Chap. 316.—An ACT to incorporate the Norfolk trust and safe deposit company
of Norfolk, Virginia.

Approved February 12, 1898.

1. Be it enacted by the general assembly of Virginia, That Walter
H. Taylor, W. H. Peters, Walter H. Doyle, G. M. Serpell, Nathaniel
Beaman, John L. Roper, R. A. Dodson, R. P. Voight, W. M. Whaley,
J. W. Perry, Edward R. Baird, junior, J-P. Andre Motto, W. J. Cros-
by, A. E. Krise, R. Lancaster Williams, E. G. Miner, junior. S. C.
Rowland, 8S. Q. Collins, J. D. Lownsberry, James T. Borum, W. W.
Chamberlain, and such other persons as are now or may be hereafter as-
sociated with them, their successors and assigns be, and they are hereby,
constituted a body politic and corporate, by the name of the Norfolk
trust and safe deposit company, and bv that name shall have perpet-
ual succession and a common seal, which they may alter, amend or
renew at their pleasure, and may sue and be sued, plead and be im-
pleaded, contract and be contracted with, purchase, sell, hold, take, grant
and convey, assets, real, personal and mixed; carry ona general bank-
ing business, and have and excercise all the powers and privileges neces-
sary for, or incident thereto, and generally have, enjoy and exercise all
the rights, privileges and powers, and be subject to all restrictions con-
ferred or imposed by the laws of this state, especially the provisions of
chapter forty-eight of the code of Virginia, edition of eighteen hundred
and cighty-scven, and other chapters applicable hereto, and anv ameni-
mients thereof, on corporations of like character.
2. The principal office of this company shall be in the city of Nor-
olk, Virginia, and it shall have the right to charge a reasonable compen-
ation for all services rendered by virtue of the powers and privileges
-onferred upon it by this act.

3. The capital stock of the said company shall be not less than one
hundred thousand dollars and not more than five hundred thousand
dollars, to be divided into shares of the par value of one hundred
dollars.

4. The above-named incorporators, or a majority of them, shall have
power to open books for subscriptions to the capital stock of this com-
pany at such times and places, after ten days’ notice in some newspaper
published in the city of Norfolk, Virginia, as they may determine, and
ax soon a8 the minimum amount of capital stock has been subscribed
they may at such time thereafter as they shall deem best call a meeting
of the subscribers and organize a company and elect a board of directors,
which shall consist of the above-named incorporators and four other
stockholders, to be selected at such meeting, who shall serve until the
ensuing annual election, or until their successors are elected. Thenum-
ber of members of the said board shall be twenty-five, but may be in-
creased or decreased at any time by the stockholders in general meeting.
A general meeting of the stockholders may be held at any time upon the
call of the board of directors or of stockholders holding together one-
tenth of the capital stock, upon their giving notice of the time and place
of such meeting, for ten days in a newspaper published in the city of
Norfolk, Virginia. The regular annual meetings shall be held as provi-
ded by the by-laws.

5. The directors shall be elected annually by the stockholders at
their regular annual meetings, or on some day to which said regular
meeting has been adjourned. The board of directors shall elect from
their number at the first meeting after their election, unless such meet-
ing shall adjourn, and then at such adjourned meeting, a president and
vice-president, and they shall have the power to elect a secretary and
treasurer and a cashier, and to appoint and employ such officers, clerks,
agents, and attorneys as the business of said company may require,
whose selection and appointment is not otherwise provided for by the
by-laws. The board of directors shall have power to enact and adopt
all such rules, regulations, ordinances and by-laws for the management
of the affairs of the company as they shall deem best, provided they
be not inconsistent with the provisions of this charter. They shall have
the right to select from their number five members as an executive com-
mittee, who shall have and exercise all such powers and perform all
such duties as the by-laws may prescribe.

6. The company shall have power to take, receive and hold, on de-
posit, in trust, as security or otherwise, estate—real, personal and
mixed—notes, bonds, securities and obligations of states, companies,
corporations and individuals, valuables of all kinds, jewels, bullion,
plate, coin, precious metals, certificates of stock, deeds, muniments of
title and valuable papers of all sorts, and to charge, take and receive a
resonable compensation therefor. It shall also have the power to pur-
chase, collect, adjust, settle, guarantee, sell and dispose of, upon such
terms and conditions ag may be agreed upon betweenaltoa and the parties
contracting with it, notes, bonds, securities, valuables, evidences of
debt, and all other things and commodities whatsoever which it shall
see fit to deal in or handle.

