Chap. 316.—An ACT to provide a new charter for the Roanoke
trast, loan, and safe deposit company of Roanoke city, Virginia.

Approved February 19, 1892.

Whereas the Roanoke trust, loan, and safe deposit com-
pany was duly incorporated by order of the circuit court
of Roanoke county, entered and recorded as provided by
law on the thirteenth day of October, in the year eighteen
hundred and eighty-three, and an amendment thereto
granted by the judge of the said court on the eighth day
of January, in the year eighteen hundred and eighty-four;
and whereas said company has greatly extended the field
of its operations and found that its present charter is not
sufficient for its present wants; and whereas said com-
pany desires to improve and have its powers enlarged;
therefore,

1. Be it enacted by the general assembly of Virginia,
That the Roanoke trust, loan, and safe deposit company
be, and is hereby, incorporated and made a body corpo-
rate and politic under the general laws of this state, and
by the name of the Roanoke trust, loan, and safe deposit
company, and that all of its acts heretofore done within
the scope of its charter are hereby confirmed and vali-
dated. The said company shall have perpetual succession,
and have the power to sue and be sued, plead and be im-
pleaded, defend and be defended in all courts, whether in
law or in equity, and make and have a common seal, and
alter or renew the same at its pleasure; and shall have,
enjoy all the rights, powers, and privileges appertain-
ing to corporate bodies and necessary for the purposes of
this act.

2. The capital stock of said company shall not be less
than two hundred and fifty thousand dollars ($250,000)
nor more than five hundred thousand dollars ($500,000),
to be divided into shares of one hundred dollars ($100)
each. .

3. The principal office of said company shall be in the
city of Roanoke, state of Virginia.

4, The officers of said company until their next annual
meeting of the stockholders thereof shall be as at present,
to-wit: P. L. Terry, president; S. W. Jamison, secretary
and treasurer; Henry S. Trout, vice-president (who to-
gether with Edward Nininger and Joel A. Jamison shall
be the directors, a majority of whom shall constitute a quo-
rum), and such other officers and agents as the directors of
said company may appoint. Said officers to give bonds in
such penalty as shall be fixed by the stockholders in general
or special meeting for the faithful performance of their
duties. The said officers with the present stockholders of
said company shall constitute and compose this corpora-
tion, and shall own the stock in the proportion according
to their present holdings. .«

5. The said board of directors shall have the privilege
of paying such salary or salaries to the president, vice-
president and other officers as to them may seem fit and
proper, and the stockholders of said company may, if they
deem it wise and proper, pay to the directors of said com-
pany an adequate compensation for their services.

6. The board of directors may, in the option of the
stockholders, be increased to any number not exceeding

ne.

7. The said corporation shall have the general powers
and privileges of corporations as the same are declared by
the laws of the state of Virginia, and in addition thereto
shall have power—

First. To receive moneys in trust and manage the same
in accordance with the terms of the trust.

Second. To accept and execute all such trusts, and per-
form such duties of every description not inconsistent
with the laws of this state as may be committed to it by
any person or persons whatsoever, or by any corporation
or of any courts of record.

Third. To take and accept by grant, assignment, trans-
fer, devise, or bequest, and hold any real or personal es-
tate or trusts created in accordance with the laws of this
state or any other state, or of the United States, and exe-
cute such legal trusts in regard to same on such terms as
may -be declared, established, or agreed upon in regard
thereto.

Fourth. The said company is authorized to act as agent
for the purpose of transferring, issuing, registering, or
countersigning or guaranteeing the certificates of stock,
bonds, or other evidences of debt of any corporation, as-
sociation, municipality, state, or public authority, and of
receiving and managing any sinking fund thereof, on
such terms as may be agreed upon.

Fifth. To accept from and execute trusts for married
women in respect to their separate property, whether real
or personal; to act as agent for them in the management
of such property, and generally to have and exercise such
powers as are usually had and exercised by trust compa-
nies.

Sixth. To become security in any case whereby surety
may be required for the faithful performance of any trust
or Office in the discretion of the court: provided that said
company shall not be accepted or authorized to become
surety on the bond of any public officer.

Seventh. To take, receive, and hold any such parcels of
land as may have been a subject of any guaranty or war-
ranty made by the Roanoke trust, loan and safe deposit
company, under the powers conferred by its former char-
ter or this charter, and the same to sell, convey, or dispose
of as it may deem proper.

Eighth. Said company shall have power and authority
to issue, sell, or negotiate from time to time, its bonds,
notes, or other evidences of debt, in such form and for
such amounts, and payable at such times and places, with
or without interest, as the board of directors may deter-
mine, and prior or subsequent to the issue, sale or nego-
tiation of the same, may secure the payment thereof by a
pledge or conveyance of any of ity choses in action, or
other personal property, or the real estate of said com-
pany, a8 the board of directors may deem advisable; and
in the instrument providing for any such pledge or con-
veyance, provision may be made for the subsequent sub-
stitution of other property, in whole or in part, as secur-
ity for the payment of said bonds or notes; and if such
substitution is made, the lien on said substituted property
shall be of like force and effect as if said substituted prop-
erty shall have been included in said original conveyance,

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deed, or mortgage. Said bonds, notes, or other evidences of
debt, may be issued in one or more series, and when any
of the property of the company shall have been pledged
or conveyed to secure the payment of any of said bonds,
notes, or other evidences of debt issued or to be issued
hereunder, the amount due, or to become due thereunder,
shall be a charge upon the property so pledged or con-
veyed prior to all other debts due by said company not
previously expressly charged thereon, and shall be paid
from the proceeds of any sale thereof in preference to
all such debts.

