pany, at least once a week for four weeks, in a newspaper to be designated by the Superintendent of Banks, in the city or town where such trust company is proposed to be located; and a copy of such notice must be sent at least fifteen days before the filing of the organization certificate, to each trust company organized and doing business in the city or town where such company is proposed to be located. The State banking department furnishes a form for this notice, which reads as follows:

NOTICE OF INTENTION TO ORGANIZE.

We, the undersigned, hereby give notice of our intention to organize a trust company, under and pursuant to the laws of the State of New York, and in conformity with the statute in such case made and provided, we hereby specify and state as follows, to wit:

of

First, The names of the proposed corporators are:
Second, The name of the proposed trust company is
Third, The location of the proposed trust company is to be

In witness whereof we have hereunto affixed our signatures this
190-.

(Here must be placed the signatures of the corporators.)

day

The corporators, having complied with these requirements, must furnish proof of their having done so to the Superintendent of Banks. For the notices in the newspaper, ordinary proof of publication should be furnished. The department furnishes a form for the proof of service on ⚫ the existing trust companies, as follows:

PROOF OF SERVICE OF NOTICE OF INTENTION TO ORGANIZE. State of New York,

County of

organize

SS.

being duly sworn, deposes and says that he is upwards of twenty-one years of age, and resides at No. in the city of -; that on the day of 190, he served a copy of the annexed notice of intention to upon each trust company hereinafter named by mailing to each of such trust companies a true copy of said notice at the post office in the city of inclosed in a sealed envelope and directed to each of such trust companies at its post office address, and prepaying the proper postage on each of said notices so mailed, as follows, to wit:

(Here must follow the names of the said trust companies.)

This document must be properly sworn to.

The certificate of organization must next be filed with the Superintendent of Banks, after the expiration of the required period as above stated. The form of such certificate reads as follows:

CERTIFICATE OF ORGANIZATION OF

KNOW ALL MEN BY THESE PRESENTS:

That we, the undersigned,

all being persons of full age and citizens of the United States, and a majority of us being residents of the State of New York, do hereby associate ourselves together for the purpose of forming a trust company, under and pursuant to

the laws of the State of New York, and for such purpose we do hereby, under our respective hands and seals, execute and duly acknowledge this organization certificate, in duplicate, and specifically state as follows, to wit:

First, The name by which the corporation shall be known is
Second, The place where its business is to be transacted is
Third, The amount of its capital stock is to be

of shares into which the same is to be divided is

dollars, and the number

Fourth, The name, residence and post office address of each member of the corporation are as follows:

(Here must be given the complete list of stockholders.) Fifth, The term of existence of the corporation is

years.

Sixth, the subscribers, the members of the said corporation, do, and each for himself does hereby, declare that he will accept the responsibilities and faithfully discharge the duties of a director therein if elected to act as such when authorized in accordance with the provisions of the Banking Law of the State of New York.

IN WITNESS WHEREOF, We have hereunto set our hands and seals, and executed this certificate in duplicate, this day of 190-.

(Here must follow the signatures of the stockholders, and they must swear to same before a notary in the usual form.)

Within sixty days after its acknowledgment, this certificate, which, as stated must be executed in duplicate, must be filed, one copy in the office of the county clerk of the county wherein such trust company is proposed to be located, and one in the office of the Superintendent of Banks of the State. A certified copy of the duplicate filed with the county clerk must be sent to the Superintendent of Banks, that he may have official notice of the filing of said duplicate.

The statute says: "Upon the receipt of any such organization certificate in the office of the Superintendent of Banks, if it shall not be in form and substance, or duly and properly acknowledged, as herein required, or shall not be accompanied by satisfactory evidence of the publication and service in good faith of the notice of intention to organize, the Superintendent shall refuse to file such certificate until it shall be amended in conformity to the provisions of this article. If fulfilling all of the prescribed conditions, the Superintendent shall indorse the certificate filed for examination, with the date of such indorsement."

Having filed the certificate, the Superintendent is charged with the duty of ascertaining as best he can whether the public convenience and advantage would be promoted by the proposed trust company and whether the men behind it are fit and possess the confidence of the public. If he is not satisfied of such fitness and advantage, he must, within sixty days after the filing of the certificate with him, notify the county clerk that he refuses to issue a certificate of authorization for such trust company.

