Capital stock.

and by such name shall have perpetual succession, contract and be contracted with, sue and be sued, and have all the powers hereinafter given; and may have and use a common seal, and alter the same at pleasure. § 2. The capital stock of said corporation shall be twenty-five thousand dollars, divided into two hundred and fifty shares of one hundred dollars each, with the privilege of increasing the capital stock by a vote of two-thirds of the stockholders in interest, at any annual or special meeting, to any amount not exceeding two hundred thousand dollars. The incorporators, or any three of them, may open books and receive subscriptions at such times and places as they may determine upon; and when two hundred and fifty shares shall have been subscribed, and twenty per cent. thereof paid in, the share-holders may elect a board of not less than five nor more than seven directors, who shall serve until the next annual election, which shall be on the first Tuesday of February of each year, or until their successors are duly elected and qualified; and when the company shall have been organized, the said directors shall have the power and authority to have and to exercise, for and in the name of said company, all the rights and privileges herein given; and should the capital stock at any time be increased, the stockholders at the time of said increase shall be entitled to a pro rata share of such increase upon the payment of the price fixed by the board of directors.

§ 3. The principal office of said company shall be Place of office. in the city of Richmond, Kentucky. All directors of said company shall be citizens of the State of Kentucky, and they shall keep a full and complete record of all of their proceedings.

Election of -officers.

4. The directors shall elect from their number, at each first meeting of the board after their election, a president and vice president, who shall hold their offices for the period of one year, and until their successors are elected and qualified; and may appoint a

secretary and treasurer, and such other officers, clerks, agents and employes as the business of the company may require, fix their compensation and prescribe their duties. All elections for directors shall be viva voce; and every stockholder shall be entitled to one vote for each share of stock held by him; but no person shall be eligible as director who is not a stockholder to the amount of ten shares. Vacancies occurring in the intervals of election shall be filled by the board of directors. At any meeting a quorum of the stockholders shall consist of stockholders owning at least one-half in value of all the capital stock, and a majority or more of the board of directors shall constitute a quorum.

ness.

5. The board of directors shall make all by-laws By-laws, necessary for conducting the business of the corporation, and shall have power to require payment of the amount remaining unpaid on the stock of the corporation, at such times and in such proportions as they shall think proper. The corporation shall have a lien on the stock for any amount that may be due thereon. § 6. Said corporation may purchase, erect or rent a Nature of busibuilding or premises, having a commodious and strong safety vault and a number of small compartments or boxes, designed and adapted for renting to persons or corporations who desire to have a place of safe deposit for valuables; and said corporation is hereby empowered to rent out the boxes or compartments in such safety vault to such persons, and for such sums of money, and for such times, as may be agreed upon between such corporation and such persons as may, jointly or severally, rent one or more of said boxes or compartments. Said corporation is hereby empowered to receive for safe-keeping any valuables that may be intrusted to it, receipting for the same, by such officer as may be designated by the by-laws for that purpose, and may guarantee such special deposits for an agreed compensation from the depositors.

§ 7. The said corporation may be appointed, and

ity.

Fiduciary capac- may act as guardian of infants, as executor or administrator, or committee of lunatics or idiots, as receiver or assignee or other trustee, whether appointed by deed, by last will and testament, by any court within this Commonwealth, or in any other manner not inconsistent with law. It may receive and hold in trust estate, real and personal, including the notes, bonds, obligations and accounts of estates and individuals, of companies and corporations, private or public, and may, in its fiduciary capacity, purchase, collect, adjust and settle, sell and dispose of the same, in this State or elsewhere. It may act as agent or attorney in the leasing, conveying and managing real and personal estate, receiving and collecting rents and other moneys, in the issuing and countersigning certificates of stock, bonds, or other obligations of any corporation, association or municipality, State or public authority, and may receive and manage any sinking fund therefor, and may accept, execute and guarantee all such trusts, of every description, not inconsistent with the laws of this State, as may be committed to it by any person or persons, or by any corporation, or by any court of record of this or any other State. The said corporation shall have a trust department, and all of its business of a fiduciary character shall be kept in a separate set of books, and a separate account shall be kept with each estate committed to its care.

Investment of capital stock.

§ 8. One-half of the capital stock paid in, to an amount not exceeding twenty-five thousand dollars, shall be invested in such securities, and at such rates of interest as they promise to pay, as are authorized by law for trustees, and from time to time shall be reinvested in the same, and shall be kept separate and apart from other investments, and designated on the books of the company as the "trust security fund," and it shall be the duty of the company, through its president and secretary, to make a detailed statement, as often as required, to such court or courts as may

have committed any trust or trusts to said company of all such investments, together with a statement, as near as practicable, of the value of the estates and property so committed to said company, which statements shall be verified by the oath of one of said officers; and said trust security fund shall be specially and primarily liable for the obligations of said company as executor, administrator, guardian, receiver, assignee or trustee, in any other capacity, and shall not be liable for any other debt or obligation of the company until all its liabilities in regard to its trusts as aforesaid shall have been first fully met and discharged. The residue of the capital and other moneys in the hands of the company may be loaned or invested in such manner as may be determined by the corporation; but nothing herein shall be construed to permit said company to discount paper, or to engage in the business of banking. Said corporation shall keep a complete set of books, showing receipts and disbursements of money, and giving a full and correct account of all its transactions in each and all of the trusts committed to its care, which books shall be open to the inspection of the courts committing such trusts to its care, and to the parties in interest, at all times.

pany for perform

§ 9. The capital of said company shall be taken and Security of comconsidered as the security required by law for the ance of its duties faithful performance of its duties, and other security shall not be required upon its appointment to any of the offices or duties mentioned herein, except when required by the courts or by parties in interest; but any court having jurisdiction to make or approve such appointments shall have power, before making or approving the same, and any time thereafter, to examine the officers of the company, under oath or affirmation, as to the security aforesaid, and the amount and extent of its fiducial liabilities, and if deemed advisable by said court or courts, to appoint a suitable person to investigate the affairs and management of said com

sponsibilities in fiduciary ca

pacity.

pany, who shall report to such court the manner in which its investments are made, and the security offered to those by or for whom its engagements are held, the expense of such investigation to be paid by said company.

§ 10. In the exercise, by said company, of the Duties and re- powers herein authorized as guardian, executor, administrator, committee of lunatics, or of any office or duty imposed by the courts on or otherwise committed to said company, it shall be subject to the same duties and responsibilities, shall have the same powers, and shall receive the same compensation, as may be fixed by law with relation to individuals holding similar offices or trusts, except as herein otherwise specially provided. The exercise of the other powers, and the performance of other duties by said company, may be, as to compensation and otherwise, matters of contract with the parties interested.

Dividends.

§ 11. Said corporation may, from time to time, declare and pay dividends; but such dividends shall be only from the net earnings of the company.

12. This act shall take effect and be in force from its passage.

Approved April 13, 1888.

CHAPTER 1038.

AN ACT to amend an act, entitled "An act to amend and reduce into one all the acts in relation to the corporation of the town of Campton, in Wolfe county," approved March 29, 1884.

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That an act to amend and reduce into one all the acts in relation to the corporation of the town of Campton, in Wolfe county, approved March 29, 1884, be amended by striking out of section 30 in said act, after the word "repair," in third line, to and including the word "find," in fifth line, and insert in