P. L. 133. 11 June 1879 § 3. tion shall be conducted by three judges, stockholders of said banking corporation, appointed by the board of directors to hold said election, and who shall respectively take and subscribe an oath or affirmation before any officer authorized by law to conduct such election to the best of their ability. Election to be held. Ibid. § 4. Ballots. Transferred shares and proxies. Statement to be furnished. Ibid. § 5. Return to be filed with secretary of commonwealth. And certificate of reduction. Penalty for neglect. Certificate to be recorded, and certified to auditor general. Issue of new certificates. 24 June 1883 § 1. P. L. 155. How capital may be reduced. 35. Each ballot shall have indorsed thereon the number of shares thereby represented; but no share or shares transferred within sixty days, shall entitle the holder or holders thereof to vote at such election or meeting, nor shall any proxy be received or entitle the holder to vote, unless the same shall bear date and have been executed within three months next preceding such election or meeting; and it shall be the duty of such banking corporation to furnish the judges at said meeting with a statement of the amount of its capital stock, with the names of persons or bodies corporate holding the same, and the number of shares by each respectively held; which statement shall be signed by one of the chief officers of such banking corporation, with an affidavit thereto annexed, that the same is true and correct to the best of his knowledge and belief. 36. It shall be the duty of such banking corporation, if consent is given to such decrease, to file in the office of the secretary of the commonwealth, within thirty days after such election or meeting, one of the copies of the return of such election provided for by the third section of this act, with a copy of the resolution and notice calling the same thereto annexed; and upon the decrease of the capital stock of such banking corporation made pursuant thereto, it shall be the duty of the president or treasurer of such corporation, within thirty days thereafter, to make a return to the secretary of the commonwealth, under oath, of the amount of such decrease; and in case of neglect or omission so to do, such corporation shall be subject to a penalty of five thousand dollars, which penalty shall be collected on an account settled by the auditor-general and state treasurer, as accounts for taxes due the commonwealth are settled and collected; and the secretary of the commonwealth shall cause said return to be recorded in a book kept for that purpose, and furnish a certified copy of the same to the auditor-general; and thereupon, the directors of such corporation shall alter and change the par value of the shares thereof, to conform to the decrease for which the largest number of votes shall have been cast at such election, and issue new certificates of stock representing the par value fixed by such election, signed by the proper officers of said corporation, and deliver the same to the shareholders entitled thereto, on the surrender of their former certificates, which shall be cancelled by said officers, before paying any dividend declared after such reduction. 37. The capital stock of any banking corporation, created by the laws of this commonwealth, may be decreased, from time to time, subject to the provisions of the act of 11th of June 1879, (g) entitled "An act to provide for the manner of decreasing the capital stock of banking corporations: Provided, That such decrease of the capital stock of any such banking company shall not affect or destroy the Liability of stock- liabilities of the stockholders for the indebtedness of such corporations, at the time of such decrease, where they are now liable, under their charters, but that for all deposits received by banking corporations after such decrease, the stockholders shall only be liable for the indebtedness of such banking company as the charter provides. holders. Ibid. § 2. Companies having a fixed capital, partly paid, may decrease. certificates. 38. Whenever any banking company shall have fixed and subscribed a certain capital, but have paid in only a portion of such capital, and have issued capital stock certificates for the amount thus fixed, to each stockholder, subject to assessment for the unpaid portion, such banking company may decrease the capital of such banking company to the amount paid in, and thereupon call in all outstandAnd issue full paid ing capital stock certificates, and issue in place thereof new certificates, fully paid and non-assessable for any purpose, except only taxation: Provided, That no banking company doing a general banking business in this commonwealth, shall decrease the capital stock of any bank having stock so issued to less than two hundred thousand dollars, nor shall any savings bank, trust company or other savings institution decrease the capital of any institution having stock so issued, Notice to be pub to less than fifty thousand dollars: And provided further, That notice of said decrease shall be published, in two or more newspapers in the county in which said bank is located, for four weeks prior to said decrease. Limitation. lished. 