guaranty fund as have been derived from net earnings or from undivided profits. Undivided profits. The term, "undivided profits," when used in this article, means the credit balance of the profit and loss account of any corporation to which this article is applicable. Net earnings. The term, "net earnings," when used in this article, means the excess of the gross earnings of any corporation to which this article is applicable over expenses and losses chargeable against such earnings during any dividend period. Dividend period. The term, "dividend period," when used in this article, means the period from the date as of which the last dividend of any corporation to which this article is applicable was declared to the date selected for the declaration of the next dividend; or the period from the date when its corporate existence began to the date as of which the first dividend is declared. Time deposits. The term, "time deposits," when used in this article, means all deposits the payment of which cannot legally be required within thirty days. Demand deposits. The term, "demand deposits," when used in this article, means deposits, payment of which can legally be required within thirty days. Aggregate demand deposits. The term, "aggregate demand deposits," when used in this article, means the deposit against which reserves must be maintained, by banks, and private bankers and includes total deposits, all amounts due to banks, bankers, trust companies and savings banks, the amount due on certified and cashier's checks, and for unpaid dividends, less the following items: 1. Total time deposits. 2. The amounts due it on demand from banks, bankers and trust companies, other than its reserve depositaries, including foreign exchange balances credited to it and subject to draft. 3. The excess due it from reserve depositaries over the amount required to maintain its total reserves. Reserves on hand. The term, "reserves on hand," when used in this article, means the reserves against deposits kept in the vault of any individual or corporation pursuant to the provisions of this chapter. Reserves on deposit. The term, "reserves on deposit," when used in this article, means the reserves against deposits maintained by any individual or corporation pursuant to this article in reserve depositaries, or in a federal reserve bank of which such corporation is a member, and not in excess of the amount authorized by this article. Total reserves. The term, "total reserves," when used in this article, means the aggregate of reserves on hand and reserves on deposit maintained pursuant to the provisions of this article. Reserve depositary. The term, "reserve depositary," when used in this article, means a bank, trust company or banking corporation approved by the bank commissioner as a depositary for reserves on deposit. Stockholder. The term, "stockholder," when used in this article, unless otherwise qualified, means a person who appears by the books of a stock corporation to be the owner and holder of one or more shares of the stock of such corporation, Population. The term, "population," when used in this article, means population as determined by the last state or federal enumeration; or when used in connection with the words. "unincorporated village," as determined by the bank commissioner from the best available sources of information. Assessments. Wherever in this article the commissioner is authorized to levy an assessment against any corporation, private banker or other person because of its, or his failure, to do any act or because of the doing of any act by such corporation, private banker or other person, the word "assessment" shall be construed as synonymous with the word "forfeiture." (Laws 1915, p. 159.) 11817. Annual meeting of directors-election 11829. Secretary, how appointed-to give of officers. bond-limitation of authority. 11818. Monthly 11831. Liability under last preceding section -evidence of knowledge. meetings of directors 11830. Penalties for receiving deposits when statement to directors. institution insolvent. 11819. Examinations by directors into affairs of trust companies may employ assistants. 11820. Reports of directors' examinationspenalty for failure to make or file. 11821. Communications from banking department must be submitted to directors and noted in minutes. 11832. Application of this article. 11822. Reports to commissioner-penalty for 11836. Liability of trust company for assessfailure to make. ments by commissioner. 11823. Calculation of earnings for dividend 11837. Preservation of books and records of period. trust company. 11824. Surplus fund-of what composed and 11838. Securities to be deposited with bank Sec. 11789. Who may be incorporated. When authorized by the bank commissioner as provided in section 11792, any five or more persons who shall have associated themselves by articles of agreement, in writing, as provided by law for any of the purposes included under section 11799, may be incorporated under any name or title designating such business. (Laws 1915, p. 161.) Sec. 11790. Articles of agreement shall state, what. The articles of agreement mentioned in this article shall set out: 1. The corporate name of the proposed corporation, which shall not be the name of any corporation heretofore incorporated in this state for similar purposes, or an imitation of such name. 2. The name of the city or town and county in this state in which the corporation is to be located. 