Chap. 538.—An ACT to incorporate the International Guarantee and Trust Com-
pany.

Approved April 2, 1902.

1. Be it enacted by the general assembly of Virginia, That James
K. M. Norton, Gardner L. Boothe, Thomas G. Miller, Robert F. Knox,
and Walter U. Varney, and such other persons as they may associate with
them, and their successors, be, and they are hereby, made a body politic
and corporate by the name of the International Guarantee and Trust
Company, and by that name shall have perpetual succession and a com-
mon seal, and shall be entitled to all the rights conferred by the laws of
Virginia, so far as the same are applicable and not inconsistent with
this act.

2. The capital stock of said company shall be fifty thousand dollars, to
be divided into shares of one hundred dollars each, and when that amount
of stock has been subscribed, the stockholders may clect a president and
vice-president, and not. less than five directors, in addition to the presi-
dent or vice-president, who shall be ex-officio a director of such company
when presiding, which officers shall serve for one year, and thereafter
until their successors are elected, and the directors so elected shall have
power to prescribe the rules and regulations for the government of affairs
of said company not inconsistent with this act, and they may, from time
to time, repeal, alter, or amend the same. Such rules and regulations
shall be printed, and, together with this charter, shall be accessible at
its place of business to all persons doing business with the company. The
said board may appoint from its members an executive committee, or
such other committees as it may see fit, and may delegate to said com-
mittees such duties and powers as may be deemed expedient. The said
board may also appoint a secretary and treasurer, and all such other
officers and agents as it may think fit, and may prescribe their duties and
powers. All such officers and agents shall be subject to the control of
the said board, and hold their offices during its pleasure. The capital
stock may be increased, from time to time, to an amount not exceeding
in the maximum one million dollars upon application to the circuit court
of the city of Alexandria, and upon payment to the auditor of public
accounts of the tax upon such increase as is required to be paid upon
legislative charters, the said court may authorize such increase; and
such increase of stock may he common or preferred, and may be sold: at
such price, upon such terms, and for such thing of value as the board of
directors or stockholders may determine.

3. The principal office of said company shall be in the city of Alexan-
dria, Virginia, but it may have a general office for business and branch
offices at such place or places as it may desire.

4. The said company shall have power to receive money in trust, and
accumulate the same at such legal rate of interest as may be obtained or
agreed upon, or to allow interest, not exceeding the legal rate; to accept
and execute trusts of every description (as fully as natural persons
could), which may be committed to said company by any person or per-
sons whatsoever, or by any corporation, or by order or decree or authority
of any court of record, upon such terms as may be agreed upon, provided,
or declared in regard thereto; to act as agent for the purpose of issuing,
registering, or countersigning certificates of stocks, bonds, or other evi-
dences of debt of any State, corporation, association, municipality, or
public authority on such terms as may be agreed upon; to purchase, hold,
sell, lease, and rent real estate, and collect rents from the same, and to
buy and sell the same on commission; to accept from and execute trusts
for married women in respect of their separate property or estate, whether
real, personal, or mixed, and to act as agent for them in the management,
sale, and disposition of their properties; to guarantee the payment of
notes, bonds, bills of exchange, and other evidences of debt, and to re-
ceive a commission therefor; to rediscount paper; to receive money on de-
posit, for investment or otherwise, and to pay out the same on check or
order, or grant certificates therefor; to borrow money, and to execute
bonds or notes for the same, and secure the payment thereof by lien, col-
lateral, or otherwise ; to buy, sell, draw, or negotiate notes, bonds, bills of
exchange, and other evidences of debt, and in any case it shall be lawful
for the borrower to accept bonds, notes, bills of exchange, or other evi-
dences of debt of said company in lieu of money on said loans, and in
every such case the security, mortgage, trust, or hypothecation given for
the loan, and the bonds, notes, bills of exchange, and evidences of debt of
the company issued or taken in licu of money, shall be valid and of full
force, notwithstanding any difference there may be between the rate of
interest secured or payable on said bonds, notes, bills of exchange, and
evidences of debt of the company, and the rate of interest secured or
payable on such security, mortgage, trust, or hypothecation, or any dif-
ference in the market value thereof; to invest money received on deposit
or belonging to said corporation in, or lend the same on, stocks, bonds,
notes, billyg-or any other security, real or personal, or use the same in
purchasing or discounting bonds, bills, notes, or other securities for the
payment of money, and to receive interest therefor in advance; to bor-
row money and create loans for the purpose of making advances upon
buildings and lands, and improving property under a building and loan
plan; to buy and sell bullion, coin, bank notes, stocks, and bonds, and the
capital stock of other corporations, or subseribe for and hold the same; and
any other corporation may buy the stocks and bonds and the capital stock
of this company, and subscribe for and hold the same; to make and cer-
tify abstracts of title to real estate, and give opinions as to the same; to
guarantee rents and interest and titles to real or personal property; to
write deeds, wills, and eontracts; to act as agent, trustee, attorney in fact,
assignee, receiver, guardian, executor, administrator, curator, or com-
mittee.

