Las Vegas optic., 1914-01-12


should be paid in before commenc-
ing business. The opinion is as fol-
lows:
Santa Fe, N. NJ, Jan 8.
State Corporation Commission,
Santa Fe, N. M
Gentlemen Answering your re-
quest for an opinion as to the right
OF the Peoples Savings bank of Sill
yer City to amend it's charter so as
to include the endowment of powers
of a trust company, beg to advise
that after a limited, but careful, study
of the proposition I am OF the opin-
ion that the laws of New Mexico do
not permit any such amendment.
This bank was created under Sec
tions 260, ct seq, of the Compiled
Laws Of 1897, as amended by Chapter
54 Of the Laws OF 1901. The powers
thereby conferred are the powers or
dinarlly exercised by savings banks
incorporated trust companies are
created under Chapter So Of the Laws
of 1903, as amended by Chapter 1873
of the Laws of 1909. The powers of
the two organizations are quite sep
arate and distinct. The distinguishing
features of the two are that in saw
ings banks articles there must be
named at least three ,incorporators,
whereas in a trust company's articles
there must be named at least seven
incorporators; that trust company
i'm city of less than 1000 persons
must have a subscribed capital Of not
less than 100000, $4,000 Of which
must be paid in cash, to the direc-
tors of the company, whereas the 6a:.
tire capital stock of savings bank
must be paid in, in full; that a savS
ings bank receives deposits which are
subject to withdrawal by check,
whereas the money held by a trust
company is not subject to check.
Under sections 80 and 81 Of chap
ter 70 of the laws Of 1905 savings
banks are permitted to amend their
articles. They may change the ma
ture of the company's business, etc,
but it is provided, however, that such
change and alteration shall contain
only such provisions as it would be
lawful and proper to insert in an or
iginal certificate of Incorporation
made at the time of making such
Now the act permitting
the incorporation of savings banks
is separate from the act permitting
the incorporation of trust companies.
We hold that the Peoples Savings
bank can amend its charter only by
adding to, or taking away, some or
any of the powers now authorized by
law to be exercised by savings banks;
that the amendment cannot include
the dnvesture Of powers granted unto
a different class Of corporations and |
that, therefore, the amendment
should not be permitted.
The logic Of this holding is appar-
ent. ANY other reasoning would be
contrary to the basTc principles of
corporation law. Also an anomalous
condition would result. The banks
capital stock is now 100000. Under
the savings bank act the entire $780,
600 would have to be paid in cash
unto the treasurer of the concern
under the trust company act |
only $4,000 would have to be paid in
to the directors of the company. The
two mandates are irreconciliable and |
Of accomplishment al
though the bank could not legally |
transact business unrrl the entire cap
ital Of 100000 had been paid in.
A contrary holding would permit |
three persons to be named as incor
Of trust company, whereas
the law provides that not less than
seven shall constitute the number of |
necessary incorporators.
The amendment, if permitted, would |