SECTION 9. The said corporation is also authorized to act as agent for the purpose of issuing, registering, or countersigning the certificates of stock, bonds, or other evidences of indebtedness of any corporation, association, municipality, state or public authority, and to receive and make payments on account of the same, on such terms as may be agreed upon.

CHARTER PERPETUAL.

SECTION 10. This act shall take effect upon its passage, and shall continue in force fifty years, unless sooner modified or terminated by the Legislature. Amended as follows-Section 4. Section eight, and so much of section ten, of chapter one hundred and eighty-two of the acts of the year eighteen hundred and sixty-nine, as limits the existence of said corporation to fifty years, is hereby repealed.

Amended Charter-Section 5. This act shall take effect whenever it shall be accepted by a vote of said corporation, at a meeting warned for the purpose. Within thirty days after such acceptance, a copy of the vote accepting the same, certified by and attested by the oath of the President, or one of the VicePresidents of the corporation, and the Secretary thereof, shall be filed in the office of the Secretary of State, and such certificate shall be conclusive evidence of such acceptance.

The amended charter was duly accepted April 15, 1871, and the proper certificate filed.

AN ACT

TO AMEND THE CHARTER OF THE NEW ENGLAND TRUST COMPANY.

Be it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, as follows:

SECTION 9. The New England Trust Company may be appointed trustee under any will or instrument creating a trust, for the care and management of property, under the same circumstances, in the same manner, and subject to the same control by the court having jurisdiction of the same, as in the case of a legally-qualified person. The capital stock of said corporation, with the liabilities of the stockholders existing thereunder, shall be held as security for the faithful discharge of the duties undertaken by virtue of this act, and no surety shall be required upon the bonds filed by said corporation. In all proceedings in the probate court or elsewhere, connected with any authority exercised under this act, all accounts, returns, and other papers may be signed and sworn to in behalf of the corporation, by any officer thereof duly authorized by it; and the answers and examinations, under oath of such officer, shall be received as the answers and examinations of the corporation, and the court may order and compel any and all officers of said corporation to answer and attend said examinations in the same manner as if they were parties to the proceedings or inquiry instead of the corporation; provided, however, that said corporation shall not be required to receive or hold any property or moneys or to execute any trust contrary to its own desire.

SECTION 2. In the management of money and property held by it as trustee under the powers conferred in the foregoing section, said corporation shall invest the same in the general trust fund of the company; provided, that it shall be competent for the authority making the appointment to direct, upon conferring the same, whether such money and property shall be held separately or invested in the general trust fund of the company; and provided, also, that said corporation shall always be bound to follow, and be entirely governed by all directions contained in any will or instrument under which it may act.

SECTION 3. No money, property, or securities received or held by said company under the provisions of this act shall be mingled with the investments of the capital stock or other moneys or property belonging to said corporation, or be liable for the debts or obligations thereof.

SECTION 4. The returns of said corporation required to be made to the Commissioners of Savings Banks shall be in the form of a trial balance of its books, and shall specify the different kinds of liabilities, and the different kinds of its assets, stating the amount of each kind, in accordance with a blank form to be furnished by said commissioners. And these returns shall be published in a newspaper of the City of Boston, at the expense of said corporation, and in the annual report of said commissioners.

SECTION 5. This act shall take effect upon its acceptance by said corporation, which acceptance, with the date thereof, shall within ten days thereafter be certified by the President of the corporation to the Secretary of the Commonwealth.

Approved May 16, 1877.

[Accepted by the corporation at special meeting, June 1, 1877.]

AN ACT

TO ALLOW THE NEW ENGLAND TRUST COMPANY TO MAKE ADDITIONAL INVESTMENTS. Be it enacted, etc., as follows:

SECTION 1. The New England Trust Company, incorporated under chapter one hundred and eighty-two of the acts of the year eighteen hundred and sixtynine, may, in addition to the investments which it is authorized to make, invest the moneys intrusted to it, or in any way received by it, in the notes of manufacturing corporations created by the laws of any of the New England States, the property of which is unincumbered by mortgage, and which have paid a dividend for the two years next preceding such investment; also to take as collateral upon the notes of individuals, citizens of this state, for a period not exceeding four months, the bonds of cities in the United States containing at least one hundred thousand inhabitants, whose net indebtedness does not exceed five per cent. of the valuation of the taxable property therein, to be ascertained by the last preceding city valuation for the assessment of taxes, and selling in the market above par; provided, that said bonds shall be taken at not over eighty per cent. of the market value thereof.

SECTION 2. This act shall take effect upon its acceptance by the New England Trust Company. Approved March 16, 1882.

[Accepted April 10, 1882.]

Where general laws regulating the trust company business are in force, the special act, as stated above, may not recite the powers and limitations of the company in detail, but merely refer to the general law covering the case. The following is an illustration of such a special act:

CHARTER OF THE FEDERAL TRUST COMPANY.

COMMONWEALTH OF MASSACHUSETTS.

IN THE YEAR ONE THOUSAND EIGHT HUNDRED AND NINETY-NINE.

AN ACT

To Incorporate the Federal Trust Company.

(Chapter 92, Acts of 1899.)

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. James W. Kenney, Thomas B. Fitzpatrick, Josiah S. Dean, James M. Morrison, Charles J. Connelly, John W. Horne, William J. Emerson, Thomas L. Jenks, Joseph B. Horton, Jeremiah C. Spillane, John J. Johnston, William

J. Carlin, Pierce Powers, John E. Stanton, John B. Fitzpatrick, Lawrence J. Logan, Thomas F. Galvin and Joseph H. O'Neil, their associates and successors, are hereby made a corporation under the name of the Federal Trust Company.

