Chap. 649.—An ACT to incorporate the city trust company of Newport News.

/ Approved March 6, 1900.

1. Be it enacted by the general assembly of Virginia, That J. W. Elhott,
IL. P Stearnes, Robert P. Orr, D. M. Ausley, John G. Livezey, George R.
Dabney, George Nelms Wise, W. J. Nelms, and such other persons as are
now or may he hereafter associated with them, their successors and as-
signs, be,and they are hereby, constituted a body politic and corporate, by
the name of the city trust company, and hv that name shall have perpet-_
ual succession and a common seal, which thev may alter, amend, or renew
at their pleasure, and may sue and be sued, plead and be impleaded, con-
tract, and be contracted with, purchase, sell, hold, take, grant, and con-
vey assets, real, personal, and mixed; carry on a general banking busi-
ness, and have and exercise all the powers and privileges necessary for,
or incident thereto, and generally have, enjov, and exercise all the
rights, privileges, and powers, and be subject to all restrictions conferred
or imposed by the laws of this state, especially the provisions of chapter
688 ACTS OF ASSEMBLY.

forty-eight of the code of Virginia, edition of eighteen hundred and
eighty-seven, and other chapters applicable thereto, and any amend-
ments thereof, on corporations of like character.

2. The said company shall be, and is hereby, authorized and empow-
ered to lend out its capital, and the accretion thereof, money received
in trust, on deposit or otherwise, other than such as may be placed with
it on safe deposit only, under sections eleven and twelve, to be repaid on
partial payments or otherwise.

3. The principal office of this company shall be kept in the city of
Newport News, Virginia. This company shall have a right to charge a
reasonable compensation for any and all services rendered by virtue of
the powers and privileges conferred upon it by this act.

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

5. The above-named incorporators, or a majority of them, shall have
power to open books for subscriptions to the capital stock of this com-
pany at such times and places, after ten days’ notice in some newspaper
published in the city of Newport News, Virginia, as they may determine;
and as soon as the minimum amount of capital stock has been sub-
scribed, they may, at such time thereafter as they shall deem best, call
a meeting of the subscribers, and organize the company and elect a
board of directors, which shall consist of the above-named incorporators,
or a majority of them, who shall serve until the ensuing annual election
or until their successors are elected. The number of members of the
said board shall be eleven, but may be increased or decreased at any time
by the stockholders in general meeting. A general meeting of the
stockholders may 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 davs in a newspaper published in the city of Newport News,
Virginia. The regular annual meetings shall be held as provided by the
by-laws.

6. The directors shall be elected annually by the stockholders at
their regular annual meeting, or on some date to which said regular
meeting has been adjourned. The board of directors shall elect from
their number, at the first meeting after their election, unless such
meeting shall adjourn, and then at such adjourned meeting, a president
and vice-president, and they shall have the power to elect a
secretary and treasurer and cashier, and to appoint and employ
such oificers, clerks, agents, and attorneys as the business of said
company may require, whose selection and appointment is not otherwise
provided for by the by-laws. The board of directors shall have power
to enact and adopt all such rules, regulations, ordinances, and by-laws
for the management of the affairs of the company as they shall deem
best: provided, thev be not inconsistent with the provisions of this
charter or the constitution of this state, or of the United States. They
shall have the right to select from their number five members as an
executive committee, who shall have and exercise all such powers and
perform all such duties as the by-laws may prescribe.

e
7. The company shall have power to take, receive, and hold on
deposit, in trust as security or otherwise, estate—real, personal, and
mixed—notes, bonds, securities, and obligations of states, companies,
corporations, and individuals, valuables of all kinds, jewels, bullion,
plate, coin, precious metals, certificates of stock, deeds, muniments of
title, and valuable papers of all sorts. It shall also have the power to
purchase, collect, adjust, settle, guarantee, sell, and dispose of, upon
such terms and conditions as may be agreed upon between it and the
parties contracting with it, real estate, ground rents, notes, bonds,
securities, valuables, evidences of debt, and all other things and com-
modities whatsoever, which it shall see fit to deal in or handle.

§. 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 politic, 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 anv natural person; and in all cases when application
shall be made to any court of this state for the appointment of any
receiver, trustee, assignee, administrator, executor, guardian, or com-
mittee of a lunatic, it shall, and may be lawful for such court to appoint
the said company as such receiver, trustee, assignee, administrator,
executor, guardian, or committee of a lunatic and the accounts of said
company as such receiver, trustee, assignee, administrator, executor,
guardian, or committee of a lunatic shall be regularly settled before
the court making such appointment. All proper, legal, and customary
charges, costs, and expenses shall be allowed the said company for its
care and management of the trusts and estates aforesaid, or any or
either of them. The said company, as such receiver, 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.

9. 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 otlier valuables of any kind with said company,
the capital stock as paid in, and the assets of the company, shall be
taken and considered as the security required by law for the faithful
performance of its duties, and shall he absolutely liable in case of any
default whatever. The court, if it deem necessary, may from time to
time appoint suitable person to investigate the affairs and management
of said company, who shall report to such court, and the expenses of
such investigation shall be defrayed bv said company; or the court may,
if deemed necessary, examine the officers of said company under oath
or affirmation as to the security aforesaid.

10. That in case of the dissolution of said company, the debts due
by it as receiver, trustee, assignee, administrator, executor, guardian or
committee, shall be preferred in the distribution of the assets of said
company.