16 April 1850 § 6. P. L. 478. When letters patent to issue. IV. Of the organization. 39. When not less than one-half of the shares into which the capital stock of such corporation may be divided shall have been subscribed for, and the sum of fifty per cent has been actually paid on the amount so subscribed, which the commissioners are hereby authorized to receive, the commissioners, or a majority of them, shall certify to the governor of this commonwealth, under their hands and seals, and under their oaths or affirmations respectively, the names of the subscribers and the number of shares subscribed by each, together with the amount so actually paid: and thereupon the governor shall, by letters-patent under his (g) Supra 32-36. P. L. 478. hand, and the seal of the state, create and erect the said subscribers, their suc- 16 April 1850 § 6. cessors and assigns, and if the whole number of shares be not then subscribed, then also all those who shall afterwards subscribe, their successors and assigns, into one body politic and corporate, in deed and in law, by the name, style and title designated in the special act authorizing such bank, and shall so continue a body politic and corporate for the term of fifteen years from and after the date of such letters-patent; (h) and by the name and style aforesaid they shall be able to Corporate powers. sue and be sued, implead and be impleaded, answer and be answered, in all courts of record and elsewhere; and to purchase, have, hold, receive, possess, enjoy and retain to them and their successors, lands, tenements, hereditaments, rents, goods and chattels of what kind, nature and quality soever, to an amount not exceeding in the whole the capital stock of such bank, except such as may be purchased in satisfaction of any judgment or decree in favor of the bank, or lands purchased upon which the bank may have a lien, or assigned to it as security for the payment of any debt, or received in discharge of any debt, and the same from time (to time) to sell, grant, demise, alien and dispose of; and also to make and to have a common seal, and the same to break, alter and renew at pleasure; and also to ordain and put in execution such by-laws, rules and regulations as shall be convenient and necessary for the good government of such bank; Provided, That they be not contrary to the constitution and laws of this state or of the United States; and generally to do and execute all such acts, matters and things which a corporation may lawfully do, subject to the rules, regulations, restrictions and provisions in this act. 40. The commissioners aforesaid shall, within thirty days after the said letterspatent are obtained, give notice in one or more newspapers published in the city or county in which the bank is located, of the time and place by them appointed for the subscribers to meet and organize; at which time and place the subscribers shall, by a majority of their votes, choose by ballot thirteen directors to manage the business of such corporation until the next annual election, as hereinafter provided. Ibid. § 7. Organization of Ibid. § 8. 41. The directors shall deliver to the stockholders, as soon as they shall have fully paid their subscription, certificates of the share or shares held by each, Certificates of signed by the president chosen as hereinafter directed, and countersigned by the stock to be decashier, and sealed with the common seal of the corporation. 42. All banks and saving institutions of the commonwealth of Pennsylvania, whose capital stock, under acts of incorporation, is now divided into shares of a greater par value than fifty dollars, may, by vote of the majority of the stockholders or corporators, increase the number of shares of the capital stock so as to represent par values of any desired amount: Provided, That the capital stock shall not be increased, and no share made of less par value than fifty dollars. V. Renewal of charters. livered. 4 June 1879 § 1. P. L. 94. Stock may be divided into shares of the par value of $50. 16 April 1850 § 9. P. L. 479. 43. Upon the rechartering, or extending or renewing of the charter of any incorporated bank, by any special act of assembly, the directors of such bank shall, within six months thereafter, file in the office of the secretary of the common- Acceptance of rewealth the written acceptance of the stockholders of such charter, if they shall charter to be filed. accept the same at a general meeting to be called for that purpose; and thereupon the subscribers and stockholders, and their successors and assigns, shall, from and after the expiration of the then existing charter of such bank, be a body corporate and politic, by the same name, style and title as such bank had under its previous charter, and shall be invested with all the powers and privileges, and be subject to the restrictions enumerated in the sixth section of this act; and also to have, hold, receive, possess, enjoy and return, to the subscribers and their successors, all the Effect of recharter. estate, property and effects of every kind which such bank shall be possessed of or entitled to at the time of the expiration of its former charter; and all rights respecting the same shall be vested in such bank so rechartered, as if the act incorporating the same had been continued in full force; and such banks may sue and be sued on all debts, claims or demands due or owing to and from such banks, and shall have the benefit and advantages, and be liable to all contracts and engagements entered into previous to the expiration of the former charter, as if the charter had not expired; and suits pending, either for or against the bank, shall be proceeded in and adjudged in like manner as if the former acts incorporating the same were in full force, without the necessity of alleging the same in pleading. P. L. 61. 