may engage in business as a banking institution upon adopting a resolution to that effect, adopted by vote of the holders of twothirds of its capital stock, at a general meeting called in the manner prescribed in section forty-one of chapter fifty-three of the code. A copy of such resolution certified to be such by the president of the corporation under its corporate seal, shall be filed with the secretary of state, who shall under his hand, and the great seal of the state, issue to such corporation a certificate reciting the resolution and declaring such company to be a banking institution: which certificate shall be received in all courts and places as evidence of the authority of such corporation to conduct a banking business, as herein before provided. The provisions of sections seventeen, eighteen, nineteen and twenty of chapter fifty-four of the code shall apply to such certificate. When such certificate shall be issued, such corporation and its stockholders shall be subject to all the provisions of chapter fifty-four of the code, relating to banks of issue and circulation, and of discount and deposit, so far as the same are applicable, and not inconsistent with the powers hereby granted to said companies.

Third. To make insurance for the fidelity of persons holding places of responsibility and trust, and to receive upon deposit for safe keeping, jewelry, plate, stocks, bonds and valuable property of every description, upon terms as may be agreed upon.

Fourth. To act as truestee, assignee or receiver, and to execute trusts as trustee, assignee or receiver.

Fifth. To act as agent for the purpose of issuing, registering or countersigning, purchasing or selling the certificates of stock, bonds or other obligations of any corporation or municipality, state or public authority, and to receive and manage any sinking fund thereof on such terms as may be agreed upon.

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Sixth. To become surety in any case where by law one or more sureties may be required for the faithful performance of any trust, office, duty, action or engagement.

Seventh. To take, receive and hold any and all such pieces of real property as may have been, or may hereafter be the subject of any insurance made by such companies under the powers conferred by their certificates, of incorporation, and the same to grant, bargain, sell, convey and dispose of in any such manner as they see

proper.

Eighth. To purchase and sell real estate for others, and take charge of the same for others.

Ninth. To act as security for the faithful performance of any contract entered into with any person, firm, or municipal or other

corporation, or with any state or government or public authority, by any person or persons, corporation or corporations.

Tenth. To become security for the faithful performance of the duties of any officer, clerk or employe of any corporation other than a municipal corporation, firm or person.

Eleventh. To become security upon any writ of error, supersedeas or appeal, or in any proceeding instituted in any court of this state, or of the United States held within this state, in which security may be requirtd, but nothing in this act shall be so construed as to dispense with the approval of such body, corporation, court or officer, as is by law now required to approve such security.

When Court May Investigate Such Company

2. Whenever any court shall appoint any such company trustee or receiver, or to execute any trust authorized by this act, or whenever any such company is offered as surety to any court, or the clerk thereof, the said court, may, in its discretion, on its own motion, or upon the application of any person interested, appoint a suitable person to investigate the affairs and management of the company so appointed or offered, who shall report to such court the manner in which its investments are made, and the security offered to those by or for whom its engagements are held; and the expense of such investigation shall be defrayed by the said company, and the court may, if deemed necessary, examine the officers of said company under oath or affirmation, as to the security aforesaid.

Officers to Take Oath Required of Fiduciary.

3. Whenever any court shall appoint any such company trustee or receiver, or to execute any trust, or whenever any such company is offered as surety to any court or clerk thereof, the president. vice-president, secretary or treasurer of such company shall take the oath or make the affirmation now required by law to be made by such fiduciary or surety.

Trust Funds to be Kept Separate.

4. Every such corporation shall keep all trust funds and investments, separate and apart from its own assets, and all investments made by any such corporation as fiduciary, shall be so designated, as that the trust to which such investment shall belong shall be clearly known.

Not to be Surety for Certain Officers.

5. But nothing in this act shall be so construed as to authorize or empower any such corporation to become security for the faithful

performance of the duties of any national, state, county, district or municipal officer.

Fidelity and Guaranty Companies.

That any fidelity, guaranty, surety, or other company duly incorporated under the laws of any other state, or of the United States and having under its charter the power to become surety, be and the same is hereby authorized and empowered to guarantee the fidelity of persons holding places of trust or responsibility in, to or under this state, or any county, city, corporation, company, government, person or persons, whatsoever; to become security for the faithful performance of any trust, office, duty, contract or agreement; and to supersede any judgment, or to go upon any appeal, attachment, replevin, guardian, trustee, administration or other bond; and it is further authorized to become sole surety in all cases where by law one or more sureties are required for the faithful performance of any trust or office; and it shall and may be lawful for any court, clerk, or other officer, to approve said company as sole surety in all cases, and in all cases the officers and affairs of said companies may be subject to an examination by such court, clerk or other officers; and it shall be lawful for said company to stipulate and provide for indemnity from the parties aforesaid for whom they shall so become responsible, and to enforce any bond, contract, agreement, pledge or other security made or given for that purpose: Provided, That any company mentioned in this section, before acting under the provisions hereof, shall deposit in one or more of the state depositories of this state, the sum of not less than fifty thousand dollars cash, or collateral security equivalent to this amount of money, which sum or collateral security shall be and remain in said depository as a fund to protect all parties who are interested in the provisions of this act; and in case of any recovery against any such company or corporation within this state, upon a certified copy of the judgement, decree or order so rendered aginst such company being presented to the cashier of any bank whenein said sum or securities or part thereof are deposited, under the provisions of this act, then said cashier shall pay the same within sixty days, unless said judgment is stayed by appeal, supersedeas, or in some other legal way.

