Chap. 86.—An ACT to Amend the Charter of: the Real Estate Bank of
Virginia. :

Approved May 14, 1870.

1. Be it enacted by the general assembly of Virginia, That
he charter ot the Real Estate bank of Virginia be amended
ind re-enacted so as to read as follows:

Ҥ 1. E. W. Moore, L. Berkley, Wm. 8S. Butt, Charles A.
Smith, C. W. Newton, Kader Biggs, Wm. H. Peters, C. W.
drandy, Sr., John B. Neal, C. B. Gwathmey, Geo. T. Wallace,
Washington Reed, Geo. W. Grice, Thos. tiume, A. H. Lind-
say, Wm. J. Baker, Samuel M. Wilson, and Geo. Blow, Jr.,
ogether with such other persons as they may hereafter asso-
siate with themselves, and their successors, are hereby consti-
tated and declared a company and body politic and corporate,
noder the name and style of Real Estate Bank of Virginia.

““§ 2. The capital stock of said company shall not be less
than one hundred thousand dollars nor more than three mil-
lions, and shall be divided into shares of one hundred dollars
each. Five dollars on each share subscribed shall be paid at
the time of subscribing, and the residue of the amount sub-
scribed, at such time and in such proportion as the company
may deem proper; but for all amounts subscribed and not
aid in within ninety days from the date of subscription, bonds

ring interest shall be given, and may be received, payable
at such time and in such proportion as the company may deem
proper, and each bond be secured by real estate situated in
the state of Virginia, of value double in amount the amount
of the bond secured by it. Of said capital stock; the company
may issue an amount not exceeding five hundred thousand
dollars, guaranteed by the company to produce semi-annual
dividends of five per centum, for the payment of which guar-
anteed dividends, provision shall be made out of the profits of
the-company, semi-annually, before any dividend be declared ;
and such guaranteed stock shall participate in all dividends
declared, to the extent of the excess of such dividends over
the dividends guaranteed; but no stock with guaranteed divi-
dends shall be issued save by order of the stockholders in gen-
eral meeting, nor to an amount exceeding fifty per centum of
the aggregate amount of all the stock .subscribed at the date
of the issue.

“4 3. The said company shall be and are hereby authorized
to carry on the general banking business of a bank of discount
and deposit, and may buy, sell, guarantee, and negotiate bonds,
notes, bills of exchange, and other evidences of debt; and may
buy and sell bullion, coin, and bank notes; and may receive
deposits and make discounts, and receive interest in advance
on their discounts; and may borrow money, and secure the
payment of the same by giving their notes, bonds, or obliga-
tions, with or without coupons for interest attached, and pledg.
ing bonds or other securities, or real or personal property pos-
sessed by them, fdr the payment of the same.
“§ 4. In connection with their banking business, the‘com-
pany shall be and they are hereby authorized to receive bonds

earing interest, of any person or persons whomsoever,
secured by real estate of value double in amount the amount
of the bonds secured by it, for such sums as they may deem
proper, principal payable in equal semi-annual instalments, and
all accrued interest semi-annually, and giye in exchange for
said bonds the obligations of the company, with or without
coupons for interest attached, which obligations shall be styled
and so expressed on their face, ‘secured obligation of the Real
Estate Bank of Virginia,’ payable in such amounts, not less
than one hundred dollars each, as they deem proper, but in no
case to exceed in amount the amount of the bond for which
they are given in exchange; for which exchange the company
may charge a commission not exceeding five per centum on
the amount of the bonds received, and the cost of stamps -
and of the assessment of real estate, when made. And the
bonds thus received by the company shall be set apart, held
and pledged to secure the payment of the secured obligations
of the company to the holders thereof; and that the said
bonds are so set apart, held and pledged, shall be expressed in
writing on the face of each of said bonds, and attested by the
signature of the president of the company, before the secured
obligations are issued and delivered in exchange therefor:
provided, however, that the company may, at all times, collect
and receive payments in whole or in part of said bonds, and
appropriate the amount af the payments, on account of the
principal of said bonds, to the purchase of their outstanding
secured obligations, so that the amount of the secured obliga-
tions outstanding, and the amount due on the bonds hypothe-
cated, to secure them, shall, at all times, be kept equal, or as
nearly so as practicable. Secured obligations of the company,
purchased by amounts received in payment of bonds as thus
authorized, so soon as purchased, shall be cancelled and shall
not be re-issued.
_ “95. No secured obligation shall be issued by the company,
save by order of the board of directors, and in exchange for
bonds secured by real estate as above authorized, or on pledge
of bonds given by stockholders on account of their subscrip-
tions. Should the company issue secured obligations on pledge
of bonds given on account of subscription to the capital stock,
which they are hereby authorized to do, said bonds shall be
set apart, held, and pledged to secure the payment of the se-
cured obligations of the company to the holders thereof; and’
that they are so set apart, held, and pledged shall be expressed
in writing on the face of each bond, thus made the basis of
issue, and attested by the signature of the president of the
company before the secured obligations are issued; and the
said bonds so pledged shall thenceforth be held, treated, and
considered, to all intents and purposes, as bonds received in
exchange for secured obligations of the company; but it is
provided, that no secured obligation of the company, issued
on the basis of bonds given on account of subsdription to the
eapital stock of the company, shall be disposed of by the com-
pany at less than its par value; but -nothing in this proviso
8 restrict the company from hypothecating said secured
obligations, as security for the payment of any debt or lia-
bility of the company. .