44. The charters of state banks, created or renewed and extended under any 26 April 1889 § 1. special or general law of this commonwealth, shall hereafter be renewed and extended for a term not exceeding twenty years, in the manner following, namely: Renewal and exWhen the stockholders of any such state bank shall desire to apply for a renewal tension of charter and extension of their charter, the board of directors of such bank, or any twenty of state banks. stockholders thereof, being together proprietors of one-twentieth part of the number of all the shares of the said bank, may call a general meeting of the stockholders (h) See Commonwealth v. McKean County Bank, 32 P. S. 185. Ibid. § 4. patent. of the said bank to be held at the banking house, at a time to be fixed for the purpose of considering and deciding the question of renewing and extending the charter of the said bank, giving at least thirty days' notice thereof in one or more newspapers published in the city or county in which the bank is located, specifying the object or objects of such meeting. At such meeting, the stockholders shall consider and vote for or against the proposition to renew and extend the charter, corporate rights and franchises of the said bank, for any period of years, not exceeding twenty, each stockholder having the number of votes fixed by law. If such stockholders or a number holding a majority of the shares of stock of the said bank voting in person or by proxy, shall decide in favor of renewing and extending their charter, the result shall be certified by the board of directors to the secretary of the commonwealth, together with a statement of the condition of the said bank, according to a form to be furnished by the auditor-general of the commonwealth on application to him, which statement shall be made by the president and cashier of the said bank under oath or affirmation. 45. Upon the filing of such certificate with the secretary of the commonwealth, the board of directors shall present and file therewith a petition to the governor, setting forth the corporate name of the said bank, the amount of its capital stock, the par value of its shares, the names of the directors and of the president and cashier, the date of the special or general act creating, and of the last act (if any), renewing and extending its charter, or the date of the patent of the governor, when renewed and extended by patent, the time when the charter will expire, the proceedings of the stockholders to renew and extend, and the term or time of the renewal and extension prayed for, and that due notice of the intended application has been given according to law. 46. The said notice shall be by publication for at least three months, in two newspapers published daily (or weekly if there be no daily), in the city or town in which said bank is located, or if there be but one such paper published therein, then in the same, or if none such be published therein, then in two such newspapers published nearest thereto, proof of which publication shall be by the affidavit of the publisher before competent authority. 47. On the filing of the said petition together with the proof of the notice given in the office of the secretary of the commonwealth, the same shall be immediately submitted to the attorney-general of the commonwealth for examination, who shall forthwith examine the same and, without delay, certify to the governor by certifi cate indorsed upon or annexed to the same, his opinion whether the said petition is in proper form and conforms to the requisitions of the law, and if not, in what respect its non-conformity consists. If the said attorney-general shall certify that the petition is in proper form, and conforms to the laws of the state, the governor shall at once submit the same to the auditor-general, who shall forthwith examine the same and, without delay, certify upon the same or annexed to the said petition, whether the said bank is in good financial standing and repute so far as he knows and believes, whether in the conduct of its affairs, so far as he officially knows, the said bank has conformed to the laws of the state, and if not, in what respect its non-conformity consists, and his opinion, whether the renewal and extension of its charter is, or is not, consistent with the interests of the public. 