The said company shall comply with all the provisions of law applicable to fire insurance companies of other states doing business in this state.

Said company shall, by a power of attorney duly acknowledged and authenticated, and filed by it in the office of the auditor, appoint some person residing in this state to accept services of process and notice, in this state, for the said company; and by the same instrument shall declare its consent that service of any process or notice in this state on said attorney, or his acceptance of servic endorsed thereon, shall have the same effect as if served on him in the county where the surety is given or where the suit is instituted, and

shall in all respects, have the same effect as service thereof upon the company. And ther-after such acceptance by the said attorney, or service upon him, anywhere in this state, shall be equivalent to service in the county where the suit was brought, and for all purposes, to service upon its principal. [Acts 1893, ch. 27.]

CORPORATIONS FOR CONSTRUCTING BOOMS.

Counties in Which Incorporation Authorized.

That any number of persons, not less than five, may become an incorporated company for the purpose of constructing any boom or booms with or without piers, dam or dams, in the rivers, creeks or other streams within any of the following counties in this state, to-wit: Gilmer, Greenbrier, Summers, Raleigh, Fayette, Mineral' Pocahontas, Pleasants, Nicholas, Webster, Lewis, Wetzel, Jackson, Wyoming, Tucker, Preston, McDowell, Randolph, Barbour, Mercer, Logan, Calhoun, Braxton, Cabell, Boone, Upshur, Monroe, Wood, Ritchie and Kanawha (except Elk river and its tributaries, within the limits of Kanawha county), which may be necessary for the purpose of stopping and securing boats, rafts, logs, masts, spars, lumber and other timber. No such boom or dam shall be constructed in any of the rivers, creeks or other streams of the state which are navigable by steamboats at an ordinary stage of water above the places where such boom or dam is proposed to be located. [Code 1887, § 1, p. 984, as amended by ch. 8, acts 1889.]

How to Organize.

Such persons shall organize by adopting and signing articles of incorparation, which shall be acknowledged by the several incorporators before some person authorized to take acknowledgements of deeds, and such acknowledgements shall be certified by the officers before whom they are made, and be recorded in the office of the clerk of the county court in the county in which any such boom may be constructed, and in the office of the secretary of state. The organization of such proposed corporation shall take place within six months from the filing of such articles in the last nained office. Such articles shall contain:

First. The name of the proposed corporation.

Second. The place at or near which it is proposed to construct such boom or other structure for the purpose aforesaid.

Third. The place at which shall be established and maintained the principal office of such corporation.

Fourth.-The time of commencement and the period of continuance of such proposed corporation.

Fifth. The amount of capital stock of such proposed corporation, the number and amount of shares at the par value thereof.

Sixth. The names and places of residence of the several persons forming the association for incorporation, and the number of shares subscribed by each, and that at least ten per cent of the par value of each share has been paid. And the affidavits of at least two of the corporators named in the agreement shall be annexed thereto to the effect that the amount stated to be paid on the capital stock has been, in good faith, paid in for the purposes and business of the intended corporation, without any intention or understanding that the same shall be withdrawn therefrom before the expiration or dissolution of the corporation. [Code 1887, p. 984-5, acts 1877, ch. 121, §§ 2 and 3.]

Certificate of Secretary of State.

When the articles shall have been filed and recorded as aforesaid, the secretary of state shall issue his certificate in accordance with section nine of chapter fifty-four of the code of West Virginia, and the persons named as corporators shall thereupon become and be deemed a body corporate, and shall be authorized to proceed to carry into effect the object set forth in such articles, in accordance with the provisions of this act. As such body corporate they shall have succession for the time limited in the articles of incorporation, and, in their corporate name, may sue and be sued, plead and be impleaded. The said corporation shall have a common seal which it may alter at pleasure; may declare the interest of its stockholders transferable; shall establish by-laws, and may make all rules and regulations deemed necessary for the management of its affairs, in accordance with law. A copy of any articles of incorporation filed and recorded in pursuance of this act, or the record thereof, and.certified to be a copy by the secretary of state, shall be presumptive evidence of the incorporation of such company and of the facts therein stated. [Code 1877, p. 985; Acts 1887, ch. 121, § 4.]