It always has been my opinion that the greatest asset a bank can have is its "satisfied depositors." Now the question arises: "What is a satisfied depositor and how may we secure him"? From a study of the situation it would appear that a satisfied depositor is one who feels thoroughly at ease in his banking home and one who considers it a pleasure to have frequent business transactions with the officers and employees of the institution, to such an extent that he is willing to recommend his bank to friends, relatives or business associates, and to urge them to place their funds in an institution he has found eminently satisfactory in every respect.

Personality is a great factor in business life, and it absolutely is essential, in a well conducted institution, that each and every patron be treated with courtesy and cordiality. The officers always should be ready with a hearty handshake or a cheery smile, for it must be understood thoroughly that many a good account has been lost by a thoughtless word or a gruff answer to a question. It is a most difficult matter to be even-tempered at all times, but it absolutely is necessary that our tellers handle their customers in the most gracious manner possible and be ever ready with a word of greeting. One other essential detail in making satisfied depositors is prompt service, the impatience of the American public being so well known that it becomes vitally necessary that each and every request receive immediate attention and that lines at the tellers' windows be reduced to a minimum. Many a good account has been lost by an impatient depositor being required to wait in line at a teller's window, the idea suggesting itself to him that the bank is getting too large and does not place any value on his business. Without saying a word, his balance is withdrawn and the account transferred to an institution where more acceptable service is rendered.

Extract from an interesting address delivered at the Idaho Bankers' Association Convention.

Working in harmony with the theory that courteous treatment of customers absolutely is essential, western bankers should not overlook the fact that very frequently "a small account is of some account." Undoubtedly the correct method of conducting a bank is to figure the cost of each account; but, while the figures would show a loss on small accounts carried on the books, still it must be taken into consideration that in our western country the little fellow of today is not infrequently the big fellow of tomorrow, and a person with a small account may have many friends or relatives in the East who are looking longingly westward, and are endeavoring to dispose of their holdings in order to follow Horace Greeley's advice. The result is that if your patron with a small account is a satisfied despositor he will some day in the future introduce his friend or relative at your bank and secure for you an account with a very satisfactory balance.

Proper advertising will bring results, but the advertising of today has become a science, and to secure results careful thought and study must be given to this very important feature in connection with bank publicity work. Thousands of dollars are wasted each year in souvenirs and improperly written or placed advertisements. whereas under proper supervision the money thus expended or wasted would bring excellent results. With the constant arrival of strangers and the ever changing and migratory population of the West, it would seem almost essential that the advantages of your bank should be placed properly before them and, while some of our very best bankers strongly criticize the bank advertising of today, still experience and statistics show very clearly that proper publicity on legitimate lines, handled under proper and correct supervision, can and will bring the bank excellent results. One thing is certain the majority of the colonists, home seekers, business men or mechanics who intend to move from the East or Middle

West ultimately will open accounts and you either must have their good will before they leave their old homes or get in touch with them immediately after their arrival in the far West, for the average man carries with him funds in the shape of exchange or sufficient cash to meet immediate travel necessities.

The question for you to decide: Are you getting your share of this new business and are your customers satisfied and working for the good of your institution? If not, perhaps a little inside work in the bank with your clerical force, a sufficient amount of good advertising persistently carried into effect, a jogging up of the officers, will result in increasing your business and deposits; and you also will have the pleasure of knowing that your depositors not only are satisfied but are your friends, and are making really, and in fact, a small account a good account.

Bankers' Tour to Yellowstone Park, Salt

Lake and Colorado Rockies

The New York Central Lines have issued an announcement, in connection with the thirty-eighth annual convention of the American Bankers' Association to be held at Detroit, September 9 to 14. that they have arranged a special tour to Salt Lake, Yellowstone Park and Colorado Rockies. This tour will be completed prior to the date of the convention, and the delegates will arrive in Detroit on the eve of the opening of the sessions.

Following are the details of the special tours and facilities offered by the New York Central Lines to the delegates attending the American Bankers' Association convention.

