Chap. 113.—An ACT to incorporate Virginia Savings Bank and Trust Company.
Approved March 4, 1902.

1. Be it enacted by the general assembly of Virginia, That James W.
Hunter, William C. Whittle, William Byrd Page, Benjamin P. Loyal],
Southgate Leigh, Robert P. Voight, John L. Roper, Thomas S. South-
gate, R. Henry Jones, Leroy W. Davis, S. Q. Collins, David F. Watt,
Robert F. Baldwin, S. S. Nottingham, Frank Hitch, Theodore S. Gar-
nett, Ralph Margolius, and Walter H. Taylor, or such of them as may
accept the provisions of this act, their successors and assigns, and all
other persons who may hereafter become stockholders in this company,
be, and they are hereby, constituted a body politic and corporate by the
name of Virginia Savings Bank and Trust Company, and by that name
shall have perpetual succession and a common seal, which they may alter
or amend or renew at their pleasure, and may sue and be sued, plead and
be impleaded, contract and be contracted with, purchase, sell, hold, take,
grant, and convey estates, real and personal.

2. The capital stock of said company shall not be less than fifty thou-
sand dollars nor more than one hundred thousand dollars, to be divided
into shares of the par value of one hundred dollars each, and the above
named incorporators, or a majority of them, shall have power to open
books for subscriptions to the capital stock of this company at such times
and places and with or without public notice as they may determine, and
as soon as the minimum amount of capital stock has been subscribed they
may, at such time thereafter as they shall deem best, organize as a com-
pany and elect a board of directors, who shall serve until the ensuing
annual election, or until their successors are elected. All elections shall
be by ballot, and at all meetings of the stockholders every stockholder
shall be entitled to one vote for every share of stock held by him. The
number of members of the said board shall be twenty, but may be in-
creased or decreased at any time by the stockholders in general meeting.
General meetings 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. ‘The regular annual meetings shall be held at
a time provided by the by-laws. Notice of the time and place of all gen-
eral meetings of the stockholders, whether special or annual, may be given
by advertisement for ten days in a newspaper published in the city of
Norfolk, Virginia, but it shall not be necessary to state in such advertise-
ment the special business to be transacted at such meeting.
3. The directors shall be elected annually by the stockholders at their
regular annual meetings, or on some day to which said regular meeting
has been adjourned. The board of directors shall elect from their num-
ber at the first meeting after their election, unless such meeting shall ad-
journ, and then at such adjourned meeting, a president, cashier, and vice-
president or vice-presidents, and they shall have the power to elect 2
secretary and treasurer, and to appoint and employ such officers,
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 they be not
inconsistent with the provisions of this charter nor contrary to law.
They shall have the right to select from their number an executive com-
mittee, who shall have and exercise all such powers and perform all such
duties as the by-laws may prescribe.

+. The principal office of this company shall be in the city of Norfolk,
Virginia.

0. This company shall have power to carry on the business of
banking in all of its branches, and to exercise all such incidental powers
as may be necessary thereto, whether by buying, selling, making, draw-
ing, discounting, or negotiating promissory notes, drafts, bills of ex-
change, bonds, and other evidences of debt; by receiving deposits, by buy-
ing and selling exchange, coin, and bullion; by loaning money, taking
security, real or personal, therefor, or otherwise. And it shall have and
exercise all the powers and privileges, and be subject to all the restric-
tions conferred or imposed by the laws of this State, especially the pro-
visions of chapter forty-eight of the Code of Virginia, edition of eighteen
hundred and eighty-seven, and any amendments thereof, on corpora-
tions of like character.

6. The said company shall have power 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 company 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 suffi-
cent release and discharge to such company for such deposit, and anv
interest thereon or any part thereof, provided that nothing contained
herein shall be construed as authorizing any guardian to deposit with
such company, in the name of such minor, any money or funds intrusted
to such guardian in his fiduciary capacity.

7. The said company is hereby authorized and empowered to accept
and execute, as fully as a natural person, trusts of any and every descrip-
tion which may be committed or transferred to it by any person or persons
whomsoever, co-partnership, bodies, corporate or politic, upon such terms
as may be agreed upon by and between the said company and the said
person, natural or corporate, or said co-partnership, 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 any re-
ceiver, trustee, curator, assignee, special commissioner, administrator,
executor, guardian, or committee of a lunatic, it shall and may be lawful
for such court to appoint the said company as such receiver, trustee,
curator, assignee, special commissioner, administrator, executor, guard-
ian, or committee of a lunatic, and the accounts of said company as such
receiver, trustee, curator, assignee, special commissioner, administrator,
executor, guardian, or committee of a lunatic shall be regularly settled as
if it were a natural person. 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 as aforesaid, or any or either of
them. The said company, as such receiver, trustee, curator, assignee,
special commissioner, administrator, executor, guardian, or committee,
shall be subject to all lawful orders or decrees made by the proper tribunal
just as a natural person would be.

