Chap. 501.—An ACT to incorporate the Norfolk safe deposit and
trust company.

Approved February 29, 1892.

1. Be it enacted by the general assembly of Virginia,
That Dotglas H. Gordon, Walter H. Taylor, E. V. White,
A. H. Taylor, E. H: Smith, John Redwood, and Alfred P.
Thom, or such of them as may accept the provisions of
this act, and all other persons who shall hereafter become
stockholders in the company hereby incorporated, shall
be, and they are hereby, constituted a body politic and
corporate by the name and style of the Norfolk safe-de-
posit and trust company, and by that name shall have per-
petual succession and a common seal, which they may
alter or amend at their pleasure, and may sue and be
sued, plead and be impleaded, contract and be contracted
with, purchase, hold, and grant estates, real and personal,
and make ordinances, by-laws and regulations, consistent
with the laws of this state and of the United States, for
the government of all under their authority, for the man-
agement of their estates, and the due and orderly conduct
of their affairs.

2. In addition to the general powers of corporations and
those above mentioned, the corporation hereby created
shall have power—

First. To receive and keep on deposit all such valuables,
gold, silver, or paper money, bullion, precious metals,
jewels, plate, certificates of stock, or evidences of indebted-
ness, deeds or muniments of title, or other valuable papers
of any kind, or any other article or thing whatsoever that
may be left or deposited With them for safe-keeping, and
to charge such commissions or other compensation therefor
as may be agreed upon or may be proper, and generally to
transact and perform any and all business relating to such
deposit and safe-keeping, or preservation of all such
articles or valuables as may be deposited with them as
aforesaid.

Second. To accept the appointment and discharge the
duties of executor, administrator, curator, guardian, com-
mittee, receiver, trustee, or assignee to take and accept by
grant, assignment, transfer, devise, or bequest, and hold
any real or personal estate, or any and all such trusts as
are allowed by the laws of this state in the case of a natu-
ral person, and to execute all such trusts in regard to the
same on such terms as may be declared, established, or
agreod upon in regard thereto; toact as agent for the pur-
pose of issuing, registering, or countersigning the certifi-
cates of stock, bonds, or other evidences of debt of any
corporation, association, municipality, state, or public
authority, on such terms as may be agreed on; to accept
and execute trusts for married women in respect to their
separate estate, whether real or personal, and to act as
agents for them in respect to the management thereof, and
generally to accept and execute trusts of any kind and
every description that may be committed or transferred to
them, with their assent, by any person or persons whom-
soever, or by any copartnership, body corporate or public,
or by any court, whether of this or any other state, or by
any court of the United States.

Third. To invest their capital stock and such other
moneys or funds as may come into their possession, in
the course of their business or dealings on such security,
real or personal or mixed, or in such estates, real or per-
sonal or mixed, as they may deem best, and to take, have,
hold and enjoy all such estates, real, personal and mixed,
as they may deem best; and to take, have, hold and enjoy
such estates, real, personal and mixed, as may be obtained
by the investment of their capital stock and such other
moneys or funds as aforesaid, and the same to sell, grant,
mortgage, encumber, lease and dispose of at pleasure, and
to execute, acknowledge and deliver all deeds and other
instruments concerning the same.

Fourth. To carry on the business of banking in all its
branches, and to exercise al] such incidental powers as
may be necessary thereto, whether by buying, selling,
making, drawing, discounting, or negotiating promissory
notes, drafts, bills of exchange, bonds and other evidences
of debt, by receiving deposits, by buying and selling ex-
change, coin and bullion; by loaning money and taking
security, real or personal, therefor or otherwise.

Fifth. To guarantee the titles to property, real or per-
sonal, the punctual performance of contracts, the pay-
ment and collection of promissory notes, bills of exchange,
bonds and other evidences of debt, deeds of trust, mort-
gages, accounts, claims, rents and annuities.

Sixth. To take, charge and receive for the performance
of any of the services contemplated by this charter such
commission or other compensation as is customary and
proper, or as may be agreed upon.

