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pointment, as executor, administrator, guardian, receiver or other special trust, ordered by a court having jurisdiction, and to such transfers of the securities of the company as may be authorized by the executive committee. The seal of the company shall not be affixed to any other deed, conveyance or instrument whatever, unless by authority of the board or executive committee.
Section 7. In the case of the death, absence, or disability of the President, his powers shall be exercised and his duties discharged by the Vice-President, and in like manner the second Vice-President shall have the powers and duties of the President, in the event of the absence or disability of the President and Vice-President; and in the event of the death, absence, or disability of the President, Vice-President and second Vice-President, the executive committee for the time being shall appoint one of their number to act as President until the board of trustees shall, by a majority vote of their number, appoint a trustee to act as President pro tempore.
The said Vice-Presidents shall perform all such other duties as may be assigned to them from time to time by the board or the executive committee. One of the Vice-Presidents shall be a salaried officer of the company, and shall devote his entire time and attention to the business. He shall assist the President, as he may be directed from time to time. He shall, under direction of the President, be charged with the administration of the business and affairs of the company. He shall have such other duties as may be prescribed by the board of trustees, the executive committee, or the President.
Section 8. The Secretary shall be the custodian of the records of the company, unless otherwise provided by the by-laws, or directed by the board of trustees, or the executive committee. He shall keep the records of all votes and proceedings of the stockholders and of the board of trustees and of the executive committee in books kept for that purpose. He shall give due notice of all meetings of the stockholders and of the board of trustees and of the executive committee.
He shall supervise the receipts of all moneys, and the issuing of vouchers or certificates therefor, and shall keep a record daily of all such receipts and vouchers or certificates. He shall examine and countersign all checks for the payment of money, except checks for dividends and coupons, which shall be signed by any two officers of the company, and no money-voucher or certificate, except as before provided, shall be issued from the office without his signature thereon.
He shall supervise the deposits of all money lodged daily in bank, and compare the entry thereof with the book on its return from the bank, and also with the record of the receipts of the day.
He shall have the custody, under the control and supervision of the President, or a Vice-President, of all securities lodged as collaterals for loans made by the
Section 9. He shall also have the supervision of the stock and bond ledgers, and the proper filling out, completion and delivery of all certificates of stocks, taking the proper vouchers there for also the payments of all dividends. He shall perform such other duties as may be assigned to him by the Vice-Presidents, President, executive committee, or board of trustees.
Section 10. The Assistant Secretaries shall assist the Secretary.
In the absence or disability of the Secretary, an Assistant Secretary shall have the powers and perform the duties of the office. The Assistant Secretaries shall perform such other duties as may be assigned to them by the Vice-Presidents, President, executive committee, or board of trustees. In case of the absence or disability of the Secretary and both Assistant Secretaries, the President shall designate such trustee, officer or employee of the company as he may deem proper to act as Secretary pro tempore, with the like powers and duties.
Section 11. The Trust Officer shall give his special attention and supervision to the various trust accounts opened in the office, see that all entries of debits and credits are correctly made and properly registered, and all trust records properly made and kept. He shall have general charge of the transfers and registries of all stocks and bonds, the exchange of bonds, the payment of interest of all registered bonds and coupons paid at the office of the company. He shall countersign all trust checks issued, except coupon checks. He shall perform
such other duties as may be assigned to him by the Vice-Presidents, President, executive committee, or board of trustees. In case of the absence or disability of the Trust Officer, the President shall designate such trustee, officer or employee of the company as he may deem proper to act as Trust Officer pro tempore, with the like powers and duties.
CONDUCT OF BUSINESS.
Section 1. No loan on bond and mortgage shall be made without the approval and concurrence of the President, and the executive committee, and in all cases of loans on bond and mortgage, except 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.
All agreements or instruments of trust shall, when required by the President, be examined and approved by the counsel of the company before the acceptance or execution thereof.
Section 2. No loan shall be made to any member of the board of trustees or officer of the company.
Section 3. All moneys of the company, or under its charge, deposited in financial institutions designated by the executive committee, shall be deposited therein to the credit of the company by its corporate name.
