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AN ACT to incorporate the German-American Loan and Trust
PASSED July 1, 1882.
Assembly, do enact as follows: Corpora- SECTION 1. Herman Funke, Emil Greeff, I. Sherwood Coffin, Wil
son W. Underhill, George W. King, Charles de Neufoille, George W. Van Siclen, Samuel H. Seaman, August de Neufoille, Hugo Funke, Charles E. Sprague, William H. Cromwell, Charles A. Hoyt, Andrew G. Coffin, John A. Dermody, Isaac Sherwood and Benjamin D. Hicks, and their associates, and all other persons who shall become stock
holders in the company hereby incorporated, are hereby constituted Name, and created a body corporate, by the name of the German-American
Loan and Trust Company, of the city of New York for the objects
and purposes hereinafter mentioned. Capital
$ 2. The capital stock of said company shall be five hundred thousand dollars, and the same may be increased from time to time, if the majority in interest of the stockholders of said company shall so determine, to a sum not exceeding two millions of dollars. Such capital shall be divided into shares of one hundred dollars each, and shall be deemed personal property, and shall be transferable in such manner as shall be prescribed by the by-laws of said company. Said company may organize and commence business within one year from the passage of ihis act, and whenever one hundred thousand dollars of its capital stock shall have been paid in cash; and the whole of such capital stock shall be paid in within two years from the passage of this act.
§ 3. The capital stock shall be invested in bonds and mortgages on unincumbered real estate in the state of New York, worth at least double the amount loaned thereon, or in the stocks of this state, or of the United States, or in the bonds of incorporated cities or villages of
this state, duly authorized to be issued. Trustees § 4. The trustees shall have a discretionary power of investing the power of. moneys received by them in trust in public stocks of the United States,
or of any individual state, or in the bonds or stocks of any incorporated city or village in this state, authorized by the legislature, or in such real or personal securities as they may deem proper ; but the said company shall not hold stock in any private incorporated company beyond twenty-five thousand dollars.
$ 5. No loan shall be made. directly or indirectly, to any trustee or to officers. officer. Manage- 8 6. The affairs of said company shall be managed by a board of
trustees, of such number, not less than nine, nor more than twentyfive, as shall from time to time be prescribed in the by-laws, who shall, except the first year, be elected annually by the stockholders, in such manner and at such time and place, and upon such public notice, not less than thirty days, by advertisement in two newspapers in the county of Queens and in two other newspapers in the city of New York as shall be prescribed in the by-laws. Provided, however, that every such election of trustees shall be by ballot, and that a plurality of votes shall elect; that three inspectors for the next succeeding election shall be elected at the same time and in the same manner as
ment of affairs.
in the case of trustees ; and that every shareholder shall be entitled to
; one vote, either in person, or by proxy in writing, for trustees for every share of capital stock standing in his name on the books of the company.
$ %. The persons named in the first section of this act, or such of First trusthem, respectively, as shall become holders of at least ten shares of the tees. said capital stock, shall be the trustees of the said company for the first year, and until others are elected in their place, and may add to their number not exceeding the limit of twenty-five aforesaid. The trustees shall have the power, from time to time, to make and establish such by-laws, rules and regulations as they shall deem expedient for the conduct and management of the business and affairs of said company, the issue and transfer of the capital stock for determining the time, place and manner of holding elections and meetings of the company and of the trustees, the filling of vacancies in the board of trustees, the number of trustees necessary to constitute a quorum, not less than one-half of the whole number, and all other matters that may appertain to the concerns of said company; and they may prescribe the duties and fix the compensation of all officers and agents of the company. They may require payment of subscriptions to the capital stock in such proportions and at such times as they shall deem expedient, under penalty of forfeiting all stock and previous payments thereon ; and the said company may sue for and recover all such subscriptions. The said trustees shall elect one of their number president of the board, and appoint such other officers and agents as they may deem proper.
8 8. Herman Funke, Andrew G. Coffin, Emil Greeff, Isaac Sher- Cominis.. wood and Wilson W. Underhill shall be and they hereby are ap- open pointed commissioners to open books for subscriptions to the capital books. stock of suid company at such time and place and in such manner as they, or, a majority of them, may deem proper.
$99. The corporation hereby created shall have the general powers General and privileges of a corporation, as declared in the third title of the powers. eighteenth chapter of the first part of the Revised Statutes, and, in addition thereto, shall have power :
To act as the fiscal or transfer agent of any state, municipality or Special corporation, and in such capacity, to receive and disburse money, and powers. transfer, register and countersign certificates of stock, bonds and other evidences of indebtedness.
