CHAP. 128 of the duties undertaken by virtue of this act, and no surety shall be necessary upon the bonds filed by said corporation, unless the court or officer approving such bond shall require it. In all proceedings in the probate court or elsewhere, connected with any authority exercised under this act, all accounts, returns and other papers may be signed and sworn to in behalf of the corporation by any officer thereof duly authorized by it, and the answers and examinations, under oath, of such officer, shall be received as the answers and examinations of the corporation, and the court may order and compel any and all officers of said corporation to answer and attend said examinations in the same manner as if they were parties to the proceedings or inquiry, instead of the corporation: provided, however, that said corporation shall not be required to receive or hold any property or moneys, or to execute any trust contrary to its own desires.

How trust funds may be invested.

Trust funds, shall not be mingled with other investments.

May act as agent
in registering
of bonds.

SECT. 5. In the management of money or property held by it as trustees under the powers conferred in the foregoing section, said corporation shall invest the same in the general trust fund of the company referred to in section three of this act; provided, that it shall be competent for the authority making the appointment to direct, upon the conferring of the same, whether such money and property shall be held separately or invested in the general trust fund of the company; and provided, also, that said corporation shall always be bound to follow and be entirely governed by all directions contained in any will or instrument under which it may act.

SECT. 6. No money, property or securities received or held by said company under the provisions of sections three, four and five of this act shall be mingled with the investments of the capital stock or property belonging to said corporation, or be liable for the debts or obligations thereof.

SECT. 7. The said corporation is also authorized to act as agent for the purpose of issuing, registering or countersigning the certificates of stocks, bonds or other evidences of indebtedness of any corporation, association, municipality, state or public authority, on such terms as may be agreed upon, and may also act as trustee or financial agent for any person or firm, corporation, association, municipality, government, state or national authority, and in their behalf to negotiate

CHAP. 127

not exceed one

etc.

loans and to sell and negotiate the sale of securities; and may also act as trustee for the bond holders of corporations, and to this end is empowered to receive transfers of real and personal property upon such terms as may be agreed upon. Sect. 8. The total liabilities to this corporation of any Liabilities, shall person, firm or corporation other than cities or towns, for fifth of capital, money borrowed, including in the liabilities of a company or firm the liabilities of its several members, shall at no time exceed one-fifth part of such amount of the capital stock of this corporation as is actually paid up, and one-tenth part of its deposits. But the discount of bills of exchange drawn in good faith against actually existing values and the discount. of commercial or business paper actually owned by the party negotiating the same, shall not be considered as money borrowed.

Sect. 9. The capital stock of said corporation shall be Capital stock. one hundred thousand dollars, with the privilege of increasing the same from time to time to not exceeding one million dollars, and the same shall be paid for at such time and in such manner as the board of directors shall decide: provided, that no business shall be transacted by the corporation until fifty thousand dollars of the capital stock is subscribed for and actually paid in, and no shares shall be issued until the par value of such shares shall have been actually paid in, in cash.

estate.

SECT. 10. Said corporation shall be entitled to purchase May hold real and hold real estate in the city of Portland, Maine, suitable for the transaction of its business, to an amount not exceeding in value, fifty per cent of the capital stock.

stockholders.

SECT. 11. The stockholders of said corporation shall be Liability of held individually liable, equally and ratably, and not one for another, for all contracts, debts and engagements of such association to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares.

directors.

SECT. 12. Every director of this corporation who shall Liability of knowingly violate, or knowingly permit any of the officers, agents or servants of the association to violate any of the provisions of this act, or of the general laws in force in relation to such corporations, shall be liable in his personal and individual capacity for all damages which the association, its

CHAP. 128 shareholders, or any other person, shall have sustained in consequence of such violation.

May make by-laws.

Shall be subject to examination

by bank

examiner.

Shares, how taxed.

SECT. 13. This corporation shall have power to prescribe by its shareholders, by-laws not inconsistent with law, regulating the manner in which its stock shall be transferred, its directors elected or appointed, its officers appointed, its property transferred, its general business conducted, and the privileges granted to it by law exercised and enjoyed.

SECT. 14. The commissioner of savings banks shall have access to the vaults, books and papers of the company, and it shall be his duty to inspect, examine and inquire into its affairs, and to take proceedings in regard to them in the same manner and to the same extent as if this corporation was a savings bank, subject to all the general laws which are now or may hereafter be in force relating to such institutions in this regard.

SECT. 15. The shares of said corporation shall be subject to taxation in the same manner and rate as are the shares of national banks.

SECT 16. This act shall take effect when approved.

Approved February 28, 1891.

Corporators.

-corporate name.

Purposes.

Chapter 128.

An Act to incorporate the Fairfield Banking Company.

