CHAP. 593.—An ACT to incorporate the Virginia Safe Deposit and
Fidelity Company.

Approved March 4, 1890.

1. Be it enacted by the general assembly of Virginia,
That James B. Pace, John P. Branch, Richard B. Lee,
Henry R. Pollard, James H. Dooley, Edward D. Christian,
Isaac Davenport, junior, and such other persons as they
may associate with them, and their successors, be, and
they are hereby, made a body politic and corporate by the
name of the Virginia safe deposit and fidelity company,
and by that name shall have perpetual succession and a
common seal, and shall be entitled to all the rights con-
ferred, and subject to all the restrictions imposed, by the
laws of Virginia, so far as the same are applicable and
not inconsistent with this act.

2. The capital stock of said company shall not be less
than two hundred thousand dollars nor more than two
millions of dollars, to be divided into shares of one hun-
dred dollars each, and when not less than the minimum
amount of stock has been subscribed, the stockholders
may elect a president, a secretary and treasurer, and six
directors in addition to the president, who shall be ex-
officio a director of such company, which officers shall
serve for one year, and thereafter until their successors
are elected, and the directors so elected shall have power
to prescribe the rules and regulations for the government
of affairs of said company not inconsistent with this act,
and they may from time to time amend the same. Such
rules and regulations shal] be printed, and, together with
this charter, shall be accessible at its place of business to
all persons doing business with the company.

3. The capital stock of said company shall be invested
in bonds, notes, or other evidences of debt, secured by
deed of trust or mortgage upon fee simple or leasehold
estate, or otherwise safely secured, or in securities or bonds
of the United States, or the bonds of the state of Virginia
known as the Riddleberger bonds, or the bonds of incor-
porated cities within this state, or in real estate and the
erection of suitable buildings thereon in which to conduct
the business of the company, as in the discretion of the
directors shal] deem best.

4. The said company shall have power to receive
money in trust, and accumulafe the same at such legal!
rate of interest as may be obtained or agreed on, or to
allow interest not exceeding the legal rate; to accept and
execute trusts of every description (as fully as a natural
person could), which may be committed to said company
by any person or persons whatsoever, or by any corpora-
tion, or by order or decree or authority of any court of
record, upon such terms as may be agreed upon, pro-
vided, or declared in regard thereto; to act as agent for:
the purpose of issuing, registering, or countersigning cer-
tificates of stocks, bonds, or other evidences of debt of
any state, corporation, association, municipality, or pub-
lic authority, on such terms as may be agreed upon; tu
lease and rent real estate and collect rents from the same:
to accept from and execute trusts for married women in
respect of their separate property or estate, whether real.
personal, or mixed, and to act as agent for them in the
management, sale, and disposition of their properties.

5. That in all cases where an application may be made
to any court in the city of Richmond and counties of
Henrico, Hanover, Goochland, Chesterfield, and Powhatan
having such jurisdiction to appoint a curator, guardian of
un infant. committee of an idiot or insane person, admip-
istrator or any person dying testate or intestate, trustee
or receiver, such court shall have power to appoint said
company as such curator, guardian, committee, adminie-
trator, trustee, or receiver upon the like application that
any person might be so appointed; and it shall be lawful
for any person, by deed, will, or other writing, to appoint
said company a trustee, executor, guardjan, assignee, or
receiver, and as such executor, guardian of an infant,
committee of an idiot or insane person, administrator,
trustee, executor, assignee, or receiver of said company,
may lawfully act, and as such shall be subject to all th
obligations and liabilities of natural persons acting i1
like capacities.

6. Whenever the said company shall be appointed to an:
place of trust enumerated in the last foregoing sections
or whenever deposits of money or valuables of any kine
shall be made with said company, the capital stock and it:
property and effects shall be taken and considered as secur
ity required by law for the faithful performance of it:
duties, and shall be absolutely liable therefor, and no othe
security shall be required from it on the execution of the
bond required, where one is now required of any natura
person acting in any such capacity. And in case of :
dissolution of said company by any order or decree of an}
court, or otherwise, the debts, dues, obligations, or money:
due from said company in its fiduciary capacity as afore
said shall have preference.

7. That it shall be lawful for any individual, executor
administrator, guardian, committee, receiver, assignee
trustee, public officer, or other persons having the custody}
of any bonds, stocks, securities, moneys, or other valua.
bles, to deposit the same for safe-keeping with said com.

any.

P 8. That every court wherein said company shall be
appointed, or shall be allowed to qualify as guardian
committee, executor, administrator, trustee, or receiver
or in which it is made the depository of moneys or othe
valuables, shall have power to make all orders and compe.
obedience thereto, and require said company to render al.
accounts which such court might lawfully make or require
if such company was a natural person.

