ganize a trust company, at least once a week for four weeks, in a newspaper to be designated by the Superintendent of Banks, in the city or town where such trust company is proposed to be located; and a copy of such notice must be sent at least fifteen days before the filing of the organization certificate, to each State bank and trust company organized and doing business in the city, borough or town where such company is proposed to be located. The State banking department furnishes a form for this notice, which reads as follows:

NOTICE OF INTENTION TO ORGANIZE.

We, the undersigned, hereby give notice of our intention to organize a trust company, under and pursuant to the laws of the State of New York, and in conformity with the statute in such case made and provided, we hereby specify and state as follows, to wit:

of

First, The names of the proposed corporators are:
Second, The name of the proposed trust company is

Third, The location of the proposed trust company is to be
Fourth, The amount of its capital stock is

Dollars.

In witness whereof we have hereunto affixed our signatures this

(Here must be placed the signatures of the corporators.)

day

The corporators, having complied with these requirements, must furnish proof of their having done so to the Superintendent of Banks. For the notices in the newspaper, ordinary proof of publication should be furnished. The department furnishes a form for the proof of service on the existing trust companies, as follows:

PROOF OF SERVICE OF NOTICE OF INTENTION TO ORGANIZE. State of New York,

County of

SS.:

day of

-, being duly sworn, deposes and says that he is upwards of twenty-one years of age, and resides at No. , in the of; that on the 191, he served a copy of the annexed notice of upon each State Bank and Trust Company hereinafter named by mailing to each of such State Banks and Trust Companies a true copy of said notice at the postoffice in the of -- inclosed in a

intention to organize

sealed envelope and directed to each of such State banks and Trust Companies at their postoffice addresses, and prepaying the proper postage on each of said notices so mailed, as follows, to wit:

After the lapse of at least twenty-eight days from the date of the first due publication of the notice of intention to organize and within ten days after the date of the last publication thereof, the organization

certificate, executed in duplicate, must be submitted to the Superintendent of Banks, together with the proofs of publication and service of notice of intention to organize. A form of organization certificate is provided, as follows:

The..

ORGANIZATION CERTIFICATE OF

.Trust Company

We, the undersigned, all being of full age of us being citizens of the United States and of us being residents of the State of New York, having associated ourselves together for the purpose of forming a Trust Company under and pursuant to the Banking Law of the State of New York, do hereby certify:

thousand

First. That the name by which such Trust Company is to be known is Second. That the place where its business is to be transacted is Third. That the amount of its capital stock is to be dollars, and the number of shares into which such capital stock is to be divided is Fourth. That the names and places of residence of the incorporators are as follows: Full names. • Residences.

Fifth. That the term of its existence shall be

Sixth. That said incorporators each for himself does hereby declare that he will accept the responsibilities and faithfully discharge the duties of a director if elected to act as such when authorized by the provisions of the Banking Law of the State of New York.

IN WITNESS WHEREOF, We have made, signed and acknowledged this certificate in duplicate, this day of

State of New York,

County of

191-.

SS .:

On this

day of

191-, personally appeared before me

to me known to be the persons described in and who executed the foregoing certificate, and severally acknowledged that they executed the same.

(Attach County Clerk's certificate authenticating signature of Notary Public who takes acknowledgments.)

After receipt of the organization certificate, if it complies with the requirements of law in all particulars, the Superintendent of Banks must endorse on it "Filed for examination," with date. The Superintendent is then charged with the duty of ascertaining whether the character, responsibility and general fitness of the persons named in such certificate are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the intent and purpose of the law, and whether the public convenience and advantage will be promoted by allowing such proposed corporation to engage in business. Within sixty days after the filing of such certificate for examination, he must endorse upon each of

the duplicates of the certificate the word "approved" or the word "refused," with the date, and his official signature. In case of refusal he returns one of the duplicates to the proposed incorporators. In case of approval, he notifies the proposed incorporators, files one of the duplicate certificates in his own office and the other in the office of the county clerk.

At this point the corporate existence of the trust company begins, and it has power to elect officers and transact such other business as relates to its organization. It may not transact any other business, however, until its capital stock has been fully paid and an affidavit of said payment has been filed with the Superintendent, until it has filed with the Superintendent a verified list of its stockholders, with name, residence, post-office address and number of shares held by each stockholder, until it has made the required deposit with the Superintendent, and until it has received from him the authorization certificate. The various steps of the organization are outlined by the Banking Department as follows:

PROCEDURE FOR THE ORGANIZATION OF A TRUST COMPANY.

Chapter 2 of the Consolidated Laws.

1. Execution by incorporators of notice of intention to organize and organization certificate in duplicate. Sections 180-181.

2. Filing of notice of intention to organize with Superintendent with request for designation of newspaper in which to publish same. In order to assist the Superintendent in making the investigation hereafter required and to expedite same, it is advisable to submit at the same time a statement with reference to the need for such an institution and two references (banking references preferred) for each incorporator. Sections 20 and 23.

3. Designation of newspaper in which to publish notice of intention to organize. Section 20.

4.

Publication of notice of intention. Section 181.

5. Service of notice of intention. Section 181.

6. Submission of organization certificate in duplicate to Superintendent of Banks accompanied by proof of publication and of service of notice of intention. Section 182.

7. Filing of duplicate organization certificates for examination. Section 22. 8. Investigation by the Superintendent of Banks and approval or refusal. Section 23.

9. Filing of duplicate organization certificates. 10. Payment of capital. Section 183.

11. Organization as corporation. Section 183.

Section 23.

12. Examination by Superintendent as to payment of capital and report. Section 24.

13. Filing of affidavit of payment of capital in County Clerk's office and certified copy in office of Superintendent of Banks. Section 183.

14. Payment of organization tax and filing of duplicate receipts with Superintendent of Banks and County Clerk. Section 180 of Tax Law.

15. Filing of verified list of stockholders in the office of the Superirtendent. Section 183.

16. Deposit of bonds with Superintendent. Sections 183 and 184.

17. Filing oaths of directors with Superintendent. Section 211.

18. Authorization certificate to be issued by the Superintendent and filed and recorded in the office of the Superintendent and of the County Clerk. Section 24.

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.

BY-LAWS.

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 used by a company in New York, having total assets of about fourteen 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.
ARTICLE I.
STOCKHOLDERS.

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 before 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 of 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.

ARTICLE II.

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.