No dividends or interest shall be declared, credited or paid, except by the authority of a vote of the board of trustees duly entered upon their minutes, whereon shall be recorded the ayes and nays upon each vote; but accounts closed between dividend periods may be credited with interest at the rate of the last dividend, computing from the last dividend period to the date when closed, if the by-laws so provide. Whenever any interest or dividend shall be declared and credited in excess of the interest or profits earned and appearing to the credit of the corporation, the trustees voting for such dividend shall be jointly and severally liable to the corporation for the amount of such excess so declared and credited. The trustees of any such corporation whose surplus amounts to fifteen per cent of its deposits, at least once in three years, shall divide equitably the accumulation beyond such authorized surplus as an extra dividend to depositors, in excess of the regular dividends authorized. A notice posted conspicuously in a bank of a change in the rate of interest shall be equivalent to a personal notice. L. 1892, c. 689, § 123. [Note. Revised from L. 1882, c. 409, § 267, and L. 1884, c. 48. (See Birdseye's R. S., 1st ed., p. 222.) The second part of the first sentence in paragraph 3, beginning but accounts closed between," appears to be new; otherwise without substantial change.] 86 N. Y. 50, 52, 54; 66 Hun, 538; 50 N. Y. St. R. 270; 21 N. Y. Supp. 644–646. 124 Per cent of surplus, how determined. In determining the per cent of surplus held by any savings bank its interest-paying stocks and bonds shall not be estimated above their par value or above their market value if below par. Its bonds and mortgages on which there are no arrears of interest for a longer period than six months shall be estimated at their face, and its real property at not above cost. The superintendent of banks shall determine the valuation of such stocks or bonds, or bonds and mortgages, as are in arrears of interest for six months or more, and of all other investments not herein enumerated, from the best information he can obtain, and he may change the valuation thereof from time to time as he may obtain other and further information. Id., § 124. [Note.-Revised from L. 1882, c. 409, § 268. (See Birdseye's R. S., 1st ed., p. 222.) Without material change.] 125 Compensation of officers. The trustees of such corporation acting as officers of the same, whose duties require and receive their regular and faithful attendance at the institution, and the trustees appointed as a committee to examine the vouchers and assets pursuant to section one hundred and twentyeight of this chapter, or to perform the duties required by subdivision five of section one hundred and sixteen of this chapter, may receive such compensation as in the opinion of a majority as the board of trustees shall be just and reasonable; but such majority shall be exclusive of any trustee to whom such compensation shall be voted. Trustees, as such, shall not be paid for their attendance at meetings of the board. Id., § 125. [Note. Revised from L. 1882, c. 409, § 269. (See Birdseye's R. S., 1st ed., p. 223.) The words of the first sentence, beginning with " and the trustees appointed," and ending with section one hundred and sixteen of this chapter," are new; otherwise without material change.] 66 59 How. Pr. 441, aff'g 59 id. 426. 126 No other report or inspection required. No such corporation shall hereafter be required to make any annual or other report to the legislature or to the mayor or commonalty of any city, nor to the board of supervisors of any county, nor to any other officer or authority except as provided in this chapter; not* shall it be subject to the inspection or supervision of any local officer or board, nor to any interference from any such officer or board, in any manner appertaining to its business or dealings. Id., § 126. [Note.-Revised from L. 1882, c. 409, § 275. (See Birdseye's R. S., 1st ed., p. 224.) Without material change.] 64 Hun, 335. 127 Proceedings against delinquent corporations. When it shall appear to the superintendent from an examination made by or reported to him, or from So in the original. a report made by any such corporation pursuant to the provisions of this chapter, that it has committed any violation of its charter or of law, or is conducting its business and affairs in an unsafe or unauthorized manner, he shall, by an order under his hand and official seal, direct a discontinuance of such illegal and unsafe or unauthorized practices, and strict conformity with the requirements of the law, and with safety and security in its transactions. If any such corporation shall refuse or neglect to make any report required by law, or to comply with any such order, or if it shall appear to the superintendent that it is unsafe or inexpedient for it to continue to transact business, or that any trustee or officer thereof has abused his trust or been guilty of misconduct or malversation in his official position injurious to the bank or to its depositors, the superintendent shall report the facts in writing to the attorney-general. The attorney-general may thereupon bring an action or institute