Chap. 874.—An ACT to incorporate the Petersburg development and loan
company.

Approved March 6, 1900.

1. Be it enacted bv the general assembly of Virginia, That Charles
Hall Davis, E. P. Goodwyn, L. I. Badger, R. H. Mann, junior, James
Weddell, Arthur Kvle Davis, E. Eigenbrun, KE. C. Kent, M. C. Jackson,
J.B. Strachan, junior, John Watson, A. Friend, junior, Broocks Rogers.
C. C. Allev, William Budd, R. D. Budd, E. H. Prichett, J. Beverly Har-
rison, James FE. Cuthbert, L. A. Rosenstock, R. E. Lunsford, W. Gordon
McCahe, junior, H. W. Talley. L. C. Hughlett, James P. Banks, J. K.
Pannill, J. McS. Buchanan, James W. Cocke, R. L. Watson, junior.
William S. Young, H. P. Stratton, Charles L. Morris, George A. Bow-
man, R. G. Morton, or such of them as may accept the provisions of this
charter, their associates and successors, be, and they are hereby, consti-
tuted and made a hody politic and corporate by the name and style of
the Petersburg development and loan company, and bv that name and
style shall be known in law, and shall have perpetual succession, and
have power to sue and he sued, plead and be impleaded, defend and be
defended, contract and be contracted with, purchase, hold, and grant
estates, real and personal. make and have a common seal, and alter
and renew the same at pleasure, and generally have, enjoy, and exercise
all the rights, privileges and powers pertaining to this act, and mav
make hv-Jaws. rules, and regulations consistent with the existing laws
of the state and with the provisions of this act for the government of all
under its authority, the management of its estates and properties, and
the due and orderly conduct of its affairs.
2. The capital stock of the said corporation shall be not less than
twenty-five thousand dollars, nor more than three hundred thousand
dollars, and the incorporators named in this act, or any five of them,
shall have power to open books for subscription at such times and
places as they may deem expedient, and when the minimum amount of
capital stock shall have been subscribed, and when one per centum
thereof shall have been paid in, the stockholders may elect not less
than five nor more than nine directors, to serve until the ensuing annual
election, or until their successors have been duly elected and qualified,
and the directors so elected, or such oflicers or 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.

3. The stock of the said corporation shall be divided into shares
of the par value of five hundred dollars each, payable in such instal-
ments and upon such conditions as the by-laws may prescribe, but the
by-laws may provide conditions for the payment of all or any part
thereof in advance, and may, if deemed expedient, limit the number
of shares which each stockholder may hold at one time, and the said
corporation shall have the power to compel the punctual performance
of all duties to the corporation and to enforce the pavment of all
instalments upon its stock and of other dues to the corporation by all
parties subscribing to its stock or borrowing money under its con-
tracts in pursuance of its charter and by-laws by such fines, forfeitures,
rules, and regulations as the stockholders may, from time to time,
provide in the by-laws; and it shall be lawful for the said corporation,
through its proper officers, to transfer shares on the books of the cor-
poration without any liability on the assignor for any instalments or
payments thereon accruing after the date of each transfer: provided,
all transfers shall be subject to such rules, regulations, and fees as
the charter and by-laws mav prescribe.

4. Each stockholder shall be entitled to one vote for each share of
stock which may stand in his name and on the books of the companv
at any meeting of the stockholders, whether general or special: pro-
vided, that the instalments on the stock have been paid for up to the
time of such meeting, and no one shall he elegible as president. vice-
president or director of the corporation who is not a bona fide owner in
his own right of one or more shares of stock, and upon his ceasing to
hold in his own right stock in the company it shall be duty of the
board of directors to declare his office vacant and to fill the vacancy.

5. After the minimum amount of stock shall have been subscribed.
any person or persons applving for other stock in the said company ma~«
be required to pay for such stock such price as may, from time to time
be fixed by the board of directors: provided, that none of the stock of
the corporation shall be sold at less than one hundred cents on the
dollar.

