Sec. 24. That this company shall have the right to dispose of, Company may negotiate or sell these bonds secured by mortgage on the whole dispose of bonds. or any part of its franchise and property upon such terms as the president and directors shall deem most advantageous to the company. perform duty guilty of a misdemeanor. Sec. 25. That any officer failing and refusing to perform his Officers falling to duties under this act shall be guilty of a misdemeanor. Sec. 26. at the railroad authorized by this act shall be commenced within four years from the date of the ratification of this act. Sec. 27. That this act shall be in force from and after its rati- When road shall be commenced. fication. Ratified the 6th day of March, A. D. 1899. CHAPTER 258 An act to incorporate "The Carolina Banking, Loan and Trust Company.” The General Assembly of North Carolina do enact: Corporators. Body corporate. Section 1. That J. S. Carr, Wm. A. Guthrie, Leo. D. Heartt, Wm. M. Morgan, G. W. Watts, R. W. Winston, J. S. Manning, F. L. Fuller, T. B. Fuller, W. H. Branson, Melville Jeffries, T. H. Martin, T. M. Gorman, J. H. Sharpe, D. A. McCauley, D. C. Parks, V. Ballard, their present and future associates and successors are hereby constituted and declared to be a body politic and corporate by the name and style of "The Carolina Banking, Loan and Trust Company," and as such shall have succession for the term of sixty years, and by that name may sue and be sued, appear, Corporate powers prosecute and defend in any court or place whatsoever, and may make contracts, buy, hold, possess and convey real estate and personal property and have and use a common seal, and may break and renew the same at will and may make, establish and put in execution such by-laws, rules and regulations not contrary to the laws of North Carolina or of the United States as may be necessary for the regulation and management of its affairs, and do all such acts and things as may be necessary to carry into effect the provisions of this act, and shall have all the powers, rights and privileges granted to any bank or banking institution under the general law of the state of North Carolina. Sec. 2. The corporate powers of the company shall be vested in a board of directors, to be elected by the stockholders annually, who shall hold their office for one year and until their successors have been appointed. Said board of directors shall consist Corporate powers vested in a board of directors. ors. Number of direct of as many stockholders as the by-laws provide, but not less than five. A majority of the board shall constitute a quorum to do business. The said board shall have each and every power necessary to carry out the business of this company and to enable it to exercise all the powers and franchises of the corporation. It may appoint an executive committee from their number, consisting of not less than three, having like power when the board is not in session, and shall have power to make all by-laws and prescribe such regulations for the transaction of its business as it shall deem necessary, not inconsistent with the laws of this state and of the United States, and may amend, alter, suspend or add to the same at pleasure, subject to a like restriction. Executive committee may be appointed. Capital stock. Election of officers. Representation of stockholders. Capital stock may be invested in bonds, etc. Subscriber failing to pay stock. Entire stock of delinquent may be sold. Sec. 3. The capital stock of said corporation shall not be less than twenty-five thousand dollars nor more than one million of dollars, to be divided into shares of fifty dollars each; and when not less than the minimum amount of stock has been subscribed and ten thousand dollars paid in in cash, the stockholders may elect a president, vice-president, a secretary and treasurer, and such other officers as it may deem expedient, and not less than five directors, which officers shall serve for one year, and thereafter until their successors are elected. Election of officers of the company shall be by ballot, unless the same be dispensed with, and a plurality of votes shall elect. At meetings of stockholders each stockholder shall be entitled to one vote, in person or by proxy, for each share of the capital stock of the company held by him and transferred to him on the books of the company not less than thirty days immediately preceding such election. Sec. 4. The capital stock of said company may be invested in bonds, notes or other evidences of debt secured by deed of trust or mortgage upon real or personal property or otherwise, safely secured, or in securities or bonds of the United States or the bonds of the state of North Carolina, or the bonds of any incorporated city or town or county in this state, as in the discretion of the board of directors shall seem best. If any subscriber shall fail to pay his stock or any part thereof as the same is required of him, the entire residue of his stock shall be deemed to be due and may be recovered in the name of the corporation, either by motion to the court of the county where the delinquent may reside upon giving him ten days' notice of the motion, or by ordinary civil action, or the entire stock of such delinquent may be sold by order of the board of directors for cash at the office of said company, after advertisement of such sale for ten days in some newspaper published in the town of Durham, N. C.; and if at such sale the price should not be sufficient to discharge the amount unpaid with all costs of such sale, the subscriber shall be liable for the deficiency in a civil action. Sec. 5. The said company shall have power to receive money May receive in trust and accumulate the same at legal rate of interest, and to money in trust. allow interest not exceeding the legal rate; to accept and execute trusts of every description as fully as a natural person could which may be committed to said company by any person or persons whatsoever, or by any corporation, or by order or decree, or authority of any court of record, upon such terms as may be agreed upon, provided or declared in regard thereto; to act as agent for the purpose of issuing, registering of counter- Corporate powers. signing certificates of stock, bonds or other evidences of debt of any state, corporation, association, municipality or public authority, on such terms as may be agreed upon; to lease and rent real estate and collect rents from the same; to accept from and execute trusts for married women in respect of their separate property or estate, and to act as agent for them in the management, sale and disposition of their properties. Court may arpoint said company guardian, etc. Sec. 6. That in all cases where an application may be made to any court having jurisdiction to appoint a curator, guardian of an infant, committee of an idiot or insane person, administrator of any person dying testate or intestate, trustee or receiver, such court shall have power to appoint said company as such curator, guardian, committee, administrator, trustee or receiver upon the like application that any person might be SO appointed; and it shall be lawful for any person by deed, said company will or any other writing to appoint said company a trustee, may be ap pointed trustee, executor, guardian, assignee or receiver; and as such executor, executor, etc. guardian of an infant, committee