If he is so satisfied, he must issue the authorization certificate within sixty days from the filing of the organization certificate, provided the organization tax has been paid to the State Treasurer and a receipt therefor is shown, and provided that he has ascertained by an examination that the requisite capital of the proposed corporation has been fully

paid in, in cash. The persons in charge of organizing the company must therefore see to it that these matters are attended to in season. The company is forbidden to begin business until the authorization certificate from the Superintendent of Banks has been received; and it must also, before beginning active business, file with the Superintendent a list of its stockholders, giving the name, residence, post office address and number of shares held by each of them respectively, which list must be verified by the two principal officers of the corporation.

While these legal proceedings are being attended to, presumably by the attorney of the corporators, a large number of details must be looked after by the man or men who are to be in active control of the company. Stock certificates must be ready to give to the stockholders when the subscriptions are fully paid. The seal of the company must be secured. The quarters for the company must be made ready, and the various books, records and blanks must be prepared. Arrangements must be made with the correspondents of the banking department.

After organization, the first duty of the directors is the adoption of a set of by-laws and the election of officers. Before the actual election of officers, there is usually an understanding as to who the men in active control are to be. It saves much time and trouble if the by-laws are prepared in advance by some competent person. After organization, the directors will of course make such changes in such by-laws as they see fit before adopting them, but they can work to much better purpose with an outline already drawn.

BY-LAWS.

The exact form of by-laws will of course vary greatly with different companies, many details depending upon the size of the company, the probable character of its business, etc. Herewith are submitted the bylaws in use by a company in New York, having total assets of about eleven millions. They serve as a fair sample of the by-laws of a progressive, up-to-date company, but of course contain provisions peculiar to the company, and are perhaps longer and more detailed than usual. The article on officers and employees, in particular, is apt to be quite different in smaller companies. Often the Secretary and Treasurer is the head executive officer, the President being merely an honorary office. Sometimes one of the Vice-Presidents is the active head. BY-LAWS OF THE FRANKLIN TRUST COMPANY, OF THE CITY OF NEW YORK, BOROUGH OF BROOKLYN.

Amended to and Adopted February 4, 1903; Amended, December 9, 1903.
ARTICLE I.
STOCKHOLDERS.

Section 1. A regular annual meeting of the stockholders of the company shall be held at its office at 10 o'clock a. m. on the second Wednesday of January in each year, or, if that be a legal holiday, then on the next business day, for the election of trustees in the class whose term of office shall then next expire; and for the transaction of such other business as may properly be brought be

fore the meeting. Such election shall be between the hours of 10 a. m. and 11 a. m., and shall be advertised and conducted as provided for by law.

Section 2. Special meetings of the stockholders shall be called and held in the cases provided by statute, and may be called and held whenever and as often as the President, a majority of the board of trustees, or of the executive committee, may deem expedient; and it shall be the duty of the President to call such meetings upon the written request of the owners of record of a majority of the capital stock of the company.

Section 3. In addition to such other notice, if any, as may be required from time to time by law, ten days' written or printed notice of the regular annual meeting and also of every special meeting of the stockholders shall be served personally upon each stockholder of record, or mailed to such stockholder at his post office address as shown on the stock ledger, or published at least twice not more than twenty or less than ten days before the meeting, in some newspaper published in the Borough of Brooklyn, City of New York, and such notice of special meetings shall state the objects of the meeting.

Section 4. The holders of record of not less than one-fourth of all the capital stock of the company issued and outstanding, represented in person or by proxy executed pursuant to the requirements of the General Corporation Law, shall constitute a quorum for the transaction of business at any meeting of the stockholders except in the cases where otherwise provided by the General Corporation Law; but if there be less than a quorum represented at any meeting, the holders of a majority of the stock so represented present in person or by proxy may adjourn the meeting to some future date.

Section 5. At any and all meetings of the stockholders, every registered owner of shares may vote in person or by proxy executed pursuant to the requirements of the General Corporation Law, one vote for each share owned by him and standing in his name, but no proxy shall be valid after the expiration of eleven months from the date of its execution, unless the member executing it shall have specified therein the length of time it is to continue in force, which shall be for some limited period.