The special train, known as The Red Section, will leave New York Saturday, August 24, and stop at important cities. throughout the State. The special will proceed direct to Yellowstone Park via Chicago and St. Paul, making the usual tour in the Park, visiting Mammoth Hot Springs, The Fountain Hotel, Old Faithful Inn. Colonial Hotel (Yellowstone Lake), New Canyon Hotel and Norris and Geyser Basin, leaving the Park at the western gateway (Yellowstone), thence to Salt Lake City, where a brief stop will be made to visit the principal points of interest, thence over the scenic route of the Denver & Rio Grande to Glenwood Springs, through the Royal Gorge to Colorado Springs, making the usual side-trip to Manitou, Garden of the

Gods, Crystal Park, etc., thence to Denver. Returning from Denver the special train will arrive in Detroit about 4.00 p.m. Sunday, September 8, in ample time for the convention.

At the close of the convention, the party will leave Detroit, Saturday afternoon, September 14, on the new steamer, "City of Cleveland," of the Detroit and Buffalo Navigation Company, for trip across Lake Erie, arriving Buffalo about 8.00 a.m., Sunday morning, September 15, and continuing by special train to New York City, arriving about 6.00 p.m. Sunday.

The cost of the entire trip will be $250 and includes round-trip Pullman accommodations, all meals en route, hotel accommodations and expenses in Yellowstone Park; in fact, all expenses except hotel accommodation during the convention at Detroit and stateroom in steamer from Detroit to Buffalo.

The New York Central Lines have also arranged for two other, tours as follows: "B," The White Section. Special train will leave New York, 8.30 a.m., Saturday, September 7, arriving Buffalo 6.00 p.m., thence by Detroit and Buffalo Navigation Company's new palatial steamer, "City of Detroit III" to Detroit, arriving 10.00 a.m., Sunday, September 8. The return will be made by special train direct to New York, leaving Detroit Friday midnight, September 13. arriving New York 3.00 p.m., Saturday, September 14.

Tour "C," The Blue Section. For the convenience of those desiring to make the round trip between New York and Detroit as quickly as possible a fast schedule has been arranged as follows: Special train to leave New York Sunday, September 8, 5.00 p.m. as a section of the famous "Wolverine," arriving at Detroit, 7.15 a.m. next morning. Returning, special train will leave Detroit, midnight, Friday, September 13, arriving at New York, 3.co p.m. Saturday, September 14.

A handsomely illustrated itinerary covering all of these tours will be sent upon request to Mr. W. V. Lifsey, General Eastern Passenger Agent, 1216 Broadway, New York.

The National Bank & Trust Company of Isle of Pines, has been organized by Cuban and American capitalists with a $5,000,000 capital. E. L. Kennedy is president, W. A. Miller, vice-president and W. H. North, cashier.

RIGHT OF TRUST COMPANY TO ACT AS EX-
ECUTOR WHERE THE WILL APPOINTED
A MERGED CONSTITUENT COMPANY

The recent case of Matter of Bergdorf, decided by the New York Appellate Division (149 App. Div. 529), raises the question of the right of a trust company which has been formed by the merger of two companies to act as executor when the will appointed one of the former companies to fill the office.

The will was made on the 2d day of November, 1904, and by the 7th clause thereof the testator nominated and appointed as executors of the will and trustees of the trusts therein created, two individuals, one of whom he referred to as "my friend," and the Morton Trust Company, and after these designations the sentence ended as follows: "all of the city of New York, in the State of New York, and the survivors and successors of them." The Morton Trust Company was duly merged into the Guaranty Trust Company of New York, pursuant to the provisions of sections 36 to 40, inclusive, of the Banking Law, on the 27th day of January, 1910, and the testator died on the 17th day of January, 1911. The will was duly admitted to probate and letters testamentary issued to the individual executors and trustees. A petition for letters was duly presented by the trust company claiming to be entitled thereto on the ground that it was the successor of the corporate executor and trustee named in the will. The application was denied and it appealed.

