so much of the remaining undivided profits of the corporation as they may deem expedient. But neither the corporation nor any member thereof, shall, during the time it shall continue its banking operations, withdraw or permit to be withdrawn any portion of its capital, either in the form of dividends or otherwise. And if actual losses shall be sustained at any time by any such corporation which operate to reduce its surplus below the requirement as herein provided no dividend shall be paid until the surplus as thus provided shall first have been restored.

This section amends section 4949 Supplement of 1918, being section 1, Acts 1917, p. 36, which amended section 4949 Revision of 1914.

The powers and duties of a director of a loan and trust company does not necessarily include such control and possession of its money as to impose upon him the kind of a trust relation that is necessarily involved in the offense of embezzlement. Bowen v. State, Ind. 128 N. E. 926.

4951. Officers-Election—Bonds.—8. The board of directors at their annual meeting shall elect from their own number a president and one or more vice-presidents, and they shall also appoint a secretary and such other officers as they may find necessary to the transaction of the business of the company. They shall define the general powers, authority and duties of such officers by by-laws or resolutions. No president, vice-president, treasurer, or secretary, or other active officer of such company shall enter upon the discharge of his duties until he shall have executed a bond to the company conditioned for the honest and faithful discharge of his duties in such sum and with such surety or sureties as may be approved by the board of directors, nor until such bond, so approved, has been filed in the office of and approved by the bank commissioner of the State of Indiana; Provided, however, Such individual bond shall not be required of any such officer if a blanket bond covering all the active officers and employes of such company in an amount and with a surety or sureties approved by the board of directors shall have been filed in the office of and approved by said bank commissioner. A fee of one ($1.00) dollar for each bond filed shall be collected by the bank commissioner for the use and benefit of the State of Indiana.

This section amends section 4951 Revision of 1914.

4953. Powers.-10. Any such corporation so organized and authorized to transact business shall have power and authority:

First. To acquire, purchase, own, hold, use and improve and for that purpose to mortgage, lease, sell and convey such real estate and personal property as may be necessary for the convenient transaction of its business, and for the use and occupation of its officers, agents and employes, and for the safe keeping of its assets, deposits

and property held in trust. Any estate, or interest in real estate, which such corporation shall acquire under or by virtue of the foreclosure of any deed of trust, mortgage or other security, or by the compromise, compounding or settlement of any obligation or security, or otherwise, in the course of its legitimate business, whether as owner or trustee, it may continue to own, hold, use, occupy, lease, bargain, sell and convey the same as the directors may deem best for the interests of such company, or of the particular estate or trust to which the same belongs; and to that end it may become a purchaser at any foreclosure sale, or sale under decree or judgment, to which it is a party as trustee or otherwise, but no part of its capital, accumulations, deposits, trusts, funds, property, or securities, owned or held by such company in trust or otherwise, shall be invested in real estate, except as herein authorized, unless the same is done under and by virtue of a particular contract, agreement, or other instrument which shall confer a special power and authority so to do, and then only with, and to the extent of the money or funds thereby provided and belonging to such particular trust; and for the general transaction of its business to make and deliver, and in like manner to accept and receive, all necessary and proper deeds, conveyances, mortgages, leases and other contracts and writings obligatory and to have and exercise all necessary rights, franchises, muniments, estate powers and privileges necessary to that end, and such corporation is authorized to loan money and funds, and to secure such loan by mortgage; and shall have power to sell and assign such mortgages and other securities of such corporation, and to convert them into cash or other securities.

Second. To take, accept, and hold, by the order, judgment or decree of any court of record of this state, or of any other state, or of the courts of record of the United States, or by gift, grant, assignment, transfer, devise, legacy or bequest, from or with any public or private corporation or persons whomsoever, any real estate or personal property, upon trusts created in accordance with or which shall not conflict with the laws of this state, or of the United States, and to execute and perform any and all such legal and lawful trusts in regard to the same, upon the terms, conditions, limitations and restrictions which may be declared, imposed, established by, or agreed upon, in and by such order, judgment, decree, gift, grant, assignment, transfer, devise, legacy or bequest; to accept from and execute for, or on behalf of, trusts for married women, in respect to their separate property, real or personal, and antenuptial settlement, or otherwise to act as agent for them in the management of such property; to act as agent for the purpose of transferring, issuing, registering or countersigning the certificates of stocks, bonds, coupon or other evidences of debt of

any corporation, association, person, city, county, state or other authority, or to receive and pay out moneys in redemption of the bonds, coupons or other evidences indebtedness of such public or private corporations, or persons, and to guarantee or become surety for the faithful performance of the duties of any guardian, executor, administrator, assignee, receiver, commissioner, or other trustee appointed by court. Third. To take, accept and hold on deposit, or for safe keeping any and all moneys, bonds, stocks or other securities or personal property whatsoever, which any state, county, city or town officer, or any officer in any railroad or other corporation, public or private, or private person, shall be authorized or required by law or otherwise to deposit in a bank or other safe deposit.