SECTION 2. Said corporation shall have authority to establish and maintain a safe deposit and trust company in the City of Boston, with all the powers and privileges and subject to all the rights, duties, liabilities, and restrictions set forth in all general laws which now are or hereafter may be in force relating to such corporations.

SECTION 3. This act shall take effect upon its passage.

House of Representatives, February 14, 1899.
JOHN L. BATES, Speaker.

In those States and Territories whose laws make no special provisions for the incorporation of trust companies, and where the system of special acts granting charters does not prevail, such corporations are organized under the general incorporation laws or under the banking laws. The forms for such incorporation vary somewhat in the several States, but the incorporation certificate, which is forwarded to the Secretary of State, usually specifies the names of the corporators, the name of the proposed corporation, its location, its purpose, and powers desired, the amount of its capital and number of shares into which it is divided, and the date of the instrument. The Secretary of State examines the certificate to make sure that it contains nothing inconsistent with the laws of the State, and if he finds that it is all right in this respect, issues his certificate that the articles of incorporation have been filed, and that the company has authority to do business.

CHAPTER IV.

TRUST COMPANY LEGISLATION.

DURING the past few years there has been an increasing activity

among the State and Territorial lawmakers in the passage of laws relating to trust companies. At the meeting of the Trust Company Section of The American Bankers' Association, in 1897, it was stated that only nineteen of the States had general trust company laws.*

In 1908, all but three of the States and Territories had some sort of general legislation regarding trust companies, though in several instances such legislation is very incomplete. In twenty-nine States and Territories, trust companies are incorporated under and governed by general trust company laws; in eleven others, trust companies are organized under the general incorporation laws, but are governed by general trust company laws. In seven States, trust companies are incorporated by special acts of the Legislatures.

Florida, Nebraska and Nevada give no recognition to trust companies. in their legislation. All three have trust companies in operation, however, the number of such corporations reported in June, 1908, being as follows: Florida, 8; Nebraska, 9; Nevada, 5. In these States no distinction is made between trust companies and other corporations, and they are formed under the general incorporation laws, or if they do a banking business, under the banking laws.

In seven States, namely, Connecticut, Delaware, Maryland, New Hampshire, South Carolina, Vermont and Virginia, trust companies are incorporated by special acts of the Legislatures. These States have some general statutes relating to trust companies, placing them under the control of the State authorities, authorizing them to execute certain kinds of trusts and fixing methods of taxation; but in Virginia there is only a little of such legislation. In North Carolina trust companies were incorporated only by special acts until late in the year 1907, and in Rhode Island until 1908, since which time they may be incorporated under the general trust company law. Alabama, Maine and Massachusetts have only in recent years given up the incorporation. by special acts for that by general statutes. Maryland formerly had a general law for the incorporation of trust companies, but this was repealed in 1890. The preamble of the act of repeal sets forth that because of the changes in the character of trust companies since 1876 (when the general law was passed), and on account of the incompleteness of the general law, it had been necessary to incorporate trust companies by special acts anyway, and that the latter method of incorporation is a proper one.

* Proceedings Trust Company Section, 1897, p. 158.

In Iowa, trust companies are organized under the general laws with trust powers only, or under the banking law if they are to undertake the banking business. Paragraph 1889 of the Code of 1895 gives trust companies limited Savings Bank powers, except companies organized prior to 1886, which seem to be authorized to do both banking and trust business. The laws of the State relating specifically to trust companies are very

meagre.

The following thirty-nine States and Territories have more or less complete general trust company laws: Alabama, Arizona, Arkansas, California, Colorado, District of Columbia, Georgia, Hawaii, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, New Jersey, New Mexico, New York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Rhode Island, South Dakota, Tennessee, Texas, Utah, Washington, West Virginia, Wisconsin, Wyoming.

Of the States and Territories in which trust companies are governed by general trust company laws, about two-thirds provide specially for their incorporation, while in the other third the organization is conducted under the general incorporation laws. The minimum number of corporators required varies from 3 to 25, the latter number being required in the District of Columbia, and the former in nine different States. Five is a favorite number, ten States fixing it as the minimum. number required in New York is 13.

NUMBER OF DIRECTORS REQUIRED.

The

Many of the States stipulate the minimum number of directors that a trust company may have, a few also stipulating the maximum number. In Colorado and Washington, the number required is at least 3; in Montana, from 3 to 25; in Idaho, Maine, New Jersey, New Mexico, South Dakota, Tennessee and Wisconsin, at least 5; in Georgia and Kansas, from 5 to 15; in Missouri, Oklahoma and Texas, from 5 to 25; in Indiana, at least 6; in Michigan, at least 7; in North Dakota, from 9 to 15; in Minnesota, from 9 to 27; in the District of Columbia, from 9 to 30; and in New York, from 13 to 30.

THE AMOUNT OF CAPITAL STOCK.

The amount of capital stock which trust companies are required to have varies considerably in the different States and Territories, and is naturally smallest in States where the towns are apt to be small,—though this is by no means an invariable rule. In about half of the States having legislation on the subject, a definite minimum amount of capital is fixed without regard to the size of the town or city in which the company is located. The other States arrange schedules in which the mini