Section 4. Every expense incurred or paid exceeding two hundred and fifty dollars shall be reported to the executive committee at its next meeting after the making of such obligation or disbursement.
Section 5. Certificates of money received on deposit, specifying the duration and terms of the deposit, shall be issued when required by the person making the deposit; but in such cases the money received, shall, when due, be payable only on the production of the original certificate, or its substitute if the original be lost or destroyed.
All certificates of deposit previous to their being issued shall be registered in certificate books to be kept for that purpose, which books shall be prepared with sufficient stub-margins, in which each certificate shall be numbered, registered and described, and where all payments thereon shall be recorded; and all certificates when paid in full shall be cancelled, defaced and filed away.
Section 6. If any person shall apply for certificate of stock of the company, or a certificate of deposit, to be issued in lieu of one lost or destroyed, he shall make an affidavit of the facts and circumstances of the loss or destruction; he shall advertise in one or more daily public newspapers to be designated by the President, for the period of six weeks, twice in each week, an account of the loss or destruction, describing the certificate and calling upon all persons to show cause why a new certificate should not be issued in lieu of that lost or destroyed; and he shall file with the company his affidavits and the advertisement above required, with proof of its due publication, and shall give to the company his bond of indemnity with one or more sureties satisfactory to the President, in double the amount of the certificate, against any damage that may arise from issuing a new certificate; whereupon the President may issue a new certificate of the same number and tenor as that said to be lost or destroyed, and specifying that it is in lieu thereof.
Section 7. No interest on any bond and mortgage to the company shall be allowed to remain overdue longer than thirty days without a foreclosure or suit being ordered by the President, unless a longer delay shall be directed by the executive committee. And it shall be the duty of the Secretary to notify the executive committee of any such default in payment of interest or principal of any loan on bond and mortgage.
Any other loan not paid at its maturity shall be reported by the Secretary to the executive committee at its meeting next following such default.
Section 8. Books of transfer shall be kept, in which all transfers of capital stock and of certificates of deposit, when assignable, shall be made and entered by the persons entitled to make such transfers, or by their attorneys; but no such transfer shall be permitted until the original certificate shall be surrendered and cancelled.
Section 9. The President, or such other trustee as may be designated for the purpose by resolution of the board of trustees or of the executive committee, may become a director or trustee in any corporation of which this company is a stockholder or creditor, for the purpose of representing therein the interests of this company.
Section 1. The interest or ownership of each shareholder of this company shall be evidenced by certificates of shares of the capital stock of the company. No certificate shall be valid unless signed by the President or one of the VicePresidents, and the Secretary or one of the Assistant Secretaries, and sealed with the company's seal.
Section 2. All such certificates shall be issued in consecutive order from the certificate book, and shall be numbered and registered in the order in which they are issued, and on the stub of each certificate issued shall be entered the name of the person owning the shares represented by such certificate, with the number of shares and the date thereof, and in case of cancellation the date of cancellation. A receipt for each certificate issued shall be duly signed on or attached to the stub of the certificate book, and all certificates exchanged or surrendered shall be cancelled and pasted in their original places in the certificate book, and no new certificate issued until the old certificate or certificates for the same number of shares shall have been surrendered and cancelled.
Section 3. Shares in the capital stock of the company shall be transferred only on the books of the company by the holder in person upon surrender and cancellation of certificates for a like number of shares, or by his attorney with like surrender and cancellation of such certificates with duly executed power to transfer, endorsed thereon or attached thereto.
Section 4. All certificates of stock issued by the company shall be countersigned by such bank or other institution as shall be from time to time designated by the executive committee as registrar of transfers, and no certificate of stock shall be binding upon the company or have any validity until so countersigned.
DIVIDENDS AND CLOSING OF TRANSFER BOOKS.
Section 1. The board of trustees may declare dividends from the net profits of the company whenever they shall deem it expedient.
Section 2. The transfer books of the company shall be closed for such length of time as the board of trustees may from time to time determine as necessary before the payment of dividends, and before meetings of the stockholders for elections.
AMENDMENTS TO BY-LAWS.
