Chap. 172.—An ACT to amend and re-enact an act to incorporate the Merchants’
and mechanics’ savings bank of the city of Norfolk, and for other purposes,
passed on the 17th day of March, 1891,

Approved January 31, 1898.

1. Be it enacted by the general assembly of Virginia, That the act en-
titled an act to ineorporate the Merchants and mechanics savings bank
of the city of Norfolk, and for other purposes, passed on the seven-
teenth day of March, eighteen hundred and fifty one, be amended and
re-enacted so as to read as follows:

S$ 1. Be it enacted by the general assembly of Virginia, That William
Hl. Wales, junior, John E. Wales, William S. Spratley, A. S. Cooper,
J. E. Barnes, George H. Dawes, W. J. Simmons and W. C. Cobb, "to.
gether with s such other pe ersons as may hereafter be associated with them,
shall be, and they are hereby, constituted and made a body politic and
corporate by the name and style of the Merchants and mechanics
savings bank of the city of Norfolk, 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 may make ordinances, by-laws and regulations con-
sistent with the laws of this state and of the United States, for the gov-
ernment of all under their authority, for the management of their
estates and properties, and the due and orderly conduct of their affairs.

The said bank shall have the right, upon a vote of a majority of the
incorporators, at any time to increase their capital stock, so that the
same shall not exceed the sum of one hundred thousand dollars, and in
doing this they are hereby authorized to declare from their surplus a
stock dividend not exceeding seventy-five per centum of such surplus,
which shall be divided among the stockholders pro rata.

The said stock shall be divided, like the existing stock, into shares of
one hundred dollars each, and the said bank shall have power to open
books of subscription at such time and place as they may deem ex-
pedient, and when subscriptions to that amount have been made, and
fifty per centum thereof actually paid in, the stockholders may proceed
to 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, or such officers or agents as they shall appoint
for the purpose, may, and they are hereby, authorized and empowered
to have and to exercise, in the name and on the behalf of the corpora-
tion, all the rights, privileges and corporate powers conferred on said
corporation by this act.

§ 2. In addition to the general powers of corporations and those above
mentioned, the said bank 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 indebtedness, deeds or muniments of title, or other val-
uable 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 busi-
ness 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 execu-
tor, administrator, curator, guardian, committee, receiver, trustee or
assignee; to take and accept by grant, assignment, transfer, devise or
bequest, and hold anv real or personal estate and any and all such
trusts as are allowed by the laws of this state in the case of a natural
person, and to execute all such trusts in regard to the same on such terms
as may be declared, established or agreed upon in regard thereto; to act
as agent for the purpuse of issuing, registering or countersigning the
certificates of stock, bonds or other evidences of debt of any corpora-
tion, 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 thei, 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 whomsoever, or by any co-partnership, 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 mav come into their possession in the course of their business or
dealings in such security, real or personal, or mixed, or in such estates,
real or personal, ormixed, 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 deliv er all deeds
and other instruments concerning the same,

Fourth. To carry on the business of banking in all its branches, and
to exercise all 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 exchange, coin and
bullion, by loaning money, taking security, real or personal, therefor or
otherwise.

Fifth. To receive deposits from minors and to open accounts with them
in their own name, and when any deposit shall be made in the name of
anv minor the said corporation may deal with such minor in reference
thereto as though he or she were sui juris, and payments made to such
minors on his or her receipt or acquittance, or his or her check drawn
against such deposit, shall bea valid and sutlicient release and discharge
to such corporation for such deposit and any interest thereon on any
part thereof: provided, that nothing contained therein shall be con-
strued as authorizing any guardian to deposit with such corporation in
the name of such minor any money or funds entrusted to such guardian
in his fidueiary capacity.

Sixth. To borrow money and to issue therefor its certificate of debt
or obligation, and to secure the same as may be agreed upon, by depos-
iting in the hands of the lender notes, bonds, stocks or other secur-
ities as collateral, or in such other manner as it may decm best.

Seventh. 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,
or as may be allowed by any court having jurisdiction over the subject.

§ 3. The directors shall be elected annu: lly by the stockholders on
the second Monday of January, or as soon thereafter as convenient, and
they shall elect from their number, at the first meeting of the board
after their election, a president, a cashier, and shall also have the power
to elect a vice-president and to appoint and employ such other officers,
clerks, and agents and attornevs as the business of said corporation
mav from time to time require. All elections shall be by ballot, and at
such elections and at all meetings of the stockholders every stockholder
shall be entitled to one vote for every share of stock held by him.
Notice of any general or special mecting of the stockholders may be
given by advertisement for ten days in a newspaper published in the
city of Norfolk, and it shall not be neccssary to state in such advertise-
ment 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 corporation is to be considered at
such meeting before such meeting shall have power to increase the same.
The stockholders in meeting shall have power to provide for the manner
of holding elections.

§ 4. The board of directors shall have power to declare such divi-
dends or profits of said corporation as they may deem proper: provided,
that no dividend shall be declared when the capital would be thereby
impaired.

§ 5. In all cases when application shall be made to any court of this
state for the appointment of any receiver, trustee, curator, administra-
tor, assignee, special commissioner, guardian of any minor, or comnut-
tee of any lunatic or insane person, it shall be lawful for such court, if
it shall think fit, to appoint the Merchants and mechanies savings bank
of the city of Norfolk, with their assent, such receiver, trustee, curator,
adininistrator, assignee, special commissioner, euardian or committer.
and the accounts of such corporation, in such fiduciary capacity, shail
be regularly settled and adjusted as if they were a natural person,
and upon such settlement or adjustment all proper, legal and custom-
ary charges, costs and expenses shall be allowed to said corporation for
their services, care and management in the premises, and the said cor-
poration as such receiver, trustee, curator, administrator, executor,
assignee, special commissioner, euardian or committee shall be subject
to all orders or decrees made by the proper tribunal, under the laws of
this state: provided, that any oath required by law to be taken in order
for qualification to any of the offices or trusts above mentioned may be
taken by any officer of said company, and the oath prescribed by law
may be so modified as to apply to corporations instead of to individuals.

$6. When any court shall appoint the said corporation as receiver,
trustee, curator, administrator, assignee, special commissioner, cuardian
or committee, or shall allow their qualification as executor, or shall
order the deposit of money or other valuables of any kind with said
company, 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 neces-
sary at time of any qualification, and from time to time examire the
officials or employees of this corporation, or such of them as it sees fit,
on oath or affirmation, as to the security afforded to those by or for
whom the corporation’s engagements are held; and the expense of such
investigation shall be defrayed by said corporation.

$7. Any curator, executor, administrator, guardian, committee or
other fiduciary 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, or on
credit deposit with said corporation.

8. The stockholders, by a majority vote, shall have power to enact
and adopt such rules, regulations and by- -laws for the management and
government of this corporation as they may deem advantageous to the
interests thereof: provided, the same are not contrary to law.
2. This act shall bein force from its passage.