“46. Outstanding secured obligations of the company may,
at all times, be received for renewal and cancelled, and other
secured obligations issued to the holders in lieu thereot: pro-
vided, the amount of the secured obligation or’obligations is-
sued, do not exceed the amount of those received for renewal
and cancelled; and the registry of each secured obligation,
issued in lieu or renewal of secured obligations thus received
for renewal and cancelled, shall state the numbers, dates, and
amounts of the secured obligation or obligations in lieu or re-
newal of which it is issued. The company shall issue their
secured obligations in lieu of outstanding secured obligations
which have been lost or destroyed, of the same numbers,
dates, and amounts with those lost or destroyed, on satisfac-
tory proof of the loss or destruction, and on receiving such
proper indemnity as they may require; and the secured obli-

tions thus issued shall be registered and issued as duplicates

r secured obligations lost or destroyed, as the case may be.

Ҥ 7. The value of the real estate securing the bonds given
on account of subscription to the capital stock of the com-
pany, and received in exchange for secured obligations of the
eompany, shall be the assegsed value a8 appearing on the as-
sessment books of the cities, towns, and counties where the
real estate is located, save in cases where the assessed value
on the assessment books shall] not be considered as represent-
ing the fair, bona fide value of the real estate—in sueh cases,
the value shall be the valuation under oath by assessors ap-
pointed by the company, which appointment they are hereby
authorized to make; and the report of valuation made by said
assessors shall be filed with the bond secured by the real es-
tate assessed by them in each case. Once in every three years,
the board of directors shall cause an assessment of the value
of each piece of real estate pledged to the company for sub-
scription to the capital stock, to be made by three competent,
discreet, and proper persons appointed by the board, not mem-
bers of the company, nor interested in the real estate to be
assessed; which assessment shall be made under oath, and be
returned in writing to the board under the signatures of the
assessors, and be entered on the journal of the board. If
from such assessment it appear that any of the real estate

ledged to the company for subscriptidn as above mentioned,
is estimated at a value less than double the amount for which
it is pledged to the company.at the date of said assessment,
the board of directors shall forthwith, by notice, require the
owner of such real estate to pay such amount to the company
as will reduce the amount due to the company to one-half the
amount of the said assessment of such real estate; and if such
payment be not made within sixty days from the time when
such notice is given, it shall be the duty of the board of direc-
tors to cause such real estate to be sold and the amount due
the company paid from the proceeds thereof. The board of
directors shall at all times have power to correct any assess-
ment, ascertained by them to be erroneously made. .

Ҥ 8. The custody of all bonds set apart, held, or pledged
as security for the payment of the secured obligations of the
company, a8 also of all secured obligations of the company
which have been purchased or received for renewal and can-
celled, or have matured and been paid by the company, shall:
be with an officer who shall be styled auditor, and who, as
custodian of the bonds pledged to secure the payment of the
secured obligations of the company, shall, ex-officio, be trustee
for the company and for the holders of the secured obliga-
tions; and when a bond in his custody shall be paid in full, he
shall deliver it to the party entitled thereto. In addition to
such other duties as may be required of said auditor, he shall
keep full and accurate lists of all bonds and secured obliga-
tions in his custody, and a full and complete registry of all se-
cured obligations issued by the company, and shall register
each secured obligation of the company, and endorse the fact
and date of the registry thereon, and attest the same by his
signature before it is issued; but such endorsement shall not
be made antil the bond or bonds constituting the basis of
issue of said secured obligation, with the hypothecation of
said bond or bonds written on the face and attested by the
signature of the president of the company, as above required,
shall have been delivergd into his custody. All receipts given
by the company for payments on the principal of bonds in the
custody of the auditor, shall be countersigned by the auditor,
and the date and amount of such payments shall be endorsed
on the bonds respectively, and the endorsements signed by the
auditor. Once in every three months, the auditor shall pub-
lish, in one or more of the newspapers of the city of Nortolk,
a statement, under oath, showing the amount due on the out-
standing secured obligations of the company, and the amount
due on the bonds in his custody hypothecated for their pay-
ment. . sy

‘ “§ 9. Each secured obligation of the company shall be under
the corporate seal of the company, attested by the signature of
the president of the company, and countersigned by the cashier.