proceedings for the dissolution of the corporation or for the removal of one or more of its trustees, or for the removal of its corporate powers to other persons, or for the consolidation and merger of the corporation with any other savings bank that may be willing to accept of the trust, or for such other or further relief or correction as the facts reported to him may seem to require. The court before which any such action or proceeding shall be instituted shall have power to grant such orders, and in its discretion from time to time to modify or revoke the same, and to grant such relief and render such judgment as the facts or evidence of the case or the situation of the parties and the interests involved shall seem to require. If in such proceedings an order shall be granted upon notice or without notice restraining such corporation and its officers from paying out or disposing of any moneys or property of or held by it, the superintendent may, and, if directed by the court, shall take temporary possession of all the assets, property and rights of or held by such corporation, and hold possession thereof until the further order of the court. If from any such examination or report, the superintendent shall conclude that any such savings bank is insolvent, and in an unsafe condition to transact business, he may forthwith take possession of its property and business and retain such possession until the termination of the action or proceeding instituted by the attorney-general. Id., § 127, as am'd L. 1895, c. 930. [Note. Revised from L. 1882, c. 409, § 278. (See Birdseye's R. S., 1st ed., p. 224.) The words "for the dissolution of the corporation" in the third sentence, seem to be new in that connection. L. 1882, c. 409, § 278, contained provisions as to receiverships and payments by the receiver, etc., which are not re-enacted in this section.] 19 Abb. N. C. 367, n.; 64 Hun, 434. The trustees of every 128 Examination of vouchers and assets by trustees. savings bank, by a committee of not less than three of their number, on or before the first days of January and July in each year, shall thoroughly examine the books, vouchers and assets of such savings bank, and its affairs generally. The statement or schedule of assets and liabilities reported to the superintendent of banks for the first of January and July in each year shall be based upon such examination, and shall be verified by the oath of a majority of the trustees making it; and the trustees of any savings bank may require such examination at such other times as they shall prescribe. The trustees shall, as often as once in each six months during each year, cause to be taken an accurate balance of their depositors' ledgers, and in their semi-annual report to the superintendent they shall state the fact that such balance has been taken, and the discrepancies, if any, existing between the amount due depositors, as shown by such balance, and the amount so due as shown by the general ledger. Id., § 128. [Note.- Revised from L. 1882, c. 409, § 279. (See Birdseye's R. S., 1st ed., Without material change.] p. 225.) 64 Hun, 335; 81 id. 195; 45 N. Y. St. R. 556; 20 N. Y. Supp. 148.] 129 Expenses to be paid. For the purpose of defraying the expenses incurred in the performance by the superintendent of the duties imposed upon him with respect to savings banks, other than the examinations thereof, each such corporation shall annually pay five dollars into the treasury of the state, and the residue of such expenses to be apportioned among them by the superintendent shall be paid into the treasury of the state by savings banks whose deposits exceed one hundred thousand dollars, in proportion to the amount of assets severally held and reported by them. If any savings bank shall, after due notice, refuse or neglect for thirty days to pay its allotted share of such charges, the superintendent shall report the fact to the attorney-general, who may maintain an action in the name of the people against such corporation for the recovery of such charges, and the same, when recovered, shall be paid into the treasury of the state. L. 1892, c. 689, § 129. 66 [Note.- Revised from L. 1882, c. 409, § 281. (See Birdseye's R. S., 1st ed., p. 226.) The former law provided for the expenses including the regular examinations which seem to be excluded from this section. The former suits for charges were to be brought by the superintendent in his name of office. Otherwise without material change.] All the prop 130 Debts due savings banks from insolvent banks preferred. erty of any bank or trust company which shall become insolvent, shall, after providing for the payment of its circulating notes, if it has any, be applied by the trustees, assignees or receiver thereof in the first place, to the payment in full of any sum or sums of money deposited therewith by any savings bank, but not to an amount exceeding that authorized to be so deposited by the provisions of this chapter, and subject to any other preference provided for in the charter of any such trust company. Id., § 130. [Note. Revised from L. 1882, c. 409, § 282. (See Birdseye's R. S., 1st ed., p. 226.) Without material change.] 