CHAP. 54.—An ACT to incorporate the Radford trust company.

Approved January 15, 1890.

1. Be it enacted by the general assembly of Virginia,
That Robert C. Dravton, Archer A. Phlegar, William Gal-
way, Richard 8. Brock, James L. Radford, William Ingles,
J.H.Chumley, W. W. Justice, Henry Whelen, junior, Harry
F. West, Samuel Dickson, John H. Dingee, Joseph C. Doran,
Logan M. Bullitt, or such of them as may accept the pro-
visions of this act, their associates anu successors, be, and
they are hereby, incorporated and made a body politic and
corporate under the name and style of the Radford trust
company, and by that name shall be known in law, and
shall have perpetual succession, and have power to sue and
be sued, plead and be impleaded, defend and be defended
in all courts, whether in law or in equity, and may make
and have a common seal and alter and renew the same at
pleasure, and shall have, enjoy and exercise all the rights,
powers and privileges pertaining to corporate bodies and
necessary for the purpose of this act, and may make by-

- laws, rules and regulations, consistent with the existing

laws of the state, for the government of all under its
authority, the management of its estates and properties,
and the due and orderly conduct of its affairs.

2. The capital stock of the said company shall not be
less than fifty thousand dollars, and may be increased to
any amount not exceeding one million dollars by issue and
sale of shares, the par value of which shall not be less
than fifty dollars, from time to time, under such regula-
tions as the board of directors of said company shall from
time to time prescribe; and the directors may receive real
or personal property suited to the business of the company

_1n payment for subscriptions to the capital stock at such

valuation as may be agreed upon between the directors and
the subscribers.

3. The said company is authorized sail empowered to
make advances or loans of money on real or personal
estate, or any other kind of property or security; to deal
in and guarantee the obligations, mortgages and securities,
negotiable or otherwise, of corporations and individuals;

to receive and hold on deposit, in trust as security for

safe keeping or on storage, money, securities and property,
real and personal, of every description; to manage real
estate, execute trusts of every description not inconsistent
with the laws of Virginia or of the United States, and
generally to conduct the business of a loan, investment,
safe deposits, trust and warehousing company, with the
power to said company to purchase, hold, use, sell, mort-
gage and dispose of property of any kind suited to the
business of the said company, and to borrow money, issue
and sell its bonds or obligations, negotiate paper and
secure the same by pledge or mortgage or deed of trust of
all or any part of its property.

4. The persons first named in this act, or such of them
as shall accept the provisions hereof, shall constitute the
first board of directors of the said company, and shall con-
tinue in office until the first meeting of the stockholders
thereof. At such first meeting, and at every annual meet-
ing, 80 many directors shall be elected as may he prescribed
by the by-laws and regulations of said company, who may
be removed by the stockholders in general meeting; but,
unless so removed, shall continue in office until their suc-
cessors shall be elected and qualified. Each stockholder
in the company shall, at all meetings or elections there-
after, be entitled to one vote for each share of stock regis-
tered in his name.

5. The board of directors shall be stockholders of said
company. They shall appoint one of their number presi-
dent, and may fill any vacancy that may occur in said
board unless by removal; in which case, the same shall be
filled by the stockholders in genera] meeting. Whenever
the minimum amount of capital stock herein named shall
have been subscribed, and the board of directors shall have
elected a president, said company shall be considered
legally organized, and may proceed to the transaction of
business. The board shall appoint, to hold during its
pleasure, the subordinate officers and agents of the said
company, prescribe their compensations, and take from
them such bonds with security as they may deem fit.

6. The board of directors may establish offices and
agencies at such places as they may deem proper, but the
principal office of the company shall be located at Radford,
Montgomery county, within the limits of the state of
Virginia.

7. The annual meeting of the stockholders of the said
company shall be held at Radford, in Montgomery county,
Virginia, on the first Wednesday of May of each year, or
as soon thereafter as practicable, and on such other day
and at such other place as the stockholders may, by reso-
lution adopted in any annual meeting, to take effect at the
next annual meeting, prescribe. A general meeting of the
stockholders of said company may be held at any time, as
provided for by the eleven hundred and fourteenth section
of chapter fifty-seven of the code of Virginia, edition of
eighteen hundred and eighty-seven.

8. The said company shall issue certificates of stock in
said company to the subscribers thereof in shares of not
less than fifty dollars each, signed by the president and
countersigned by the secretary of said company. The
said certificates shall be transferrable only upon the books
of the company by the said subscribers, their personal
representatives or duly authorized agent or attorney ; and
the said certificates, when so transferred as aforesaid, may
be returned to the said eompany and cancelled, and new
certificates of stock shall be issued in lieu thereof to the
persons entitled thereto for a like number of shares.

9. It shall be lawful for said company to issue and sell its
bonds, from time to time, for such sums and on such terms
as its board of directors may deem expedient and proper
in the prosecution of its business; and it may secure the
payment of said bonds by mortgage or deed of trust upon
al] or any portion of its property and franchises, including
its franchise to be a corporation; and it shall be lawful
for said company to subscribe for and hold the shares of
stock and bonds of any corporation, and for any corpora-
tion to guarantee or hold the shares of stock or bonds of
the said company.

10. No stockholder in said company shall be held liable
or made responsible for its debts and liabilities in a larger
or further sum than the amount of any unpaid balance due
to the said company for stock subscribed for by said stock-
holder.

11. All taxes and debts due and to become due the state
of Virginia by the company shall be paid in lawful money
of the United States and not in coupons.

12. This act shall be in force ffom its passage, but the
general assembly of the state of Virginia reserves the
right to modify, alter, or repeal this act at any time here-
after.