3... The amount of the capital stock of the corporation, the number of shares into which it is divided, and the par value thereof; that the same has been subscribed in good faith and all thereof actually paid up in lawful money of the United States and is in the custody of the persons named as the first board of directors or managers. 4. The names and places of residence of the several shareholders and the number of shares subscribed by each. 5. The number of directors or managers, and the names of those agreed upon for the first year. 6. The purposes for which the corporation is formed. The articles of agreement may designate the number of directors necessary to constitute a quorum, and may provide for the number of years the corporation is to continue, which shall not exceed fifty years, or may provide that the existence of the corporation shall continue until the corporation shall be dissolved by consent of the stockholders or by proceedings instituted by the state under any statute now in force or hereafter enacted. 1915, p. 161.) (Laws Sec. 11791. To be signed, recorded and filed in office of bank commissioner. 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. (Laws 1915, p. 162.) Sec. 11792. Examination and certificates as to character and capital. When any trust company shall have filed with the bank commissioner a certified copy of its articles of agreement and shall have paid all incorporation and other fees in full, as required by law, and shall have provided the cash required by law, the commissioner shall, before such trust company shall complete its incorporation, examine or cause an examination to be made, in order to ascertain whether the requisite capital of such trust company has been subscribed in good faith and paid in actual cash and is ready for use in the transaction of business of the proposed trust company, and whether the character, responsibility and general fitness of the persons named in such articles of agreement are such as to command confidence and warrant belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the intent and purpose of this chapter. In case the commissioner shall find all the provisions of the law have been complied with and shall have satisfied himself by such investigation as to the facts as above provided, he shall grant a certificate setting forth that such corporation has been duly organized and the amount of its capital subscribed and paid up in full. Such certificate shall be recorded in the office of the recorder of deeds of the county or city in which the corporation is to be located, and, such certificate, so recorded, or certified copies thereof, shall be taken in all the courts of this state as evidence of such incorporation; and the existence of such corporation shall continue for the period limited in its articles of agreement, if there fixed, and if not there fixed, then until the corporation is dissolved by consent of its stockholders or until its corporate existence ends pursuant to the laws of this state. In case the commissioner shall not be satisfied, as the result of such examination, that the character, responsibility and general fitness of the persons named in such articles of agreement is up to the standard above provided, and on that account shall refuse to grant the certificate of incorporation, he shall forthwith give notice thereof to the proposed incorporators from whom such ́articles of agreement were received; who, if they so desire, may within ten days thereafter appeal from such refusal to a board composed of the governor, the attorney-general and the state treasurer, which board shall within twenty days thereafter finally decide the matter, and the commissioner shall act in accordance with such decision. Such board may prescribe rules and regulations for the proceedings in connection with such appeal. (Laws 1915, p. 162.) Sec. 11793. Cash capital required. The cash capital of such corporation shall amount to not less than: (a) $50,000, if the place where its business is to be transacted is an unincorporated or incorporated village or city, the population of which does not exceed twenty-five thousand. (b) $100,000, if the place where its business is to be transacted is a city, the population of which exceeds twenty-five thousand but does not exceed one hundred thousand. (c) $200,000, if the place where its business is to be transacted is a city, the population of which exceeds one hundred thousand. Provided, however, that any trust company now existing, the capital of which is not equal to that limitation required of a trust company in its location, may continue to do business under its present capital; provided that, until its capital and surplus fund shall equal twenty per centum more than the minimum of capital required for a trust company in its location, one-tenth of its net earnings at the close of each dividend period, as provided in section 11825, shall be credited to the surplus fund, and no such trust company shall declare, credit or pay any dividend for any dividend period to its stockholders until it shall have made such credit to its surplus fund for that period. (Laws 1915, p. 163.) Sec. 11794. Capital stock to be divided into shares-vendor and vendee liable, when.-The capital stock of such corporation shall be divided into shares of not less than one hundred dollars each. If any shareholder sell or transfer his shares, or any number thereof, in any such corporation now existing before they shall have been fully paid, the vendor as well as the vendee shall be liable, the former for one year after notice to the corporation of such sale or transfer, as indorser, for whatever is still due on such shares. (Laws 1915, p. 163.) |