CHAP. 467.—An ACT to incorporate the Portsmouth real estate
title, trust, safe deposit and insurance company.

Approved February 29, 1892.

1. Be it enacted by the general assembly of Virginia
That 8. Henry Norris, Heber Alter, J. J. McFarlan and
James Lynd, junior, of Philadelphia, Pennsylvania:
George A. Brooks and Samuel Niemeyer, of Portsmouth
Virginia; J. O. Magruder, of Albemarle county, Virginia,
William Schmoele, junior, and Charles A. Stewart, of
Norfolk county, Virginia, and L. C. Hall, of Portsmouth,
Virginia, and their associates, successor and assigns, be,
and they are hereby, declared to be a body corporate and
politic by the name of the Portsmouth real estate title,
trust, safe deposit and insurance company, and by that
name and style shall have perpetual succession, and may
sue and be sued in any court whatever.

2. The capital stock of said company shall consist of
five hundred shares of stock of the value of one hundred
dollars each, being fifty thousand dollars, with the privi-
lege to increase the same by a vote of the stockholders at
an annual or special meeting to not more than ten thou-
sand shares of one hundred dollars each, and the corpo-
rators or a majority of them named in the first section of
this act shall have power to open books for subscription
at such times and places as they may deem expedient,
and when not less than five hundred shares have been
subscribed, and ten per centum thereon shall have been
paid in, theshareholders may elect nine directors to serve
until the next annual election, or until their successors
shall be duly elected and qualified; and the directors so
elected of said company, when it shall have been organ-
ized, may, and they are hereby, authorized and empowered
to have and to exercise in the name and behalf of the
company all the rights and privileges which are intended
to be hereby given, subject only to such liabilities as other
shareholders are subject to, which liabilities are no more
than payment to the company of the sums due or to be-
come due on the shares held by them; and should the
capital stock at any time be increased, the stockholders at
the time of such increase shall be entitled toa pro rata
share of such increase, upon the payment of the par value
of same.

_3. The said company shall have power and is hereby au-
thorized to receive and hold on deposit and on trust, estate
real and personal, including the notes, bonds, obligations
and accounts of states and of individuals, and of compa-
nies and of corporations, and the same to negotiate, pur-
chase, collect and adjust and settle, and also to sell and
disburse of the whole or portion thereof, in any market
in the United States or elsewhere, without proceedings in
law or equity, and for such price and on such terms as
may be agreed on between them and parties contracting
with them; and to give certificates as to value thereof,
that the corporation hereby created shall also possess and
have the power to make insurance for the fidelity of per-
sons holding places of responsibility and of trust, such
as trustees, guardians, administrators and all others re-
quiring security for the faithful performance of their
duties, and also to insure the value of and title to real
estate and mortgages. and also to give certificates of search
of the records of the different courts and affairs con-
nected with the transfer of real estate; and for such pur-
pose shall have the right to make examinations and copies
of such records at all reasonable times, and also to receive
upon deposit for safe-keeping money, jewelry, plate,
stocks, bonds, wills and valuable property of every kind,
upon terms to be prescribed by the by-laws of the said
company: provided that nothing herein contained shall
authorize said company to engage in the business of
banking.

4. That said company is hereby authorized to act as ex-
ecutors, administrators, guardians and trustees when 80
appointed, and whenever so appointed by any person or
persons, register of wills or court, the capital stock of said
company as paid in, and not being less than fifty per cent.
thereof, shall be taken and considered as the security re-
quired by law for the faithful performance of their duties
as aforesaid, and shall be absdlutely liable in case of any
default whatever.

5. That any executor, administrator, guardian, or other
trustees, having the custody or control of any bonds, stock,
securities, money, or other valuables belonging to others,
shall be authorized to deposit the same for safe-keeping
with said company.

6. That the principal office of the said company shall be
in the city of Portsmouth, Virginia, but the directors, un-
der such rules and regulations as they may prescribe, may
establish branches or agencies in other parts of the state
or elsewhere. All of the directors shall be citizens of the
United States, and five shall be citizens of Virginia, and
shall keep a record of their proceedings.

7. The directors shall be elected annually by the stock-
holders, on the second Monday of January, and they shall
elect from their members, at the firat meeting of the board
after election, a president and vice-president, and shall
have power to elect a treasurer and secretary, and such
other officers, clerks and agents as the business of the com-
pany may require. All elections for 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. At the annual or special meetings
@ quorum shall consist of stockholders owning at least
one-third of the capital stock.

8. Ten days’ notice shall be given by publication in a
newspaper published in the city where the principal office
is located of the time and place of the annual election,
which election shall be conducted by three stockholders,
one of whom shall act as judge and the other two as in-
spectors.
9. The board of directors shall make all by-laws neces-
sary for conducting the business of the company, which
by-laws shal] at all times be open to the inspection of any
stockholder. The directors shall have power to require
payment of the amount remaining unpaid on the said
stock of said company at such time and in such pro-
portions as they shall think proper, and under the penalty
In case of non-payment as required of forfeiture to the
company of such stock and all the previous paymente
thereon; the said assessments to be made as the by-laws
of said company shal! direct.

10. All taxes due the commonwealth by said company
shall be paid in lawful money of the United States, and
not in coupons.

11. That this act shall be in force from its passage.