Nothing in this chapter contained shall be construed as pre- proviso. SEC. 2. In any case mentioned in the foregoing section When propwhere property, whether real, personal, or mixed, amounting etc, to erty devised, in value to one thousand dollars or more, has been or here- trustees. after 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 "Trust inused in this act shall be construed to mean and refer to any fined. 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, declaration 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. strument" de SEC. 3. The articles shall, in addition to other require Articles, what ments 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 per to state. Officers. May hold, manent 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. SEC. 4. Every trustee corporation shall have officers 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. SEC. 5. Unless otherwise prohibited or not contemplated etc., property in the trust instrument, such trustee corporation 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. Funds, etc., how used. SEC. 6. The property and funds of every such corporation shall be faithfully and exclusively used for the purposes 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 inconsist ent 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 Investment. 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 Proviso. finds shall be made to any trustee, officer or servant of such corporation. filled. SEC. 7. In any case where the trust instrument fails to Vacancy, how 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 circuit. 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 ap propriate 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. circuit court SEC. 8. In any case where the trustees of any such trustee When trustees corporation are in honest doubt and unable to agree as to the to petition construction of any of the terms or conditions of any such in chancery. 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 public 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 Jurisdiction have jurisdiction to determine every doubtful, or disputed of court. question raised by such petition, and the opinion and directions of such court, when filed, shall be binding upon such corporation and the trustees thereof. ment of. SEC. 9. If the donor, or grantor in any such trust instru- Trust instrument, shall desire to alter, amend, enlarge or restrict the ment, amendgift or grant or any of the terms or conditions thereof, and does so, it shall be the duty of such trustees to forthwith file Trustee corporation. Proviso. May indenture, etc., destitute, etc., children. Proviso. Board of con trol of hospital, etc., may become trustee corporation. 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. SEC. 10. In all cases where lands, or any other 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 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. SEC. 11. The trustees of such corporation, or a majority of them, are hereby authorized and empowered to indenture or apprentice to responsible persons, any destitute or foundling children now, or which may be hereafter, in charge or care of said corporation, until such children shall respectively become of lawful age, and to make such indenture in each case as binding and effective in all respects as if said trustees were the lawful parents or guardians of said children: Provided, Said trustees shall have power to withdraw such child from any person to whom he or she may be indentured, when in their opinion the interests of the child may require it. Subdivision 3.-Fraternal, etc., Hospitals, etc. SEC. 12. Whenever there shall exist any hospital, asylum, home for the care of indigent, aged or infirm persons, or any other charitable institution in this state, the legal title to which and the land used in connection therewith has been conveyed to one or more persons in trust, for charitable purposes, and the care and management of which institution is entrusted to a board of control consisting of five or more persons, appointed from one or more charitable, religious or fraternal bodies, in pursuance of the provisions contained in the deed conveying the legal title of such institution and land to such trustees, such board of control may become incorporated as a trustee corporation and become subject to the provisions of this chapter. SEC. 13. Such corporation may receive gifts, bequests and May receive devises of money and other personal property and real estate gifts, etc. for the benefit of the hospital, asylum or home for the care of indigent, aged or infirm persons, or other charitable institution which it has in its charge, and shall have power to sell such real estate and personal property as shall be given to it, and invest the proceeds thereof in the same manner as is provided in this chapter for the investment of gifts and bequests of money to trustee corporations whenever, in the judgment of the proper officers or committee or committees of such corporation, it may be deemed beneficial to such institution. Subdivision 4.-Trustee Corporations for Certain Religious Societies. societies, trustees. SEC. 14. When there is organized within this state any Religious presbytery, diocesan convention, diocese, synod, conference, trustee cordistrict or other organization, being an association of con- porations for. gregations or societies, or a quarterly conference of a station, mission, class, congregation, circuit or other organization of a religious denomination, which shall desire to possess corporate powers in order to effectuate the purposes of such organization or to create a corporate board of trustees for any endowment or other property of the denomination represented by such body, such diocese, presbytery, diocesan convention, synod, conference, board of district stewards, or a quarterly conference thereof, may, at a meeting thereof May elect held and conducted according to the rules and regulations. of such organization, association or quarterly conference, elect trustees in number not more than nine nor less than three, and also designate the corporate name by which such trustees and their successors in office shall be known. shall be the duty of the officer presiding over such election to give to such trustees a certificate of their election under his hand and seal, specifying the name by which such trustees and their successors shall thereafter be known. They and Term of their successors shall hold their offices for the term specified in such certificate of election, or until the organization or association first making such election elects others to succeed them. Such trustees, upon receiving certificates of their election, shall file articles with the Secretary of State and the county clerk of a county within whose bounds such elect It Certificate of election. office. |