(131) SEC. 14. Every such corporation, whether parent Rights, or local, shall have all the rights, powers, immunities and powers, etc. privileges granted by this act to non-profit corporations generally, and, excepting as in this chapter prescribed, shall be subject to the liabilities imposed by law upon all corporations in this state.

(132) SEC. 15. Every such lodge whether parent or local Relief funds, shall have authority to make provision for the visitation of etc. the sick and afflicted members; to provide funds for the relief of distressed members and their families; to provide funds for the burial of indigent or other worthy members: Provided, Proviso. That no such funds shall be raised or maintained in the way of dues, assessments or levies based upon an insurance rate, table or contract express or implied: And provided further, Further proviso. That no such money shall be paid out of the treasury of any such lodge without the express order of the lodge itself or a committee duly authorized to consider and act upon such cases: Provided, however, That nothing in this chapter con- Proviso, tained shall be construed as prohibiting any such lodge from homes. establishing and maintaining charitable homes or other institutions for its aged, afflicted or infirm members under the provisions of this act applying to trustee corporations.

charitable

PART IV.

Trustee, Educational and Ecclesiastical Corporations.

CHAPTER 1.

Trustee Corporations.

Subdivision 1.-General Provisions.

poration de

(133) SECTION 1. A trustee corporation is hereby defined Trustee corto be any corporation wherein the trustees appointed by any fined. instrument in writing, whether testamentary or otherwise, to have the title, care, custody or disposition of property or the income therefrom, in trust for such uses and purposes as may be named in such instrument, for the benefit of religious, charitable, benevolent, educational institutions or public benefaction of whatsoever name or nature and any other persons who may be lawfully associated with them, incorporate for the express and main purpose of carrying out the provisions of such trust. The term "trustee corporation" may also embrace any case in which trustees hold in their corporate name, any separate property of the corporation of which they are trustees for specific purposes defined or limited by any

Further proviso.

When property devised, etc., to trustees.

"Trust instrument" defined.

written instrument donating, setting aside or devoting such separate property for charitable, religious, benevolent, educational or other beneficial purpose, or where such property is so held by the said trustees under the terms of written instructions as to the use thereof from the governing body of any ecclesiastical, fraternal or charitable society, association or corporation. Such trustees shall in no case have any personal interest in or title to any part or portion of such trust property, nor derive any personal benefit from the principal or income thereof, excepting in the way of just compensation for their labor and skill in executing such trust or by way of reimbursement for necessary and actual expenses incurred in the management of such property or in the performance of their duties as such trustees, or except upon authority expressed in the original deed or instrument of trust. Nothing in this chapter contained shall be construed as preventing or prohibiting any trustees appointed or provided for under the terms of any deed, will or other written instrument to have the title or management of any property, whether real or personal, for the benefit of the donor or grantor therein or the heirs, dependents or other beneficiaries of such donor or grantor, and not for charitable, religious, educational or benevolent purposes, from incorporating under this act for the purpose of executing such trust, if such incorporation be permitted, directed or contemplated in such instrument, and the business of such corporation, when organized, is one which a corporation might otherwise carry on under this act: And provided further, That declarations of trust shall not be sufficient in themselves to authorize the trustees named therein to assume corporate powers, but all such trustees referred to in this chapter shall be incorporated only in the manner prescribed in and by complying with the provisions of this act.

(134) SEC. 2. In any case mentioned in the foregoing section where property, whether real, personal, or mixed, amounting in value to one thousand dollars or more, has been or hereafter shall be so given, granted, devised, or bequeathed to three or more trustees, or in any case where the income from any property or fund has been or hereafter shall be so given, or bequeathed to such trustees for any such purpose, where the annual amount of such income is one thousand dollars or more, and where it shall, for the more effective and perfect administration of any such trust, be deemed expedient to organize themselves as a corporation, then it shall be lawful for such trustees to become incorporated under this chapter. The term "trust instrument" or "instrument of trust" as used in this act shall be construed to mean and refer to any lawful deed of gift, grant, agreement, or any last will and testament by which the donor, grantor, or testator shall give, grant, devise, or bequeath any property, real, personal or mixed, in trust for general or specific uses; and any and all conditions, terms or directions contained therein; and any act, declara

tion or instructions of a legal nature made by any corporation or body directing or authorizing trustees thereunder to take, receive, hold, manage or dispose of any of the property of such corporation for general or specific purposes for the benefit of such persons or objects as may be therein designated. Such term shall not include constructive or resulting trusts. (135) SEC. 3. The articles shall, in addition to other re- Articles, what quirements made in this act, state:

(a) The nature of the business, if any, in which such corporation will be engaged, and the nature and value of the trust property; and to all such articles, wherever filed, there shall be attached verified copies of every trust instrument or other written directions upon which such trust is founded;

(b) The number of persons who shall constitute the permanent board of trustees of such corporation; the length of time for which the trustees are authorized to act after election or appointment as the case may be; and the mode in which their successors shall be elected or appointed;

(c) Whether or not other persons than the incorporators are, or may become, members or stockholders thereof.

to state.

(136) SEC. 4. Every trustee corporation shall have offi- Officers. cers corresponding to those prescribed for corporations generally in this act, appointed or elected as such trustees may agree upon by majority vote, or as may otherwise be provided for in the trust instrument. Such corporation shall have all the rights, powers, privileges, and immunities conferred by law upon general corporations, excepting as limited in the trust instrument or by the provisions of this chapter.

