Chap. 784.—An ACT to incorporate the Indemnity, trust and loan company o
Richmond.

Approved March 7, 1894.

1. Be it enacted by the general assembly of Virginia, That Law
rence Russell, William Henry Walker, Charles Venable Carrington
Edward Brown Thomason, Edward Henry Kent, John B. Minor
junior, and David N. Walker, junior, and all other persons who shal

ereafter become stockholders in the company hereby incorporated
shall be a body politic by the name and style of the Indemnity, trust
and loan company of Richmond, Virginia, and by that name shall
have perpetual succession, and may contract and be contracted with,
sue and be sued, plead and be impleaded, defend and be defended
in the court of law and equity, and may have a common seal and
may alter and renew the same at pleasure, and shall have, enjoy and
exercise all rights, powers and privileges pertaining to corporate
bodies and necessary for conducting the affairs of this company.

2. The capital stock of said company shall be fifty thousand dol-
lars, and the same may be increased from time to time at an annual
or special meeting, if a majority in interest of the stockholders of
said company so determine, to a sum not exceeding one million of dol-
lars. Such capital shall be divided into shares of one hundred dol-
lars each, and shall be transferable in such manner as shall be pre-
scribed by the by-laws of said company. The corporators, 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
shall have been subscribed, and ten per centum of same shall have
been paid in cash, said company may organize, elect a board of
directors and commence business; and should the capital stock at
any time be increased, the directors may sell shares of such increased
stock, or any part thereof, at such price and upon such terms as they
may deem to be to the best interests of the company: provided 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 and in
accordance with the terms fixed by the board of directors. The
stockholders upon organization may elect five 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 company, when it shall have been organized, may have and ex-
ercise, in the name and behalf of said company, all rights and privi-
leges which are intended to be hereby given. The principal office of
said company shall be in the city of Richmond. All the directors
of the said company shall be citizens of the United States.

3. An annual meeting of the stockholders, at which and at any
other meeting those owning a majority in value of capital stock shall
constitute a quorum, shall be held on such day as may be by them
prescribed in general meeting from time to time, or as may be desig-
nated in the by-laws of the company, at which annual meeting the
board of directors may be chosen. The president and board of di-
rectors may at any time call a general meeting of the stockholders,
and any number of stockholders, owning not less than one-third of
the whole number of shares of the capital stock, may r quire the
president to call such meeting, and on his refusal so to do,may them-
selves call such meeting; in each and every case giving at least fif-
teen days’ notice by publication in one or more of the daily news-
papers published in the city of Richmond.

The directors shall elect from their number, at the first meeting of
the board after their election, a president and vice-president, who
shall hold their offices for the term of one year, and until their suc-
cessors are elected and qualified, and shal] also have the power to
elect a secretary and treasurer, and to appoint and employ such other
officers, clerks, agents, employees and attorneys at law as the busi-
ness of the company from time to time may require.

All elections of directors shall be by ballot, and every stockholder
shall be entitled at their meetings to vote for every share of stock
standing in his or her name upon the books of the company; but no
person shall be eligible as director who is not a stockholder to the
amount of five shares of stock. The president, vice-president and
directors of company shall have power toenact and adopt such rules,
regulations and by-laws for the government and management of the
affairs of said company as they may deem best for the interests
thereof: provided the same be not contrary to the laws of this state
or of the United States. The directors shall have power to require
payment of the amount of stock subscribed to the stock of the cor-
poration at such times and in such proportions as they shall think
proper. No certificate evidencing the ownership of stock shall be
issued to any person until the amount as prescribed by the board of
directors therefor shall have been fully paid in to the company. The
directors shall have power to declare such dividends out of the net
earnings of the said company as they may deem proper: provided
that no dividend shall be declared where the capital stock would be
impaired thereby.

4, The said company is hereby authorized and empowered to re-
ceive deposits of money, securities, bonds, notes and any personal
property from any person or corporation, and the same to purchase,
hold, collect, adjust, settle, sell and dispose of, and upon such terms
as may be agreed upon between it and the parties contracting with
it; and to lend money on real or personal or mixed security, or pur-
chase bonds and mortgages secured by real or personal or mixed
estate within the United States; to guarantee, for valuable considera-
tion, the payment of bonds or notes, or the performance or fulfill-
ment of contracts of corporations or individuals, or to furnish or
receive collateral security for the payment of money or the perform-
ance of contracts, or to sell bonds secured by mortgages or deeds of
trust upon property situated within the United States, and to guar-
antee the payment of the principal and interest of the same, or to act as
agent for the sale of real estate, farms and country lands, both at auc-
tion and privately, but all sales at auction shall be by a regular licensed
auctioneer, or for negotiating loans on the same, or for developing
the farming and mining interests of this state. Thesaidcorporation is
hereby also authorized and empowered to borrow money and execute
its notes for the same; to purchase, hold and convey real and per-
sonal and mixed estate, and to maintain and let for hire, vaults,
safes, boxes and like receptacles designed and adapted for renting
to persons or corporations who desire to have a place of safe deposit
for valuables; and in like manner to purchase, hold and convey all
such other real and personal and mixed property as said company
may acquire in the collection or settlement of its demands orclaims,
or purchase, or take on foreclosure, or enforcement of mortgage; to
act as the fiscal agent of any state, municipality or corporation, and
in such capacity to receive and disburse money and transfer, register
and countersign certificates of stock, bonds or other evidences of in-
debtedness; to act as agent or attorney in leasing, conveying and
managing real and personal and mixed estate, receiving and collecting
rents and other moneys; to examine the titles of real or personal or
mixed estate, and guarantee the validity of the same ; to accept and exe-
cute trusty of any and every description which may be committed or
transferred with its consent to it by any person or persons, bodies cor-
porate or public, or by any court in the state of Virginia, orin any of
the United States, and to act as fiduciary or surety for fiduciaries in the
city of Richmond, and counties of Henrico, Hanover, Goochland,
Chesterfield and Powhatan: provided the said company shal! not in
any case become surety on an official bond of a state or county offi-
cer. The stockholders of this corporation shall not be personally
liable for any loss, debt, contract or obligation of the said company,
except to the extent of any unpaid subscription to the capital stock
of said company.

5. In payment of the subscriptions to the stock of said com-
pany, the board of directors may receive cash, labor, material, and
real and personal estate at a fair valuation, to be agreed upon be-
tween the subscribers and the board of directors.

6. Any other company may hold shares of stock in this company,
and this company may in like manner hold shares of stock in any
other incorporated company or corporation in all respects as if it
were a natural person.

7. The exercise and performance of all powers and duties afore-
said by the said company may be, as to compensation and otherwise,
matters of contract between it and the parties interested.

8. All taxes, debts, dues and demands from the said company ta
the state of Virginia shall be paid in lawful money of the United
States, and not in coupons.

9. This act shall be subject to amendment or appeal, at the pleasure
of the general assembly of Virginia, and shall be subject to all the
restrictions and limitations of the statutes of this state, except such
as are in conflict with this act.

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