Ninth. To guarantee owners of real estate, mortgagees,
and others interested in real estate against loss by reason
of defect of titles, liens and incumbrances, and to guar-
antee the fidelity of persons holding or to hold places of
trust and responsibility.

Tenth. To act as agents for insurance companies for
fire, life, and accident, which are or may be authorized to
do insurance business in the state of Virginia.

Eleventh. To act as agents in renting and leasing
houses, farms and mineral rights, and to collect rents
therefor; to sell real and personal property on such terms
as may be agreed upon, and to collect the proceeds of
such sales; or to negotiate for the sale, lease, or purchase
of such property.

Twelfth. To receive and hold on deposit and in trust as
security, estate real, personal, or mixed, including notes,
bonds, or obligations of states, corporations, partnerships,
and individuals, and the same to purchase, collect, adjust,
and settle, sell and dispose of, on such terms as may be
agreed upon between this company and the party or par-
ties therewith contracted, or otherwise according to law.

Thirteenth. To receive upon deposit and for safe keep-
ing jewelry, plate, stocks, bonds, papers, and other valua-
ble personal property of every description upon such terms
as may be agreed upon between the contracting parties.

Fourteenth. To buy and sell for profit, or on commis-
sion, or for other compensation, on their own account or
for others, coin, foreign and domestic exchange, stock, cer-
tificates of debts, shares in chartered companies, bank
notes, notes used as currency, or other evidence of debt or
credit, either privately or at public auction, and to loan
or negotiate loans on real estate, securities, and to guar-
antee the repayment of the principal or interest thereof,
or both, and to receive such compensation therefor as may
be agreed upon. Such company shall also have power
and authority to subscribe to the capital stock of other
joint-stock companies, to hold and vote the same.

Fifteenth. To grant annuities, to [receive endowments,
and to contract for reversionary payments.

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Sixteenth. To receive money on deposit for any person,
firm, or corporation, and hold the same subject to check
or not; to issue certificates therefor, with or without in-
terest, as the board of directors may determine; to dis-
count or guarantee the payment of promissory notes, bills
of exchange, or other evidences of debt, and to conduct
and carry on a general banking business.

'8. The said company may buy and sell and hold real
estate, and build thereon, and otherwise improve the same,
but may not at any time hold more than ten thousand
(10,000) acres: provided, however, that they may buy real
estate in excess of ten thousand acres to protect debts
which may be owed to them or which they may have guar-
anteed. |

9. All moneys that have been heretofore or may hereaf-
ter be passed to the surplus account shall not be impaired
or lessened by the payment or for the payment of divi-
dends.

10. All the assets of every kind and description what-
ever that may be owned by this company shall be prima-
rily subject to the payment of the debts due by the
company other than those that may be due to stockholders
of the said company.

11. Whenever any court shall appoint this company a
receiver, assignee, guardian, executor, or administrator, or
other trustee, or shall order the deposit of any moneys with
said company, such court, if it deems: it necessary, may
from time to time appoint a suitable person or persons to
investigate the affairs and management of this company,
who shall report to such court the manner in which its
investments are made and the security afforded to those
by or for whom its engagements are held, and the expense
of such investigation shall be defrayed by this company,
or the court may, if deemed necessary, examine the officers
of the company under oath or affirmation as to the security
aforesaid. |

12. At any time hereafter, if said company desires to
increase the security for those for whom it acts as trus-
tee, it may assign and transfer solvent mortgage bonds or
other evidences of debt to the amount of one-tenth of
its capital stock to any one or more trust companies in the
city of Roanoke, or to three persons to be approved by the
judge of the hustings court for the city of Roanoke, in
term time or in vacation, which stocks or mortgages or
evidences of debt shall be held by said trust company or
trust companies, or said persons, as security for the cestu-
ique trustees of said corporation, and subject to sale and
disposal upon the order of the hustings or circuit court,
if at any time it may be necessary. Upon the assignment
of the said mortgages and evidences of debt, the said trust
company or trust companies, or persons, shall issue to this
company a certificate of such fact, and this company shal!
draw all interest upon said mortgages or evidences of debt,
and said mortgages or other evidences of debt shal] at all
times, until said company shall be discharged from such
trusts, remain in the hands of said trust company or trust
companies, or persons: provided, however, that with the
consent of the judge of the circuit court or of the hustings
court for the city of Roanoke, granted in term time or va-
cation, mortgages or evidences of debt of equal value may
be substituted for those in the hands of said trust com-
pany or trust companies, or said persons.

13. The said company may make such reasonable regu-
lations and by-laws as may be necessary for the carrying
out of the powers herein granted, and which may not be
inconsistent with the laws of this commonwealth.

14. A stockholders’ meeting shall be held annually on
the first Tuesday after the second Monday in January for
the election of officers and for general purposes, and as
much oftener us the officers of the company may require;
and at said meetings each stockholder shall be entitled to
one vote for each share held.

15. In consideration of the granting of this charter, the
said company shall pay all taxes, dues, and other demands
whatsoever due by it to the state of Virginia in lawful
money of the United States and not in coupons.

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