of the publication and service in good faith according to the intent and purpose of this chapter of the notice required by this article, the superintendent shall refuse to file such certificate, until it shall be amended in conformity to the provisions of this article. If such certificate is in due form and duly executed according to the provisions of this article, and is accompanied by evidence satisfactory to the superintendent of the proper publication and service in good faith of such notice, he shall forthwith indorse the same over his official signature, "filed for examination," with the date of such indorsement. Id., § 152.

[Note. Revised from L. 1887, c. 546, §§ 5, 6. (See Birdseye's R. S., 1st ed., p. 3200.) Without material change.]

153 Examination by and certificate of superintendent. When such certificate shall have been filed, the superintendent shall ascertain from the best sources of information at his command whether the general fitness for the discharge of the duties appertaining to such a trust of the persons named in the certificate is such as to command the confidence of the community in which such trust company is proposed to be located, and whether the public convenience and advantage would be promoted by such establishment. If so satisfied, he shall, within sixty days after such certificate has been filed by him for examination, issue under his hand and official seal the certificate of authorization required by this chapter to the persons named in such certificate, or to a portion of them, together with such other persons as a majority of those named in such organization certificate shall by writing approve, which certificate, so issued by him, shall authorize the persons named therein to become a trust company as designated in the organization certificate, subject to the provisions of this chapter; but no person shall be named in such certificate of authorization who shall not have duly made and acknowledged the declaration prescribed in subdivision six of section one hundred and fifty. The superintendent shall transmit such certificate of authorization to the county clerk of such county, who shall file the same and attach it to the organization certificate previously filed by him, and record both certificates in the book of records of incorporation, and the superintendent shall also file a duplicate of such certificate in his own office.

If the superintendent shall not be satisfied that the establishment of a trust company as proposed in any organization certificate filed by him is expedient and desirable, he shall, within sixty days after the filing of such certificate by him, give notice to the county clerk, of such county that he refuses to issue a certificate of authorization for such trust company, which notice shall be forthwith filed by the county clerk with the organization certificate. Id., § 153.

[Note. Revised from L. 1887, c. 546, §§ 7-10. (See Birdseye's R. S., 1st ed., pp. 3200, 3201. Without material change.]

154 Capital must be paid in cash. The superintendent of banks shall, before issuing a certificate of authorization to any such corporation, examine, or cause an examination to be made, in order to ascertain whether the requisite capital of such corporation has been paid in in cash; and if it appears from such examination that such capital has not been fully paid in in cash, a certificate of authorization shall not be granted; and no such corporation shall commence business until such certificate of authorization has been granted. Id., § 154.

[Note. Revised from L. 1887, c. 546, § 12. (See Birdseye's R. S., 1st ed., p. 3201.) The second clause of this section, beginning "and if it appears," is new.]

155 List of stockholders to be furnished to superintendent. Before entering upon active business, every such corporation shall file with the superintendent of banks a list of its stockholders, giving the name, residence, post-office address and number of shares of stock held by each of them respectively, which shall be verified by the two principal officers of the corporation. Id., § 155.

[Note.- Revised from L. 1887, c. 546, § 13. (See Birdseye's R. S., 1st ed., p. 3201.) Without material change.]

156 Powers of corporation. Upon the filing of any such certificate of authorization of a trust company, the persons named therein and their successors shall thereupon and thereby become a corporation and in addition to the powers conferred by the general and stock corporation laws, shall have power:

1. To act as the fiscal or transfer agent of any state, municipality, body politic or corporation; and in such capacity to receive and disburse money, and transfer, register and countersign certificates of stock, bonds or other evidences of indebted

ness.

2. To receive deposits of trust moneys, securities and other personal property from any person or corporation, and to loan money on real or personal securities. 3. To lease, hold, purchase and convey any and all real property necessary in the transaction of its business, or which the purposes of the corporation may require, or which it shall acquire in satisfaction or partial satisfaction of debts due the corporation under sales, judgments or mortgages, or in settlement or partial settlement of debts due the corporation by any of its debtors.

4. To act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute any other municipal or corporate trust not inconsistent with the laws of this state.

