Chap. 368.—An ACT to amend and re-enact an act entitled an act to incor-
porate the Norfolk safe deposit and trust company, approved February 29,
1892.

Approved February 28, 1894.

1. Be it enacted by the general assembly of Virginia, That an
act entitled an act to incorporate the Norfolk safe deposit and trust
company, approved February twenty-ninth, eighteen hundred and
ninety-two, be amended and re-enacted so as to read as follows:

§ 1. Be it enacted by the general assembly of Virginia, That C.
G. Ramsay, William H. White, C. M. Grandy, I.G. Mamble, Thomas
R. Ballentine and Alfred P. Thom, or such of them as may accept
the provisions of this act, and al] other persons who are now or may
hereafter become stockholders in this corporation, be, and they are
hereby, constituted a body politic and corporate by the name and
style of the Norfolk bank for savings and trusts, and by that name
shall have perpetual succession and a common seal, which they may
alter or amend at their pleasure, and may sue and be sued, plead
and be impleaded, contract and be contracted with, purchase, hold
and grant estates, real and personal, and may make ordinances, by-
laws and regulati .ns consistent with the laws of this state and of
the United States for the government of all under their authority,
for the managen:: nt of their estates and the due and orderly conduct
of their affairs, and the organization of said corporation under the
name of the Norfolk bank for savings and trusts, and the change of
its name by the corporation court of the city of Norfolk from the
Norfolk safe deposit and trust company to the Norfolk bank for
savings and trusts, are hereby ratified and confirmed.

§ 2. In addition to the general powers of corporations and those
above mentioned, the corporation hereby created shall have power—

First. To receive and keep on deposit all such valuables, gold,
silver or paper money, bullion, precious metals, jewels, plate, cer-
tificates of stock or evidences of indebtedness, deeds or muni-
ments of title or other valuable papers of any kind, or any other ar-
ticte or thing whatsoever that may be left or deposited with them
for safe-keeping, and to charge such commissions or other compen-
sation therefor as may be agreed upon or may be proper, and gene-
rally to transact and perform any and all business relating to such
deposit and safe-keeping or preservation of all such articles or valu-
ables as may be deposited with them as aforesaid.

Second. To accept the appointment and discharge the duties of
executor, administrator, curator, guardian, committee, receiver, trus-
tee or assignee; to take and accept by grant, assignment, transfer,
devise or bequest, and hold any real or personal estate on any and
all such trusts as are allowed by the laws of this state in the case of
a natural person, and to execute all such trusts in regard to the
same on such terms as may be declared, established or agreed upon
in regard thereto; to act as agent for the purpose of issuing, regis-
tering or countersigning the certificates of stock, bonds or other evi-
dences of debt of any corporation, association, municipality, state
or public authority on such terms as may be agreed on; to accept
and execute trusts for married women in respect to their separate
estate, whether real or personal, and to act as agents for them in re-
spect to the management thereof, and generally to accept and exe-
cute trusts of any kind and every description that may be committed
or transferred to them, with their assent, by any person or persons
whomsoever, or by any co-partnership, body corporate or public, or
by any court, whether of this or any other state, or by any court of
the United States.

Third. To invest their capital stock and such other moneys or
funds as may come into their possession in the course of their busi-
ness or dealings on such security, real or personal or mixed, or in
such estates, real or personal or mixed, as they may deem best, and
to take, have, hold and enjoy all such estates, real, personal and
mixed, as they may deem best; and to take, have, hold and enjoy
such estates, real, personal and mixed, as may be obtained by the
investment of their capital stock and such other moneys or funds as
aforesaid, and the same to sell, grant, mortgage, encumber, lease
and dispose of at pleasure, and to execute, acknowledge and deliver
all deeds and other instruments concerning the same.
Fourth. To carry on the business of banking in all its branches,
and to exercise all such incidental powers as may be necessary
thereto, whether by buying, selling, making, drawing, discounting or
negotiating promissory notes, drafts, bills of exchange, bonds and
other evidences of debt, by receiving deposits, by buying and selling
exchange, coin and bullion; by loaning money, taking security, real
or personal, therefor, or otherwise.

Fifth. To receive deposits from minors, and to open accounts with
them in their own name; and when any deposit shall be made in
the name of any minor, the said corporation may deal with such
minor in reference thereto as though he or she were sui juris, and
payments made to such minor, or his or her receipt or acquittance,
or his or her check drawn against such deposit, shall be a valid and
sufficient release and discharge to such corporation for such deposit
and any interest thereon, or any part thereof: provided that nothing
contained herein shall be construed as authorizing any guardian to
deposit with such corporation, in the name of such minor, any money
or funds intrusted to such guardian in his fiduciary capacity.

Sixth. To guarantee the titles to property, real or personal, the
punctual performance of contracts, the payment and collection of
promissory notes, bills of exchange, bonds and other evidences of
debt, deeds of trust, mortgages, accounts, claims, rents and annuities.

Seventh. To borrow money and to issue therefor its certificates of
debt or obligation, and to secure the same as may be agreed upon by
depositing in the hands of the lender notes, bonds, stocks or other
securities as collateral, or in such other manner as it may deem
best.

Eighth. To take, charge and receive for the performance of any of
the services contemplated by this charter such commission or other
compensation as is customary and proper, or as may be agreed upon,
or as may be allowed by any court having jurisdiction over the sub-
ject.

