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is a member, and not in excess of the amount authorized by this article.
Total reserves. The term, "total reserves," when used in this article, means the aggregate of reserves on hand and reserves on deposit maintained pursuant to the provisions of this article. Reserve depositary. The term, "reserve depositary," when used in this article, means a bank, trust company or banking corporation approved by the bank commissioner as a depositary for reserves on deposit.
Stockholder. The term, "stockholder," when used in this article, unless otherwise qualified, means a person who appears by the books of a stock corporation to be the owner and holder of one or more shares of the stock of such corporation.
Population. The term, "population," when used in this article, means population as determined by the last state or federal enumeration; or when used in connection with the words "unincorporated village,” as determined by the bank commissioner from the best available source of information.
Assessment. Wherever in this article the commissioner is authorized to levy an assessment against any corporation or person, because of its, or his, failure to do any act or because of the doing of any act by such corporation or person, the word "assessment" shall be construed as being synonymous with the word "forfeiture." (Laws 1915, p. 193.)
Construction-effect of repeal. The provisions of this act, so far as they are the same as those of existing laws, shall be construed as a continuation of such laws and not as new enactments; and the repeal by this act of any provision of law shall not revive any law heretofore repealed or superseded; nor shall it affect any act done, liability incurred, or any right accrued and established, or any suit of prosecution, civil or criminal, pending or to be instituted, to enforce any right or penalty or to punish any offense under the authority of the repealed laws; and any person who at the time when said repeal takes effect holds office under any of the laws repealed shall continue to hold such office according to the tenure thereof. (Laws 1915, p. 195.)
*The "Act" referred to in Sec. 11844 was approved and became effective March 25, 1915 (Laws of 1915, page 102), and embraced articles T II and III of this chapter, exclusive of amendment added thereto since its adoption and approval.
11846. Agreement, how authorized, executed, 11857. Dissenting stockholder may receive and acknowledged.
11847. Agreement for merger shall contain,
reasonable value of his stock. Limitation, petition, hearing, appointment of appraisers, etc.
consolidation shall 11858. Finding and report of appraisers;
11849. Certified copies evidence.
11850. Verified copies of agreement and pro
ceedings shall be submitted to bank
compensation; notice to be given by clerk of court.
11859. Exceptions to appraisal, review, new appraisal, final judgment; stock to be surrendered.
11851. Bank commissioner shall certify find- 11860. Cost of proceeding, how taxed.
11852. If approved, agreement shall be sub-
11955. Agreement for consolidation becomes
11861. Corporate existence of old merged into new company; title to property, etc. 11862. New company succeeds to fiduciary relations of old, etc.
11863. New company liable for obligations of old.
11864. Pending actions to be prosecuted; substitution.
11865. Trust and fiduciary relations of old companies continue in new.
Sec. 11845. Trust companies may merge or consolidate.— Any trust company or trust companies, heretofore or hereafter organized under the laws of this state, may be merged in any other such trust company, or may be consolidated with any other such trust company or trust companies, to form a consolidated corporation under this article, on compliance with the provisions of this act. (Laws 1919, p. 160.)
Sec. 11846. Agreement, how authorized, executed and acknowledged. Each trust company which is to be a party to such merger or to such consolidation shall, upon being first authorized by its board of directors by the affirmative vote of a majority of all the members of such board, enter into an agreement with the other trust companies which are to be parties to such merger or to such consolidation, providing for such merger or such consolidation on the terms and conditions therein set out. agreement shall be in writing, and executed and acknowledged under the respective seals of such trust companies as are parties thereto; such execution and acknowledgment shall be in such form as now or hereafter required by law for execution and acknowledgment of instruments conveying real estate. (Laws 1919, p. 160.)
Sec. 11847. Agreement for merger shall contain what.—If such agreement provides for a merger, then it shall set out: First, the names of the companies thereto; second, the terms and condi
tions of such merger, and the mode of carrying same into effect; third, the corporate name of the receiving trust company under such merger; such name may be the name in whole or in part of any trust company which is a party to such merger; fourth, the names of the persons who shall constitute the board of directors of the receiving company, after such merger shall have been accomplished, provided that the number and the qualifications of such directors shall be in accordance with the provisions of this chapter relating to the number and qualifications of directors of trust companies; fifth, such agreement shall further provide that the directors so named shall, after qualifying, divide themselves into classes in accordance with the provisions of this chapter, and that they may adopt new by-laws for the trust company for which they are so named as directors. (Laws 1919, p. 160.)