The said company may purchase, lease, crect, or contract for build-
ings, wharves, and premises for the purpose of receiving or depositing on
storage all kinds of merchandise or personal property for safe-keeping,
sale, or shipment; may rent safety deposit boxes; may collect and receive
compensation for storage, selling, or shipment; may make advances in
money, negotiable notes, acceptances, bonds, endorsements, or other evi-
dences of indebtedness, and may guarantee payment of notes, acceptances,
bonds, or other like obligations of persons or corporations storing or de-
positing such property with it, and all such advances or guarantees so
made by said company on property received on storage or deposit, and
compensation for all charges and expenses thereon, shall be preferred lien
on said property, which shall be satisfied and paid before said company
shall be called on for the delivery of said property. The said company
shall, when required by the owner of any property, give a receipt there-
for, stating the date of rece ption, kind of property, condition of the same,
antl the valuation thereof. The receipt or certificate of the company
shall be binding on the said company to deliver the said property to the
person in whose favor the receipt is given, or his assignee, on payment
of all dues to the company for which the same is liable, which receipt or
certificate shall be negotiable. All advances, endorsements, guarantees,
charges, storage, labor, and expenses shall be endorsed or stated on the
receipt or certificate. It shall be lawful for the said company to sell at
public auction or private sale all property mentioned or specified in any
contract or agreement between the company and other parties after the
maturity of an obligation under said contract or agreement, or imme-
diately upon the discovery of any fraud, misrepresentation, or conceal-
ment in regard to the ownership or otherwise; after five days’ advertise-
ment, if at public sale, of the time and place ct sale in some newspaper
in the city or county where the property may be, and to reimburse itself
out of the proceeds of such sale for any money due it, with interest,
storage, costs, and charges, and to indemnify itself for any loss it may
have sustained or become liable for by the non-fulfillment of such con-
tract, or by reason of such misrepresentation, fraud, or concealment.

6. That in all cases where an application may be made to any court
having jurisdiction to appoint a curator, guardian of an infgnt, commit-
tee of an idiot or insane person, administrator, trustee, or dcciver such
court shall have power to appoint said company as such curator, guardian.
committee, administrator, trustee, or receiver, and it shall be lawful for
any person, by deed or will or other writing, to appoint said company as
trustee, executor, guardian, assignee, or receiver, and as such executor,
guardian of an infant, committee of an idiot cr insane person, adminis-
trator, trustee, assignee, or recciver said company may lawfully act, and
as such shall have all the rights and powers, and be subject to all the ob-
ligations and liabilities of natural persons acting in like capacities.
Whenever an oath is required upon qualification in any office or position
of trust mentioned in this act, or whenever it is necessary for said com-
pany to give a bond, such oath may be made or such bond may be given
by an officer or authorized agent of said company.