142 N. Y. 590; 73 Hun, 357; 55 N. Y. St. R. 914; 60 id. 306; 69 N. Y. 358, aff'g 10 Hun, 148; 18 id. 223, 224, aff'd in 78 N. Y. 608; 13 Hun, 269; 26 N. Y. Supp. 200. 131 Advertisements of unauthorized savings banks prohibited. No bank, banking association, individual banker, firm, association, corporation, person or persons shall advertise or put forth a sign as a savings bank, or in any way solicit or receive deposits as a savings bank. Any bank, banking association, individual banker, firm, association, corporation, person or persons violating this provision shall forfeit to the people of the state for every offense the sum of one hundred dollars for every day such offense shall be continued. Id., § 131. [Note. Revised from L. 1882, c. 409, § 283. (See Birdseye's R. S., 1st ed., p. 226.) Without material change, except that the forfeitures were formerly for the use of the poor of the county where the offense was committed.] 80 N. Y. 227; 139 id. 185; 65 Hun, 384; 47 N. Y. St. R. 575; 54 id. 636. 132 Charters to be conformed to this chapter. The powers, privileges and duties, and all restrictions, conferred or imposed upon any savings bank by whatever name known, by its charter or act of incorporation, are hereby abridged, enlarged or modified, as each particular cas* may require, in such manner that every such charter or act of incorporation shall be made to conform to the provisions of this chapter in relation thereto, and to such amendments thereof as may be hereafter made. Every such savings bank shall possess the powers, rights and privileges, and be subject to the duties, restrictions and liabilities, conferred and imposed by this chapter, notwithstanding anything to the contrary in their respective charters or acts of incorporation. The legality of investments heretofore made, or to* transactions heretofore had, pursuant to any provisions of law in force when such investments were made or transactions had, shall not be affected by the provisions of this chapter, nor shall such provisions require the change of investments for those named in this chapter, except as the same can be done gradually by the sale or redemption of the securities so invested in, in such manner as to prevent loss or embarrassment in the business of such savings bank, or unnecessary loss or injury to the borrowers on such securities. Id., § 132. [Note. Revised from L. 1882, c. 409, § 286. (See Birdseye's R. S., 1st ed., p. 227.) Without material change.] 133 Savings bank voluntarily closed. If the director* of any solvent savings bank shall deem it necessary or expedient to close the business of such corporation, they may, by the affirmative vote of not less than two-thirds of the whole number of trustees, at a meeting to be called for that purpose, of which all the *So in the original. trustees shall have notice, declare by resolution their determination to close such business and to pay the moneys due depositors and creditors and to surrender the corporate franchise. The vote on such resolution shall be taken by ayes and noes and the resolution and the vote thereon shall be recorded in the minutes of the board of trustees. A copy of the record of such proceedings certified by the president and secretary of the corporation shall be filed in the banking department. The trustees shall thereupon give notice to all the depositors and creditors of the adoption of such resolution by publication thereof in a newspaper or newspapers most likely to give the same proper publicity, and by written or printed notice personally served upon or mailed to every depositor and creditor of such savings bank at their last known residences, postage prepaid. Id., § 133. [Note. Revised from L. 1882, c. 409, § 293. (See Birdseye's R. S., 1st ed., p. 228.) Without material change.] 134 When dissolution effected. When the trustees of any such savings bank shall have paid the sums due respectively to all the depositors and creditors who claim their deposits, or the money due, the trustees shall make a transcript or statement from the books of the savings bank of the names of all the depositors and creditors who do not claim or have not received the balance of their credit or due them, and of the sums due them respectively, and shall file such transcript in the banking department, and pay over and transfer all such unclaimed and unpaid deposits, credits and moneys to the superintendent of banks. The trustees shall then report their proceedings duly verified to the supreme court, and upon such report and the petition of the trustees and upon notice to the attorney-general and the superintendent, and such other notice as the court may deem necessary, the court shall adjudge the franchise surrendered and the existence of the corporation terminated. Id., § 134. [Note. Revised from L. 1882, c. 409, § 294. (See Birdseye's R. S., 1st ed., p. 228.) Without material change.] 