tax so to be assessed and paid as aforesaid, said corporation shall be subject to sections eleven, twelve, thirteen, the last paragraph of section fifteen, and section seventeen, of chapter two hundred and eighty-three of the acts of the year eighteen hundred and sixty-five and acts in amendment or lieu thereof, so far as the same are applicable thereto.

FINANCIAL AGENCIES.

SECTION 9. The said corporation is also authorized to act as agent for the purpose of issuing, registering, or countersigning the certificates of stock, bonds, or other evidences of indebtedness of any corporation, association, municipality, state or public authority, and to receive and make payments on account of the same, on such terms as may be agreed upon.

CHARTER PERPETUAL.

SECTION 10. This act shall take effect upon its passage, and shall continue in force fifty years, unless sooner modified or terminated by the Legislature. Amended as follows-Section 4. Section eight, and so much of section ten, of chapter one hundred and eighty-two of the acts of the year eighteen hundred and sixty-nine, as limits the existence of said corporation to fifty years, is hereby repealed.

Amended Charter-Section 5. This act shall take effect whenever it shall be accepted by a vote of said corporation, at a meeting warned for the purpose. Within thirty days after such acceptance, a copy of the vote accepting the same, certified by and attested by the oath of the President, or one of the VicePresidents of the corporation, and the Secretary thereof, shall be filed in the office of the Secretary of State, and such certificate shall be conclusive evidence of such acceptance.

The amended charter was duly accepted April 15, 1871, and the proper certificate filed.

AN ACT

TO AMEND THE CHARTER OF THE NEW ENGLAND TRUST COMPANY.

Be it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, as follows:

SECTION 9. The New England Trust Company may be appointed trustee under any will or instrument creating a trust, for the care and management of property, under the same circumstances, in the same manner, and subject to the same control by the court having jurisdiction of the same, as in the case of a legally-qualified person. The capital stock of said corporation, with the liabilities of the stockholders existing thereunder, shall be held as security for the faithful discharge of the duties undertaken by virtue of this act, and no surety shall be required upon the bonds filed by said corporation. 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

real estate, nor invest more than ten per cent. thereof, and not to exceed one hundred thousand dollars, in the capital stock of any corporation."

Section 146. "No member of a committee or officer of such corporation charged with the duty of investing its funds, shall borrow or use any portion thereof, be surety for loans to others, or in any manner, directly or indirectly, be an obligor for money borrowed of or loaned by the corporation."

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 desire.

SECTION 2. In the management of money and property held by it as trustee under the powers conferred in the foregoing section, said corporation shall invest the same in the general trust fund of the company; provided, that it shall be competent for the authority making the appointment to direct, upon conferring 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.

SECTION 3. No money, property, or securities received or held by said company under the provisions of this act shall be mingled with the investments of the capital stock or other moneys or property belonging to said corporation, or be liable for the debts or obligations thereof.

SECTION 4. The returns of said corporation required to be made to the Commissioners of Savings Banks shall be in the form of a trial balance of its books, and shall specify the different kinds of liabilities, and the different kinds of its assets, stating the amount of each kind, in accordance with a blank form to be furnished by said commissioners. And these returns shall be published in a newspaper of the City of Boston, at the expense of said corporation, and in the annual report of said commissioners.

SECTION 5. This act shall take effect upon its acceptance by said corporation, which acceptance, with the date thereof, shall within ten days thereafter be certified by the President of the corporation to the Secretary of the Commonwealth.

Approved May 16, 1877.

[Accepted by the corporation at special meeting, June 1, 1877.]

AN ACT

TO ALLOW THE NEW ENGLAND TRUST COMPANY TO MAKE ADDITIONAL INVESTMENTS. Be it enacted, etc., as follows:

SECTION 1. The New England Trust Company, incorporated under chapter one hundred and eighty-two of the acts of the year eighteen hundred and sixtynine, may, in addition to the investments which it is authorized to make, invest the moneys intrusted to it, or in any way 'received by it, in the notes of manufacturing corporations created by the laws of any of the New England States, the property of which is unincumbered by mortgage, and which have paid a dividend for the two years next preceding such investment; also to take as collateral upon the notes of individuals, citizens of this state, for a period not exceeding four months, the bonds of cities in the United States containing at least one hundred thousand inhabitants, whose net indebtedness does not exceed five per cent. of the valuation of the taxable property therein, to be ascertained by the last preceding city valuation for the assessment of taxes, and selling in the market above par; provided, that said bonds shall be taken at not over eighty per cent. of the market value thereof.

SECTION 2. This act shall take effect upon its acceptance by the New England Trust Company. Approved March 16, 1882.

[Accepted April 10, 1882.]

Where general laws regulating the trust company business are in force, the special act, as stated above, may not recite the powers and limitations of the company in detail, but merely refer to the general law covering the case. The following is an illustration of such a special act:

CHARTER OF THE FEDERAL TRUST COMPANY.

COMMONWEALTH OF MASSACHUSETTS.

IN THE YEAR ONE THOUSAND EIGHT HUNDRED AND NINETY-NINE.

AN ACT

To Incorporate the Federal Trust Company.

(Chapter 92, Acts of 1899.)

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. James W. Kenney, Thomas B. Fitzpatrick, Josiah S. Dean, James M. Morrison, Charles J. Connelly, John W. Horne, William J. Emerson, Thomas L. Jenks, Joseph B. Horton, Jeremiah C. Spillane, John J. Johnston, William J. Carlin, Pierce Powers, John E. Stanton, John B. Fitzpatrick, Lawrence J. Logan, Thomas F. Galvin and Joseph H. O'Neil, their associates and successors, are hereby made a corporation under the name of the Federal Trust Company. SECTION 2. Said corporation shall have authority to establish and maintain a safe deposit and trust company in the City of Boston, with all the powers and privileges and subject to all the rights, duties, liabilities, and restrictions set forth in all general laws which now are or hereafter may be in force relating to such corporations.