Be it enacted by the Senate and House of Representatives in Legislature assembled, as follows:

SECT. 1. Nahum Totman, C. G. Totman, D. C. Hall, E. P. Kenrick, A. H. Totman, E. Kelley and H. L. Kelley, their associates and successors do hereby petition to be made a corporation by the name of the Fairfield Banking Company, located at Fairfield, Maine, and as such shall be possessed of all the powers, privileges and immunities and subject to all the duties and obligations conferred on such corporations by law except as otherwise provided herein.

SECT. 2. The purposes of said corporation and the business which it may perform are: first, to receive on deposit, money, coin, bank notes, evidences of debt, accounts of individuals, companies, corporations and municipalities, allowing interest thereon if agreed or as the laws of said

corporation may provide; second, to borrow money, to loan CHAP. 128 money on credits or real estate or personal security and to negotiate loans and sales for others, to guarantee the payment of principal and interest of all obligations secured by mortgages of real estate running to said banking company, to issue its own bonds or obligations based upon real or personal property, conveyed to it in trust to secure the payment of such bonds or obligations and the interest thereon; third, to hold for safe keeping all kinds of personal or mixed property, and to act as agent for the owners thereof, and of real estate for collection of the income on the same, and for sale of same, and to act as agent for issuing, registering and countersigning certificates, bonds, stocks, and all evidences of debt or ownership in property; fourth, to hold by grant, assignment, transfer, devise or bequest, any real or personal property, or trusts duly created, and to execute trusts of every description; fifth, to act as assignee, receiver, and executor, and no surety shall be necessary upon the bond of the corporation unless the court or officer approving such bond shall require it; sixth, to hold and enjoy all such estates, real, personal and mixed as may be obtained by investment of its capital stock or any other moneys and funds that may come into its possession in the course of its business and dealings, and the same sell, grant, mortgage and dispose of, except as provided in section ten; seventh, to do in general all the business that may lawfully be done by a trust and banking company.

SECT. 3. An administrator, assignee, guardian or trustee, any court of law or equity, including courts of probate and insolvency, officers and treasurers of towns, cities, counties and savings banks of the state of Maine may deposit any money, bonds, stocks, evidences of debt or of ownership in property, or any personal property, with said corporation, and any of said courts may direct any person deriving authority from them to so deposit the same.

Administrators, deposit with.

etc., may

SECT. 4. The capital stock of said corporation shall Capital stock. be fifty thousand dollars, divided into shares of one hundred dollars each, with the right to increase said capital at any time by vote of the shareholders to any amount not exceeding one hundred thousand dollars. Said corporation shall not commence business until the amount of fifty thousand dollars shall have been subscribed for and paid in, in cash,

shall not business until

commence

$50,000 has been

paid in.

CHAP. 128 and no certificate of shares shall be issued until the par

Liability of shareholders.

Reserve fund.

Shares, how taxed.

Shall be subject

to examination

by bank

examiner.

Trust funds, shall constitute

a special deposit.

-trust départment.

Board of trustees.

Guarantee fund.

value of the same has been fully paid.

SECT. 5. The shareholders of this corporation shall be individually responsible, equally and ratably, and not one for the other, for all contracts, debts and engagements of said corporation to a sum equal to the amount of the par value of the shares owned by each in addition to the amount invested in said shares.

SECT. 6. Said corporation after beginning to receive deposits, shall at all times have on hand, in lawful money, as a reserve, not less than twenty-five per cent of the aggregate amount of its deposits, which are subject to withdrawal on demand, provided, that in lieu of lawful money, two-thirds of said twenty-five per cent may consist of balances payable on demand, due from any national or state bank.

SECT. 7. The shares of said corporation shall be subject to taxation in the same manner and amount as are the shares of national banks.

SECT. 8. Said corporation shall be subject to examination by the bank examiner, as provided by section one hundred and nineteen, chapter forty-seven of the revised statutes.

SECT. 9. All property or money held in trust by this corporation shall constitute a special deposit and the accounts thereof and of said trust department shall be kept separate, and such funds and the investment of loans of them, shall be especially appropriated to the security and payment of such deposits and not subject to any other liabilities of the corporation and for the purpose of securing the observance of this proviso, said corporation shall have a trust department in which all business pertaining to such trust property shall be kept separate and distinct from its general business.

SECT. 10. The corporate powers of said corporation shall be exercised by a board of not less than five trustees who shall be chosen annually and must be residents of this state. Said trustees shall be sworn to the faithful performance of the duties of their office, and shall serve until duly notified of the election and qualification of their successors.

SECT. 11. The company shall set apart as a guarantee fund, not less than ten per cent of its net earnings in each and every year until such fund shall amount to one fourth of the capital stock of said corporation.