Chap. 560.--An ACT to incorporate the Real Estate Trust Company.
Approved April 2, 1902.

1. Be it enacted by the general assembly of Virginia, That Charles B.
Cooke, Henry C. Cooper, J. A. Pozzoni, A. C. Harman, and Samuel
Gunder, and such other persons as they may associate with them, and
their suecessors, be, and they are hereby, made a body politic and cor-
porate by the name of the Real Estate Trust Company, and by that name
shall have perpetual succession and a common seal, and shall have, en-
joy, and exercise all rights, powers, and privileges pertaining to corporate
bodies conferred by the laws of Virginia.

2. The capital stock of said company shall be one hundred thousand
dollars, and the same may be increased, from time to time, at the annual
or a special meeting, if a majority in interest of the stockholders of said
company so determine, to an amount not exceeding three hundred thou-
sand dollars; such capital shall be divided into shares of one hundred dol-
lars each, and shall be transferable in such manner as shall be prescribed
by the by-laws of said company. 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 days in a
newspaper published in the city of Richmond. From time to time the
board of directors may inerease 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 herein provided, the stock-
holders shall be entitled to a pro rata share of said increase upon the pay-
ment of the price at which it is to be offered, and in accordance with the
terms prescribed by the board. The corporators, or a majority of them,
named in the first section of this act shall have power to open books for
subscriptions at such times and places as they may deem expedient; and
when not less than one thousand shares shall have been subscribed and
ten per centum of same shall have been paid in cash, said company may
organize, elect a board of directors, and commence business. The stock-
holders shall elect a president, vice-president, and a board of directors, to
consist of not less than three, in addition to the president and vice-presi-
dent, who shall be ex-officio members of the board. The number of the
directors and the number necessary to constitute a quorum of the board
mav be fixed, from time to time, either by the stockholders or under a by-
law adopted by the board, and said directors and above named officers of
the company shall serve for one year and thereafter until their successors
are elected, but shall be subject to removal at any time by the stockhold-
ers. And said board may make and prescribe all rules and regulations
deemed useful for carrying on the business of the company not incon-
sistent with this act, and at their pleasure may alter, repeal, or amend
the same. Such rules and regulations shall be printed, and, together with
this charter, shall be accessible at its place of business to all persons doing
business with the company. The said board may appoint from its mem-
bers an executive committee, or such other committees as it may see fit,
and may delegate to such committee such duties or powers as may be
deemed expedient or proper. Said board may also appoint a secretary and
treasurer, and all such other officers and agents ax it may see fit, and may
prescribe their duties and powers. All such officers and agents shall be
subject to the control of the said board, and hold their offices during its
pleasure.

The capital stock of said company shall be invested in bonds, notes.
or other evidenees of debt, secured by deed of trust, or mortgage bond.
upon fee-simple or lease hold estate, or otherwise safely secured. or Teal
estate, or in securities or bonds of the United States. or the bonds of the
State of Virginia known as Virginia century bonds, or bonds of coun-
ties, cities, or towns within this State, or in anv stock or property what-
soever not forbidden by law, or in real estate and the erection of suitable
buildings thereon in which to conduct the business of the company as, in
the discretion of the directors, shall seem best.

4. The said company is hereby authorized and empowered to examine
the title of real or personal estate, and guarantee or insure the validity of
the same, and to lend money on real or personal security; to purchase
bonds, notes, and mortgages secured by real or personal estate within the
Tinited States; to act as agent for the sale of real estate, farms, and
country lands, both at auction and privately, but all sales at auction shall
he by a re ular licensed auctioneer, or for negotiating loans on the same.
or for developing farming and mining in this State; to purchase, hold.
and convey real and personal estate ; to act as agent or attorney in leas-
ing, conveying, and managing real and personal ‘estate and reeeiving and
collecting rents and other MONCYS ; to act as agent for any insurance or
other company doing business in this State; to furnish or receive collateral
security for the payment of money or the performance of contract, and
to accept and execute trusts of any and every description which may be
committed or transferred to it, with its consent, by any person or persons,
bodies corporate or public, or by any court in the State of Virginia, or in
any of the United States or territories; and in all cases where an appli-
cation may be made to any court having jurisdiction to appoint a curator,
guardian of an infant, committee of an idiot or insane person, adminis-
irator of any person dving testate or intestate, trustee or reeeiver, such
court shall have power to appoint said company as such curator, guardian,
committee, administrator, trustee, or receiver upon the like application
that. any person might be so appointed ; and it shall be lawful for any
person, by deed, will, or other writing, to appoint said company trustee,
executor, suardian, assignee, or receiver, and as such executor, guardian
of an infant, committee of an idiot or insane person, administrator, as-
sienee, trustee, or receiver said company may lawfully act, and as such
shall be subject to all the obligations and liabilities of natural persons
acting in like capacities. Whenever an oath is required upon qualifica-
tion in any office or position of trust mentioned in this act, or whenever
it is necessary for said company to give bond, such oath may be made or
such bond may be given by an officer or authorized agent of said com-
pany. A power of attorney, conferring authority upon an agent of the
company, shall be deemed duly proved “if acknowledged hefore an. officer
authorized to take acknowledgments of deeds; to insure the fidelity of
persons, Companies, or corporations holding places of trust or responsi-
bility; to act as fiduciary or surety for fiduci ‘aries; to endorse for or be-
come surety for the faithful performance of any trust or duty or contract ;

to go upon any bond for appeal, injunction, attachment, or other bond
required by law of any person; and in every such case the capital stock of
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 as to the sufficiency of said com-
pany, and its property shall be hable; to invest moneys received in trust
or deposit, loan, or otherwise; to act as fiscal agent of any State, munici-
pality, or corporation, and in such eapacity receive and disburse money,
transfer, register, and countersign certificates of stock, bonds, or other
evidences of debt; to receive deposits of money, securities, bonds, notes,
and any personal property from any person or corporation, and the same
to hold, collect, adjust, settle, purchase, sell, and dispose of upon such
terms as may be agreed upon between it and the parties contracting with
it, and gencrally to do all such acts and transact all such business as may
lawfully be done by banks of discount and deposit and savings banks un-
der the laws of Virginia: and to borrow money and to execute its bonds
or notes for the same; to maintain and let for hire vaults, safes, and like
receptacles to persons or corporations desiring a safe deposit for valuables.

5. The stockholders of this company shall not be personally Hable for
any loss, debt, or contract of the said company, except to the extent of any
unpaid subscription to the capital stock of said company: provided, that
nothing contained in this act shall be construed as exempting the com-
pany doing business hereunder from the operation of the tax laws of
this State for such eases made and provided.

6. The exercise and performance of all the powers and duties afore-
said by said company may be, as to compensation and otherwise, matters
of contract between it and the parties interested.

7. All taxes, debts, dues, and demands from the said company to the
State of Virginia shall be paid in legal money of the United States, and
not in coupons.

8. This act shall he subject to amendment and repeal at the pleasure
of the general assembly of Virginia, and said company shall be subject. to
all the restrictions and limitations of the statutes of this State, except
such as are in conflict with this act.

9. The chief office of the said company shall be located in the city of
Richmond, Virginia.

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