11. That the said company be, and is hereby, authorized and em-
powered to receive and to keep on deposit, storage, or otherwise, all
valuables, gold, silver, or paper money, bullion and previous metals,
jewels, plate, certificates of stock, evidences of indebtedness, promissory
notes, contracts, deeds, or muniments of title, or other valuable papers
of any kind, or any other article or thing whatsoever, and may take
charge and custody of real and personal estate and securities, and
advance money thereon, on such terms as to it may seem proper. It
shall be lawful for any court of this state, or United States court, into
which money, stocks, bonds, or other properties may be paid or de-
posited, by agreement of parties, or by order, judgment, or decree of
such courts to order and direct the same to be deposited with said
company.

12. Any executor, administrator, trustee, or receiver, agent, or public
officer having control of any bonds, stocks, securities, moneys, or other
valuables belonging 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 are author-
ized to deposit moneys, stocks, bonds, or evidences of indebtedness,
such deposit by any such officers 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, pur-
chase, or lease a suitable building, and use all other means which may
or may become necessary, and may maintain and let for hire vaults,
safes, and like receptacles, and charge a reasonable compensation there-
for.

13. That the company is authorized to invest its capital and the incre-
ment thereof, money received in trust, on deposit or otherwise, other
than such as may be placed with it on safe deposit only, under sections
(preceding) eleven and twelve, in the funds of the United States, or in
any stock or property whatsoever, and may take, have, hold, and sell
estate—real, personal, or mixed—obtained with the money aforesaid,
or with funds belonging to said company, and may sell, grant, mortgage,
or otherwise encumber, lease or dispose of the same, and to that end
may execute all deeds or other instruments concerning the same; may
deal in 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 any
incorporated company, or of individuals, and may act for insurance or
other companies doing business in this state; and may borrow and lend
money, make and execute bonds, notes, and evidences of debt, draw and
sell bills of exchange, and make, execute, and deliver all papers, con-
veyances, instruments, and obligations as shall be necessary for the con-
duct of its business as a trust company and banking institution.

14. 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 evidences of debt, and may receive and manage
any sinking fund of any state, corporation, association, municipality,
or public authority on such terms as may be agreed upon.

15. 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 any of the other states or territories of

le
this union, or of the District of Columbia, or with any corporation,
company, person or persons whatsoever; to endorse for and enter se-
curity, or become the security for the faithful performance of any trust,
duty, contract, or agreement; go upon any bond for appeal, or on 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 sufficient security therefor; 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 any-
thing 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.

16. This company shall have the right to conduct the business of a
trust company in all its branches, and to have and exercise all the
powers and privileges incident thereto, and necessary therefor. It may
buy, sell, make, draw, discount, or negotiate promissory notes, drafts,
bills of exchange, bonds and other evidences of debt, upon such terms as
to it shall seem proper. The said company is hereby authorized and
empowered to lend out its capital stock and the accretion thereof, money
received in trust, on deposit or otherwise, other than such as may be
placed with it on safe deposit only, under sections eleven and twelve of
this act, on such security as said company may determine, and may
fix, by its by-laws, the premiums or bonus at which it will dispose of
the money in its treasury. The said company is authorized to charge
and receive, in advance or in instalments, said premium or bonus, to-
gether with legal interest on loans.

17. It shall have the right to guarantee the title to property, either
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. This company shall also have the power to purchase
and hold the stock or bonds of any other corporation, whether of a
kindred nature or otherwise, and to purchase, or otherwise acquire,
by consolidation or otherwise, the charter and franchise of any other
corporation. And the said company may dispose of its. franchises
or consolidate with anv other company; and any other corporation here-
tofore chartered, or that may be chartered hereafter, is hereby author-
ized to consolidate with this company upon such terms as may be agreed.

18. Any oath prescribed by law, which is to be taken bv this cor-
poration, or any officer thereof, may be so modified by the person
administering the same as to make it apply to this corporation and its
officers, instead of to individuals.

19. It shall have the right to receive deposits from minors, and open
accounts with them in their own name; and when any deposit shall be
made in the name of any minor, this company may deal with such
minor in reference thereto as though he or she were sui juris; a pay-
ment made to such, or his or her receipt or acquittance, or his or her
check drawn against such deposit, shall be valid and sufficient release
and discharge to such corporation for such deposit, and any interest
thereon, or any part thereof.

20. Notice of any general or special meeting of stockholders may
be given by advertisement for ten davs in one newspaper published in
the city of Newport News, and it shall not be necessary to state in
such advertisement the special business to be transacted at such meeting.

21. The board of directors shall have power to declare such divi-
dends or profits from the earnings of said corporation as they mav
deem proper: provided, that no dividend shall he declared which would
impair the capital stock. For the purpose of taxation this company
shall he regarded and construed to be a company or association and
assessed under the requirements of chapter six hundred and thirty-
three of acts of assembly of Virginia, cighteen hundred and ninety-
three and eighteen hundred and nincty-four, and acts heretofore passed
aiendatory thereof.

22. The company is herehv authorized and empowered, through such
officers as may be designated bv the by-laws as the proper officers there-
for, to make, sign, execute, and deliver all necessary powers of attornev,
or otber papers or writings, to enable said company to make appear-
ances, execute bonds, notes, obligations, and writings obligatory, when
it shall see fit so to do, through such person or corporation as mav
be designated and selected for such purpose bv the president or such
other officer as may be given power so to do by the by-laws of this
company.

23. All taxes and other demands due the state bv said company
shall be paid in Jawful monev of the United States, and not in coupons.

24+. All acts and parts of acts inconsistent herewith are hereby re-
pealed.

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

ww