5. To accept trusts from and execute trusts for married women, in respect to their separate property, and to be their agent in the management of such property, or to transact any business in relation thereto.

6. To act under the order or appointment of any court of record as guardian, receiver or trustee of the estate of any minor, the annual income of which shall not be less than one hundred dollars, and as depository of any moneys paid into court, whether for the benefit of any such minor cr other person, corporation or party.

7. To take, accept and execute any and all such legal trusts, duties and powers in regard to the holding, management and disposition of any estate, real or personal, and the rents and profits thereof, or the sale thereof, as may be granted or confided to it by any court of record, or by any person, corporation, municipality or other authority; and it shall be accountable to all parties in interest for the faithful discharge of every such trust, duty or power which it may so accept.

8. To take, accept and execute any and all such trusts and powers of whatever nature or description as may be conferred upon or intrusted or committed to it by any person or persons, or any body politic, corporation or other authority, by grant, assignment, transfer, devise, bequest or otherwise, or which may be intrusted or committed or transferred to it or vested in it by order of any court of record, or any surrogate, and to receive and take and hold any property or estate, real or personal, which may be the subject of any such trust.

9. To purchase, invest in, and sell stocks, bills of exchange, bonds and mortgages and other securities; and when moneys, or securities for moneys are borrowed or received on deposit, or for investment, the bonds or obligations of the company may be given therefor, but it shall have no right to issue bills to circulate as money.

10. To be appointed and to accept the appointment of executor of or trustee under the last will and testament, or administrator with or without the will annexed, of the estate of any deceased person, and to be appointed and to act as the committee of the estates of lunatics, idiots, persons of unsound mind and habitual drunkards.

11. To exercise the powers conferred on individual banks and bankers by section fifty-five of this act, subject to the restrictions contained in said section. No such corporations shall have any right or power to make any contract, or to accept or execute any trust whatever, which it would not be lawful for any individual to make, accept or execute. No loan shall be made by any such corporation, directly or indirectly, to any director or officer thereof. No such corporation shall transact its ordinary business by branch office in any city not named in its certificate of incorporation or charter as the place where its business is to be transacted. L. 1892, c. 689, § 156, as am'd L. 1893, c. 696.

[Note. Revised from L. 1887, c. 546. §§ 11, 21, 28, 35. (See Birdseye's R. S., 1st ed., pp. 3201, 3202, 3204, 3206.) Without material change, except that subd. 11 was added by L. 1893, c. 696.]

156a Same within certain counties. Each trust company organized under the general banking laws of this state, and having its principal place of business within a county containing less than six hundred thousand and over three hundred thousand inhabitants, as appears by the last state or federal enumeration of its inhabitants, and having a capital of five hundred thousand dollars or upwards, may possess and exercise, in addition to the powers conferred upon it by the general banking laws of the state, the power upon terms and conditions to be prescribed by its by-laws, to receive upon deposit for safe keeping, bonds, mortgages, jewelry, plate, stocks and valuable property of every kind for hire, and also for hire, to examine titles to real estate, to procure and furnish information in relation thereto, and to guaranty or insure the title to real estate to persons interested in such real estate or in mortgages thereon, against loss by reason of defective title or of other incumbrances of or upon such real estate. L. 1893, c. 337, § 1.

156b Same, within certain towns. Each trust company organized under the general banking laws of this state, and having its principal place of business within a town adjoining a city, containing over eight hundred thousand and less than one million inhabitants, according to the last state census, and having a capital of two hundred and fifty thousand dollars, or upwards, may possess and exercise in addition to the powers conferred upon it by the general banking laws of this state, the power, upon terms and conditions to be prescribed by its by-laws, to receive upon deposit for safe keeping, bonds, mortgages, jewelry, plate, stocks and valuable property of every kind for hire, and also for hire, to examine titles to real estate, to procure and furnish information in relation thereto, and to guarantee or insure the title to real estate to persons interested in such real estate or in mortgages thereon, against loss by reason of defective title or of other incumbrances of or upon such real estate. L. 1896, c. 851, § 1.