To receive deposits of money, securities and other personal property from any person, and to loan money on real or personal security.
To lease, purchase, hold and convey real estate, necessary in the transaction of its business, or acquired in satisfaction of debts due the corporation, under sales, judgments and mortgages; and to guarantee bonds and mortgages and titles to real estate.
To act as trustee under any mortgage issued by any municipality or corporation, and to accept and execute any other municipal or corporate trust not inconsistent with the laws of this state.
To accept from and execute trusts for married women, in respect to their separate property, whether real or personal, and to be their agent in the management of such property.
To take and accept by grant, assignment, transfer, device or bequest, and hold any real or personal estate on trusts created in accordance with the laws of this state or of the United States.
To act under the order or appointment of any court of record as guardian, receiver or trustee of the estate of any minor, the annual
Rate of interest.
No hond required.
income of which shall not be less than one hundred dollars, and as depository of any moneys paid into court for the benefit of such minor or others.
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 or property, real or personal, and the rents and profits thereof, or the sale thereof, as may be granted or confided to it by the supreme court, or by any other court of record (or by any person, corporation, municipality or other authority) and the said corporation shall be accountable to all parties in interest for the faithful discharge of every such trust, duty or power which it may so accept.
8 10. On any sum of money not less than one hundred dollar3 which shall be collected or received by the said company, in its capacity of guardian, receiver or depository* of moneys in court, an interest shall be allowed by said company of not less than the rate of three per cent annually, which interest shall continue until the money so received shall be duly expended or distributed.
§ 11. When the annual income of an infant, of whose estate the said company shall be a guardian, shall exceed the sum allowed, or which may be sufficient for the education and support of such infant, such surplus income shall be accumulated by the said company for the benefit of such infant; by adding interest on the whole as a new principal; and the interest so to be allowed and added in such accumulation shall in no case be less than three per cent.
$ 12. No bond or other collateral security shall be required from the said company when appointed guardian, receiver or depository,* except when directed by the court or other competent authority; but all investments of moneys received by the said company, in either of such characters, shall be at the sole risk of the said corporation ; and for all losses of such moneys the capital stock, property and effects of the said corporation shall be absolutely liable; and in case of the dissolution of the said company by the legislature, the supreme court, or otherwise, the debts due from the company as guardian, receiver or depository* of moneys in court shall have a preference.
$ 13. The said company shall report semi-annually its condition and operations to the superintendent of the banking, department, and shall make such report whenever required by him, and the supreme court may at any time, on application made, or otherwise, authorize any person or persons under such directions as the said court may prescribe, to examine the books and accounts of the said company, and inquire into and report upon its management and affairs.
$ 14. Whenever default shall be made in the payment of any debt or liability contracted by this corporation, the stockholders thereof shall be individually responsible, equally and ratably, for the amonnt of such debt or liability, with interest, to an extent equal to the amount of their respective shares of stock in said corporation ; bui bo person holding stock therein as executor, administrator, guardian or trustee, and no person holding such stock as collateral security, shall be personally liable as a stockholder in said company, but the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in like manner, and to the same extent, as the testator or intestate, or the ward or person interested in such trust fund would have been, if living and competent to act and hold the stock in his own name, and the person pledging such stock shall be deemed the stockholder and liable under this section.
*So in original.
Liahility of stock holders.
$ 15. For all losses of money which the capital stock shall not be of trussufficient to satisfy, the trustees shall be responsible in the same manner and to the same extent that trustees are now responsible in law or equity.
§ 16. This act shall not be construed to confer on the said company Act how any right or power to make any contract or to accept or execute any trust whatever which it would not be lawful for any individual, under the general rules of law, which are or shall be in force, to make, accept or execute; and the legislature shall have power, at any time hereafter, to repeal, alter or modify this act or any of its provision's
§ 17. This act shall take effect immediately.
to be construed.
AN ACT to amend chapter six hundred and six of the laws
of eighteen bundred and seventy-five, entitled "An act further to provide for the construction and operation of a steam railway or railways in counties of the state.”
