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in: habitants, the number of inhabitants in each case to be ascertained or determined by the last Federal or State enumeration.
Cf. sections 23 and 31; also, art. 23, sec. 3.
1910, ch. 219, sec. 42.
43. The articles of incorporation shall be executed in triplicate by the persons joining therein, before an officer authorized to take acknowledgments, after they have been approved, in writing, by the Bank Commissioner, who shall have power to require changes as he may deem necessary before he approves them, and shall then be submitted to one of the judges of the judicial circuit in which the trust company is to be located in order that he may determine whether the said articles are framed in accordance with existing laws. One copy shall then be filed for record in the office of the Clerk of the Circuit Court in the county in which the trust company is to be located, or in the office of the Clerk of the Superior Court of Baltimore City, when to be located in said city, and one copy shall be filed with the Bank Commissioner, who shall issue his certificate therefor, and one copy shall be filed with the State Tax Commissioner. The corporation so formed shall have no legal existence until all the copies of the articles of incorporation have been filed for record as herein directed. The fee for filing such articles of incorporation with the Bank Commissioner shall be ten ($10) dollars, and for filing amendments to the articles of incorporation, five ($5) dollars, all of such fees to be collected by the Bank Commissioner. Before filing the organization certificate a notice of intention to organize such trust company shall be published at least once a week for four weeks in a newspaper to be designated by the Bank Commissioner, published in the city, town or county where such trust company is proposed to be located. Such notice shall specify the names of the proposed incorporators, the name of the proposed incorporation and the location of the same as set forth in such organization certificate.
Cf. art. 23, sec. 3, et seq.
1910, ch. 219, sec. 43. 44. Upon the receipt of any such organization certificate at the office of the Bank Commissioner, if it shall not be in form and substance, or duly and properly acknowledged, as required by this Article, or shall not be accompanied by evidence satisfactory to the Bank Commissioner of the publication in good faith according to the intent and purpose of this article, of the notice required in this Article, the Bank Commissioner shall refuse to file certificate until it shall be amended in conformity to the provisions of this Article. If such certificate is in due form and duly executed, according to the provisions of this Article, and is accompanied by evidence satisfactory to the Bank Commissioner of the proper publication in good faith of such notice, he shall forthwith endorse the same over his official signature, “Filed for Examination," with the date of such endorsement.
1910, ch. 219, sec, 44. 45. The Bank Commissioner shall, before issuing a certificate of authorization to any such corporation, examine or cause an examination to be made in order to ascertain whether the requisite capital of such organization has been paid in in cash; and if it appears in such examination that such capital has not been fully paid in in cash, a certificate of authorization shall not be granted; and no such corporation shall commence business until such certificate of authorization has been granted.
1910, ch. 219, sec. 45. 46. Upon the filing of any such certificate of authorization of a trust company, the persons named therein and their successors shall thereupon and thereby become a corporation and shall possess the following powers:
First-To act as the fiscal or transfer agent of any State, municipality, body politic or corporation; and in such capacity to receive and disburse money, to transfer, register and countersign certificates of stock, bonds or other evidences of indebtedness, and to act as agent of any corporation, foreign or domestic, for any lawful purpose.
Second-To receive deposits of trust moneys, securities and other personal property from any person or corporation, and to loan money on real or personal securities and to receive money on deposit.
Third-To lease, hold, purchase and convey any and all real property necessary in the transaction of its business, or which the purposes of the corporation may require, or which it shall acquire in satisfaction or partial satisfaction of debts due the corporation under sales, judgments or mortgages, or in settlement or partial settlement of debts due the corporation by any of its debtors.
Fourth-To act as trustee under any mortgage or bond issued by any municipality, body politic or corporation, and accept and execute all other municipal or corporate trusts not inconsistent with the laws of this State.
Fifth-To accept trusts and execute trusts for married women, in respect to their separate property, and to be their agent in the management of such property, or to transact any business in relation thereto.
Sixth—To act under the order or appointment of any Court of record as guardian, receiver or trustee of the estate of any minor or other person or corporation, and as the depositary of any moneys paid into Court, whether for the benefit of any such minor or other person, corporation or party.
