AN ACT TO INCORPORATE THE UNION TRUST COMPANY.

Reported from the Committee on Banks, as a substitute bill, entitled S. 92. An Act to incorporate the Union Trust Company.

It is hereby enacted by the General Assembly of the State of Vermont: SEC. 1. The subscribers to the capital stock of the corporation hereby established, and their successors and assigns, are constituted a corporation and body politic, by the name of Union Trust Company; and by that name may sue and be sued, have a common seal, and the same alter at pleasure, and may purchase and hold real and personal estate for their own use, and such real and personal estate as may be received in the collection of debts, and may sell and convey the same, and shall have and enjoy all the privileges incident to corporations; and said trust company shall be established in the town of Burlington, in the county of Chittenden.

SEC. 2. The capital stock of said corporation shall be one hundred thousand dollars, with the power to increase the same to an amount not exceeding three hundred thousand dollars, which shall be divided into shares of one hundred dollars each.

SEC. 3. The books for receiving subscriptions for shares in said corporation shall be opened at Burlington, county of Chittenden, within six months after the passage of this act, notice of which opening shall be published in all the newspapers printed in the county of Chittenden, three weeks in succession, the last of which shall not be more than two weeks previous to the day fixed by the commissioners, and said notice shall be signed by a majority of said commissioners, under the direction of A. L. Catlin, V. P. Noyes, Jo. D. Hatch. Nath'l Parker, and S. Huntington, all of Burlington, or a majority of them, who are hereby appointed commissioners for that purpose, and who shall be sworn to a faithful discharge of their duty; and such books shall continue open from ten o'clock A. M. till four o'clock P. M., each day, Sundays excepted, for the space of ten days and thereafter, until one thousand shares shall be subscribed; and the subscribers shall at the time of subscribing deposit with the commissioners ten dollars on each share by them subscribed. The said commissioners, in case more than the whole amount of capital stock is subscribed, shall allot and distribute the same among the subscribers by deducting the excess from those subscribing the greatest number of shares, thus making subscriptions equal, as far as may be without dividing shares, in such manner as they may deem most for the interest of all concerned; and if there shall be any increase of the capital stock of the said corporation, as herein provided, the said increase shall be divided among the then stockholders, pro rata, if they will accept the same, and in case the whole of such increase is not thus distributed, the surplus may be divided among the then stockholders of said corporation, who will receive and pay the same in proportion to the amount of stock held by them, or in such other manner as the board of directors shall determine.

SEC. 4. Said commissioners shall, upon the whole amount of stock

being subscribed for, or as soon after as they shall think proper, not exceeding sixty days, call a meeting of the stockholders of said corporation, at such place in Burlington as they shall think proper, by publishing a notice thereof, signed by a majority of them, in one or more newspapers printed in the county of Chittenden, three weeks successively, previous to such meeting, for the purpose of electing seven directors of said corporation; and said commissioners shall deliver to said directors of said corporation, when elected and within ten days after they shall enter upon the duties of their office, a list of all the names of persons entitled to shares in said corporation, and the number of shares to which each is entitled, and the sum by each deposited with them; also the moneys received by them on deposit on said shares, which list said directors shall cause to be recorded in the books of said corporation, and thereupon issue certificates to such subscribers for their stock.

SEC. 5. Every stockholder shall be entitled to one vote for directors for every share of capital stock standing in his or her name on the books of the corporation.

SEC. 6. The corporation shall not commence business until at least twenty-five per cent. of the whole capital stock shall have been paid into said corporation. After the shares shall have been distributed and allotted, each stockholder shall pay the whole amount remaining due on the shares so held by him at such time or times, as the board of directors shall appoint, of which at least ten days notice shall be given to each subscriber, by mail, and publishing the same in some newspaper printed in Burlington; and the shares of each stockholder omitting to make such payment, shall be forfeited, together with all previous payments made thereon; provided, that there shall be at least twenty-five thousand dollars of the capital stock paid in yearly, until the whole one hundred thousand shall have been paid in.