PassED July 1, 1882. The People of the State of New York, represented in Senate and Assembly, do enact as follows :
SECTION 1. Section six of chapter six hundred and six of the laws of eighteen hundred and seventy-five, entitled “An act further to provide for the construction and operation of a steam railway or railways in counties of the state,” is hereby amended so as to read as follows:
$ 6. The said commissioners shall, within the like period of ninety Commisdays after their organization, fix and determine the time within which sioners to such railway or railways, or portions of the same, shall be constructed within and ready for operation, together with the maximum rates to be paid which railfor transportation and conveyance over such railway or railways, and be conthe hours during which special cars or trains shall be run at reduced rates of fares. The said commissioners shall also, within the like period of ninety days after their organization, fix and determine the amount of the capital stock of the company to be formed for the purpose of constructing, maintaining and operating such railway or railways for public use in the conveyance of persons and property, the number of shares into which such capital stock shall be divided, and the percentage thereof to be paid in cash on subscribing for such shares. The said commissioners shall also, within one hundred and ten days after their organization, ascertain and determine the aggregate pecuniary damage arising from the diminution in value of the property bounded on that portion of such street or streets, highway or high ways, upon which it is proposed to construct and operate such railway or railways, to be caused by the construction, maintenance and operation thereof. For the purpose of ascertaining such aggregate pecuniary Appraisal damage the said commissioners shall view the several parcels of real gledamestate bounded as aforesaid, and shall appraise separately the pecuniary damage arising from the diminution in value of each parcel thereof to be caused as aforesaid, and for the purposes of such appraisal they “shall give notice of the time and place, when and where they will meet to hear the owners, or persons interested in the said several parcels of real estate bounded as aforesaid, which notice shall be pub
to be de
poration shall enter upon street.
lished for at least ten days consecutively, in at least two newspapers published in the county where such railway is to be constructed, and may in their discretion take testimony upon the probable diminution in value of any or all such parcels to be caused as aforesaid, and the aggregate sum of the amounts so appraised and determined by said commissioners shall be the aggregate pecuniary damage required to be
ascertaived and determined by said commissioners as above provided. Amount And no corporation which shall hereafter be organized under this act damages
shall enter upon any street, highway or lane of any city or county of
this state, or become vested either directly or indirectỉy, whether by posited pore cor be implication or otherwise, with any right, privilege or franchise in any
street, highway or lane therein, until it shall first bare deposited with some trust company, to be designated by the mayor of the city within which it is proposed to construct the railway, or by the board of supervisors, when the road does not lie wholly within the city, a sum of money equal to the amount so ascertained and determined as aforesaid by said commissioners to be the aggregate pecuniary damage to the property, bounded as aforesaid, or shall have secured the payment of such amount by depositing with the said trust company negotiable securities, equivalent at their par and actual valne to the aggregate amount aforesaid, and approved either by the county treasurer, or in case the
said commissioners shall have been appointed by the mayor of a city, Addition- then by the said mayor. And the said corporation shall also at the al deposit required.
same time deposit with the said trust company, or with the county treasurer, the sum of five thousand dollars in cash, for the payment of the expense of apportioning and distributing the aforesaid fund ; and unless such moneys or securities as aforesaid shall be deposited hy such corporation within one year after it shall have obtained the consent of the local authorities, and of the property owners, or the confirmation by the general term of the supreme court of the determination of three commissioners, appointed by said court, as required by the fourth section of this act, and in the case of a company heretofore organized within one year after it shall have obtained the confirmation by the general term of the supreme court of the report of three commissioners appointed by said court, in lieu of the consent of property owners or within one year after the commissioners appointed to ascertain and determine the aggregate pecuniary damages as provided in this act shall have made their report, then and in such case the said corporation
shall be deemed not to have accepted the franchises duly granted. Proviso.
Provided, however, that in all cases where the said commissioners shall fix and determine different periods of time within which different sections of said railway shall be constructed and ready for operation, they shall ascertain, determine and report separately the aggregate pecuniary damage to property bounded upon that portion of said street or streets upon which each of such sections is located ; and upon the deposit by said corporation as above provided of moneys or securities equivalent to the aggregate pecuniary damage to be sustained by any one of such sections of said railway, said corporation shall immediately be vested with the right and privilege to construct its railway through such section.
§ 2. Section seven of the aforesaid act is hereby amended so as to read as follows:
$ 7. The said commissioners shall prepare appropriate articles of
association for the company, in the last section mentioned in which ation.
said articles of association shall be set forth and embodied as component parts thereof, the several conditions, requirements and particulars
Articles of associ