Section 36 of the Banking Law, which clearly and concededly authorized the merger of the Morton Trust Company into the appellant company, prescribes the method of merger, which is, in substance, that the board of directors enter into an agreement under seal, subject to the approval of the Superintendent of Banks, which may pro

ment.

vide that the two or more corporations merged may continue to have the name of one of them. Section 37 provides for the submission of the merger agreement to the stockholders and for the proceedings at the meeting of the stockholders to vote thereon, and for the filing and preservation of the records thereof, and the vote of stockholders essential to a merger, and further provides that if such vote be cast the merger shall become effective pursuant to the agreeSection 39 declares the effect of the merger as follows: "Upon the merger of any corporation in the manner herein provided all and singular the rights, franchises and interests of the said corporation so merged in and to every species of property, real. personal and mixed, and things in action thereunto belonging shall be deemed to be transferred to and vested in such corporation into which it has been merged, without any other deed or transfer, and said last named corporation shall hold and enjoy the same and all rights of property, franchises and interests in the same manner and to the same extent as if the said corporation so merged should have continued to retain the title and transact the business of such corporation; and the title and real estate acquired by the said corporation so merged shall not be deemed to revert by means of such merger or anything relating thereto."

Section 40 declares the rights of creditors and others having relations with the merged corporations as follows: "The rights of creditors of any corporation that shall be so merged shall not in any manner be impaired by any such merger, nor shall any liability or obligation for the payment of any money due or to become due, or any claim or demand, in any manner or for any cause existing against such corporation, or against any stockholder thereof, be

in any manner released or impaired, and all the rights, obligations and relations of all the parties, creditors, depositors, trustees and beneficiaries of trusts shall remain unimpaired by the merger, but such corporation into which the other or others shall be merged shall succeed to all such relations, obligations, trusts and liabilities and be held liable to pay and discharge all such debts and liabilities, and to perform all such trusts of the merged corporation in the same manner as if such corporation into which the other shall become merged had itself incurred the obligation or liability or assumed the relation or trust, and the stockholders of the respective corporations so entering into such agreement shall continue subject to all the liabilities, claims and demands existing against them as such at or before such merger, and no suit, action or other proceeding then pending before any court or tribunal in which any corporation that may be merged is a party shall be deemed to have abated or discontinued by reason of any such merger, but the same may be prosecuted to final judgment in the same manner as if the said corporation had not entered into the said agreement, or the said last named corporation may be substituted in the place of any corporation so merged as aforesaid, by order of the court in which such action, suit or proceeding may be pending."

There is a marked difference under our statutes between the consolidation and the merger of two or more corporations, and that upon a consolidation a new corporation springs into existence and the prior corporations are dissolved and cease to exist, while under the statutes authorizing a merger of corporations, one is continued without the formation of a new corporation and the others are merged in it. The Legislature must be presumed to have known these well-recognized distinctions, and, by omitting any reference to consolidation in the Banking Law and providing merely for a merger of banking corporations, it must have intended to preserve such distinctions. The corporation, therefore, the name of which is continued and into which the others are merged becomes the successor of the merged corporations, subject to the rights conferred and the obligations imposed by

statute.

It was further contended that the history of these sections of the Banking Law and of amendments thereto indicated a legislative intent that the right which the merged corporation had to become one of the executors and trustees of the will was conferred

upon and continued in the Guaranty Trust Company by virtue of the statutory provisions. "We refrain from expressing an opinion upon that important question at this time," said the court, "for, as we view the record, it is not necessarily presented for decision. It is sufficient, we think, to establish the right of the appellant to letters testamentary that it is the successor of the Morton Trust Company, for the testator not only designated the Morton Trust Company his executor and trustee but its successors as well. The word "survivors" was used, which could have reference only to the individual executors and trustees, and the word "successors" was used, which could relate only to the corporate executor and trustee. He was appointing his executors and trustees, and he is presumed to have known the law, which then provided for the appointment of successors, not by him but by the court in certain instances, and also in effect that the Morton Trust Company might go out of existence in name but that its functions might continue and be performed by a corporation into which it merged, which would become its successor; and it is the more reasonable view that he desired such successor to become an executor and trustee under the will."

TERMINATION OF A TRUST BY AGREEMENT OF THE BENEFICIARIES

Assume that a testator has provided by his will for a trust in favor of his widow and five children, the trust to last for a definite number of years, after which the estate is to be divided in certain proportions among the children subject to the provision that they shall give the widow a certain annual allowance as long as she lives. If the parties are all adults and capable of contracting, is it possible for them to terminate the trust before the period stated in the will by entering into an agreement to that effect? There are decisions which hold that a trust may thus be terminated if it is for the best interests of the estate and if the agreement is approved by a court order. In other words- the expressed intention of the testator may be defeated. But the recognition of such a right, unless it is carefully guarded and limited, is exceedingly doubtful and is certainly contrary to the fundamental theories underlying the making of wills.