SEC. 7. All the business of said corporation shall be managed by said seven directors, a majority of whom shall constitute a quorum for the transaction of business, who shall be stockholders in said corporation, each to the amount of one thousand dollars, and inhabitants of this State, and shall hold their office until the second Tuesday of January after their appointment, and until their successors are appointed and qualified; and shall be elected annually, after their first election, at such time and place as a majority of the directors for the time being shall direct, public notice whereof shall be given by publication of the same in a newspaper printed in said county of Chittenden, for the space of four weeks next previous to such election; and all such elections shall be made by ballot, by the stockholders of said corporation, who shall be present in person or by proxy, and the several persons who shall receive the greatest number of votes at each election shall be directors; and if any two or more persons shall receive an equal number of votes, so that more than seven persons shall, by a plurality of votes, appear to be elected, the stockholders shall proceed to ballot a second time, and by a plurality of votes determine which of said persons, so having an equal number of votes, shall be directors; and in case any vacancy shall happen by death, resignation, or otherwise, the vacancy shall be filled from among the stockholders, by a majority of the remaining directors. After their election, the directors shall elect from their number a president and vice president, and such other officers as they may deem necessary. The said directors shall be liable to the creditors and stockholders of said corporation for any loss which may be sustained in consequenceof any incompetency, unfaithfulness, or remissness in the dis

charge of their official duties hereinbefore or hereinafter prescribed, and any number of such directors may be sued in the same action by any claimant under these provisions.

SEC. 8. If the election of directors shall not be made on the day herein prescribed, said corporation shall not be thereby dissolved, but a meeting for the election of directors may be held on any other day, under such regulations as shall be prescribed by the by-laws of the corporation.

SEC. 9. The shares in said corporation shall be transferred only in such manner and under such regulations, as shall be prescribed by the by-laws of the corporation; provided, no transfer shall be valid until recorded by the cashier, and in his absence by one of the directors, in a book for that purpose, nor until the person making the same shall have previously discharged all debts and liabilities due from him to said corporation.

SEC. 10. The corporation hereby created shall have power:

First, To receive moneys on deposit or in trust, at such rate of interest or on such terms as may be agreed upon, the rate of interest to be allowed for deposits not exceeding the legal rates.

Second, To accept and execute all such trusts, of every description, not inconsistent with the laws of this State, as may be committed to them by any person or persons whomsoever, or by any corporation, or by order of the Supreme Court, probate court, or other court of record of this State.

Third, To take and accept, by grant, assignment, transfer, devise or bequest, and hold any real or personal estate on trusts created in accordance with the laws of this State, and execute such legal trusts on such terms as may be declared, established or agreed upon in regard thereto, and in case no terms are declared, established or agreed upon, then the trust property is only to be invested as provided by the terms of this act.

Fourth, To accept from and execute trusts for married women, in respect to their separate property, whether real or personal, and act as agents for them in the management of such property.

Fifth, To accept deposits where public officers or municipal or private corporations are authorized or required by law to deposit money in bank, and such deposits may be made by such officers or corporations with the said Union Trust Company.

SEC. 11. The directors of said corporation may make such by-laws and regulations as they may deem necessary and proper, not inconsistent with this act, or the laws of this State.

SEC. 12. Any trust property confided to said corporation shall be invested only according to the terms of the trust.

SEC. 13. The corporation shall be allowed as compensation for the care of trust property, the investment and collection of the same, and for other services rendered in the execution of each trust, such sum as shall be agreed upon, and in the absence of any agreement, such compensation as is fixed by the by-laws or regulations of said company, in force at the time such request is created.

SEC. 14. The directors and other officers of said corporation may at their discretion pay to any minor or married woman, such sum as may have been deposited by him or her, and may be due to him or her, the same as if such minor was of age, and such married woman unmarried; and the check-receipt or acquittance of such minor or married woman shall be a full discharge for the amount for which it is given.

SEC. 15. Where no special direction or agreement is made by those making deposits, or leaving trust property with said corporation, as to the character of the investments thereof to be made, such investments shall be made by said corporation only as follows:

In the purchase of stocks or bonds of the United States, bonds of any of the states of Maine, New Hampshire, Vermont, Massachusetts, Connecticut, Rhode Island, or New York-or bonds of any of the towns or cities in the states of Maine, New Hampshire, Vermont, Massachusetts, Connecticut or Rhode Island-or in loans secured by any of the said bonds named in this section, or by a first mortgage on unencumbered real estate in this State, at one-half its value, or secured by bank stock, at two-thirds its value; provided that no bank stock shall be taken as collateral security for any loan, unless accompanied by a certificate from the cashier or president of such bank, that such stock is free from any lien in favor of such bank or any person.

SEC. 16. No loan shall be made directly or indirectly to any director or officer or employee of said corporation, and for any violation of this section, the director or officer making the same, shall be liable to the corporation for the amount so loaned.