157 May be administrator, guardian or trustee. When any such corporation is appointed executor in any last will or testament, the court or officer authorized to grant letters testamentary, in this state shall, upon the proper application, grant letters testamentary thereon to such corporation. When application is made to any court or officer having authority to grant letters of administration with the will annexed upon the estate of any deceased person, and there is no person entitled to such letters who is qualified, competent, willing and able to accept such administration, such court or officer may at the request of any party interested in the estate, grant such letters of administration with the will annexed, to any such corporation. Any court or officer having authority to grant letters of guardianship of any infant, the annual income of whose estate exceeds one hundred dollars, may, upon the same application as is required by law for the appointment of a guardian of such infant, appoint any such corporation as guardian of the estate of such infant.

Any court having jurisdiction to appoint a trustee, guardian, receiver or committee of the estate of a lunatic, idiot or habitual drunkard, or to make any fiduciary appointment, may appoint any such corporation to be such trustee, guardian, receiver or committee or to act in any other fiduciary capacity.

Every court into which moneys may be paid by parties, or be brought by order or judgment, may, by order, direct the same to be deposited with any such corporation. L. 1892, c. 689, § 157.

[Note. Revised from L. 1887. c. 546. §§ 22, 23, and L. 1885. c. 425, § 1. (See Birdseye's R. S., 1st ed., pp. 3203, 3204, 3206.) Without material change.]

21 N. Y. Supp. 644–646; 26 id. 200; 30 id. 1023; 36 id. 488.

158 No security required; trust fund debts preferred. No bond or other security, except as hereinafter provided, shall be required from any such corporation for or in respect to any trust, nor when appointed executor, administrator, guardian, trustee, receiver, committee or depositary. All investments of money received by any such corporation in either of such characters shall be at its sole risk, and for all losses of such money the capital stock, property and effects of the

corporation shall be absolutely liable, unless the investments are such as the courts recognize as proper when made by an individual acting as trustee, executor, administrator, guardian, receiver, committee or depositary, or such as are permitted in and by the instrument or words creating or defining the trust. If dissolved by the legislature, or the court, or otherwise, the debts due from the corporation as such executor, administrator, guardian, trustee, committee or depositary, shall have the preference. The court or officer making such appointment, may, upon proper application, require any corporation which shall have been so appointed, to give such security as to the court or officer shall seem proper, or upon failure of such corporation to give security as required, to remove such corporation from and to revoke such appointment. Such court or officer may make orders respecting such trusts and require the corporation to render all accounts which such court or officer might lawfully require if such executor, administrator, guardian, trustee, receiver, committee or depositary were a natural person. L. 1892, c. 689, § 158, as am'd L. 1893, c. 696.

[Note. Revised from L. 1887, c. 546, § 26, and L. 1885, c. 425, §§ 1, 3. (See Birdseye's R. S., 1st ed., pp. 3204, 3206.) The former law gave the surrogate certain powers as to companies acting as executors, administrators, etc. These powers have been made general in this section; otherwise there was no material change in the section as originally enacted. The amendment of 1893 considerably altered the section.]

159 Investments of capital and deposits. The capital of every such corporation shall be invested in bonds and mortgages on unincumbered real property in this state worth at least double the amount loaned thereon or in the stocks or bonds of this state, or of the United States, or of any county or incorporated city of this state duly authorized by law to be issued.

The moneys received by any such corporation in trust may be invested in its discretion in the securities of the same kind in which its capital is required to be invested, or in the stocks or bonds of any state of the United States, or in such real or personal securities as it may deem proper. No such corporation shall hold stock in any private corporation to an amount in excess of ten per cent of the capital of the corporation holding such stock. Id., § 159.

[Note. Revised from L. 1887, c. 546, §§ 20, 27, and L. 1890, c. 439, § 1. (See Birdseye's R. S., 1st ed., pp. 3202, 3204.) Without material change.]

160 Interest and accumulations. On all sums of money not less than one hundred dollars which shall be collected and received by such corporation acting as executor, administrator, guardian, trustee, receiver or committee under the appointment of any court or officer, or in any fiduciary capacity under such appointment, or as a depositary of moneys paid into court, interest shall be allowed by such corporation not less than the rate of two per cent per annum until the moneys so received shall be duly expended or distributed. If such interest moneys, or any part thereof, shall not annually be expended or distributed pursuant to the terms or provisions of the trust under which such moneys are held, the amount thereof not so expended or distributed shall be accumulated by such corporation for the benefit of the parties interested in such trust fund, and shall be added to the principal to constitute a new principal, upon which interest shall thereafter be computed. Id., § 160.

