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exceed one hundred thousand dollars, in which case the affidavit shall be that the liabilities aforesaid do not exceed ten times the value of such specifically created and deposited fund, and, except as provided in the next succeeding section of this act, such fund then so created, set apart and deposited, shall not be subject or applicable to any other debts or liabilities of the corporation or association until those to the discharge whereof it is devoted shall have been satisfied, or cease to exist; provided, that nothing herein contained shall require the deposit of any such fund when the trust company appointed gives security in the manner prescribed by law in such behalf for natural persons, or in cases where the trust company shall have been appointed as executor or trustee by any will or deed.

10. Amendments and changes.

Every trust company heretofore organized by special charter or under any law of this state or hereafter organized under this act may, subject to the written approval of the commissioner of banking and insurance, extend its corporate existence, change its name, increase its capital stock, make such other and further amendment, change or alteration as may be desired, or amend its charter or certificate of incorporation, in manner following: The board of directors shall pass a reso lution declaring that such amendment, change or alteration is advisable, and calling a meeting of the stockholders to take action thereon; the meeting shall be held upon such notice as the by-laws provide, and, in the absence of such provision, upon ten days' notice in writing, given personally or by mail; if two-thirds in interest of the stockholders shall vote in favor of such amendment, change or alteration, a certificate thereof shall be signed by the president and secretary under the corporate seal,


acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent, in person or by proxy, of two-thirds in interest of such stockholders, shall be filed in the department of banking and insurance, and upon the filing of the same, the charter or certificate of incorporation shall be and be deemed to be amended accordingly; provided, that the certificate to be made and filed in pursuance of this section shall contain only such provision as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making such amendment, change or alteration; no change shall be made in the charter or certificate of incorporation of such trust company whereby the rights, remedies or security of existing creditors shall be in any manner impaired; said certificate, or a copy thereof, duly certified by the commissioner of banking and insurance, shall be evidence in all courts and places.

11. List of stockholders to be kept and filed.

The president and secretary of every trust company shall at all times cause to be kept a true and accurate list of the names of the stockholders of record of such corporation with the amount of the stock held by each, which list shall at all times during business hours be open to the inspection of any stockholders.

12. Directors. Annual meeting of stockholders. Officers.

The affairs of every trust company shall be managed by a board of not less than five directors, who shall be elected annually by the stockholders at their annual meeting as hereinafter provided; a majority of the board of directors shall constitute a quorum for the transaction of business; provided, that when the number of directors shall exceed nine they may once in six months designate by resolution nine

members, any five of whom shall constitute a quorum; the annual meeting of the stockholders shall be held at the principal place of business of the trust company on the second Tuesday of January of each year, at an hour to be fixed by the bylaws; notice of such annual meeting shall be published at least ten days before the date of the meeting in a newspaper published in the place where the principal place of business of the trust company is located; or if there is no newspaper published at such place, then in one published at the place nearest thereto in the same county; at all meetings of stockholders for the election of directors, each share shall entitle the owner to one vote for each director, and a stockholder may vote at any meeting of the corporation by a proxy in writing signed by him; every director must own and hold in his own name not less than five unpledged shares of the capital stock of such trust company; the directors shall annually choose a president, and one or more vice-presidents from their own number, and shall appoint a secretary, a treasurer and other officers, agents and employees, who shall be chosen in such manner and hold office for such terms as the by-laws may prescribe.

13. Directors to declare dividends and create surplus fund.

After providing for all expenses, interest and taxes accrued or due from said trust company, and deducting all losses and bad debts, the board of directors of a trust company may declare a dividend of so much of the profits of the company as they shall judge expedient; all debts past due to any trust company on which interest is past due and unpaid for a period of twelve months, unless the same are well secured or in process of collection, shall be considered bad debts within the meaning of this section; before any such dividend is declared not less than

one-tenth of the net profits of the trust company for the preceding half year, or for such period as is covered by the dividend, shall be carried to a fund to be designated the surplus fund, until such surplus fund shall amount to twenty per centum of its capital stock, and thereafter such surplus fund shall always be equal to at least twenty per centum of the capital stock of such trust company, and whenever the same becomes impaired it shall be reimbursed in the manner provided for its accumulation.

14. Directors shall appoint examining committee. Committee shall report.

The board of directors of each trust company shall from time to time appoint from its members, an examining committee, whose duties shall be to examine the condition of the company at least once every six months or oftener if required by the board; and such committee shall after each examination forthwith report to the board, giving in detail all items included in the assets of the trust company which they have reason to believe are not of the value at which they appear on the books and records of the company, and giving the value, in their judgment, of each of such items; and the board shall cause said report to be recorded in the minute books of the company.

15. Loans to officers. Overdrafts. Penalty.

No trust company shall make any loan to its president, vice-president, treasurer, secretary, cashier, or to any of its directors, or any of its clerks, tellers, bookkeepers, agents, servants or other persons in its employ until the proposition to make such loan, stating the amount, terms and security, if any, offered therefor, shall have been submitted in writing by the person desiring the same, to a meeting of the board of directors of such company, or of the executive

committee of such board, if any, and accepted and approved by the vote of a majority of those present constituting a quorum; no such corporation shall permit its president, its vice-president, its secretary, treasurer or cashier, or any of its directors, clerks, tellers, bookkeepers, agents, servants, or other persons in its employ to become liable to it by reason of overdrawn account; any president, vice-president, director, secretary, treasurer, cashier, teller, clerk or agent of any such corporation who knowingly violates this section, or who aids or abets any officer, clerk, or agent in any such violation, shall be guilty of a misdemeanor and punished accordingly.

16. Reports. Publication. Penalty.

Every such company shall make to the commissioner of banking and insurance not less than two reports during each year, according to the form which may be prescribed by him, verified by the oaths or affirmations of the president or vice-president and treasurer or secretary of such corporation, and attested by the signatures of at least three directors; every such report shall exhibit in detail and under appropriate heads the resources and liabilities of the corporation at the close of business on any day past specified by the commissioner, and shall be transmitted to him within twenty days after the receipt of a request or requisition therefor by him, and an abstract or summary of every such report in such form as shall be prescribed by the commissioner of banking and insurance shall be published by the trust company once in a newspaper published in the place where such trust company is established; or if there is no newspaper in the place then in one published nearest such place in the same county; and such proof of publication shall be furnished as may be required by the commissioner; such publication shall be made within two weeks after the filing of such report, the

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