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pality, state, or public authority, on such terms as may be agreed upon, and generally to have and execute such powers as are usually had and exercised by trust companies; to act as guardian or curator of any infant, insane or other person subject to guardianship, under the appointment of any court of record having jurisdiction of the person or estate of such person; to guarantee the fidelity and performance of duty of any persons holding places of public or private trust, and to certify and guarantee title to real estate, chattel, collateral or personal security; to execute and issue its notes, bonds or debentures payable at a future date, and to pledge any of its securities in excess of one hundred and five per cent. the amount of such notes, bonds or debentures thus pledged, and that no holder of securities in excess of the amount provided herein shall acquire any title or claim to such excess; to buy and sell all kinds of government, state, county, municipal and corporation bonds, and all kinds of negotiable and non-negotiable paper, stocks, and securities, provided that no trust company shall loan money upon or become the purchaser of its own stock unless such purchase shall be necessary in the collection of, or to prevent loss upon, a debt previously contracted in good faith, in which case any trust company may become such purchaser at public or private sale, but any stock so purchased shall be disposed of within six months after such purchase, and shall not be included as a part of the assets of such company after the expiration of six months from the date of purchase; to receive deposits of money from any bank, savings-bank, trust company, or from any public officer or board, subject to check, or from any person, company, corporation or association upon time certificates of deposit, and to allow interest on such deposits; to buy and sell foreign or domestic exchange, gold, silver, foreign coin, or bullion, — provided that the total investment of any such trust company in bank stocks shall at no time exceed one-half its paid-up capital and surplus. [Laws 1903, ch. 528, $ 1.]

Deposits. Sec. 534. Any trust company which shall receive deposits as herein provided shall keep on hand at all times a sum equal to twenty-five per cent. of its deposits subject to check, and ten per cent. of its time deposits, in the same manner and subject to the same rules as is provided for state banks : Provided, That United States bonds and demand loans secured by United States, state, county or municipal bonds of the cash value of such loans shall be accepted and considered as a part of the legal reserve of such trust company, in lieu of deposits in banks. [G. S. 1901, $ 1468.]

Capital Stock.- Sec. 535. The capital stock of any such trust company shall not be less than one hundred thousand dollars nor more than one million dollars, and shall be divided into shares of one hundred dollars each. Twenty per cent. of the capital shall be paid in before such company shall commence business, and the remainder may be paid in such amounts and at such times as the board of directors may direct: Provided, That the entire authorized capital shall be fully paid within six months from the date such corporation shall commence business. The shares of stock of trust companies shall be deemed personal property, and shall be transferred on the books of the company in such manner as the by-laws may provide; but no transfer of stock shall be valid against the company so long as the registered holder thereof is indebted to the company in any manner, either as principal or surety, and no stock shall be transferred upon the books of the company while the registered holder is indebted to it, except by order of the board of directors. The capital stock may.

be increased at any time to any amount not exceeding one million dollars, or may be reduced at any time to any amount not less than one hundred thousand dollars, by a resolution adopted by the stockholders at any regular meeting or at a special meeting called for that purpose in the manner provided in the by-laws of the company: Provided, That stockholders representing two-thirds of the entire capital of the company shall

vote for such resolution. Such increase or reduction of capital shall be certified to the secretary of state and to the bank commissioner; and where the capital is increased, the names and addresses of the persons subscribing for such increase, together with the amount subscribed by each, shall be included in such certificate. Such increased capital may be paid in the same manner as the original capital. [Id., $ 1469.]

Liability of Stockholders.- Sec. 536. No person holding stock in a corporation under this act as executor, administrator, guardian, or trustee, and no person holding such stock as collateral security, shall be personally subject to any liability as stockholder in such corporation, but the person pledging such stock shall be considered as holding same, and shall be liable as stockholder accordingly; and the estate and funds in the hands of such executors, administrators, guardians or trustees shall be liable in like manner as the testator or intestate or the ward or person interested in such trust fund would have been if he had been living and competent to act and hold the same stock in his own name. [Id., $ 1470.]