of an idiot or insane person, administrator, trustee, executor, assignee or receiver, said company may lawfully act, and as such shall be subject to all like capacities, and subject to be removed like natural persons. Sec. 7. That it shall be lawful for any individual, executor, administrator, guardian, committee, receiver, assignee, trustee, public officers or other person having the custody of any bonds, stocks, securities, moneys, or other valuables, to deposit the same for safe keeping with said company: Provided, that the deposit shall not exonerate such individual from liability. Sec. 8. That every court wherein said company shall be appointed or shall be allowed to qualify as guardian, committee, executor, administrator, trustee or receiver, or in which it is made the depository of moneys or other valuables, shall have power to make all orders and compel obedience thereto and require said company to render all accounts which such court might lawfully make or require if such company was a natural person; and the court if it deem necessary, may from time to time appoint suitable persons to investigate the affairs and management of said company, or the court may, if it deem necessary, examine the officers Persons having Courts may com pel obedience to orders from said company. Officers of com pany may be examined under oath. Company author. ized to invest money received in trust. Persons apply. ing deposits of company to personal use guilty of embezzlement. Sufficiency of bonds given by company may be approved by authority. When bonds may be accepted by certain officer as sufficient. of said company, under oath or affirmation as to the security aforesaid. Sec. 9. That said company is authorized to invest moneys received in trust or deposit, loan or otherwise, and to take, have and hold estates, real, personal or mixed, obtained with the money aforesaid, or with funds belonging to said company, and to sell, grant, mortgage or otherwise encumber, lease or dispose of the same, and to that end may execute all deeds or other instruments concerning the same; to deal in exchange, foreign or domestic, securities, mortgages, bonds, certificates of indebtedness, stocks of incorporated companies, notes, loans, bonds of the United States or of any city, county or of any incorporated company or individual. Sec. 10. That any officer or employee of said company who shall apply any of the deposits of any kind of said company to his own or to the use of any person or person [persons] not entitled thereto shall be deemed guilty of embezzlement, and upon conviction shall be punished by imprisonment in the penitentiary for a term of not less than one nor more than five years, and shall be responsible in any suit at law for injury, loss, expense or damages incurred by reason of its prosecution or in conse quence of said act, either to the company or to ány party aggrieved, damaged or injured thereby. Sec. 11. Whenever any bond, recognizance, obligation, stipulation or undertaking is by law, or rules and regulations, municipal or otherwise, or the rules or regulations of any board, body corporate, municipal or otherwise, required or permitted to be made, given, tendered or filed for the security or protection of any person or persons, corporation, municipality or other organization whatsoever, conditioned for the doing of or not doing of any act [in] such bond, recognizance, obligation, stipulation or undertaking specified, any and all heads of departments, public officers, state, county, town or municipal, and any and all boards, courts, judges and municipalities, now and hereafter required or permitted to accept or approve the sufficiency of any such bond, recognizance, obligation, stipulation, or undertaking, may, in the discretion of head of department, court, judge, public officer or municipality, or officers or boards of a private corporation, accept such bond. recognizance, obligation, stipulation or undertaking and approve the same whenever the same is executed or the conditions thereof are guaranteed by said compnay. Sec. 12. Whenever any such bond, recognizance, obligation, stipulation or undertaking is so required or permitted to be made, given, tendered or filed with one surety or with two or more sureties, the execution of the same, or the guaranteeing the performance of the conditions thereof, shall be sufficient when executed or guaranteed by said company, and any and all heads of departments, courts, judges, boards and municipalities and any and all public officers, state, county, town or municipal, or officers of a private corporation, whose duty it may be, or shall hereafter be, to accept or approve the sufficiency of any such bond, recognizance, obligation, stipulation or undertaking, may accept and approve the same when executed or guaranteed by said company; and said company is hereby vested with full power and authority to execute or guarantee such bonds, recognizances, stipulations, obligations or undertakings, whether given under the laws of this state or of the United States, or of any state. That said company shall have power to guarantee, Empowered to endorse and secure the payment and punctual performance and guarantee and endorse notes, collection of notes, debts, bills of exchange, contracts, bonds, ac- etc. counts, claims, annuities, mortgages, choses in action, evidence of debt, certificates of property values, checks, and the title to property, real and personal indebtedness of companies, partnerships, cities, counties, municipalities, et cetera, in this state, on such terms or commissions as may be agreed upon or established by said company and the parties dealing therewith. etc. Sec. 14. That said company may receive upon storage, deposit May receive upon or otherwise, merchandise, moneys, specie, plate, stocks, promis- storage deposits, sory notes, certificates and evidences of debts, contracts and all other personal properties whatsoever; take charge and custody of real and personal estates and securities and advance money thereupon on such terms as may be established by said company; and in all cases in which public officers, municipal or private corporations are authorized to deposit moneys, stocks, bonds or evidences of debt, such deposits by such officers or corporations may be made with said company, and said company may be appointed and is hereby authorized to act as redemption agent for any bank or banking association created or existing under the laws of this state. Sec. 15. That it shall be lawful for the said company to sell at public auction all property or securities of what kind soever mentioned, or specified in any contract or agreement between the company and the other party or parties after the maturity of an obligation under said contract or agreement upon giving ten days' notice by advertisement of the time and place of sale in some newspaper published in the county where said company is carrying on its business, and to reimburse itself out of the proceeds of such sale for the money due it, with interest, storage, costs and charges and to indemnify itself for any loss it may have sustained by the non-fulfilment of such contract, or by reason of any misrepresentation, fraud or concealment. Sec. 16. That said company is authorized to make, execute Authorized to act as redemption agent for banking institutions. May sell at auction securities held by them. |