SEC. 17. Said corporation shall be liable at all events, the act of God and the public enemies only excepted, for all deposits, and for the safe keeping of all bonds and other securities received by said corporation in trust; provided, that in case of the dissolution of said company, by act of law or otherwise, the debts due from said company, incurred by deposits in favor of minors, insane persons, or married women, such deposit having been made for married women in their own right, shall have a preference and be satisfied before any other debts due from said corporation are paid.

SEC. 18. This act shall not be construed to confer on said corporation any right or power to make any contract, or to accept or execute any trust whatever, which it would not be lawful for any individual, under the general rules of law, which are or shall be in force, to make, accept, or execute.

SEC. 19. This corporation shall be subject to all the provisions of sections twenty-five, twenty-six, twenty-seven, twenty-eight, twentynine, thirty, thirty-one, thirty-two, thirty-three, thirty-four, thirty-five, of chapter eighty-six of the General Statutes, relating to private corporations, savings banks, or other moneyed corporations.

SEC. 20. If at any time the capital stock paid into said corporation shall be impaired by losses or otherwise, the directors shall forthwith repair the same by assessment; and no dividends shall be made or declared upon the capital stock of said corporation until the same are actually earned and realized over and above all losses and expenses.

SEC. 21. Any president, director, or other officer of said corporation, who shall misapply or divert the moneys, funds, or other trust property, confided to and accepted by said corporation, from the purposes and objects prescribed by this act, or who shall participate in such misapplication or diversion, shall, on conviction thereof, be punished by imprisonment in the State Prison, not to exceed five years, and be fined not to exceed one thousand dollars, or either of said punishments, in the discretion of the court.

SEC. 22. The Legislature shall have power, at any time hereafter, to repeal, alter or modify this act, or any of its provisions.

SEC. 23. This act shall take effect from its passage.

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MEMORIAL OF THE CLERGY AND LAITY OF THE PROTESTANT EPISCOPAL CHURCH IN VERMONT, PRAYING FOR A MODIFICATION OF THE LAWS RELATING TO DIVORCE.

To the Honorable the Legislature of the State of Vermont :

The undesigned, Clergymen and Laymen of the Protestant Episcopal Church and members of the Convention of the Diocese of Vermont, held at Rutland, on the 2d and 3d days of June, A.D. 1869, do herewith respectfully memoralize and petition the honorable Legislature of the State of Vermont, as follows:

In view (1st) of the alarming frequency and increase of libels of Divorce, sought for and granted in the State of Vermont during the past five years, as shown by the recent reports of the Registrar of the State; by which the number of Divorces is to the number of marriages as one to nineteen; and by which it appears that to every thirty-eight persons married during the last five years, two persons are concerned in a divorce; and by which it appears that there has been granted at the rate of one divorce to every two hundred and sixty-six marriageable per

sons:

In view (2d) of the fact that the statute law lays down, on the one hand, before marriage, only a list of the forbidden degrees, the age which the parties must have reached, and the titles of those qualified to solemnize the marriage; and on the other hand, after marriage provides full facilities for dissolving the tie upon various pleas allowing re-marriage in every case:

In view (3d) of the opportunity afforded by the Law of Divorce, and the practice under it, to successive polygamy; by which a man may have a succession of wives, and a woman a succession of husbands, without limit of number, and all at the same time living in the community : In view (4th) of the Christian Law laid down in the Holy Gospels,* by which the tie of marriage is pronounced to be indissoluble except for one cause only; and by which except for this cause, to put away a wife and marry another, or to put away a husband and marry another, or for a third party to marry the one put away, is distinctly condemned as a breach of the seventh commandment:

In view (5th) of the imminent danger which threatens the domestic morals of the community, whenever the sanctity of the family is invaded, and the durability of the marriage bond impaired; danger that marriage be held in low esteem as an affair of convenience, no longer binding them; the capricious will of either party may direct; danger of moral evil, scandal, domestic strife, immodesty and debauchery; danger that the springs of virtue in the people be poisoned, and that premature decay and corruption sap the foundations of the State:

In view, finally, of all these considerations, we respectfully pray your honorable body to take such measures as in your wisdom seemeth best : 1st, to reiterate the Law of Divorce upon such a basis as to distinguish

*St. Mark x. 3-12; St. Luke xvi. 18; St. Matt. xix. 3-9; St. Matt. v. 31,

32.