Who May Vote Stock.- Sec. 537. Every such executor, administrator, guardian or trustee shall represent the shares of stock in his hands at all meetings of the corporation, and may vote accordingly as a shareholder; and every person who shall pledge his stock as aforesaid may, nevertheless, represent the same at all such meetings and may vote accordingly as a shareholder. [Id., $ 1471.]

Name of Company.- Sec. 538. The name of any such trust company shall commence with the word “the” and shall end with the words “trust company.” No trust company shall take the name of any other trust company incorporated in the state of Kansas, or a name so near like another as to be easily confused with it. The bank commissioner shall have power to refuse authority to any trust company violating this provision. [Id., $ 1472.]

Directors.- SEC. 539. The affairs and business of such company shall be managed by a board of not less than five nor more than fifteen directors, a majority of whom shall be residents of the state of Kansas, each of whom shall be a stockholder in the company to an amount not less than one thousand dollars. Such directors shall be elected at the annual meeting of the company, for the term of one year and until their successors are elected and qualified. Whenever any director shall cease to own the amount of stock required by this section he shall cease to be a member of the board, and an entry upon the records of the board reciting this fact shall be sufficient to create a vacancy. Any vacancy in the board created by death, resignation or otherwise shall be filled by the board until the next election, at its first meeting after the vacancy occurs. [Id., $ 1473.]

Officers — Bonds. — SEC. 540. Each director shall, before entering upon the discharge of his duties, take and subscribe the usual official oath. The board of directors shall elect from among their number a president and a vice-president, and from among the stockholders of the company a secretary and a treasurer, who shall hold their positions for the term of one year. They shall hold at least four regular quarterly meetings during each year, and at such meetings they shall make a thorough and complete examination of the affairs and property of the company, examining its books and accounts and its securities, and shall cause to be kept a complete record of their proceedings. They shall require the treasurer and each and every other officer or employé of the company having the handling or care of funds or securities to give bond in such sum as they may deem necessary, which bonds shall be held by a custodian designated by them. [Id., $ 1474.]

Dividends; Surplus; Liability of Directors.—Sec. 541. The board of directors shall have power to declare dividends from the profits of the company at such times as they may deem proper, but no dividend shall be declared at any time in excess

of the net profits of the company at the date of declaring same; and all losses, including depreciation in value of any real estate or other property, and any unearned interest in excess of accrued interest on securities owned by the company, shall be deducted from the earnings or profits before a dividend may be declared. After making such deductions, a sum equal to ten per cent. of the net earnings since last dividend period shall be carried to surplus account, until the surplus shall equal one-half of the capital of the company. The surplus thus created shall be a permanent fund, to be expended only in charging off losses in excess of earnings, or for the purpose of increasing the capital of the company. When the surplus is used to increase the capital, it shall be applied in the form of a stock dividend, apportioned to each stockholder according to his holdings, and the company shall thereafter create a new surplus as herein provided. When any portion of the surplus shall be used in charging off losses, no dividend shall be declared in excess of fifty per cent. of the net earnings of the company until such surplus shall be restored to its former amount, and fifty per cent. of its net earnings shall be carried to surplus account until it is fully restored. If the directors of any trust company shall declare and cause to be paid a dividend contrary to the provisions of this section, they shall be jointly and severally liable to the company or to the creditors thereof for the amount of such dividend: Provided, That any director who shall object to the declaration or payment of any such dividend, and shall cause his objection to be recorded upon the records of the board, shall be exempt from such liability. [Id., § 1475.]

By-Laws.— Sec. 542. The board of directors shall adopt bylaws for the government of the company, and may provide for declaring a vacancy in the board for failure to attend the meetings thereof, or for misconduct. [Id., § 1476.]

What Real Estate Company May Own; Conveyances. Sec. 543. Any trust company may own a building suitable for

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