At all elections of trustees the voting shall be by ballot, and a plurality of the votes cast thereat shall elect.

Section 6. The stockholders at each annual meeting shall also elect, or appoint, three persons, who shall not be trustees or officers of the company, and who need not be stockholders, to act as inspectors of election at all the following meetings of the stockholders until the close of the next annual meeting. If an inspector shall decline to serve, or neglect to attend any meeting, or his office shall become vacant, the President may appoint an inspector in his place. The inspectors of election shall take charge of the polls, and, after balloting, shall sign and acknowledge a certificate of the result of the vote taken, and shall return, file and verify statements and certificates in the special cases as provided in the General Corporation Law. Each inspector before entering upon the performance of his duties shall be sworn to faithfully execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.

ARTICLE II.

BOARD OF TRUSTEES.

Section 1. The business and affairs of the company shall be directed by a board of twenty trustees, who shall be elected by ballot in accordance with law at the annual meeting of the stockholders, six at the meeting of January, 1900, and every third year thereafter; and seven at the meeting of January, 1901, and every third year thereafter, and seven at the meeting of January, 1902, and every third year thereafter; the term of office of each class to commence on the next succeeding Wednesday at 9 a. m., and continue three years, or until their successors are elected and qualified.

Each trustee must be a holder of record in his own name and right of at least twenty-five shares of the capital stock of the company, and when he ceases to hold or own said number of shares he shall thereupon cease to be a trustee.

Section 2. Whenever a vacancy shall occur in the board, by death, resignation, or otherwise, in the interval between the annual meetings of the stockholders, it shall be filled by the board for the remainder of the term, by election by ballot at a regular meeting, after nomination at a previous monthly meeting; or, if no such nomination has been made, after nomination by the executive committee at any regular meeting of such committee, held at least one week previous to such meeting of the board of trustees at which the election is to be held, and notice by the secretary of the proposed election shall be sent with the notice of the meeting at which it is to be held.

Section 3. There shall be a regular meeting of the board of trustees on the first Wednesday after the first Monday of every month, except January, when it shall be held on the third Wednesday, at 9 a. m., or at such other day or time as the board may from time to time appoint, to which a report shall be made by the President of the business and affairs of the company. At all regular meetings of the board the following shall be the order of business, unless changed by a vote of a majority of the trustees present:

1. Calling the roll.

2. Reading the minutes of the last regular meeting and of any special meeting or meetings held since the last regular meeting.

3. Reading the minutes of the meetings of the executive committee since the last meeting of the board.

4. Report of the President.

5. Report of the Secretary. 6. Reports of committees.

Section 4. At the regular meeting of the board of trustees on the third Wednesday of January in each year, after reading the report of the inspectors of election and calling the roll, the first business shall be the election of a President, Vice-Presidents, and an Executive Committee; and whenever a vacancy shall occur in the office of President or either of the Vice-Presidents, or in the Executive Committee, it shall be filled at a regular meeting of the board, or at a special meeting called for that purpose after notice in either case by the Secretary of the proposed election and the meeting at which it is to be held. Such elections shall be by ballot.

Special meetings of the board of trustees may be called at any time by the President, and shall be called by him upon written request of three trustees.

ARTICLE III.
EXECUTIVE COMMITTEE.

Section 1. There shall be an executive committee consisting of the President ex-officio and four trustees elected annually by the board of trustees, who shall organize by the election of their own chairman (who shall not be the President), and shall hold their offices until their successors are elected in their places. Vacancies in the committee shall be filled by the board of trustees.

Section 2. The executive committee shall have and exercise in the intervals between the meetings of the trustees all the powers of the board which can lawfully be delegated, and shall have general supervision of and direct the affairs and practical operation of the company. It shall superintend and advise all investments of the funds of the company, and of trust funds in charge of the company for investment, and shall supervise all special trusts; and no guardianship, receivership, or special trust, other than by orders of a court having jurisdiction, shall be accepted by the company without the committee's approbation and concurrence, except that in the intervals between the meetings of the committee such trusts may be accepted by the President upon approval by the counsel, such action to be reported at the next meeting of the committee.

The executive committee may, in its discretion, authorize the President to make such loans and investments as are permitted by law and report the