Chap. 215.—An ACT to incorporate the Richmond trust and safe deposit company.

Approved February 7, 1898.

1. Be it enacted by the general assembly of Virginia, That Joseph E.
Willard, W. Josiah Leake, John Skelton Williams, James W. Allison,
N. W. Bowe, John W. Rothert, William R. Trigg, William Wirt Henry,
Henry I. Cabe NH, Frank A. Davenport, Fred. W. Scott, J. W lian
Middendorf, William F. Cochran, Robert C. Davidson, W. M. Habliston
and James Lewis Anderson, and such other persons as may be hereafter
associated with them, their successors and assigns, be, and they are
hereby, constituted a ‘body politic and corporate by the name of the
Richmond trust and safe deposit company, and by that name shall have
perpetual suecession and a common seal, which they may alter or amend
or renew at their pleasure, and may sue and be sued, implead and he
impleaded, contract and be contracted with, purchase, hold and grant
estates, real and personal, and generally shall have, enjoy and exercise
all the rights, privileges and powers, and shall be subject to all the re-
strictions conferred or imposed by the laws of this state upon corpora-
tions of like character. The principal office of the company shall be in
the citv of Richmond.

2. The capital stock of the said company shall be not less than one
hundred thousand dollars and not more than one million dollars, to be
divided into shares of the par value of one hundred dollars.

3. The above named incorporators, or a majority of them, shall have
power to open books for subscriptions to the capital stock of said com-
pany at such times and places, after ten days’ notice In some newspaper
published in the city of Richmond, Virginia, as they may determine.
and as soon as the minimum amount of capital stock shall have been
subscribed, they may, at any time thereafter, as they may deem best,
call a meeting of the subscribers and organize a company, and elect a
board of directors, consisting of seven, who shall serve until the ensuing
annual election, or until their successors are elected. The number of
the said board may be increased at any time by the stockholders of said
company in general meeting. A general mecting of the stockholders
mav be held at any time upon the call of the board of directors or of
stockholders holding together one-tenth of the capital stock, upon their
giving notice of the time and place of such meeting for ten days in a
newspaper published in the city of Richmond. From time to time the
board of directors may increase the capital stock until the maximum
shall have been issued, but said additional stock shall not be issued at
less than the par value; and in case of any increase, as hercin provided,
the stockholders shall be entitled to a pro rata share of said increase,
upon the payment of the price at which it is to be offered and in accord-
ance with the terms prescribed by the board.

4. The directors shall be elected annually by the stockholders on the
second Wednesday of January in each year, or on the day to which the
stockholders may adjourn, and they shall elect from their number at
the first meeting of the board after their election, as prescribed by the
third section of this act, and after all subsequent elections a president
and a vice-president; and shall also have power to elect a secretary and
treasurer, and to appoint and employ such other oflicers, clerks and
agents as the business of said company may require; and said directors
shall have power to enact and adopt such rules, regulations and by-laws
for the management of the affairs of the company as they may deem
best, and which are not inconsistent with the provisions of this charter.

5. The said company shall have power to receive and hold on de-
posit, and in trust, and as security, estate—real and personal and mixed
—including notes, bonds, obligations of states, companies, corporations,
and individuals, and the same to purchase, collect, adjust, settle, guar-
antee, sell and dispose of, and upon such terms as may be agreed upon
between them and the parties contracting with them.

6. That the said company be, and it is hereby, authorized and em-
powered to accept and execute as fully as a natural person, trusts of
any and every description which may be committed or transferred to it,
by any person or persons whomsoever, bodies corporate or public, upon
such terms as may be agreed upon by and between the said company
and said person, natural or corporate, or by any court in the state of
Virginia, or by the courts of the United States, or of any of the states
or territories thereof, or of the District of Columbia, or by last will and
testament of any natural person; and in all cases when application shall
be made to any court of this state for the appointment of anv receiver,
trustee, assignee, administrator, executor, guardian or committee of a
lunatic, it shall and may be lawful for such court to appoint the said
company such receiver, trustee, assignee, administrator, executor or
guardian or committee of a lunatic, and the accounts of said company
as such receiver, trustee, assignee, administrator, executor, guardian or
committee, shall be-regularly settled before the court making such ap-
pointment, and upon such settlement and adjustment all proper legal

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and customary charges, costs and expenses shall be allowed the said
company for its care and management of the trusts and estate aforesaid,
in accordance with the practice of the court so appointing in the case of
natural persons, when so appointed; and the said company as such re-
ceiver, trustee, assignee, administrator, executor, guardian or committee
shall be subject to all lawful orders or decrees made by the said court,
just as a natural person would be.

