CHAP. 272.—An ACT to amend and re-enact the charter of the Norfolk retreat for
the sick, which was granted by the corporation court of the city of Norfolk on
the 25th day of May, 1888, by changing the name of the said corporation and
in other respects, and to re-enact the said charter as amended.

Approved February 9, 1898.

Whereas the corporation court of the city of Norfolk, on the twenty-
fifth day of May, eighteen hundred and eighty-cight, did grant to John
L. Roper and others a charter in the following words and figures—
to wit:

Virginia—to wit:

To all to whom these presents may come, greeting:

Whereas John L. Roper, George C. Reid, Charles M. Ferguson, Jacob
Hecht, Frederick §. Taylor, Nathaniel Burruss, 8. Q. Collins, John N.
Williams, Dennis Etheridge, F. L. Slade, Allen A. McCullough, J.
Adelsdorf, C. A. Nash, E. T. Powell and William W. Old, desiring to
form a joint stock company for the purpose hereinafter set forth, have,
according to law, made, signed and acknowledged before B. A. Marsden,
a notary public for the corporation of the city of Norfolk, in the state
of Virginia, a certificate in writing hereto annexed, setting forth the
name of the said company, the purpose for which it is formed, the cap-
ital stock thereof, which is nominal, the amount of real estate proposed
to be held by it, the place at which its principal office is to be kept, the
chief business to be transacted and the names and residences of the
officers who for the first year are to manage the affairs of the said com-
pany, and have presented the said certificate to the corporation court of
the city of Norfolk; and

Whereas it seems to the court proper to grant the said persons a char-
ter of incorporation upon the terms set forth in the said certificate:

Now, therefore, know ye, that the corporation court of the city of
Norfolk, in the commonwealth of Virginia, by virtue of the power and
discretion vested in said court by law, doth by these presents adjudge,
declare and decree:

First. That the said John L. Roper, George C. Reid, Charles M. Fer-
guson, Jacob Hecht, Frederick S. Taylor, Nathaniel Burruss, 8. Q.
Collins, John N. Williams, Dennis Etheridge, F. L. Slade, Allen A.
McCullough, J. Adelsdorf, C. A. Nash, Frank Dusch and William W.
Old, and their successors and such other persons as may be associated
with them according to the provisions of this charter shall be, and are
hereby, constituted a body politic and corporate under the name of
‘‘Norfolk retreat for the sick,’’? and shall have all the general powers and
be subject to all the general restrictions conferred and imposed by the
laws of the commonwealth of Virginia.

Seeond. The said company shall have full power and authority to
provide, by purchase or otherwise, a suitable hospital or infirmary in the
said city of Norfolk, in which medical and surgical aid and nursing may
be supplied for the sick and disabled without regard to nationality o1
creed, and with the view to admitting the poor without charge as far as
the means of the said company will admit.

Third. The capital stock of the said company shall be nominal and
consist of such contributions, gifts, legacies, and devises as may from
tine to time be received by the said company for the purchase of a sul-
table lot with buildings and the current expenses of the company.

Fourth. The said company may own real estate not to exceed one
hundred thousand dollars in value.

Fitth. The principal office of the said company shall be kept in the
city of Norfolk, in the state of Virginia, and the chief business which the
said company shall transact shall be to provide for and take care of the
sick and disabled upon such terms and conditions as the said company
shall from time to time order, and to give charitable relief within its
means to such sick and disabled persons as may not be able to pay
for it.