6. The said corporation shall have power to make loans to members
of the corporation, or others, and mav receive as security for the loans
to members their shares of stock in the said corporation, and may take
deeds of trust or mortgages or any real, personal, or collateral security,
conditioned for the repayment of the loan or the advances in such in-
stalments or on such terms as may be agreed on not contrary to the
veneral laws of this state: provided, that in case of such hypothecation
of stock in the said company no greater sum of money shall be loaned
on the said stock than has already been paid in on the said share or
shares of stock at the time of such hypothecation, and should the loans
for which said stock is hypothecated not be paid at maturity, it shall
he lawful for the said corporation, if deemed advisable, to purchase and
own the said stock for the mutual benefit of all its stockholders, and
when any such stock shall be purchased by the said corporation, the
same may be either cancelled or resold to other parties by the said cor-
poration, as the board of directors may deem best, and the proceeds
of such sale, should the stock be sold to other parties, to become @
part of the capital stock of the said corporation.

7. The said corporation shall have power to receive and keep on
deposit all such valuables, gold, silver, or paper money, bullion, precious
metals, jewels, plate, certificates of stock or other evidences of indebted-
ness, deeds or muniments of title or other valuable papers of any kind
or any other article or thing whatsoever that may be left or deposited
with them for safe-keeping, and to charge such commissions or com-
pensation therefor as may be agreed upon or may be proper, and gen-
erally to transact and perform any and all business relating to such
deposit and safe-keeping or preservation of all such articles or valuables
as may be deposited with them as aforesaid. It shall have the power to
buy, sell, make, draw, discount, or negotiate promissory notes, drafts,
bills of exchange, bonds, and other evidences of debt, to receive deposits,
to buy and sell exchange, coin and bullion, to loan money and to take
security, real or personal, therefor. It shall further have the power to
recelve deposits from minors and to open accounts with them in their
naie, 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 said minor were sui juris, and payments made to such minors
on 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 interest thereon or any part thereof:
provided, that nothing herein shall be construed as authorizing anv
cuardian to deposit with such corporation in the name of any such
minor any money or funds entrusted to such guardian in his fiduciary
capacity.

8. In all cases when application shall be made to any court of this
state for the appointment of any receiver, trustee, curator, adminis-
trator, assignee, special commissioner, guardian of any minor, or com-
mittee of anv lunatic or insane person, it shall be lawful for such court,
if it shall think fit. to appoint the Petersburg development and loan
company, of the city of Pctersburg, Virginia, with their assent, such
receiver, trustee, curator, administrator, assignee, special commissioner,
guardian or committee. and the accounts of such corporation, in such
fiduciary capacity, shall be regularly settled and adjusted as if thev
were a natural person, and upon such settlement or adjustment all
proper legal and customary charges, costs, and expenses shall he allowed
to such corporation for their services, care, and management in the
premises, and the said corporation, as such receiver, trustee, curator,
administrator, executor, assignee, special commissioner, guardian or
committee, shall be subject 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 offices 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 corpora-
tions instead of to individuals. When any court shall appoint the
said corporation as receiver, trustee, curator, administrator, assignee,
special commissioner, guardian or committee, or shall allow their quali-
fication 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 con-
sidered as the security required by law for the faithful performance of
their duties: provided, the court shall not deem it necessary to require
further security. The hustings court of the city of Petersburg 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 security afforded to those
by or for whom the corporation’s engagements are held, and the ex-
pense of such investigation shall be defrayed by such corporation. Any
curator, executor, administrator, guardian, committee or other fiduciarv
or public officer having control of any bonds, stocks, securities, moneys,
or other valuables belonging to others shall be, and he is hereby, author-
ized to deposit the same for safe-keeping or on credit deposit with said
corporation.

9. The said corporation is authorized and empowered 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 anv person or persons
whomsoever, bodies corporate or politic, or such as are contemplated
by this charter, upon such terms as may be agreed upon by and between
the said company and the said person, natural or corporate, or as may
be allowed by any court having jurisdiction over the subject. It may
invest its capital and increment thereof, money received in trust, or
deposit, or otherwise, other than such as mav be placed with it on safe
deposit only, in the funds of the United States, or in any stock o1
property whatsoever, and may take, have, and hold estate, real, per.
sonal, or mixed, obtained with the monev aforesaid, or with fund:
belonging to said company, and may sell, grant, mortgage, or otherwis«
encumher, lease, or dispose of the same, and to that end may exccute
all deeds or other instruments concerning the same, mav deal in anc
buy and sell’on commission, exchange, foreign, or domestic securities
mortgages on lands, certificates of indebtedness. stocks of incorporater
companies, notes, loans, bonds of the United States, or of any state
city, county or any incorporated company or of individuals, and ma’
act as agent for any insurance company doing business in this state. I
shall have the power to borrow money and to issue therefor its cer
tificates of debt or obligation, and to secure the same as mav be agree
upon, by depositing in the hands of the lender notes, bonds, stocks
or other securities as collateral, or in such other manner as it mav deen
best. It shal] also have power to act as agent for the purpose of issuing
registering, transferring, or countersigning certificates of stock, bond:
or other evidences of debt, and to receive and manage any sinking fun
of any state, corporation, association, municipality, or public authorit)
on such terms as may be agreed upon.

