor less than nine members, seven of whom shall con-
stitute a quorum for the transaction of business. All members of the
board shall be members in good standing in evangelical churches, and
not less than three-fourths of them and the president of the university
and the officers of the board of trustees shall he members of churches
now known as regular Baptists. Each member shall be entitled to one
vote either in person or by proxy.

§ 5. The board of trustees at its first mecting after this amended
charter takes effect, shall organize bv electing a president and secretary
of its own number, and a treasurer who may or may not be a member of
the board; and an executive committee of five who shall be appointed
annually and who shall have power to transact all of the business of the
university, except the conferring of degrees, purchase, and sale of real
estate, and the appointment and dismissal of the president, professors,
and teachers of the university, in the interval between the meetings of
the board: provided, however, that the committee shall have the power to
dismiss and appoint temporarily teachers during these intervals. The
term of office of each member of the board shall be three years, or until
his successor 3s appointed, but in order that only a part of these mem-
bers shall retire from office each year the board shall, at the first meet-
ing, divide its members, as near as possible, into three equal classes, and
determine which class shall continue in office one year, two years, and
three years from the first annual meeting following the said first meeting:
provided, however, that the board shall have the power to declare vacant
and to fill, without nomination, as hereinafter provided, the place of any
member who shall not be present either in person or by proxy, for two
consecutive meetings of the board without a satisfactory explanation.

$6. All vacancies in the said board of trustees, whether caused by
the expiration of the term of oflice, resignation, removal, or death, shall
be filled by the board itself. But so long as the university is maintained,
in whole or in part, by the American Baptist home mission socicty, the
appointment of two-thirds of its members shall be made on the nomi-
nation of the executive board of the society. All appointments to fill
vacancies caused by resignation, removal, or death, shall be for the un-
expired term of office.

§ 7. The said board of trustees shall have power to make and establish.
from time to time, such by-laws, rules, and regulations, not contrary to
the laws of the state of Virginia or of the United States, as it may deem
necessary for the transaction of all its business, and for the management
of every department of said university. The board shall also have power
to appoint and remove the president of the university, and such pro-
fessors, instructors, teachers, and other oflicers, agents or servants as
it may find necessary to employ in carrying on the work of said university.
and to determine the compensation for the service of all employees, sub-
ject, however, to the approval of the executive board of the American
Baptist home mission society, so long as the university is supported in
whole or in part by the society.

8 8. All the departments of the university and of its affiliated schools,
so long as they receive any pecuniary help from the American Baptist
home mission society shall be subject to visitation by its superintendent
of education and by other representatives of the society, and the selec-
tion, appointment, and dismissal of teachers in these affiliated institutions
shall be subject to the approval of the executive board of the society.

89. The treasurer of said university, before entering upon the dis-
charge of his duties, shall give Londs, with such security and in such
penalty as the board of trustees may require, to be made payable to saic
board of trustees for the time being, and their successors, and conditioned
upon the faithful performance of his duty under such rules and regula-
tions as may be adopted by said board of trustees.

§ 10. The said corporators or board of trustees, and their successors
in office, are forbidden by this charter to encumber by mortgage any
part of the said university grounds, buildings, library, apparatus, or
furniture, and they are also forbidden to use the principal of any trust
or endowment funds for any purpose whatsoever except that for which
it is designated by the donors.

§ 11. Inasmuch as the welfare of society and not pecuniary gain is
the object for which this charter is granted, the members of this cor-
poration shall not be counted stockholders in the legal sense of the term,
and no dividends or profits shall ever be divided among them, and there
shall be no individual or personal liability for corporate debts, but the
entire property of said university shall be held liable, nor shall means,
income of corporate property of the university of whatever kind be used
for any business speculation or other purpose than that for which this
corporation is created; all property, therefore, held and used solely for
the benevolent purposes set forth in this charter, shall be exempt from all
state, county, or municipal taxation.

§ 12. Whereas each and every provision of this act has been duly con-
sidered at a legally called meeting of the board of trustees of Virginia
union university, and also of the board of trustees of the Richmond
theological seminary; and whereas each board unanimously approved and
adopted each section of the act: now, therefore, the transfer of powers,
immunities, and property made by this act by the corporators, or board
of trustees of Virginia union university to the corporators, or board of
trustees created by this act, being voluntarily and officially acted upon
and adopted by each board, is hereby confirmed and made binding by
this act upon both parties to the transfer.

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