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Sec. 11865. Trust and fiduciary relations of old companies continues in new. If any trust company which merges with or shall have merged with another, or if any trust company which consolidates with or shall have consolidated with another or other trust companies to form a consolidated trust company, shall be nominated and appointed or shall have been nominated or appointed as executor, guardian, curator, administrator, agent or trustee or in any other trust relation or fiduciary capacity in any will, trust agreement, trust conveyance or any other conveyance or instrument whatsoever prior to such merger or consolidation (even though such will, trust agreement, trust conveyance, or other conveyance or instrument shall not become operative or effective until after such merger or consolidation shall have become effective) every such office, trust relationship, fiduciary capacity and all of the rights, powers, privileges, duties, discretions and responsibilities, so provided to devolve upon, vest in, or inure to the company so nominated or appointed, shall fully and in every respect devolve upon, vest in and inure to and be exercised by the trust company into which such company so designated in such capacity shall be or shall have been merged, or shall devolve upon, vest in, inure to and be exercised by the consolidated trust company formed by any consolidation to which the trust company so designated shall have been a party, whether there be one or more successive mergers or consolidations. (Laws 1919, p. 167.)
SAVINGS BANKS AND SAFE DEPOSIT INSTITUTIONS.
11866. How incorporated-articles
11867. Articles to be signed and recorded, etc.
11883. Indemnity fund.
11884. Net profits divided among certain depositors.
11885. Interest or dividends not to be declared until examination is made. 11886. Notices and rules.
11870. Powers and duties of board of di- 11887. Guaranty and indemnity funds. rectors-election of officers.
11871. Purposes for which corporation may
11873. Forbidden to deal in certain property.
11888. Compensation of directors acting as officers.
11889. Officers to give bond.
11890. Report to be made to bank commis-
11891. Id. What report shall state.
11893. Bank commissioner to report to gen-
11894. Bank commissioner to examine.
11878. Pass books-limit upon individual de- 11895. Duty of bank commissioner when in
Sec. 11866. How incorporated-articles to contain what.— Any five or more persons who shall have associated themselves by articles of agreement, in writing, as provided by law for the purposes included under section 11871 of this article, may be incorporated under any name or title designating such business. The articles of agreement shall set out:
First-The corporate name of the proposed corporation, which shall not be the name of any other corporation heretofore incorporated in this state for similar purposes, or an imitation of such name.
Second-The name of the city or town and county in which the corporation is to be located.
Third-The amount of capital stock of the corporation, the number of shares of one hundred dollars each, into which it is divided, and the par value thereof; and that the entire amount thereof has been subscribed in good faith, and actually paid in lawful money of the United States, and is in possession of the persons named as the first board of directors.
Fourth-The names and places of residence of the several shareholders, and the number of shares subscribed by each.
Fifth-The number of the board of directors, and the names of those agreed upon for the first year.
Sixth-The number of years the corporation is to continue, which in no case shall exceed fifty years.
Seventh-The purposes for which the corporation is formed. (R. S. 1909, § 1142.)
Sec. 11867. Articles to be signed and recorded, etc.—The articles of agreement shall be signed and acknowledged by the parties thereto, and recorded in the office of the recorder of deeds of the county or city in which the corporation is to be located, and a certified copy of such recorded instrument shall be filed in the office of the bank commissioner, who shall, if he finds that all the requirements of the preceding section have been fully complied with, and that full payment has been made, of all incorporation or other fees and charges required by law, thereupon give a certificate that said corporation has been duly organized and the amount of its capital stock; and such certificate shall be taken by all courts of this state as evidence of the corporate existence of such corporation. The persons so acknowledging such articles of association and their successors shall, for the period not to exceed fifty years next succeeding the issuing of such certificate by the bank commissioner, be a body corporate, and by such name they and their successors shall be entitled to have, possess and enjoy all the rights, powers and privileges conferred by law upon corporations, subject to the provisions of this article. (R. S. 1909, § 1143.)
Sec. 11868. Capital stock, amount required. The capital stock of any corporation created under this article shall not be less than ten thousand dollars in cities having a population of fifty thousand inhabitants or under; and not less than fifty thousand dollars in cities having a population of more than fifty thousand and less than one hundred and fifty thousand inhabitants; and not less than one hundred thousand dollars in cities having a population of one hundred and fifty thousand or over-the entire amount of capital stock to be subscribed for in good faith, and actually paid up in lawful money of the United States at the time of the filing of the articles of association, which capital stock shall be regarded as a guaranty fund for the security of depositors, and shall be invested as provided in sections 11871 and 11872 of this article. (R. S. 1909, § 1144.)