7. And when any court shall appoint the said company as receiver,
trustee, administrator, executor, assignee, guardian or committee, or shall
order the deposit of money or other valuables of any kind with said com-
pany, the capital stock as paid in and assets of the company 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 require further security, and shall be absolutely hable in
case of any default whatever. The court, if it deem necessary, may
from time to time appoint suitable persons to investigate the affairs and
management of said company, who shall report to such court the man-
ner in which said investments are made, and the security afforded to
those by or from whom its engagements are held, and the expenses of
such investigation shall be defrayed by said company; or the court
may, if deemed necessary, examine the officers of said company, under
oath or affirmation, as to the security aforesaid.

8. That in case of the dissolution of said company the debts due from
the company as receiver, trustce, assiznee, administrator, executor,
guardian or committee, of any court or courts , shall be preferred i in the
distribution of the assets of suid company.

9. That the said company be, and is hereby, authorized and empow-
ered to receive and to keep on deposit, storage or otherwise, all such
valuables as gold, silver or paper money, bullion, precious metals, jew-
els, plate, certificates of stock, evidences of indebtedness, promissory
nates , contracts, deeds or muniments of title, or other valuable papers
of any kind, or any other article or thing w hatsoever; and take charge
and custody of real and personal estate and securities, and advance
money thereupon on such terms as may be established or approved by
said company. And it may be lawful for any court of this state or
United States court into which moneys, stocks, bonds, or other proper-
ties may be paid or deposited, by agreement of parties, or by order,
judgment or decree of such court, to order and direct the same to be
deposited with said company.

10. Any executor, administrator, or other trustee or receiver, agent or
other public officer, having control of any bonds, stocks, securities,
moneys or other v raluables be longing to others, shall be, and is hereby,
authorized to deposit the same for safe- keeping with said company, and
in all cases in which public officers, municipal or private corporations
may be authorized to deposit moneys, stocks, bonds, or evidences of in-
debtedness, such deposit by such oilicers or corporations may be made
with said company, and for the complete preservation of all articles or
things deposited for safe-keeping, the said company may construct,
erect, purchase or lease, such suitable buildings, and use all other means
which may be or may become necessary, and to maintain and let for
hire, vaults, safes, and like receptacles.
11. That the company is authorized to invest its capital and increment
thereof, money received in trust, on deposit, or otherwise, other thar
such as may be placed with it on safe deposit only under section (preced-
ing) ten, in the funds of the United States, or in any stock or property
whatsoever; and to take, have and hold estate, real, personal or mixed,
obtained with the money aforesaid, or with funds belonging to said com-
pany, and to sell, grant, mortgage, or otherwise encumber, lease, or dis-
pose of the same, and to that end may execute all deeds or other instru-
ments concerning the same, to deal in, and buy and sell on commission,
exchange, foreign or domestic securities, mortgages, lands, certificates
of indebtedness, stocks of incorporated companies, notes, loans, bonds
of the United States, or of any state, city, county, or of any incorpo-
rated company, or of individuals; and to act as agent for any insurance
or other company doing business in this state.

12. That the said company shall have power to act as agent for the
purpose of issuing, registering, transferring, or countersigning certifi-
cates of stocks, bonds, or other evidences of debt, and to receive and
manage any sinking fund of any state, corporation, association, munici-
pality, or public authority, on such terms as may be agreed upon.

13. That the said company shall be, and is hereby, authorized and
empowered to insure the fidelity of persons holding places of trust or
responsibility in this state, or in any of the other states of this union,
or of the District of Columbia, or with any corporation, company, per-
son or persons whatsoever; to indorse for and 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 con-
sidered as sufficient security therefor: provided, on examination of the
officers and affairs of said company or otherwise the court shall be satis-
fied of the sufficiency of said company, and its property and effects
shall be liable as aforesaid; and it shall 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 shall not be authorized by anything in this act
contained to endorse the bond or become the security for the faithful
performance of the duty of any public officer, but the said company
may become security on the bonds of fiduciaries.

14. That the said company is authorized to make, execute, issue and
deliver in the conduct of its business all papers, powers of attorney, re-
celpts, certificates, vouchers, bonds, notes and other contracts and
writings, by and through any officer or agent of the company having
authority to act, either under regulations adopted by the board of directors
or otherwise.

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