§ 3. The capital stock of said corporation shall not be less than
one hundred thousand dollars nor more than one million dollars,
divided into shares of one hundred dollars each, and the incorpo-
rators, or a majority of them named in 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 one hundred thousand dol-
Jars have been subscribed, and when fifty per centum thereof has
been paid in, the stockholders may elect seven or more directors, to
serve until the ensuing annual election, or until their successors
have been duly elected and qualified, and the directors so elected of
said corporation, or such officers and agents as they shall appoint
for the purpose when said corporation shall have been organized,
may, and they are hereby, authorized and empowered to have and to
exercise, in the name and on behalf of the corporation, all the rights
and privileges and corporate powers conferred on said corporation by
this act, and in case the capital stock shall at first be less than the
maximum above provided for, the stockholders may, by a two-thirds
vote in special meeting to be called for the purpose, increase the
capital stock to an amount not exceeding one million dollars, in
which event each person who is a stockholder at the time of such
increase shall be entitled to such proportion of the new stock as the
old stock held by him bears to the original issue: provided he pays
the par value of such new stock: provided, however, that the sub-
scription heretofore made to the stock of the Norfolk safe deposit
and trust company (the name of which has been changed as afore-
said) and the organization thereof, are hereby ratified and con-
firmed.

§ 4. The directors shall be elected annually by the stockholders on
the second Tuesday of January, or as soon thereafter as convenient,
and they shall elect from their number at the first meeting of the
board after their election a president, a cashier, and shall also have
power to elect a vice-president and toappoint and employ such other
officers, clerks and agents and attorneys as the business of said corpora-
tion may from time totime require. All elections shall be by ballot,
and at such elections and at all meetings of the stockholders every
stockholder shall be éntitled to one vote for every share of stock
held by him. Notice of any general or special meeting of the stock-
holders may be given by advertisement for ten days in two news-
papers published in the city of Norfolk, and it shall not be necessary
to state in such advertisement the special business to be transacted
at such meeting, except that mention shall be made in such adver-
tisement that the question of the increase of the capital stock of
said corporation is to be considered at such meeting, before such
meeting shall have power to increase the same. The stockholders
in meeting shall have power to provide for the manner of holding
elections.

§ 5. The board of directors shall have power to declare such divi-
dends or profits of said corporation as they may deem proper: pro-
vided that no dividend shall be declared when the capital would
be thereby impaired.

§ 6. In all cases when application shall be made to any court of this
state for the appointment of any receiver, trustee, curator, administra-
tor, assignee, special commissioner, guardian of any minor or com-
mittee of any lunatic or insane person, it shall] be lawful for such court,
if it shall think fit, to appoint the Norfolk bank for savings and trusts,
with their assent, such receiver, trustee, curator, administrator, as-
signee, special commissioner, guardian or committee, and the accounts
of such corporation in such fiduciary capacity shall be regularly
settled and adjusted asif they were a natural person, and upon such
settlement or adjustment all proper, legal aud customary charges,
costs and expenses shall be allowed to said corporation for their
servicer, care and management in the premises, and the said corpo-
ration, as such receiver, trustee, curator, administrator, executor,
assignee, special commissioner, guardian or committee, shall be sub-
ject to all orders or decrees made by the proper tribunal under the laws
of this state: provided that any oath required by law to be taken in
order for qualification to any of the officers or trusts above
mentioned may be taken by any officer of said company, and the oath
prescribed by law may be so modified as to apply to corporations
instead of individuals.
§ 7. When any court shall appoint the said corporation as receiver,
trustee, curator, administrator, assignee, special commissioner,
guardian or committee, or shall allow their qualification as executor,
or shall order the deposit of money or other valuables of any kind
with said company, the capital stock shall be taken and considered
as the security required by law for the faithful performance of their
duties: provided the said court shall not deem it necessary to re-
quire further security. The corporation court of the city of Norfolk
may, if it deem it necessary at time of any qualification, and from
time to time, examine the officials or employees of this corporation,
or such of them as it sees fit, on oath or affirmation, as to the secu-
rity afforded to those by or for whom the corporation’s engagements
are held; and the expenses of such investigation shall be defrayed
by said corporation.

§ 8. Any curator, executor, administrator, guardian, committee or
other fiduciary or public officer having control of any bonds, stocks,
securities, moneys or other valuables belonging to others, shall be,
and he is hereby, authorized to deposit the same for safe-keeping or
on credit deposit with said corporation.

§ 9. For the better preservation and safe-keeping of such articles
or valuables as may be deposited with them for safe-keeping, this
corporation shall construct, erect, purchase or provide such fire and
burglar-proof building, vaults, iron or composition safes or other
means as may be or become necessary.

§ 10. All taxes due the state of Virginia by this corporation shall
be paid in lawful money of the United States, and not in coupons:
provided that nothing contained in this act shall be construed as
exempting the company doing business hereunder from the opera-
tion of the tax laws of the state for such cases made and provided.

811. The stockholders shall not be personally liable for any debt
or default of said corporation beyond their respective unpaid sub-
scriptions to the stock.

§ 12. The board of directors of said corporation shall have power
to enact and adopt such rules, regulations and by-laws for the man-
agement and government of this corporation as they may deem ad-
vantageous to the interests thereof: provided the same are not con-
trary to law.

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