SECTION 3. This act shall take effect upon its passage.

House of Representatives, February 14, 1899.
JOHN L. BATES, Speaker.

In those States whose laws maks no special provisions for the incorporation of trust companies, and where the system of special acts granting charters does not prevail, such corporations are organized under the general incorporation laws or under the banking laws. The forms for such incorporation vary somewhat in the several States, but the incorporation certificate, which is forwarded to the Secretary of State, usually specifies the names of the corporators, the name of the proposed corporation, its location, its purpose, and powers desired, the amount of its capital and number of shares into which it is divided, and the date of the instrument. The Secretary of State examines the certificate to make sure that it contains nothing inconsistent with the laws of the State, and if he finds that it is all right in this respect, issues his certificate that the articles of incorporation have been filed, and that the company has authority to do business.

D

CHAPTER IV.

TRUST COMPANY LEGISLATION.

URING the past few years there has been much activity among the lawmakers of the various States in the enactment of laws relating to trust companies. At the meeting of the Trust Company Section of The American Bankers' Association in 1897, it was stated that only nineteen of the States had general trust company laws.*

In 1914, all of the States have some sort of general legislation regarding trust companies, though in several cases such legislation is very incomplete. Thirty-nine States provide for the incorporation of trust companies under general laws relating to such corporations, and nine other States provide for their incorporation under the general banking or corporation laws, while their government and regulation is cared for by general laws relating to trust companies or to banks and trust companies.

During the last decade a number of States, including Alabama, Connecticut, Maine, Maryland, Massachusetts, North Carolina, Rhode Island, South Carolina and Virginia, which formerly provided for the organization of trust companies only by special charter, have enacted general laws for their incorporation. Such corporations are still incorporated by special charters in Delaware, New Hampshire and Vermont. In these States the powers of trust companies are defined by the special acts creating them, but in Vermont the general trust company law now defines and restricts such powers.

In the thirty-nine States and Territories making special provision for the incorporation of trust companies, the number of corporators required varies from 3 to 25, the latter number being required in the District of Columbia, and the former in eleven different States. Five is a favorite number, fourteen States fixing it as a minimum. The number required in New York is seven.

NUMBER OF DIRECTORS REQUIRED.

Many of the States stipulate the minimum, or the minimum and maximum, number of directors that a trust company may have. In Arkansas, Colorado, Mississippi, Nevada, Washington and Wisconsin the minimum number is 3; in Idaho, Maine, Nebraska, New Jersey and New Mexico, 5; in Indiana, 6; in Michigan and South Dakota, 7. Montana fixes the number at from 3 to 25; Iowa, 5 to 9; Florida, 5 to 15; Kansas, Missouri, Oklahoma and Texas, 5 to 25; Louisiana and Ohio, 5 to 30; New York, 7 to 30; North Dakota, 9 to 15; Minnesota, 9 to 27; District of Columbia, 9 to 30; Maryland, 11 to 30.

• Proceedings Trust Company Section, 1897, p. 158.

THE AMOUNT OF CAPITAL STOCK.

The amount of capital stock which trust companies are required to have varies considerably in the different States and Territories, and is naturally smallest in States where the towns are apt to be small,—though this is by no means an invariable rule. In about one-fourth of the States having legislation on the subject, a definite minimum amount of capital is fixed without regard to the size of the town or city in which the company is located. The other States arrange schedules in which the minimum capital required is determined by the size of the place in which the company is situated.*

Thus, Mississippi, Nevada and South Carolina fix the minimum capital with which trust companies may operate in these States at $25,000; Florida, Hawaii and Idaho, $50,000; Georgia, Kansas, Louisiana, Missouri, Montana, New Jersey, North Dakota, Virginia and West Virginia, $100,000; Pennsylvania, $125,000; District of Columbia, $1,000,000.

The following States have schedules in which the minimum capital requirements for towns and cities of different populations range between the figures shown: North Carolina, from $5,000 to $25,000; Tennessee, from $7,500 to $50,000; Iowa, from $10,000 to $50,000; Wyoming, from $10,000 to $100,000; Alabama, Connecticut, Indiana and Washington, from $25,000 to $100,000; Maine, from $25,000 to $150,000; Nebraska, Oklahoma and Illinois, from $25,000 to $200,000; New Mexico, Oregon, South Dakota, Texas and Wisconsin, from $50,000 to $100,000; Massachusetts and Minnesota, from $50,000 to $200,000; Colorado, from $50,000 to $250,000; Maryland and New York, from $100,000 to $500,000; Michigan, from $150,000 to $300,000.

In Arkansas, trust companies may have capital stock ranging from $10,000 to $50,000, according to location, but may not do a trust business unless the capital is at least $50,000. In Kentucky, trust companies may have a capital ranging, according to location, from $15,000 to $200,000; but banking and trust companies must have at least $50,000 capital, and banking, trust and title insurance companies at least $150,000. In Ohio, combined trust companies and savings banks must have at least $100,000 capital, and combined trust companies, savings banks, commercial banks and safe deposit companies at least $125,000. In California, the capital required for companies doing a trust business only ranges from $100,000 to $200,000. Banks doing a commercial, savings and trust business must have from $125,000 to $500,000 capital, according to location, and the capital of the different departments must be segregated.

Certain States prescribe maximum limits of capital stock which trust companies may have, as follows: Kansas and Massachusetts, not over $1,000,000; Georgia, Indiana, Minnesota and Pennsylvania, not over

Details of these schedules, as well as of other matters here mentioned, are given in Chapter XVII.