3. The capital stock of said company shall be not less
that one hundred thousand dollars, nor more than one
million dollars, divided into shares of one hundred dol-
lars each, and the incorporators, or a majority of them,

Google
named in this act, shall have power to open books for sub-
scription at such times and places as they may deem ex-
pedient, and when not less than one hundred thousand
dollars have been subscribed, and when fifty per centum
thereof has been paid in, the stockholders may elect seven
or more directors to serve until the ensuing annual elec-
tion, or until their successors have been duly elected and
qualified, and the directors so elected of said company,
or such officers and agents as they shall appoint for the
purpose when said company shal! have been organized, may
and they are hereby authorized and empowered to have and
to exercise in the name and on behalf of the company, all the
rights and privileges and corporate powers conferred on said
company by this act; and in case the capital stock shall
at first be less than the maximum above provided for, the
stockholders may, by a two-thirds vote, in special meet-
ing to be called for the purpose, increase the capital stock
to an amount not exceeding one million dollars, in which
event each person, who is a stockholder at the time of
such increase, shall be entitled to such proportion of the
new stock, as the old stock held by him bears to the origi-
nal pssue : provided he pays the par value of such new
stock.

4. The directors shall be elected annually by the stock-
holders on the second Tuesday of January, or as soon
thereafter as convenient, and they shall elect from their
number, at the first meeting of the board after their elec-
tion a president, a cashier, and shall also have power to
elect a vice-président and to appoint and employ such
other officers, clerks, and agents and attorneys as the busi-
ness of said company may from time to time require. All
elections shall be by ballot, and at such elections and at
all meetings of stockholders every stockholder shall be
entitled to one vote for every share of stock held by him.
Notice of any general or special meeting of the stock-
holders may be given by advertisement for ten days in two
newspapers published in the city,of Norfolk, and it shall
not be necessary to state in such advertisement the special
business to be transacted at such meeting, except that
mention shall be made in such advertisement that the
question of the increase of the capital stock of said com-
pany is to be considered at such meeting, before such
meeting shall have power to increase the same. The stock-
holders in meeting shall have power to provide for the
manner of holding elections.

5. The board of directors shall have power to declare
such dividends of profits of said company as they may
deem proper: provided that no dividend shall be declared.
when the capital would be thereby impaired.

6. In all cases where application shall be made to any
court of this state for the appointment of any receiver,
trustee, curator, administrator, assignee, special commis-
sioner, guardian of any minor or committee of any luna-
tic, it shall be lawful for such court, if it shall think fit,
to appoint the “ Norfolk safe deposit and trust company,”
with their assent, such receiver, trustee, curator, adminis-
trator, assignee, special commissioner, guardian or com-
mittee; and it shall be lawful for such court to allow the
company to qualify as executor of any will without taking
the oath required by law, and the accounts of said com-
pany, in such fiduciary capacity, shall be regularly set-
tled and adjusted as if they were a natural person; and
upon such settlement or adjustment all proper, legal and
customary charges, costs and expenses shal! be allowed to
said company for their services, care and management in
the premises; and the said company, as such receiver,
trustee, curator, administrator, executor, assignee, special
commissioner, guardian or committee, shall be subject to
all orders or decrees made by the proper tribunal under
the laws of this state: provided nothing contained in this
act shall be construed to authorize the court of any county
of this state, outside of the cities of the state, to appoint
this company a fiduciary, and this company shall not be
accepted as surety for any officer of this state on his offi-
cial bond.

7. When any court shall appoint the said company as
receiver, trustee, curator, administrator, assignee, special
commissioner, guardian or committee, or shall allow their
qualification as executor, or shall order the deposit of
money or other valuables, of any kind, with said com-
pany, the capital stock shall be taken and considered as
the security required by law for the faithful performance
of their duties: provided the said court shall not deem it
necessary to require further security. The corporation
court of the city of Norfolk may, if it deem it necessary,
from time to time examine the officials or employees of
this company, or such of them as it sees fit, on oath or
affirmation, as to the security afforded to those by or for
whom the company’s engagements are held; and the ex-
penses of such investigations shall be defrayed by said
company.

8. Any curator, executor, administrator, guardian, com-
mittee or other trustee or public officer having control of
any bonds, stocks, securities, moneys or other valuables
belonging to others, shall be, and he is hereby, authorized
to deposit the same for safe-keeping with said company.

9. For the better preservation and safe-keeping of such
articles or valuables as may be deposited with them for
safe-keeping, this company shall construct, erect, purchase
or provide such fire and burglar-proof building, vaults,
iron or composition safes, or other means, as may be or
become necessary.
10. All taxes due the state of Virginia by this company
shall be paid in lawful money of the United States, and
not in coupons.

11. The stockholders shall not be personally liable for
any debt or default of said corporation beyond their re-
spective unpaid subscriptions to the stock.

12. The hoard of directors of said company shall have
power to enact and adopt such rules, regulations and by-
laws for the management and government of this corpo-
ration as they may deem advantageous to the interest
thereof: provided the same are not contrary to law.

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