(137) SEC. 5. Unless otherwise prohibited or not con- May hold, templated in the trust instrument, such trustee corporation etc., property. may by gift, grant, devise or bequest, take, receive and hold any property, real or personal, so given, granted, devised or bequeathed from other persons than the person or persons by whose deed, will or other instrument the trust was originally founded. Any two or more persons may by the same instrument or by separate instruments, give, grant, devise, or bequeath property in trust, for any of the purposes mentioned in section one hereof, to the same trustees upon such terms and conditions as may in such instrument or instruments be agreed on, and such trustees, if authorized to incorporate, shall attach to the articles of incorporation each and every one of such agreements, and shall be governed by the conditions therein imposed upon them, if not incompatible one with the other. After incorporation to carry out the express directions or conditions of any such trust instrument, no such trustees shall thereafter accept any gift, grant, devise, or bequest upon any condition or conditions incompatible with the articles or with any instrument required to be attached thereto.

(138) SEC. 6. The property and funds of every such cor- Funds, etc., poration shall be faithfully and exclusively used for the pur

how used.

poses thereof as set forth in its articles or as required by the terms of the trust instrument; and such trustees shall be held to the same degree of responsibility and accountability with respect thereto as if not incorporated, excepting where a less degree or a particular degree of responsibility and accountability is prescribed in the trust instrument, or where such trustees remain under the control of members or stockholders in such corporation other than themselves who retain the right to direct and do direct the action of the trustees as to the use of such trust property from time to time. Nothing herein contained shall be construed as prohibiting any such board of trustees, having more than five members, from appointing an executive committee or such other committees as they may desire, with such powers and division of work and responsibility as such board may agree upon, not inconsistent with the trust instrument or with the general provisions of this act governing the management and powers of corporations. Such corporation may, unless otherwise specifically directed in the trust instrument, invest its funds by loan or mortgage security, or by purchase of any city, county, state or United States bonds, and of any other bonds authorized by the laws of this state for purchase by savings banks, or by loans on pledge of the same: Provided, That no loan of such funds shall be made to any trustee, officer or servant of such corporation.

(139) SEC. 7. In any case where the trust instrument fails to provide for the filling of vacancies among the trustees due to death, disability, resignation or other cause, and such vacancy occurs, the remaining trustees may apply to the cir cuit court in chancery of the county where the principal business office of such corporation is located, for the appointment of some suitable and competent person to fill such vacancy, and the circuit judge thereof may, upon such ex parte or other showing as he may require, make such appointment by an appropriate order, and the person so appointed shall, upon filing his written acceptance as such trustee, be and become a trustee of such corporation with the same powers as those originally appointed. A certified copy of every such order shall be forthwith filed with the secretary of state and with the county clerk or clerks where the original articles were filed.

(140) SEC. 8. In any case where the trustees of any such trustee corporation are in honest doubt and unable to agree as to the construction of any of the terms or conditions of any such trust instrument or their powers or duties thereunder, any or all of such trustees may file his or their petition in the circuit court in chancery for the county in which the principal business office of such corporation is located, asking for the construction of the said court upon the whole or any part of such instrument, under and by the same procedure as is provided by law for the construction of wills. In case any pub

lic interest is involved, the prosecuting attorney of such county shall enter his appearance therein, and shall do so in all cases involving hospitals or charitable homes or similar institutions to which the general public may be admitted on application. If less than the entire board of trustees joins in such petition, the remaining members shall become defendants and shall be served with such notice or other process as the rules of the court may require. Such court shall have jurisdiction to Jurisdiction determine every doubtful, or disputed question raised by such of court. petition, and the opinion and directions of such court, when filed, shall be binding upon such corporation and the trustees

thereof.

ment, amend

(141) SEC. 9. SEC. 9. If the donor, or grantor in any such trust Trust instruinstrument, shall desire to alter, amend, enlarge or restrict the ment of. gift or grant or any of the terms or conditions thereof, and does so, it shall be the duty of such trustees to forthwith file a verified copy of such amended trust instrument with the secretary of state and the county clerk where the original articles were filed, and any amendments to such articles occasioned by such amended trust instrument shall likewise be forthwith made and filed by such trustees, but no such amendments to the articles shall be valid that change the original purposes of the corporation in their entirety.

Subdivision 2.-Hospitals or Asylums.

corporation.

(142) SEC. 10. In all cases where lands, or any other Trustee property, amounting in value to five thousand dollars or upwards, have been or shall hereafter be given, granted, devised or bequeathed to three or more trustees for the purpose of founding or endowing a hospital or other charitable asylum for the care or relief of indigent or other sick or infirm or aged persons, or the care of minor orphans or crippled children or for the care and protection of unfortunate women, or any number of such purposes, such trustees may incorporate under this act as a trustee corporation. Unless restricted by the trust instrument in respect thereto such trustees may unite in such incorporation with other persons contributing to the maintenance of such hospital or asylum, and all such other persons shall become members of such corporation upon making such contribution as may be fixed and determined in the articles or by-laws of the corporation: Provided, That any Proviso. three or more persons may incorporate for any such charitable purpose as a trustee corporation, where the hospital, home, asylum, or other institution to be founded by such corporation is to be constructed, equipped and maintained principally by donations not made under any trust deed or other instrument in writing declaring the uses and purposes to which such property shall be devoted, and every such corporation shall have authority to fix and prescribe the terms and conditions of membership therein.