Sixth. The officers who for the first vear are to manage the affairs of
the company shall be: John L. Roper, president; C. A. Nash, vice-
president ; Charles M. Ferguson, secretary and treasurer, who are to be
ex-oflicio directors, and the following additional irectars : George C.
eid, Jacob Hecht, Frederick S. Tavlor, Nathaniel Burruss, Ss. Q.
Collins, John N. Willams, Dennis Etheridge, F. L. Slade, Allen A.
MeCallough, J. Adelsdorf, Frank Dusch, and William W. Old ; a board
of managers, composed of ladies, as follows : Mrs. George C. Reid, who
shall for the first year be president of the said board ; Mrs. George New-
ton, who for the first vear shall be the first vice-president ; Mrs. J.
Ade Isdorf, who shall for the first year be the second vice- president ; Mrs.
E. T. Powell, Who shall for the first year be the third vice- -president ; ;
Mrs. Charles E. Jenkins, who shall for the first vear be the fourth vice-
president ; Mrs. Rich: wd IL. Jones, who shall for the first year be record-
ing secretary ; Mrs. Grace [.. Sams, who shall for the first year be cor-
responding secretary ; Mrs. John L. Roper, who shall for the first year
be the treasurer of the said board of managers, and Mrs. M. H. Bull,
Mrs. Ik. A. Hallett, Miss Helen Robinson, Mrs. W. D. Reynolds, Mrs.
Harriett C. Reid, Mrs. J. F. Ceeil, Mrs. Kader Biggs, Mrs. E. O. Scott,
Mrs. Francis M. Whitehurst, Mrs. Alpheus White, Mrs. J. W. Gilmer,
Mrs. Margaret G. DeJarnette, Mrs. Ro HL, Wynne, Mrs. William L.
Gravatt, Miss Edmonia Neilson, Mrs. George W. Shetlield, Mrs. Allen
A. McCullough, Mrs. Benj: imin F, Tebault, Mrs. Hubert F. Jordan,
Miss Mattie I. Nottingham, Mrs. Emily R. Thomas, Mrs. John R.
Shields, Mrs. 1. C. Williams, Mrs. Nathaniel Burruss, Mrs. D. Lowen-
burg, Mrs. D. I. Levy, Mrs. If. Wertheimer, and Mrs. 8. Hamburger.

Seventh. The annual meeting of the said company shall, until other-
wise ordered by the said company, be held on the second Tuesday of
May in each vear.

Kighth. The officers and directors of the said company after the first
year shall be such as may be prescribed by its by-laws, and shall be
appointed and removed as the by-laws may provide.

Ninth. The said company may by its by-laws prescribe the terms and
conditions of the membership of the said company.

Tn witness whereof I, D. Tueker Brooke, the judge of the said corpo-

ration court of the city of Norfolk, have ‘hereunto. set my hand and
affixed my seal on this the twenty-fifth day of May, in the year of our
Lord one thousand eight hundred and eighty- -eight.
Which charter was duly recorded in the clerk’s office of the said
corporation court of the city of Norfolk on the said twenty-fifth day of
May, elghteen hundred and eighty-eight, and was received in the office
of the secretary of the commonwealth on the sixth day of June, eigh-
teen hundred and eighty-eight, and filed and recorded therein, and
thereafter became operative; and

Whereas the said John L. Roper and others named in the said
charter did duly organize the charity provided for and contemplated by
the said charter, and for that purpose did, from the contributions of
many good and charitably disposed persons, purchase certain real estate
in the said city of Norfolk; and

Whereas for reasons which have impressed the boards of directors and
managers and others interested in the success of this charity, it has be-
come highly desirable, if not necessary, for its more complete success,
that the name of the said corporation should be changed, and also that
there should be other changes of great importance in its charter, but it
is found difficult, if not impossible, to convene a majority of the stock-
holders in general meeting, so as to comply with the statute in that case
made and provided before making an application to the proper court
for said amendments; and the said amendments involve the title to the
real estate now held by the said company: now, therefore,

1. Be it enacted by the general assembly of Virginia, That the charter
heretofore granted to the Norfolk retreat for the sick by the corporation
court of the city of Norfolk be, and the same is hereby, amended and
re-enacted so as to read as follows:

§ 1. Be it enacted by the general assembly of Virginia, That John I.
Roper, George C. Reid, William D. Revnolds, William C. Dickson,
S. Q. Collins, John N. Williams, Dennis Etheridge, C. A. Nash, R. 3S.
Cohn, B. D. Thomas, B. T. Bockover, Luther Sheldon, Frank Dusch,
A. B. Broughton and William W. Old, and their successors and such
other persons as may be associated with them according to the provision
of this charter, shall be, and are hereby, constituted a body politie and
corporate under the name and style of Norfolk protestant hospital,
with all the general powers and subject toall the general restrictions con-
ferred and imposed by the Jaws of this commonwealth upon such
bodies.