9. That said company is authorized to invest moneys
received in trust, on deposit, loan, or otherwise, and tc
take, have, and hold estate. real, personal, or mixed
obtained with the money aforesaid, or with funds belong.
ing to said company, and to sell, grant, mortgage, or other.
wise encumber, lease, or dispose of the same, and to that
end may execute all deeds or other instruments concern.
ing the same; to deal in exchange, foreign or domestic
securities, mortgages, lands, certificates of indebtedness
stock of incorporated companies, notes, loans, bonds ot
the United States, or of any city, county, or of any cor-
porated company, or individual; but no loan shall be
made, directly or indirectly, to any officer or employee of
the said company, and on any violation of this provision,
the parties making or consenting thereto, either directly
or indirectly, shall be liable to said company for the
amount so loaned, and in addition shall be deemed guilty
of a misdemeanor, and upon conviction thereof shall pay
a fine of not less than five hundred dollars, and shall be
imprisoned not exceeding twelve months.
10. That any officer or employee of said company who
shall apply any of the deposits of any kind of the sald
company to his own use, or to the use of any person or
persons not entitled thereto, shall be deemed guilty of
embezzlement, and upon conviction thereof shal] be pun-
ished by imprisonment in the penitentiary for a term of
not less than one nor more than five years, and shall be
responsible in any suit at law for injury, loss, expense, or
damaged incurred by reason of its prosecution or in con-
sequence of said act, either to the company or to any party
aggrieved, damaged or injured thereby.

11. That the said company shal! be and is hereby author-
ized and empowered to insure the fidelity of persons hold-
ing places of trust or responsibility in this state, or with
any corporation, company, person or persons whatsoever;
to endorse for and to enter security or become the security
for the faithful performance of any trust, duty, contract
or agreement, to go upon any bond for appeal, or to go upon
any injunction, attachment 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 as sut-
ficient security therefor: provided, on examination of the
officers 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 shal] be lawful for the said company to stipulate
and provide for indemnity from the parties aforesaid, for
whom it shall so become responsible, and to enforce any
bond, contract, agreement, pledge or security made or
given for that purpose: provided, that this company shal!
not he authorized by anything in this act contained to
endorse the bond or become security for the faithful per-
formance of the duty of any public officer, but the said
company may become surety on the bonds of fiduciaries,
but only in the counties mentioned in fifth section.

12. That said company shall] have power to guarantee,
endorse and secure the payments and punctual perfor-
mance and collection of notes, debts, bills of exchange.
contracts, bonds, accounts, claims, rents, annuities, mort-
gages, choses in action, evidences of debt, certificates of
property of value, checks, and the title to property, in-
debtedness of companies, partnerships, cities, counties,
municipalities, et cetera, in this state, on such terms or
commissions as may be agreed upon or established by said
company and the parties dealing therewith.

13. That said company may receive upon storage, depo-
sit, or otherwise, merchandise, specie, plate, stocks, promis-
sory notes, certificates and evidences of debts, contracts,
and of other personal properties whatsoever; take charge
and custody of real and personal estates and securities,
and advance money thereupon on such terms as may be
gstablished or approved by said company; that in all
cases in which public officers of municipal or private cor-
-*porations are authorized to deposit money, stocks, bonds,
or evidences of debt, such deposits by such officers or cor-
porations may be made with said company.

14. That it shall be lawful for the said company to sell
~ at public auction or private sale, in its discretion, all
‘property of what kind soever mentioned or specified in any
- contract or agreement between the company and the other

parties, after ten days shall have elapsed from the time of
maturity of an obligation under said contract or agree-
ment, or immediately upon the discovery of any fraud,
misrepresentation, or concealment in regard to the owner-
ship, or otherwise, which might jeopardize the rights of the
company or its security, after five days’ advertisement of
the time and place of sale in some newspaper published in
the city of Richmond, and to reimburse itself out of the
proceeds of such sale for the money due it, with interest,
storage, costs, and charges, and to indemnify itself for any
loss it may have sustained by the non-fulfilment of such
contract, or by reason of said misrepresentation, fraud or
concealment.

15. That the said company is authorized to make, exe-
cute, and issue in the transaction of its business all
papers, receipts, certificates, vouchers, and contracts which
shall bear the impression or stamp of the seal of the com-
pany and shall be signed by the president and counter-
signed by the secretary.

16. That the chief office of said company shall be lo-
cated in Virginia, and not more than one-third of the
directors of said company shall at any one time be non-
residents of Virginia.

17. That said company shall pay all of its taxes and
assessments, due or to become due, in lawful money of
the United States and not in coupons.

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