‘$10. The company may hold by purchase, or otherwise,
such real estate as is required for the transaction of their busi-
ness, and such as they may find it advisable to purchase to se-
cure the payment of debt due them; and may sell, or other-
wise dispose of and convey the ‘same at their pleasure, and at
the request of the owner, may negotiate the sate of any real
estate on whieh they hold a lien or incumbrance.

“$11. The office of the company shall be located in the
city of Norfolk, in the state of Virginia, and the company
may establish agencies at such other points in the state of Vir-
ginia, and elsewhere, as they may deem it expedient to estab-
lish: provided, that no agency be established save by authority
of the stockholders, given in general meeting.

“$12. The said Real Estate Bank cf Virginia shall have
all the general powers, and be subject to all the general re-
strictions provided by the Code of Virginia, or which may
1ereafter be enacted by the general. assembly of Virginia for
sach bodies politic and corporate.

‘4 13. The stockholders, in general meeting, shall make and
2stablish such by-laws, rules, and regulations, not inconsistent
with the laws of the state of Virginia or of the United States,
28 they may deem proper for the management and control of
their affairs, and government of their officers, agents, clerks,
and other employees, which shall be binding on themselves
and all persons in the employment of the company.

Ҥ 14. A president of the company and eight directors, and
an auditor, shall be elected by the stockholders at the first an-
nual meeting of the company, and at every subsequent annual
meeting, to serve until the next annual meeting, and until
their successors are elected and qualified. vs

‘“§ 15. -The president of the company, who shall preside at
the meetings of the directors and have a vote in their pro-
ceedings, and the eight directors shall constitute the board of
directors, any five of whom shall constitute a quorum for the
transaction of business. °

Ҥ 16. Subject to the by-laws, rules, and regulations of the

stockholders, the board of directors shall have the manage-
ment and control of the affairs and business of the company,
and shall-appoint a cashier, and such other officers, agents, and
clerks as may be authorized by the stockholders, and may be
found necessary for the management of the affairs of the com-
pany.
Ҥ 17. The president, directors, and auditor, and the officers,
agents, and clerks appointed by the board of directors, shall
each, before ‘he enters on the discharge of his duties, make
oath that he will faithfully, and to the best of his ability, dis-
charge the duties of his office or position, and will truly and
faithfully account to the company for evergthing entrusted to
his charge by virtue of his office or position. |

Ҥ18. The auditor, cashier, and other officers, agents, and
clerks of the company, before entering on their respective du-
ties, shall each give bond, with personal security approved by
the board of directors, in such amounts as the by-laws may
prescribe, conditioned for the faithful discharge of the duties
of his office or position, and with such other conditions, if any,
as may be required by the by-laws of the company. —

Ҥ 19. The official bonds of the officers, agents, and clerks
of the company shall be lodged in the custody of the president
of the company. ,

“4 20. The salaries of the president and auditor shall be
fixed by the stockholders in general meeting.

Ҥ 21. No stockholder shall be responsible, beyond his in-
terest in the property and effects of the company, tor any debt
or hiability of the company.

“22. There shall be an annual meeting of the stockholders
in the year one thousand eight hundred and seventy-one, and
In each and every year thereafter, on such day and at such
place as may be prescribed by the by-laws; and until the first.
annual meeting, Samuel M. Wilson shall be president, and C.
W. Newton, E. W. Moore, Kader Biggs, Geo. Blow, Jr., John
Emmerson, Washington Reed, Geo. T. Wallace, and Frede-
rick Wilson shall be directors, and Wm. J. Baker shall be au-
ditor of the company; and any vacancy in the office of presi-
dent, director, or auditor, before the first annual meeting,
shall be filled as may be prescribed by the by-laws.

Ҥ 23, The president and directors may provide for receiv-
ing subscriptions to the capital stock, and the company may
commence business so soon as the minimum capital shall have
been subscribed, as provided for by the second section of this
charter. : ,

Ҥ 24, So soon as the minimum capital shall have been sub-
scribed, the president shall call a general meeting of the sub-
acribers, giving ten days’ notice of the time and place of megt-
ing, by advertisement in one or more of the newspapers pub-
lished in the city of Norfolk.”

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