§ 2. The said association shall have full power and authority to pro-
vide by purchase or otherwise a suitable hospital or infirmary in the
city of Norfolk, in this state, in which medical and surgical aid and
nursing may be supplied for the sick and disabled without regard to
nationality or creed, and in thecase of the poor, without charge, as far as
the means of the association will permit.

§ 3. The capital stock of the said association shall not be less than
twenty thousand dollars nor more than two hundred thousand dollars,
divided into shares of ten dollars each. The said stock shall be non-
dividend paying, and it shall beso expressed on the face of the certifi-
cates thereof, thereby devoting all the earnings to the uses of the asso-
ciation in extending its work and administering to the treatment and
care of the poor; it shall be apportioned among those who have contri-
buted to the said Norfolk retreat for the sick and also among those who
may contribute to the said association, in proportion to the amount of

L 2?
their respective contributions, but not to exceed in any case the amount
of such contributions on the basis of a par value of the stock. For
each share of stock the holder thereof shall be entitled to one vote at all
meetings of the association, and at the annual meetings of the said asso-
ciation, a less number than a majority of the shares represented in per-
son or by proxy, may constitute a quorum under such by-laws as may
be prescribed by the association. The said stock shall not be transfer-
able except by consent of the board of directors, and it shall also be so
expressed on the face of the certificates of stock. In addition to the
capital stock as hereinbefore provided, the association shall be author-
ized to receive contributions, gifts, legacies and devises, from time to time,
for which stock certificates may not be desired or given, and also endow-
ments upon such terms as it may agree to.

§ 4. The amount of real estate which may be held by the said associ-
ation shall not at any one time exceed two hundred thousand dollars in
value, and the board of directors shall have power to issue bonds for
the purpose of borrowing money, and to secure them by a deed or deeds
of trust on the said real estate, or any part thereof.

§ 5. The principal office of the said association shall be in the city of
Norfolk, Virginia, and the annual meetings of the said association shall
be held in the said city of Norfolk, at such place therein as shall be
designated from time to time by the board of directors, on the second
Tuesday in May of each year, unless otherwise ordered by the said as-
sociation by its by-laws. The present officers, directors and manager
of the Norfolk retreat for the sick shall continue to be the officers,
directors and managers of the said association until the next annua
meeting of the said association, to be held on the second Tuesday ir
May, eighteen hundred and ninety-eight; or if, for any reason, such an.
nual meeting be not held on that day, then until their successors are
duly elected at a general meeting of the stockholders held thereafter.

§ 6. From and after the next annual meeting of the said association.
or general meeting of the stockholders, which may be held in accordanes
with the last preceding section, the officers of the said association shall.
unless otherwise prescribed by the by-laws of the said association, con.
sist of a president, vice-president, secretary and treasurer, and twelv
directors, who shall serve until their successors are duly elected, anc
shall possess such qualifications and perform such duties as may be
prescribed by the by-laws of the association. The president and vice
president of the said association shall be elected annually, at its annua
meeting, and the directors shall also be elected annually at such meet
ing, except that the said directors may be elected in classes of four o
more, to serve for a longer term than one vear, as may be prescribed by
the by-laws of the association. The said president, vice-president anc
directors shall constitute the board of directors of the association, whic!
shall have the general management of the affairs of the association, anc
the right to prescribe such rules and regulations for the management o
the hospital or infirmary as it may deem proper. The board of director:
shall elect a secretary and treasurer, who may not be a member of thi
said board, and prescribe his duties and term of office, and shall have
power to fill any vacancy among its members, and for such cause as may

e declared preper in the by-laws of the association, to remove an}
member. The said board of directors may also elect a board of lady
managers, of such number and with such authority in the supervision
and management of its hospital or infirmary as may be prescribed by
the by-laws of the said association, and any vacancy which may occur
in the board of lady managers may be filled by the said board of lady
managers.

§7. The said association may conduct a training school for nurses,
and adopt a uniform for its nurses, and it shall be unlawful for any
person to use the said uniform unless duly authorized by the said
association.

§ 8. From and after the passage of this act all the estate, real and
personal, of the said Norfolk retreat for the sick shall stand vested in
the said Norfolk protestant hospital, subject, however, to the debts and
liabilities of the said Norfolk retreat for the sick at said date.

2. All taxes and demands due the state shall be paid in lawful money,
and not in coupons.

de This act shall be in force from its passage.