[Note. Revised from L. 1887, c. 546, §§ 24, 25. (See Birdseye's R. S., 1st ed., p. 3204.) Under the former law, the provisions embodied in the first sentence of this section applied only to moneys received in the capacity of guardian, receiver or depositary of moneys in court; now it applies to all moneys received under order of court. The provisions embodied in the last sentence applied only to support and education of infant in certain cases. They have now been generalized to cover all trust funds.] 161 Directors. The affairs of every such corporation shall be managed, and its corporate powers exercised by a board of directors of such number, not less than thirteen nor more than twenty-four, as shall, from time to time, be prescribed in its by-laws. No person can be director who is not the holder of at least ten shares of the capital stock of the corporation. The persons named in the organization certificate, or such of them, respectively, as shall become holders of at least ten shares of such stock, shall constitute the first board of directors, and may add to their number not exceeding the limit of twenty-four, and shall severally

continue in office until others are elected to fill their respective places. Within six months from the time when such corporation shall commence business, the first board of directors shall classify themselves by lot, into three classes, as nearly equal as may be. The term of office of the first class shall expire on the third Wednesday of January next following such classification; the term of office of the second class shall expire one year thereafter; and the term of office of the third class shall expire two years thereafter. At or before the expiration of the term of the first class, and annually thereafter, a number of directors shall be elected. equal to the number of directors whose term will then expire, who shall hold their offices for three years, or until their successors are elected. Such election shall be held at the office of the corporation, and at such time and upon such public notice, not less than ten days, by advertisement in at least one newspaper approved by the superintendent of banks, published in the city where such corporation is located, as shall be prescribed in the by-laws. In case of failure to elect any director on the day named, the directors whose terms of office do not that year expire, may proceed to elect a number of directors equal to the number in the class whose term that year expires, or such number as may have failed of reelection. The persons so elected, together with the directors whose terms of office shall not that year expire, shall constitute the board of directors until another election shall be held according to law. Vacancies occurring in the intervals of elections shall be filled by the board. Each director when appointed or elected shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of such corporation, and will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to such corporation, and that he is the owner in good faith and in his own right, of the number of shares of stock required by this section, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated or in any way pledged as security for any loan or debt. Such oath shall be subscribed by the director making it, and certified by the officer before whom it is taken, and shall be immediately transmitted to the superintendent of banks, and filed and preserved in his office. Id., § 161, as am'd L. 1896, c. 452.

[Note.

Revised from L. 1887, c. 546, §§ 14, 15. (See Birdseye's R. S., 1st ed., p. 3201.) The second sentence is new. The words "trustees shall be re-eligible," in the former law, have been omitted. The last two sentences were added in 1896.]

162 Liability of stockholders and directors. If default shall be made in the payment of any debt or liability contracted by any such corporation, the stockholders thereof shall be individually responsible, equally and ratably, for the then existing debts of the corporation, but no stockholder shall be liable for the debts of the corporation to an amount exceeding the par value of the respective shares of stock by him held in such corporation at the time of such default. For all losses of money which the capital stock shall not be sufficient to satisfy, the directors shall be responsible in the same manner and to the same extent that directors are now responsible in law or equity. Id., § 162.

[Note. Revised from L. 1887, c. 546, §§ 29, 30, and L. 1889, c. 558. (See Birdseye's R. S., 1st ed., pp. 3204, 3205.) Without material change, except that the former law carefully provided that no person holding stock as executor, administrator, trustee, etc., or as collateral security, should be individually liable as stockholder. This provision is omitted, and it is doubtful whether it is covered by § 54 of The Stock Corporation Law, where the liability may apply only to capital stock which has not been fully paid. See note under § 52, ante.]

163 Powers of specially chartered trust companies. Every trust company incorporated by a special law shall possess the powers of trust companies incorporated under this chapter and shall be subject to such provisions of this chapter as are not inconsistent with the special laws relating to such specially chartered company. Id., § 163.

New.