Sec. 11848. Agreement for consolidation shall contain what. If the agreement provides for a consolidation, then the agreement shall set out: First, the terms and conditions of such consolidation and the method of carrying same into effect; second, the name of the proposed corporation, which may be the name in whole or in part of any one or more of the corporations which are parties to the agreement; third, the name of the city or town. and county in this state in which the consolidated corporation is to be located; fourth, the amount of the capital stock of such corporation; fifth, the number of shares into which it is divided and the par value thereof; sixth, that the shares have been subscribed by the persons named therein as the first board of directors as trustees for each of the stockholders of the contracting corporations, and that all of said capital stock has been paid up either in lawful money of the United States, or by the capital stock, surplus and undivided profits of the corporations which are parties to said agreement, provided that such part of the capital of the consolidated corporation as is paid by the capital, surplus or undivided profits of either one or more of the contracting corporations, shall be received only for the amount which may be approved by the bank commissioner therefor; seventh, and that the custody of all such cash and property has been placed in the care and control of the persons named as the first board of directors; eighth, and the number of directors and the names and addresses of the directors chosen for such consolidated corporation and that said directors shall, after qualifying, divide themselves into classes in accordance with the provisions of this chapter and that they may adopt new by-laws for such consolidated company; ninth, and the purposes for which the corporation is formed, which shall be limited to the purposes as then prescribed by law for trust companies under this chapter; tenth, and the number of directors necessary to constitute a quorum; eleventh,
and the duration of the corporation as may be then permitted by law; twelfth, such other provisions as may be necessary or proper to fully set out the rights of the respective contracting corporations, their stockholders and creditors and the plan of such consolidation. (Laws 1919, p. 161.)
Certified copies evidence.-A copy of the minutes of such proceedings of such respective boards, and a copy of such agreement certified and verified by the respective secretaries of the trust companies wherein such proceedings shall be had, shall be presumptive evidence of the action of such respective boards. (Laws 1919, p. 161.)
Sec. 11850. Verified copies of agreement and proceedings shall be submitted to bank commissioner.-A copy of such agreement so executed and such certified and verified copies of the proceedings of the respective boards of directors shall be submitted in duplicate to the bank commissioner for his approval, and he shall have full power and authority to approve or disapprove the same, provided that in case the bank commissioner shall disapprove such agreement so submitted, the companies which are parties thereto may submit another plan for a merger or a consolidation under the provisions of this chapter. 1919, p. 161.)
Sec. 11851. Bank commissioner shall certify finding within thirty days. Such approval or disapproval by the bank commissioner shall be certified by him in writing to each trust company which is a party to such merger or such consolidation within thirty days after the date of submission of such agreement to him. (Laws 1919, p. 162.)
Sec. 11852. If approved, agreement shall be submitted to stockholders within sixty days-notice. In case of approval by the bank commissioner, such agreement shall within sixty days after the date of such approval be submitted to the stockholders of each trust company which is a party to such merger or consolidation. The meeting of the stockholders of each such trust company for said purpose shall be called upon notice specifying the time, place and object thereof, addressed to each stockholder at his last known post office address and deposited, postage prepaid, in the post office at least two weeks prior to such meeting, and such notice shall be likewise published once a week for at least two successive weeks in at least one newspaper in each of the counties in which any of such trust companies has its place of business, and for the purpose of such notice the city of St. Louis shall be considered as a county. (Laws 1919, p. 162.)
Sec. 11853. Agreement binding if two-thirds stock of respective companies be cast for it.-At the time and place fixed by said notice each of the trust companies shall respectively hold a meeting of their respective stockholders for the purpose of considering said agreement, and if the stockholders of each of the trust companies respectively shall at their respective meetings vote two-thirds of the stock of their respective trust companies in favor of such agreement, then such agreement shall be valid and binding upon such trust companies. (Laws 1919, p. 162.)
Sec. 11854. Agreement for merger becomes effective on filing and recording of minutes, etc.-If such agreement shall be so approved and ratified by the stockholders of each of the respective trust companies, then in case such agreement provides for a merger, a copy of the minutes of the respective stockholders' meetings at which such agreement shall have been approved, with a copy of such agreement and the bank commissioner's approval thereof, all certified and verified by the respective secretaries of such meetings, shall be filed in the office of the bank commissioner and a like copy of such minutes, agreement and approval shall be filed with the secretary of each of the trust companies, which are parties to such agreement, and a like copy of such minutes, agreement and approval, together with an affidavit of the secretary of the receiving corporation in such merger showing the filing of such copies with the bank commissioner, as herein provided, and also the filing of such copies with the secretary of each of the trust companies, which are parties to such agreement, shall be filed for record and recorded in the office of the recorder of deeds of each county wherein is located the place of business of each trust company which is party to such agreement, it being understood that the city of St. Louis shall be considered as a county in regard to the filing and recording of such copies. Upon the filing for record of the copies as hereinabove required to be filed for record in the office of the recorder of deeds, the agreement and merger shall become effective according to its terms. (Laws 1919, p. 162.)
Sec. 11855. Agreement for consolidation becomes effective on filing and recording of minutes, etc., and payment of legal fees. If such agreement shall be so approved and ratified by the stockholders of the respective trust companies, then in case such agreement provides for a consolidation of the trust companies which are parties thereto, a copy of the minutes of the proceedings of the respective stockholders' meetings at which such agreement shall have been approved, with a copy of such agreement and the bank commissioner's approval thereof, all certified and verified by the respective secretaries of such meet