7. That the said company be, and it is hereby, authorized and em-
powered to accept and execute as fully as a natural person trusts of any
and every description which may be committed or transferred to it by
any person or persons whomsoever, bodies, corporate or politic, upon
such terms as may be agreed upon by and between the said company
and said person, natural or corporate, or by any court in the state of
Virginia, or by the courts of the United States, or of any of the states or
territories thereof, or of the District of Columbia, or by last will and
testament of any natural person, and in all cases when application shall
be made to any court of this state for the appointment of any receiver,
trustee, assignee, administrator, executor, guardian or committee of a
lunatic, it shall and may be lawful for such court to appoint the said
company as such receiver, trustee, assignee, administrator, executor,
guardian, or committee of a lunatic, and the accounts of said company
as such receiver, trustee, assignee, administrator, executor, guar-
dian, or committee of a lunatic shall be regularly settled before the
court making such appointment. All proper, legal, and customary
charges, costs, and expenses shall be allowed the said company for its
care and management of the trusts and estates aforesaid, or any or either
of them. The said company as such receiver, trustee, assignee, admin-
istrator, executor, guardian, or committee shall be subject to all lawful
orders or decrees made by the said court, Just as a natural person would
be. }

8. When any court shall appoint the said company as receiver, trustees,
administrator, executor, assignee, guardian or committee, or shall order
the deposit of money or other valuables of any kind with said company,
the capital stock as paid in, and the assets of the company, shall be
taken and considered as the security required by law for the faithful
performance of its duties: provided, the said court shall not deem it
necessary to require further security, and shall be absolutely hable in
case of any default whatever. The court, if 1t deem necessary, may
from time to time appoint suitable persons to investigate the affairs and
management of said company, who shall report to such court, and the
expenses of such investigation shall be defrayed by said company, or
the court may, if deemed necessary, examine the officers of said com-
pany under oath or affirmation as to the security aforesaid.

9. That in case of the dissolution of said company, the debts due by
it as receiver, trustee, assignee, administrator, executor, guardian or
committee shall be preferred in the distribution of the assets of said
company.

10. That the said company be, and is hereby, authorized and em-
powered to receive and to keep on deposit, storage or otherwise, all
valuables, gold, silver or paper money, bullion and precious metals,
jewels, plate, certificates of stock, evidences of indebtedness, promissory
notes, contracts, deeds or muniments of title, or other valuable papers of
any kind, or any other article or thing whatsoever, and may take charge
and custody of_real and personal estate and securities, and advance
money therenin, Gorka €erma as to it may seenmpropere | icf shall be law-
ful for any court of this state or United States court, into which moneys,
stocks, bonds or other propertics may be paid or deposited, by agree-
ment of parties, or by order, judgment or decree of such courts to order
and direct the same to be deposited with said company. For services
rendered, duties performed, responsibilities assumed under authority of
this section, said company shall have the right to charge, take and re-
ceive a reasonable compensation.

11. Any executor, administrator, trustee or receiver, agent or public
officer having control of any bonds, stocks, securities, moneys, or other
valuables belonging to others, shall be, and is hereby, authorized to de-
posit the same for safe-keeping with said company; and in all cases in
which public officers, municipal or private corporations are authorized
to deposit moneys, stocks, bonds or evidences of indebtedness, such de-
posit by any such officers or corporations may be made with said com-
pany, and for the complete preservation of all articles or things depos-
ited for safe-keeping the said company may construct, erect, purchase
or lease a suitable building, and use all other means which may or
may become necessary, and may maintain and let for hire vaults, safes,
and like receptacles, and charge a reasonable compensation therefor.

12. That the company is authorized to invest its capital and the incre-
ment thereof, money received in trust, on deposit or otherwise, other
than such as may be placed with it on safe deposit only, under section
(preceding) ten, in the funds of the United States, or in any stock or
property whatsoever, and may take, have, hold and sell estate, real, per-
sonal or mixed, obtained with the money aforesaid or with funds be-
longing to said company, and may sell, grant, mortgage or otherwise en-
cumber, lease or dispose of the same, and to that end may execute all
deeds or other instruments concerning the same; may deal in exchange,
foreign or domestic, securities, mortgages, lands, certificates of indebted-
ness, stocks of incorporated companies, notes, loans, bonds of the United
States, or of any state, city, county, or any incorporated company, or
of individuals, and may act for insurance or other companies doing
business in this state; and may borrow and lend money, make and exe-
cute bonds, notes and evidences of debt, draw and scll bills of exchange,
and make, execute and deliver all other papers, conveyances, instru-
ments and obligations as shall be necessary for the conduct of its busi-
ness as a trust company and banking institution, and it may charge,
take and receive proper compensation therefor.

