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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.
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.
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 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.
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.
8. New business.
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.
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
same at its next following meeting, and its chairman shall, during the pleasure of the committee, have such power and perform such lawful acts as the committee may deem necessary for the proper transaction of the current business of the company.
Section 3. The executive committee shall designate from time to time the banks or financial institutions in which deposits of the moneys of the company shall be made.
Section 4. The executive committee shall meet once every week, and at such other times as it may appoint, or may be called by the President or its chairman. A majority of the committee shall form a quorum for business, and regular minutes of its proceedings shall be kept, which shall always be open to the inspection of any trustee, and shall be read at the following meeting of the board of trustees.
Section 5. Subject to the approval of the board of trustees at its next following meeting, the executive committee may fix the compensation and define the duties not otherwise enumerated of the officers, clerks and employees of the company, who shall give such bonds as the committee may require as further provided for in Article VII., Section 1. All agents or employees of the company shall be subject to removal by the executive committee, with or without assignment of cause or reason for such action.
Section 1. There shall be an examination made in December and June of each year, of the books, accounts, cash, and securities of the company, by a committee to be appointed each half year by the board of trustees for that purpose, who shall report to the board the results of such examination, and sign and verify the semi-annual statement to the Banking Department required by statute, and the committee last appointed may make such other examinations at such other times as it may deem necessary.
Section 2. Trustees while serving on the executive committee shall be ineligible for appointment on the examining committee.
Section 1. The board of trustees may from time to time direct the creation of other committees, and may appoint from among their number, or otherwise, such other committees, standing or special, as may be deemed proper, and may direct and delegate to any such committee such powers and duties as may seem expedient, and revoke the same and terminate such duties at pleasure.
Section 1. Counsel shall be appointed by the executive committee, at stated annual compensation, for general advice to the officers, executive committee or board of trustees in the performance of their duties.
Section 2. In all cases of loans on bond and mortgage, excepting those where the title is guaranteed by a corporation approved by the board of trustees, an abstract of title, approved by the counsel of the company, shall be deposited with the company.
OFFICERS AND EMPLOYEES.
Section 1. The officers of the company shall be a President, a Vice-President, a second Vice-President, a Secretary, two Assistant Secretaries and a Trust Officer, all of whom, except the President, and Vice-Presidents, shall hold their respective offices during the pleasure of the board of trustees or of the executive
committee. The President and the Vice-Presidents shall be trustees of the company, and shall hold their offices respectively for one year from the third Wednesday of January in each year, and until others are elected in their stead. Bonds satisfactory to the executive committee, and in amount not less than ten thousand dollars, shall be given by the Secretary, Assistant Secretaries and Trust Officer, and not less than five thousand dollars by each clerk. New or additional securities may at any time be required by the executive committee.
Section 2. The election of officers shall take place on the third Wednesday of January in each year as provided for in Article II, Section 4, and vacancies shall be filled as therein provided for. The salaries or compensation of all officers and employees of the company shall be fixed by the executive committee, subject to the approval of the board of trustees as provided for in Article III., Section 5.
Section 3. The executive committee, subject to the approval of the board of trustees, may from time to time appoint, or authorize the President to appoint, such agents and employees as it may deem best, and may prescribe the duties of the officers, agents and employees of the company. All agents and employees of the company shall be subject to removal as provided for in Article III.,
Section 4. The President shall be the chief executive of the company. He shall preside at all meetings of the stockholders and of the board of trustees, and he shall be a member ex-officio of all standing committees, except the examining committee. He shall have general charge, supervision and control of the business and affairs of the company, see to the proper and safe custody of the securities of the company and in its charge, subject, however, to the authority and control of the board of trustees and of the executive committee; and, subject to review of his action by said board and committee, he may appoint, suspend and discharge all agents and employees. He may call special meetings of the trustees whenever he may deem it proper, and shall call them whenever any three of the trustees shall request him in writing to do so, of which meetings at least one day's notice shall be given.
Section 5. It shall be the duty of the President or a Vice-President to sign all certificates issued for deposits of money, and all checks drawn, except checks for dividends and coupons, which shall be signed by any two officers of the company; and to keep, or cause to be kept, a daily record of all moneys received and paid out by the company. He shall countersign or certify all bonds issued by the company as trustee.
Whenever any stock shall be hypothecated with the company as security for a debt or loan, the President is authorized at his discretion to cause the transfer of same to the company. He shall also have power to make any and all transfers of the securities of the company, which may be authorized by the executive committee.
He shall at all times exercise such general direction and supervision over the business of the company as its interests and security may require; and in all cases where the duties of the subordinate officers and agents of the company are not specially prescribed by the by-laws or resolutions of the board of trustees or of the executive committee, they shall obey the orders and instructions of the President.
Section 6. The President shall have the custody of the seal of the company, and shall have the power to affix the same to certificates of the capital stock of the company; to certificates acknowledging satisfactions of judgments and mortgages and to assignments of mortgages; to releases of portions of mortgaged premises, to transfers and powers of attorney for the transfer of hypothecated stocks, and for the collection of interest and dividends; to legal proceedings; to any assignments of mortgages or stocks to the Superintendent of the Banking Department; also to all deeds and releases of any real estate, or portions thereof, which have been or may be conveyed to the company in or by any trust deed or mortgage, and to any contract in relation to any real estate or portions thereof, so conveyed, when such deed, release or contract is authorized or required by the provisions of said deed of trust of mortgage; to certificates of deposit; to receipts for money or property; to acceptances of ap