A recent Wisconsin case (Cowie vs. Strohmeyer, 136 N. W. Rep. 936) decided by the Supreme Court of that State is a leading authority on this question.

A testator, possessed of a large estate, made a will making various provisions for the members of his family on both sides. The estate was composed of both realty and personalty and the trust provisions were fair and equitable, considering the fact that various members of the family were more or less incompetent to manage their own affairs. The trust was to continue until the youngest grandchild reached thirty years of age when it was to be divided among the grandchildren.

After an unsuccessful attempt to set aside the will the beneficiaries of the trust conceived the idea of changing the whole scheme by an agreement. The reason for this was that they desired to secure a certain amount of the funds immediately. The

case

was complicated by the existence of minors who were entitled to share in the trust estate, but this seemed to present no obstacle to the litigants and to their attorneys, for guardians were duly appointed to enter into contracts and agreements in behalf of the minors. Thereupon, an agreement changing the scheme of the testator was entered into by all the parties and the guardians and the agreement was approved by the county court, the chief reason for the approval being that the will was complicated and that it would be for the best interests of all the beneficiaries to adopt the proposed change, Not the least significant were the fees and charges allowed to counsel and to the guardians.

In reversing the decision of the court below the Supreme Court gave some emphatic advice on the sanctity of a will and the duty of complying with the plans of the testator, especially in executing a trust.

A

The right to make a will is sacred and has been so recognized by all nations. person who has once exercised the right in accordance with statutory provisions has imposed upon the courts and the beneficiaries certain duties which cannot be avoided. When the estate has once come within the jurisdiction of the court there are certain well-defined rights and responsibilities which must be observed. Although it has been held that where all the heirs are present and are capable of contracting and where the interests of all will be conserved by terminating the trust, an agreement changing the scheme of the testator may be made; still this rule is strictly limited and is not of general application. An entirely different question is presented where some of the parties are minors or are under disability. It is clear that in such a case a decree changing the provisions of the trust would defeat the

cherished intentions of the testator and would amount to the assumption by the court of power to make another will for the testator.

The court went still further and refused to protect the executors against the disbursements which they had made for expenses and counsel fees, although this had been done under the sanction of the county court. The rule that a court order will protect an executor does not apply, said the court, if the court which gave the order had no jurisdiction and if the executor did not use due care either in properly presenting the case or in appealing when he had reason to believe that the case might be set aside on appeal. Consequently, the court held the executors' personal liability for the fees dispensed although it worked a hardship.

The case is instructive in that it indicates to what extent a trust estate may be terminated by the parties interested and is. at the same time, a guide for executors and

trustees.

CONSTRUCTIon of mortgage to SECURE REFUNDING BONDS

In affirming the decision of the Appellate Division in the case of St. Louis and San Francisco Railway Company vs. Guardian Trust Company (205 N. Y. 79), the New York Court of Appeals sustained the contention of the trust company, and protected the rights of bondholders. The controversy between the parties was over the construction of certain provisions in a mortgage made by the railway company. The mortgage was made to a trustee, in 1901, to secure an issue of $85,000,000 of "Refunding Mortgage Gold Bonds," maturing July 1, 1951. It contained the following provisions, with respect to the issuance of the bonds. By subdivision A of its second article, $51,574,000, in amount, of the bonds were set apart to take up certain underlying bonds, which were specifically designated. By subdivision B of the article, $10,926,000, in amount, were set apart for use "as, in the judgment of the Railroad Company, shall be required ✶ ✶ ✶ in the refunding of the underlying bonds." By subdivision C of the article, the residue of the refunding bonds was set apart for various purposes in the development of the railroad company's properties; among them being the construction, or acquisition, of additional rolling stock.

Of the underlying bonds, against which were held refunding bonds, 'under subdivision A, were the so-called "Five Per Cent.