13. That the said company shall have power to act as agent for the
purpose of issuing, registering, transferring, or countersigning certiti-
cates of stocks, bonds, or evidences of debt, and may receive and man-
age any sinking fund of any state, corporation, association, municipality,
or public authority on such terms as may be agreed upon, and charge a
reasonable compensation therefor.

14. That the said company shall be, and is hereby, authorized and
empowered to insure the fidelity of persons holding places of trust or
responsibility in this state, or any of the other states of this Union, or
of the District of Columbia, or with any corporation, company, person,
or persons whatsoever; to endorse for and enter security, or become the
security for the faithful performance of any trust, duty, contract or
agreement; go upon any bond for appeal, or on any injunction, attach-
ment, or other bond required by law of any person; and in every such
case the capital stock of the said company shall be taken and considered
23 sufficient security therefor: provided, on examination of the oflicers
and affairs of the said company, or otherwise, the court shall be satisfied
of the sufficiency of said company, and its property and effects shall be
liable as aforesaid; and it shall be lawful for the said company to stipu-
late and provide for indemnity from the parties aforesaid, for whom it
shall so become responsible, and to enforce any bond, contract, agree-
ment, pledge, or security, made or given for that purpose: provided, that
this company shall not be authorized by anything: in this act contained
to endorse the bond, or become the security for the faithful performance
of the duty of any public olficer; but the said company may become
security on the bonds of fiduciaries.

15. This company shall have the right to conduct the business of a
trust company in all its branches, and to have and exercise all the pow-
ers and privileges incident thereto, and necessary therefor. It may buy,
sell, make, draw, discount, or negotiate promissory notes, drafts, bills of
exchange, bonds, and other evidences of debt, upon such terms as to it
shall seem proper.

16. It shall have the right to guarantee the title to property—real or
personal—the punctual performance of contracts, the payment and col-
lection of promissory notes, bills of exchange, bonds and other evi-
dences of debt, deeds of trust, mortgages, accounts, claims, rents and
annuities:

17. Any oath prescribed by law which is to be taken by this corpo-
ration, or any oflicer thereof, may be so modified by the person admin-
istering the same as to make it apply to this corporation and its officers,
instead of to individuals.

18. All taxes due the state of Virginia by this corporation shall be
paid in lawful money of the United States, and not in coupons 3 and
nothing in this act contained shall be construed to exempt this com-
pany from the operation of tax-laws of the state of Virginia, for such
cases made and provided, and the stockholders hereof, shall not be per-
sonally hable for any debt or default of this corporation beyond their
respective unpaid subscriptions to its capital stock,

19. It shall have the right to receive deposits from minors, and open
accounts with them in their own name; and when any deposit shall be
made in the name of any minor, this company may deal with such
minor in reference thereto as though he or she were sul juris; a pay-
ment made to such, or his or her receipt or acquittance, or his or het
check drawn against such deposit, shall be valid and sufficient release
and discharge to such corporation for such deposit, and any interest
thereon, or any part thereof.

20. Notice of any general or special meeting of the stockholders may
be given by adv ertisement for ten days in two new spapers published ir
the city of Norfolk, and it shall not be necessary to state in such adver.
tisement the special business to be transacted at such meeting.

21. The board of directors shall have power to declare such dividends
or profits from the earnings of said corporation as they may deem proper
provided that no dividend shall be declared which would impair the
capital stock.

22. The company is hereby authorized and empowered, through such
officers as may be designated by the by-laws as the proper officers there-
for, to make, sign, execute and deliver all necessary powers of attorney,
or other papers or writings, to enable said company to make appear-
ances, execute bonds, notes, obligations and writings obligatory, when
it shall see fit so to do, through such person or corporation as may be
designated and selected forsuch purpose by the president or such other
officer as may be given power so to do by the by-laws of this company.

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