Fourth. To act as trustee, assignee, or receiver in all cases where it shall be lawful for any court of record, officer, corporation, person or firm to appoint a trustee, assignee or receiver, and to be appointed, commissioned and act as administrator of any estate, executor of any last will and testament of any deceased person, and as guardian of the person or estate of any minor or minors, or of the estate of any lunatic, imbecile, spendthrift, habitual drunkard or other person disqualified or unable from any cause to manage his estate; and it shall and may be lawful for the circuit or probate court of any county in this state in which any such corporation may be established or other court of record having jurisdiction of the estates and wills of decedents, or of the persons or estates of minors, or of other persons under guardianship, either within or without this state, to appoint and commission any such corporation which holds the proper certificate of qualification from the proper authority provided by law showing that it is entitled to transact business in this state as the executor of any last will and testament, or as trustee of any trust under any will or as the administrator of the estate of any decedent, or as the guardian of the person and estate of any minor, or of the estate of any imbecile, lunatic, spendthrift, habitual drunkard, or other person disqualified or unable from any cause, to manage his or her estate, in all cases where under the laws of this state such court could lawfully appoint and commission any natural person as such executor, administrator, guardian or trustee; and in all cases no bond shall be necessary to enable such corporation to accept such appointment or trust.

Fifth. To act as the agent or attorney in fact for any public or private corporation, person or association of persons in the management and control of real estate or personal property, its sale or conveyance, in the negotiation of and sale of mortgages or other securities, the satisfaction and discharge of record of such mortgages or other securities, the collection of rents, payment of taxes and gen

erally to act for and represent corporations, or persons, under powers and letters of attorney or as agent in all respects as a natural person could do.

Sixth. The directors of any such corporation shall have discretionary power to invest all moneys received by it on deposit or in trust in any such personal securities as are not hereinafter expressly prohibited; and it shall be held responsible to the owners, or cestui que trust, of such moneys for the validity, regularity, quality, value and genuineness of all such investments and securities at the time the said investments are so made, and for the safe keeping of the evidences and securities thereof, but if any special direction, agreement or trust is imposed upon, made or conferred in and by the order, judgment or decree of any court, or by the terms and conditions of any last will and testament, or other document, contract, deed, conveyance or other written instrument, as to the particular manner in which, or the particular class or kind of securities, funds or property, whether real or personal, the same shall be invested in, then the said corporation shall follow and carry out such order, judgment, decree or other appointment, contract, deed, conveyance or other written instrument, and in such case such company shall not be held liable or responsible for any loss, damage or injury which may occur or be incurred by any person or cestui que trust by reason of its performance of such trust as aforesaid.

Seventh. It shall and may be lawful for any trustee of any trust estate now existing, or which may hereafter exist or be credited [created] and whether before or after acceptance thereof, and whether the same has been or shall be created or conferred by any will or testament, or by contract, conveyance, deed of trust, or agreement, whatsoever, to surrender and resign such trust in favor of any such corporation organized and doing business under this act which will accept the same, and to convey and deliver to such corporation all the property and assets of and pertaining to the said trust, and subject to all unexecuted trusts imposed upon or pertaining to the same; upon the condition, however, that the grantor, cestui que trust, and all parties in any manner interested in the execution and performance of such trust, shall join in, sign, seal, acknowledge and deliver an instrument in writing, whereby they shall consent to the said transfer and the release and discharge of such original or acting trustee, and the appointment of such corporation as his successor as such, or if either of the parties to the original trust shall have deceased, or shall not join in the said written consent and transfer for any cause, or if the said original trust was created under a last will and testament, or under an order or decree of any court of record, then such trans

fer of such trust shall not be valid, except upon the judgment or decree of such court of record as would have jurisdiction of an action to remove the acting trustee of such trust and the full compliance with all the terms and conditions of such judgment or decree.

Eighth. For the faithful performance and discharge of any such trust, duty, obligation or service so imposed upon them, conferred and accepted by any such corporation, it shall be entitled to ask, demand and receive such reasonable compensation therefor as the same shall be worth, or such compensation as may have been or may be fixed by the contract or agreement of the parties, as well as any and all advances necessarily paid out and expended in the discharge and performance thereof, and to charge legal interest on such advances unless otherwise agreed upon; and any compensation or commission paid or agreed to be paid for the negotiation or security of any loan or the execution of any trust by any such loan and trust and safe deposit company shall not be deemed interest within the meaning of any law of this state, nor shall any excess thereof over any rate of interest permitted by the laws of this state be decreed or held in any court of law or equity to be usury, and such compensation may embrace the employment of legal services when necessary for the protection of trusts.

Ninth. Such corporation shall exercise the powers and possess the privileges conferred on banks by the laws of this state and all powers properly incidental thereto or which may be necessary or usual in carrying on the general business of banking, subject to the restrictions imposed by the laws of this state relative to a general banking business; and shall have the power and authority to purchase and hold, for the purpose of becoming a member of a federal reserve bank, so much of the capital stock thereof as will qualify it for membership in such reserve bank, pursuant to an act of Congress, approved December twenty-three, nineteen hundred and thirteen, entitled the "Federal Reserve Act"; to become a member of such federal reserve bank, and to have and exercise all powers, not in conflict with the laws of this state, which are conferred upon any such member by the federal reserve act; to discount and negotiate promissory notes, drafts, acceptances, bills of exchange and other evidences of debt; to receive deposits subject to check, time and savings deposits; to accept for payment at a future date drafts drawn upon it; to issue letters of credit authorizing the holders thereof to draw drafts on it or its correspondents at sight, or on time, not exceeding one year; to buy and sell foreign exchange, coin and bullion; to act as agent to buy and sell foreign and domestic transportation; to solicit and write insurance as agent for any insurance company other than life insur