Seventh-To take, accept and execute any and all such legal trusts, duties and powers in regard to the holding, management and disposition of any estate, real or personal, and the rents and profits thereof as may be granted or confided to it by any Court of record, or by any person, corporation, municipality or other authority; and it shall be accountable to all parties in interest for the faithful discharge of every such trust, duty or power which it may so accept.
Eighth-To take, accept and execute any and all such trusts and powers of whatever nature and description as may be conferred upon or intrusted or committed to it by any person or persons or any body politic, corporation or other authority, by grant, assignment, transfer, devise, bequest or otherwise, or which may be intrusted or committed or transferred to it or vested in it by the order of any Court of the State, and to take and receive and hold any property or estate, real or personal, which may be the subject of any such trust.
Ninth—To purchase, invest in and sell stocks, bills of exchange, bonds and mortgages and other securities, and when moneys or securities for moneys are borrowed or received on deposit, or for investment, the bonds or obligations of the company may be given therefor, but it shall have no right to issue bills to circulate as money.
Tenth—To be appointed and to accept the appointment of executor, or of trustee under the last will and testament, or administrator, with or without the will annexed, of the estate of any deceased person, and to be appointed to act as the committee of the estates of lunatics, idiots, persons of unsound mind and habitual drunkards.
1910, ch. 219, sec. 46.
47. When any such corporation is appointed executor in any last will and testament, the Court or officer authorized to grant letters testamentary in this State shall, upon the proper appilcation, grant letters testamentary thereon to such corporation. When application is made to any Court or officer having authority to grant letters of administration with the will annexed upon the estate of any deceased person, and there is no person entitled to such letters who is qualified, competent, willing and able to accept such administration, such Court or officer may, at the request of any party interested in the estate, grant such letters of administration, with the will annexed, to any such corporation. Any Court or officer having authority to grant letters of guardianship of any infant, may, upon the same application as is required by law for the appointment of a guardian of such infant, appoint any such corporation as guardian of the estate of such infant. Any Court having jurisdiction to appoint a trustee, guardian, receiver or committee of the estate of a lunatic, idiot, or habitual drunkard, or to make any fiduciary appointment, may appoint any such corporation to be such guardian, trustee, receiver or committee, or to act in any other fiduciary capacity. Any Court into which moneys may be paid by parties, or be brought by order of judgment, may, by order, direct the same to be deposited with any such corporation.
1910, ch. 219, sec. 47. 48. No bond or other security shall be required from any trust company for or in respect to any trust to which it shall be appointed executor, administrator, guardian, trustee, receiver, committee or depositary by the order of any Court. all cases in which such trust companies, whether incorporated under this Article or by special Act, shall be appointed, or shall be acting, as executor, administrator, guardian, trustee, receiver, committee, or in any other fiduciary capacity, they shall be responsible for losses of moneys or property received or held by them in any such character in the same cases and to the same extent as individuals so acting would be. Upon the dissolution of any such company by the Legislature, Court or otherwise, or in case of its insolvency, all debts or liabilities due or owing by such corporation in any of said fiduciary capacities, shall be preferred in the distribution of the assets of such company to all debts or liabilities of any nature whatsoever, including salaries and wages of employees and other preferred debts or liabilities. The Courts having jurisdiction may make orders respecting such trusts, and require the corporation to render all accounts which such Court or officer might lawfully require if such executor, administrator, guardian, trustee, receiver, committee or depositary were a natural person.
1910, ch. 219, sec. 48. 49. Upon the appointment of such corporation as executor, administrator, guardian, trustee, receiver or committee, as provided by this Article no official oath shall be required from such corporation or trust company.
1912, art. 11, sec. 50. 1910, ch. 219, sec. 19. 1914, ch. S05, sec. 49.
50. The affairs of every such corporation shall be managed and its corporate powers exercised by a board of directors of such number, not less than eleven nor more than thirty, as shall from time to time be prescribed in its by-laws. The number of directors necessary to form a quorum for the transaction of business may be fixed by the organization certificate or by the by-laws; such quorum shall not be less than one-third of the number of directors, and in no case less than seven.
No person can be a director who is not the holder of at least five