Chap. 258.—An ACT to incorporate the Virginia Safety Deposit com-
pany of Richmond.

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Approved February 24, 1888.

1. Beit enacted by the general assembly of Virginia, That
Garret F. Watson, N. W. Bowe, Thomas C. Williams, D. R.
Norvell, Isaac Davenport, Junior, John B. Purcell, F. M.
Boykin, J. P. George, T. William Pomberton, Samuel H. Pul-
liam, George A. Ainslie, Alfred T. Harris, Junior, S. W. Ven-
able, Charles L. Todd, Joseph R. Anderson, M. Rosenbaum,
John P. Branch, E. A. Saunders, P. H. Mayo, Joseph Bryan,
Lewis Ginter, M. Millhiser, James W. Allison, John A. Coke,
and all other persons who shall hereafter become stockholders
in the company hereby incorporated, shall be a body corpo-
rate by the name of the Virginia Safety Deposit company of
Richmond; and by that name have perpetual succession, and
may contract and be foningoted with, sue and be sued, and

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have all the powers hereinafter given, and may have and use
a common seal and alter the same at pleasure.

2. The capital stock of said corporation shall consist of
two thousand shares of the value of one hundred dollars
each, with the privilege to increase the same by a vote of the
stockholders, (those holding two-thirds of all the capital
stock assenting thereto,) at an annual or special meeting, to
any sum not exceeding one million of dollars. The corpora-
tors, or the majority of them named in the first section of this
act, shall have power to open books for subscriptions at such
times and places as they may deem expedient; and when not
less than one thousand shares shal! have been subscribed, the
shareholders may elect a board of not less than thirteen
directors, who may at any time be increased, by a vote of
the stockholders owning two-thirds in value of all the stock,
to any number not exceeding twenty-four. The directors
shall serve until the next annual election, or until their suc-
cessors shall be duly elected and qualified, and the directors
so elected by the said company, when it shall have been
organized, may, and they are hereby authorized and empow-
ered to have and to exercise, in the name and in behalf of the
company, all the rights and privileges which are hereby given.
And should the capital stock at any time be increased, the
stockholders, at the time of said increase, shall be entitled to
a pro rata share of such increase upon the payment of the
price fixed by the board of directors.

» 3. The principal office of the said company shall be in the
city of Richmond. All the directors of the said company
shall be citizens of the United States and of the state of Vir-
ginia, and shall reside in the said state, and shall keep a
record of their proceedings.

4, An annual meeting of the stockholders, at which and
at any other meeting those owning at least one-half in value
of the capital stock shall constitute a quorum, shall be held
on such day as may be by them prescribed in general meet-
ing from time to time, or as may be designated in the by-laws
of the company, at which annual meeting the board of direct-
ors shall be chosen.

+ 5. The directors shall elect from their number, at the first

meeting of the board after their election, and annually there-
after at the first meeting after their election, a president and
a vice-president, who shall hold their offices for the term of
one year and until their succesors are elected and qualified;
and may appoint a secretary and treasurer, and such other
officers, clerks, agents, and employees as the business of the
company may require. All elections of directors shall be
by ballot, and every stockholder shall be entitled to one vote
for each share of stock held by him. But no person shall be
eligible as director, who is not a stockholder to the amount
of ten shares. :

6. The board of directors shall make ail by-laws necessary
for conducting the business of the corporation. The direct-
ors shall have power to require payment of the amounts sub-

Google
scribed to the stock of the corporation at such times and in
such epee as they shall think proper.

7. No certificate evidencing the ownership of stock shall
be issued to any person until the amount subscribed therefor
shall be fully paid in tothe company. But the said company
shall not commence business until the whole of the two hun-
dred thousand dollars, horein provided for, of capital stock,
has been paid up.

8. The said corporation may purchase, erect, or lease a |
building or premises, to contain a strong and commodious
safety-vault and a number of small compartments or boxes,
designed and adapted for renting to persons or corporations
who desire to have a place of safe deposit for valuables; and
the said corporation is hereby empowered to rent out the
boxes in such safety-vault to such persons and corporations,
and for such sums of money and for such time as may be
agreed upon.

9. The said corporation is hereby empowered to receive |
money on deposit, and to allow and pay interest on the said
money, and to loan the same at legal rate of interest, and to
receive for safe keeping any valuables that may be entrusted
to it, receipting for the same by any of its officers designated
by its by-laws so to do, and to guarantee special deposits,
except bonds, coupons, or other evidences of indebtedness of
the state of Virginia, anterior to the act of February four-
teenth, eighteen hundred and eighty-two; and the said cor-
poration shall also possess and have the power to make insu-
rance for the fidelity of persons holding places of responsi-
bility as employees or agents: providing however, that they
shall not make insurance for any state, city, county, or court
officer, or fiduciary, or trustee.

10. The said company shall have power to receive and |
hold on deposit and as security, personal estate including |
notes, bonds, accounts, and obligations of states, companies,
corporations and individuals, and the same to purchase, col-
lect, adjust, settle, sell and dispose of, and upon such terms
as may be agreed upon between them and the parties con-
tracting with them; but it shall not be legal for said com-
pany to receive on deposit or to deal in any securities of the
state of Virginia, issued under any law anterior to the act
approved February fourteenth, eighteen hundred and eighty-
two, and except also bonds, notes, accounts, or other choses
in action due in or under the control of any fiduciary.

11. And the said corporation is authorized to take, have,
hold, and enjoy all such estates, real or personal or mixed, as
may be obtained by the investment of its capital, and all
other moneys or funds that may come into its possession in
the course of its dealing and business; and the same to sell,
grant, mortgage, lease, and dispose of at pleasure, and to
execute, acknowledge, and deliver all deeds and other instru-
ments of writing concerning the same: provided however,
that the said real estate so to be held by it shall be only that
occupied as its office and place of business, not exceeding in
value one hundred and fifty thousand dollars, and such as
may come into its possession in satisfaction of any debt due
to it upon mortgage, decree, or judgment.

12. The said corporation may act as agent or attorney in
leasing, conveying, and managing real and personal estate,
receiving and collecting rents and other moneys, in issuing
and countersigning certificates of stock, bonds, or other obli-
gations of any corporation, association, municipality, state or

ublic authority, and may receive and manage any sinking
und therefor, subject to the restrictions and limitations
hereinbefore specified.

13. One-half of the capital stock paid in shall be invested
in solvent securities, and from time to time shall be rein-
vested, and shall be kept separate and apart from other
investments, and designated upon the books of the company
as investments of trust and capital. It shall be the duty of
the proper officers of the company to make detailed state-
ments annually (or oftener, if so required), on oath, and file
the same with the auditor of public accounts of the state of
Virginia.

14, The said corporation may declare and pay semi-annual
dividends from the net earnings of the company; but before
declaring said dividends, it shall reserve from the said net
earnings not less than twenty per centum of the same, and
shall continue so to do until the amount thus reserved equals
one hundred per centum of the paid-up capital stock.

15. This act shall be in force trom its passage.