Chap. 253.—An ACT to incorporate Virginia-Carolina Trust Company.

Approved March 25, 1902.

1. Be it enacted by the general assembly of Virginia, That Joseph W
Keen, James H. Dawes, George M. Bunting, Joseph W. Perry, Hugl
M. Kerr, Tench F. Tilghman, Alan G. Burrow, Ebenezer Black, and W
Dorsey Pender, and such other persons as may be hereafter associate:
with them, their successors and assigns, be, and they are hereby, consti
tuted a body politic and corporate by the name of the Virginia-Carolins
Trust Company, and by that name shall have perpetual succession and :
common seal, which they may alter or amend or renew at their pleasure
and may sue and be sued, implead and be impleaded, contract and b
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 restrictions conferred or im
posed by the laws of this State upon corporations of like character. Th
principal office of the company shall be in the city of Norfolk.

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

3. The above named incorporators, or a majority of them, shall hav
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 newspape
published in the city of Norfolk, Virginia, as they may determine
and as soon as the minimum amount of the capital stock shall have bee
subscribed, they may at any time thereafter, as they may deem best, cal
a meeting of the subscribers and organize a company and elect a boar
of directors, consisting of seven, who shall serve until the ensuing annua
election, or until their successors are elected. The number of the sai
board may be increased at any time by the stockholders of said compan
in general meeting. A general meeting of the stockholders may be hel
at any time upon the call of the board of directors or of stockholder
holding together one-tenth of the capital stock, upon their giving notic
of the time and place of such meeting for ten days in a newspaper pub-
lished in the city of Norfolk. From time to time the board of directors
may increase the capital stock until the maximum shall have been
leened, but said additional stock shall not be issued at less than the par
value.

4. The directors shall be elected annually by the stockholders on the
second Wednesday 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 ap-
point and employ such other officers, 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 deposit,
and in trust, and as security, estate—real and personal and mixed—in-
cluding notes, bonds, obligations of States, companies, corporations, and
individuals, and the same to purchase, collect, adjust, settle, guarantee,
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 the 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 receiver, trustee,
assignee, administr«tor, 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 re-
ceiver, trustee, assignee, administrator, executor, guardian, or commit-
tee shall be regularly settled before the court making such appointment,
and upon such settlement and adjustment all proper legal 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 per-
sons when so appointed ; and the said company, as such receiver, trustee,
assignee, administrator, executor, guardian, or committee, shall be sub-
ject to all lawful orders or decrees made by the said court, just as a
natural person would be, and no security shall be required of said com-
pany so appointed unless the court shall so order.

7. And when any court shall appoint the said company as receiver.
trustee, administrator, executor, assignee, 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 assets of the company shall be taken and
considered as the security required by law for the faithful performance
of their duties, and shall be liable in case of any default whatever: pro-
vided, the said court shall not deem it necessary to require further securi-
ties. The court, if it deem necessary, may, from time to time, appoint
suitable persons to investigate the affairs and management of said com-
pany, who shall report to such court the manner in which said invest-
ments are made, and the security afforded to those by or for whom its
engagements are held, and the expenses of such investigation shall be
defrayed by said company; or the court may, if deemed necessary, ex-
amine the officers of said company, under oath or affirmation, as to the
security aforesaid.

8. That the said company be, and is hereby, authorized and empowered
to receive and to keep on deposit, storage or otherwise, all such valuables
as gold, silver, or paper money, bullion, precious metals, jewels, plate,
certificates of stock, evidences of indebtedness, promissory notes, con-
tracts, deeds, or muniments of title, or other valuable papers of any kind,
or any other article or thing whatsoever; 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 into which moneys, stocks,
bonds, or other properties 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.

9. Any executor, administrator, or other trustee or receiver or agent
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 pub-
lie officers, municipal or private corporations may be authorized to de-
posit moneys, stocks, bonds, or evidences of indebtedness, such deposit
by such corporations may be made with said company, and for the com-
plete preservation of all articles or things deposited for safe-keeping, the
said company may construct, erect, purchase, or lease such suitable build-
ings, and use all other means which may be or may become necessary, and
to maintain and let for hire vaults, safes, and like receptables.

10. That the company is authorized to invest its capital and increment
thereof, money received in trust, on deposit, or otherwise, other than
such as may be placed with it on safe deposit only under section ten, in
the funds of the United States, or in any stock or property whatsoever ;
and to take, have, and hold estate—real and personal or mixed—obtained
with the money aforesaid, or with funds belonging to the said company,
and to 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, to deal in and buy and sell on commission, ex-
change, 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 incorporated com-
pany, or of individuals, and to act as agent for any insurance or other
company doing business in this State.

11. 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.

12. That the said company shall be, and is hereby, authorized and em-
powered to insure the fidelity of persons holding places of trust or re-
sponsibility in this State, or in any other State of this Union, or of the
District of Columbia, or with any corporation, company, person, or per-
sons whatsoever ; to endorse 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, attach-
ment, or other bond required by law or any person, 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 said company or otherwise, the court shall be satisfied 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, and may become security on
the bonds of fiduciaries.

13. That 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 writ-
ings, by and through any officer or agent of the company having author-
ity to act, either under regulations adopted by the board of directors or
otherwise.

14. The company is hereby authorized and empowered, through such
officers as may be designated by the by-laws as the proper officers there-
for, to make, sign, execute, and deliver all necessary powers of attorney
or other papers or 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 designated
and sclected for such purpose by the president or such other officer as
may be given power so to do by the by-laws of this company.

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

16. Nothing in this act shall be construed as giving the company the
right to charge usurious interest.

1%. This act shall be in force from its passage.