10. The said company shall be, and is hereby, authorized and em
powered to insure the fidelity of persons holding places of trust o
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
person or persons whatsoever; to endorse for and enter security 0
become the security for the faithful performance of any trust, duty
contract or agreement; to go upon any bond for appeal, or to go upot
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 b
taken and considered as sufficient security therefor: provided, on ex
amination of the officers and affairs of the company or otherwise the
court shall be satisfied of the sufficiency of said company, and its prop.
erty 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 become responsible, and to enforce any
bonds, 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.

11. The said company is authorized to make, execute, issue, and
deliver in the conduct of its business all papers, powers of attorney,
receipts, certificates, vouchers, bonds, notes, and other contracts and
writings, by and through any officer or agent of the company having
suthority to act, either under regulations adopted by the board of
lirectors or otherwise. The said company may loan money on real
tate, taking therefor mortgages or deeds of trust to secure the said
eans, and may execute its debentures or other evidences of debt con-
tituting a first lien upon the said mortgages or deeds of trust so held
yy it, such debentures or other evidences of debt to be of such denomi-
ition and to bear such interest as may be agreed upon by its board
f directors, and may sell the said debentures or other evidences of
lebt so secured by the said mortgages to any persons, natural or arti-
ial, who may wish to purchase the same under such restrictions as
nay be decided upon by the board of directors. The said company may,
« the vote of a majority of its stock, decide that no dividends shall
e paid upon the said stock for such period of time as said stockholders
vay desire, but that the earnings of said stock shall be held by the
aid company as a surplus fund for the equal pro rata benefit of all
he stockholders, and such surplus fund shall be handled and operated
\ the board of directors as if the same were additional stock, except
nat at such time as the stockholders may decide, the said surplus
ay be divided up and apportioned among the said stockholders. In
ie absence of anv action by the stockholders, the board of directors
ay declare such dividends or profits of said corporation as they mav
ecm proper: provided, that no dividend shall be declared when the
upital would be thereby impaired. It is further authorized to buy,
hold, sell, or otherwise dispose of and handle the stocks and bonds
of any and all other corporations, and the stocks, bonds, debentures and
other evidences of debt of this corporation may be held by any other
corporation or person, natural or artificial. The said company may also
guarantee or underwrite the stocks, bonds, or other evidences of debt
of any other corporation or of any person, natural or artificial, as may be
deemed advisable by its board of directors, and may receive such com-
missions and charges for so doing as may be agreed upon by the person
or corporation whose stock, bonds, or other evidences of debt are so
guaranteed.

12. The said company shall have power to execute mortgages and
deeds of trust upon its property, real and personal, of every kind and
description, and to sell the bonds or other evidences of debt secured
thereby upon such terms and conditions as the board of directors may
deem advisable, or said company may guarantee or prefer such portions
of its capital stock as the stockholders may deem expedient, and the
stockholders may prescribe that such preferred stock and dividends
thereon shall be and remain a first claim after the payment of the
indebtedness of the company on such portions of the company’s prop-
erty as may be specified.

13. All taxes and demands due the state of Virginia shall be paid in
lawful money of the United States, and not in coupons.

14, After the minimum capital stock has been subscribed the said
stockholders by a majority vote may increase the capital stock of the
said company to such extent as they may see fit: provided, the same
does not exceed the maximum capital stock provided in its charter.
The stockholders shall also have authority to change the name of
the company by a majority vote: provided, that notice of such change
be filed in the office of the secretary of the commonwealth within ten
days from the date such change is voted for. The principal office of
the company shall be in the city of Petersburg, Virginia.

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