No new by-laws shall be adopted, nor shall any alteration be made in the by-laws, except upon notice stating the proposed amendment given at a previous regular meeting of the board of trustees, or upon recommendation of the executive committee, and notice mailed to each trustee not less than five days in advance of an regular or special meeting of the board.
The by-laws are drawn up by the directors of the company, who have power to determine their form, provided, of course, that they are not contrary to law. In New York the capital stock "must be at least $500,000; provided, however, that a corporation with a capital of not less than $200,000 may be organized in any city containing more than 100,000 inhabitants and less than 250,000 inhabitants, and a corporation may be
organized with a capital of not less than $150,000 in any city containing more than 25,000 inhabitants and less than 100,000 inhabitants, and with a capital of at least $100,000 in a city or town the population of which does not exceed 25,000 inhabitants."
The laws of New York prescribe that the number of directors must be not less than thirteen nor more than thirty; the exact number, within these limits, being left for determination by the by-laws of each company. The number necessary to form a quorum may be determined by the by-laws or organization certificate, but "such quorum shall not be less than one-third of such board of directors, and in no case less than seven." No person can be a director who is not the holder of at least ten shares of the stock. "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 thirty, and shall severally continue in office until others are elected to fill their respective places." Within six months from the commencement of business they must 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 the second class expires one year thereafter, and that of the third class two years thereafter. As the terms of the various members of the board expire, others are elected to fill their places by the stockholders, who may vote in person or by proxy. Proper notice of the regular meetings for such elections is required. If the stockholders fail to elect new members at the appointed time, the directors have power to fill the vacancies, as well as to fill any vacancies occurring in the interval between elections. Each director "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 (ten) 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.” A certified copy of this oath must be transmitted to the Superintendent of Banks and filed and preserved in his office.
CARE IN THE SELECTION OF DIRECTORS.
The choice of directors is a matter of supreme importance to the interests of the company. Unless they are men of known integrity and business capacity, the company will have difficulty in making a success. It has already been urged that the stockholders of the company should be men of good standing in the community, and the best men among these should be chosen as directors. Upon them will devolve the responsibil
ity for the general management of the company. They will choose the officers who will have charge of the active management of the company, but both the stockholders and the public expect, and have right to expect, that the directors will see to it that these officers manage the company in the best way. No man has a right to accept the election as a director of a trust company who is not willing to give enough of his time and attention to know that matters are being properly conducted. One cannot too strongly deprecate the practice followed by some, of accepting places on such boards without intention of giving any thought or time to the trust thus accepted. Suits at law have been instituted against such careless officials when their inattention has permitted losses to stockholders and depositors alike, and the laws of some States hold them responsible.
Whatever the legal aspect of the case may be, one who accepts such a trust and then gives it no attention, is morally guilty of criminal carelessness. He jeopardizes the property of others, and perhaps the very means of subsistence of widows and orphans.
Having completed the adoption of by-laws, decided the membership of the first board of directors, and chosen officers, and carried out the legal requirements already described, the organization of the trust company is complete. While these things are being attended to, it is presumed, as already stated, that the material equipment of the company is being made ready by those who are to be in charge of it. The offices of the company will be more or less elaborate in their arrangements, according to circumstances. It is not often that too much money is spent in making the quarters attractive and convenient, both to customers and to the workers. The general public is certain to judge an institution largely by appearances, and an attractive looking suite of rooms is very apt to add largely to the success of the company. Much difference in the customs in this matter is observable in different cities. In some it is the usual thing for banks and trust companies to be equipped in elaborate fashion. In such cities a new institution must, of course, see to it that its quarters compare favorably with others. In some cities comparatively little attention is given to making the offices attractive and convenient. A new institution starting in such a city will manifestly be the gainer by starting an improvement in this matter.
Many of the larger trust companies of to-day own their own buildings, which are constructed specially for their use. The advisability of this depends largely upon local conditions, but in most communities has much to commend it. A building is an asset that people can see, and tends to give a feeling of confidence.
The vaults of the company should be strictly up-to-date, and large enough not for the present only, but for probable future needs. The mistake of having them too small is much more common than that of having them too large. A trust company will ordinarily have use for a larger vault or vaults than an ordinary bank, because of the securities