7. Whenever the said company shall be appointed to any place of trust
or office enumerated above, it shall not be necessary that any oath be
taken, and its property and effects shall be taken and considered as se-
curity required by law for the faithful performance of its duties, and shall
be absolutely liable therefor, and no other security shall be required from
it on the execution of the bond required when one is required of any natu-

ral person acting in such capacity : provided, however, any court making
the appointment may require additional security if it deems the same
necessary. And in case of a dissolution of said company by an order or
decree of any court or otherwise, the debts, dues, obligations, or money
due from said company in its fiduciary capacity as aforesaid shall have
preference.

8. That it shall be lawful for any individual, executor, administrator.
guardian, committee, receiver, assignee, trustee, public officer, or other

ersons having custody of any bonds, stocks, securities, monevs, or other
valuables to deposit the same for safe-keeping with said company.

y. That every court wherein said company shall be appointed, or shall
be allowed to qualify as guardian, committee, executor, administrator,
trustee, or receiver, in which it is made the depository of moneys or other
valuables, shall have power to make all orders and compel obedience
thereto, and require said company to render all accounts which such
court might require if such company was a natural person.

10. That the said company shall be, and is hereby, authorized and em-
powered to insure the fidelity of persons holding offices or places of trust
or responsibility, or fiduciary relations in this State, or any other State
or territory, and the District of Columbia, or with any corporation, com-
pany, person, or persons whatsoever ; to endorse for and to enter security
or become the security for the faithful performance of any trust, duty,
contract, or agreement; to go upon any bond for appeal, or to go upon
any injunction attachment or other bond reauired by law of any person
or corporation: provided, on examination of the officers and affairs of
the said company, or otherwise, the court shall be satisfied of the suffi-
ciency of said company.

11. That said company shall have authority to guarantee, endorse, and
secure the payments and punctual performance and collection of notes,
debts, bills of exchange, contracts, bonds, accounts, claims, rents, annui-
ties, death benefits, mortgages, choses in action, evidences of debt, cer-
tificates of property of value, checks, and the title to property, indebted-
ness of companies, partnerships, cities, counties, municipalities on such
terms or commissions as may be agreed upon.

12. That the said company is authorized to make, execute, and issue,
in the transaction of its business, all papers, receipts, certificates, vouch-
ers, and contracts, which shall bear the sfamp of the seal of the company,
and shall be signed by the president and seeretary, or some other officer,
agent, or employee designated for the purpose.

13. eFor the purpose of organizing said company, the persons first
named in this act shall constitute its first board of directors, and shall
serve until its first mecting of stockholders, and three or more may act,
and may receive subscriptions to the capital stock at any time and place,
and when the sum of fifty thousand dollars is subscribed, they shall con
vene the stockholders and organize said company. At said meeting one
of their number shall preside, and they shall certify said organization on
the books of the company, and their certificate or a copy thereof, duly
authenticated by a notary public, shall be received in any court as evi-
dence of the legal organization of said company. Installments on origi-
nal subscriptions of stock shall be paid at such time and places and in
such manner and amounts as the directors may prescribe. After the sub-
scription to fifty thousand dollars of the stock of said company, the direc-
tors, or as many of them as the company may determine, may open the
books for subscription of stock, from time to time, and at such places as
they may deem expedient, such stock to be paid for at such time and at
such places and in such manner or amounts as the board of directors may
prescribe. Upon all increase of stock beyond fifty thousand dollars,
however, the taxes are to be paid to the auditor of public accounts as is
required to be paid upon lesislative charters.
14. No stockholder shall be liable for any debt or claim against the
company beyond his unpaid subscription to stock.

15. That said company shall pay all of its taxcs and assessments, duc
or to become due, in lawful money of the United States, and not in
coupons.

_ 16. This charter shall be subject to alteration, amendment, or repeal
at the pleasure of the general assembly.

1%. This act shall be in force from its passage.