Sec. 11869. Board of directors-how elected-term.-The property and business of the corporation shall be controlled and managed by a board of directors, not less than five nor more than thirteen in number, who shall be stockholders of the corporation, and a majority of whom shall be bona fide citizens of this state, to be elected by ballot by the shareholders of the corporation for one year, at such time and place as shall be directed by the by-laws of the corporation, of which time and place at least two weeks' notice shall be published in some newspaper published at least once a week in the city or county in which the corporation is located. Such election shall be made by such of the shareholders as shall attend in person or by proxy, in writing. In case the election shall not be made on the day named, the corporation shall not thereby be dissolved, but an election may be held at any other time agreeable to the by-laws of the corporation; and the persons so elected shall hold their office until others are elected and qualified. If the number of directors shall exceed five, they shall, as soon as may be, after the organization, divide themselves by ballot into three classes, of equal number as may be, designated the first, second and third class, of which the first class shall remain in office one year, the second class two years, and the third class three years; and at each annual election conducted in the manner hereinbefore designated, directors shall be elected for the term of three years, to fill the vacancies created by the retiring class. In case of death or resignation of one or more of said directors, the survivors shall fill the vacancy until the next election. (R. S. 1909, § 1145.)
Sec. 11870. Powers and duties of board of directors-election of officers.-The directors shall elect from their number a president, one or more vice-presidents and secretary and treasurer; and may appoint such other officers and agents as they may
deem necessary for the proper conduct of the business of the corporation, and may allow them reasonable compensation for services rendered; and a vote of a majority of the full board shall be requisite for the appointment of any officer receiving a salary therefrom, or to fix or to increase the salary of any officer. No person shall be disqualified for being director by reason of his being a director or officer of a banking or saving institution organized under the laws of this state. The board of directors of any such corporation shall have power, from time to time, to make such by-laws, rules and regulations as they may think proper for the election of officers, for prescribing their respective powers and duties, and the manner of discharging the same, for the appointment and duties of committees, and generally, for transacting, managing and directing the affairs of the corporation: Provided, such by-laws, rules and regulations be not repugnant to nor inconsistent with the provisions of this article, or the Constitution and laws of this state or the United States. S. 1909, § 1146.)
Sec. 11871. Purposes for which corporation may be created -investment of deposits.-Corporations may be created under this article: First, for the purpose of receiving, for accumulation and safe-keeping, any deposit of money, from any person, corporation or society, and investing, holding and repaying the same, crediting and paying interest thereon, as in this article authorized and provided, and not otherwise; and secondly, also, at its option, in connection therewith, for the purpose of taking and receiving as bailee for safe-keeping and storage only, jewelry, plate, money, specie, bullion, stocks, bonds, securities and valuable papers of any kind, and other valuables, and guaranteeing their safety, upon such terms and for such compensation as may be agreed upon; and to let out vaults, safes and other receptacles for the uses, purposes and benefits of such corporation. All sums so received, except those held as bailee for safe-keeping and storage only, and the income derived therefrom, and all moneys entrusted to any such corporation, by order of court or other lawful authority, shall be invested only as follows:
First-In bonds or interest-bearing notes or obligations of the United States, or those for which the faith of the United States is pledged for the payment of the interest and principal.
Second-In bonds of this state bearing interest.
Third-In bonds of any state in the Union that has not, within five years previous to making such investments by such corporation, defaulted in the payment of any part of either principal or interest thereof.
Fourth-In bonds of any city, county, town, township or school district of this state that has not defaulted in the payment
of any part of either principal or interest thereof, within five years previous to making such investment; and provided, such bonded debt does not exceed five per cent.
Fifth-In the bonds of any city, town or county which had, in each case, at the time of the investment, more than twenty thousand inhabitants, as ascertained by the United States or state census made next preceding such investment in the states of Illinois, Ohio, Indiana, Michigan, Iowa, Kansas, Nebraska, Wisconsin, Colorado or Texas, issued pursuant to the authority of any law of such states: Provided, the entire bonded indebtedness of such city or county shall not exceed five per cent. of the assessed value of the taxable property therein, including the issue of bonds in which said investment is made, as shown by the last assessment preceding the investment; and provided further, that such city, town or county, or state in which it is situated, has not defaulted in the payment of any part of either principal or interest thereof within five years previous to making such investment. It shall not be lawful for any savings institution organized under this article to invest more than twenty-five per cent. of its assets in the bonds of cities, towns or counties situated outside of this state, nor to invest more than three per cent. of its assets in the bonds of any one of such cities, towns or counties, nor to invest in more than ten per centum of all the bonds issued by any such city, town or county, nor to make any investment in the bonds of any city, town or county situated out of this state, which had been or shall be issued to aid in the construction of any railroad.
Sixth-In the first mortgage bonds of any steam railway, the income of which is sufficient to pay all operating expenses and fixed charges, and which is completed and operated, wholly or in part, in the following named states: Missouri, Indiana, Iowa, Minnesota, Kansas, Nebraska, Colorado, Michigan, Illinois, Wisconsin, Arkansas, Texas and Ohio, and which has paid the interest as it became due on its bonds for three years. next preceding such investment, or in the first mortgage bonds of the Central Pacific, Northern Pacific, Union Pacific, New York Central, West Shore and Pennsylvania railway companies.
Seventh-In bonds or notes secured by first mortgages or deeds of trust on unencumbered real estate, worth at least twice the amount loaned thereon; but in case the loan is on unimproved and unproductive real estate, the amount loaned shall not be more than forty per cent. of its actual value; but not to exceed sixty per cent. of the whole amount of the funds of the corporation shall be so loaned or invested; and no investment in any bond or notes so secured shall be made, except upon the report of a committee charged with the duty of investigating the same,