135 Deposit of unclaimed moneys. The superintendent shall receive the moneys so deposited with him by the trustees of any solvent savings bank voluntarily closing its business, and all moneys which may be deposited with him by the receivers of insolvent savings banks pursuant to the provisions of any law or the order of any court, and shall give a receipt therefor, and forthwith deposit the same in some solvent savings bank or savings banks to the credit of the superintendent of banks in his name of office, in trust for the depositors and creditors of the closed savings bank from which they were received. The superintendent shall report to the legislature annually in his report the names of such closed savings banks and the sums of unclaimed and unpaid deposits to the credit of each of them respectively. The superintendent may pay over to the persons respectively entitled thereto the moneys so held by him upon being furnished with satisfactory evidence of their right to the same. In cases of doubt or of conflicting claims he may require an order of the supreme court authorizing and directing the payment thereof. He may apply the interest earned by the moneys so held by him towards defraying the expenses in the payment and distribution of such unclaimed dividends to the depositors and creditors entitled to receive the same, and he shall include, in his annual report to the legislature, a statement of the amount of interest earned by such unclaimed dividends. Id., § 135. [Note. Revised from L. 1882, c. 409, § 296; L. 1883, c. 439, and L. 1884, c. 504. (See Birdseye's R. S., 1st ed., p. 229.) The provision requiring the verification of the transcripts or statements mentioned in § 134 seems to be omitted. Otherwise without material change.] § 150. Incorporation. ARTICLE IV. 151. Previous Notice of Intention to be Given. 152. When Superintendent shall File Certificate. 153. Examination by and Certificate of Superintendent. § 154. Capital must be Paid in Cash. 155. List of Stockholders to be Furnished to Superintendent. 156. Powers of Corporation. 157. May be Administrator, Guardian or Trustee. 158. No Security Required; Trust Fund Debts Preferred. 159. Investments of Capital and Deposits. 160. Interest and Accumulations. 161. Directors. 162. Liability of Stockholders and Directors. 163. Powers of Specially Chartered Trust Companies. 150 Incorporation. Thirteen or more persons may form a corporation to be known as a trust company. Such persons shall under their hands and seals execute and acknowledge an organization certificate in duplicate, which shall specifically state: 1. The name by which the corporation shall be known. 2. The place where its business it to be transacted. 3. The amount of its capital stock, and the number of shares into which the same is to be divided. 4. The name, residence and post-office address of each member of the corporation. 5. The term of its existence, not exceeding fifty years. 6. A declaration that each member of the corporation will accept the responsibilities and faithfully discharge the duties of a director therein, if elected to act as such, when authorized by the provisions of this chapter. Such certificate shall within sixty days after its acknowledgment be filed, one 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. The capital stock of any such corporation must be at least five hundred thousand dollars; provided, however, that a corporation with a capital of not less than two hundred thousand dollars may be organized in any city containing more than one hundred thousand inhabitants and less than two hundred and fifty thousand inhabitants, and a corporation may be organized with a capital of not less than one hundred and fifty thousand dollars in any city containing more than twenty-five thousand inhabitants and less than one hundred thousand inhabitants, and with a capital of at least one hundred thousand dollars in a city or town the population of which does not exceed twenty-five thousand, the number of inhabitants in each case to be ascertained or determined by the last federal or state enumeration. L. 1892, c. 689, § 150, as am'd L. 1893, c. 314. [Note. Revised from L. 1887, c. 546, §§ 1-3, 19, and L. 1891, c. 374. (See Birdseye's R. S., 1st ed., pp. 3199, 3202.) Without material change, except as amended in 1893.] 139 N. Y. 185; 65 Hun, 384; 47 N. Y. St. R. 571. 151 Previous notice of intention to be given. Before filing the organization certificate, a notice of intention to organize such trust company shall be published at least once a week for four weeks in a newspaper to be designated by the superintendent of banks published in the city or town where such trust company is proposed to be located. Such notice shall specify the names of the proposed corporators, the name of the proposed corporation and the location of the same as set forth in such organization certificate. If there is any trust company or trust companies organized and doing business in such city, a copy of such notice shall also be sent to each trust company so organized and doing business at least fifteen days before the filing of the organization certificate. Id., § 151, as am'd L. 1893, c. 313. [Note.- Revised from L. 1887, c. 546, § 4. (See Birdseye's R. S., 1st ed., p. 3200.) Without material change.] 152 When superintendent shall file certificate. Upon the receipt of any such organization certificate at the office of the superintendent, if it shall not be in form and substance, or duly and properly acknowledged, as required by this article, or shall not be accompanied by evidence satisfactory to the superintendent |