8. When any court shall appoint the said company as receiver, trustee,
curator, assignee, special commissioner, administrator, executor, guard-
ian, or committee, or shall order the deposit of money or other 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 re-
quired by law for the faithful performance of its duties: provided, the said
court shall not deem it necessary to require further security. Such court,
if it deem necessary, may, from time to time, appoint suitable persons to
investigate the affairs and management of said company, who shall re-
port to such court, and the expenses of such investigation shall be de
frayed 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. And any oath required by law to be taken in order for quali-
fication to any of the offices or trusts which may be filled or performed
by this company may be taken by any officer of this company, and the
oath prescribed by law may be so modified as to make it apply to this
company or its officers instead of to individuals.

9. Any curator, executor, administrator, guardian, committee, trustee,
or other fiduciary of any State, municipal, or county officer or other pub-
lic 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 sama for safe kceping or on credit deposit with said company.
Yor the better preservation and safe keeping of such articles or valuables
as may be deposited with them for safe keeping, this company mav con-
struct, erect, purchase, or provide such fire or burglar-proof building
vaults, iron or composition safes, or other means as may be or become
necessary.

10. ‘The company shall have power to take, receive, and hold on de-
posit, in trust, as security or otherwise, estate, real, personal, and mixed,
notes, bonds, securities, and obligations of States, counties, cities, com-
panies, corporations, and individuals, valuables of all kinds, jewels, bul-
lion, plate, coin, precious metals, certificates of stock, deeds, muniments
of title, and valuable papers of all sorts, and to charge, take, and receive
a reasonable compensation therefor. It shall also have the power to pur-
chase, 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, notes, bonds, securities, valuables, evidences of debt,
stock, and all other things and commodities whatsoever which it shall
see fit to deal in or handle. And it shall have power to accept and exe-
cute trusts for married women in respect to their separate estate, whether
real or personal, and to act as agents for them in respect to the manage-
ment thereof. And it may act as agent for the purpose of issuing, regis-
tering, or countersigning the certificates of stocks, bonds, or other evi-
dences of debt of any corporation, association, municipality, county,
State, or public authority on such terms as may be agreed on, and may
receive and manage any sinking fund of any State, county, municipality,
corporation, or association.

11. The said company is hereby authorized and empowered to receive
and keep on deposit, storage or otherwise, all valuables, gold, silver, or
paper money, bullion and precious 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 it may deem proper. It shall 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 in by agreement of parties, or by order,
judgment, or decree of such courts, to order and direct the same to be de-
posited with said company.

12. The said company is authorized and empowered to insure the fidel-
ity of persons holding places of trust or responsibility in this State, or
any of the other States of this Union, or of the District of Columbia, or
with any corporation, company, person, or persons whatsoever; to en-
dorse for and enter security, or become the security for the faithful per-
formance 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:
provided, on examination of the officers and affairs of the said company,
or otherwise, the court shall be satisfied of the sufficiency of said com-
pany; and it shall be lawful for the said company to stipulate and pro-
vide for indemnity from the parties aforesaid, for whom it shall so be-
come responsible, and to enforce any bond, contract, agreement, pledge,
or security made or given for the purpose.

13. The company is authorized to invest its capital and the increment
thereof, money received in trust, on deposit, or otherwise, other than such
as may be placed with it on safe deposit only 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 afore-
said or with funds belonging to said company, or may sell, grant, mort-
gage, or otherwiseeencumber, 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, cerun-
cates of indebtedness, stocks of incorporated companies, notes, loans,
bonds of the United States, or of any State, city, county, or any imcor-
porated company, or of individuals, and may act for insurance or other
companies doing business in this State.

14. 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 ex-
change, bonds, and other evidences of debt upon such terms as to it shall
deem proper. And it may borrow money and issue therefor its certificates
of debt or obligation, and to secure the same; may deposit in the hands
of the lender notes, bonds, stocks, or other securities as collateral, or in
such other manner as it may deem best.

15. It shall have the right to guarantee the title to property, real or
personal, the punctual performance of contracts, the payment and collec-
tion of promissory notes, bills of exchange, bonds, and other evidences
of debt, deeds of trust, mortgages, accounts, claims, rents, and annuities.

16. The said company shall have power 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 subject.

17. All taxes due the State of Virginia by this company shall be paid
in lawful money of the United States, and not in coupons; and nothing
in this act contained shall be construed to exempt this company from the
operation of tax-laws of the State of Virginia for such cases made and
provided, and the stockholders hereof shall not be personally liable for
any debt or default of this company beyond their respective unpaid sub-
scriptions to its capital stock.

18. The board of directors shall have power to declare such dividends
or profits from the earnings of said company as they may deem proper:
provided, that no dividend shall be declared which would impair the
capital stock.

19. The company is hereby authorized and empowered, through such
officers as may be designated by the by-laws as the proper officers therefor,
to make, sign, execute, and deliver all necessary powers of attorney, ot
other papers of writing, to enable said company to make appearances.
execute bonds, notes, obligations, and writings obligatory when it shall
see fit so to do through such person or corporation as may be desig:
nated and selected for such purpose by the president or such other office
as may be given power so to do by the by-laws of this company.

20. This act shall be in force from this passage.