48. If either the attorney-general or the auditor-general shall find objections to the petition of the said bank for a renewal and extension of its charter privileges and franchises, he shall state distinctly and clearly in his certificate to the governor, the objections he finds thereto, and the said bank may by its attorney, except to the said objections, and thereupon may proceed by application for a writ of mandamus, in the proper court having jurisdiction, against said attorneygeneral or auditor-general, or each if necessary, to have the validity of the said objections determined by the said court according to law, and if determined in favor of the said bank, the said court shall issue its writ of mandamus to the said attorney-general, or auditor-general, as the case may be, or against each if necessary, requiring him, or each of them, as the case may be, to issue his certificate in proper form in favor of the said bank, whereupon the governor shall proceed to issue his patent of renewal and extension, in manner hereinafter pro vided. 49. If the attorney-general and auditor-general shall certify as aforesaid affirmaGovernor to issue tively in favor of the said bank, the governor shall forthwith issue his patent under the great seal of the commonwealth, setting forth briefly the premises, and declaring that the charter of the said bank is renewed and extended for the term of years prayed for in said petition, and then and thenceforth the said charter and the corporate rights and franchises of the said bank shall be in law renewed and extended accordingly: Provided, And it is hereby declared and enacted, that no such bank whose charter is so renewed and extended hereafter shall be authorized to issue its own notes or bills for circulation, without first having them registered and countersigned by the proper officer of the state, according to law, nor shall such notes or bills for circulation be issued by the said bank, until ample security for the full amount thereof shall be deposited with the auditor-general of the commonwealth for their redemption, according to law. Issue of notes or bills. 10 May 1889. P. L. 185. for 20 years. 50. Provident institutions, savings institutions and savings banks, banks of discount and savings banks and trust companies, not being banks of issue, chartered under the laws of the commonwealth of Pennsylvania, may renew and extend Certain charters their charters, corporate rights and franchises for the period of twenty years, in may be extended manner following, namely: When the board of trustees or board of directors of any such institutions or savings banks, or banks, or banks of discount, or savings banks and trust companies, not being banks of issue, shall deem it expedient to have such charter, corporate rights and franchises renewed and extended, and shall so decide, at a meeting called to consider the subject, they shall give notice, by Notice. publication for three months in two newspapers published in the city or town where said institution or savings bank, or bank, or bank of discount, or savings bank and trust company, not being banks of issue, is located, that at a specified time, the stockholders, where there are stockholders, and the directors, managers or trustees, where there are no stockholders, of such institutions or savings bank, or banks, or banks of discount, or savings banks and trust companies, not being banks of issue, will meet at the office or place of business of such institution or Meeting. savings bank, or bank, or bank of discount, or savings bank or trust company, not being banks of issue, and vote for or against the proposition to renew and extend said charter, corporate rights and franchises. to issue. Ibid. 51. If a majority in interest of said stockholders, or directors, managers or trustees, where there are no stockholders, shall decide in favor of such renewal and extension, said action shall be certified to the secretary of the commonwealth, together with a statement of the condition of such institution upon a blank to be furnished by the auditor-general upon application made, said statement to be made by the cashier, secretary or president, under oath, attested by at least three of the When certificate board of directors, trustees or financial board of said institution, and a copy of its charter and all special acts of assembly relating to said institution or bank, or bank of discount, savings bank and trust company, not being banks of issue, who shall refer the same to the governor, attorney-general and auditor-general; upon a certificate being given by them or a majority of them that such renewal is not inconsistent with the public interests, and thereupon the said secretary of the commonwealth shall issue a certificate, under the seal of said commonwealth, that the charter, corporate rights and franchises of said provident institution, savings institutions, or savings banks, or banks, or banks of discount, or savings banks and trust companies, not being banks of issue, are duly renewed and extended for a period of twenty years: Provided, That said provident institution, savings institutions or savings banks, or banks, or banks of discount, or savings banks and trust companies, not being banks of issue, shall thereafter hold its charter subject to the Subject to the provisions of the constitution of the state. constitution. 52. No provident institution, savings institution or savings bank, having no Ibid. capital stock, renewing or extending its charter, corporate rights and franchises Banks without under the provisions of this act, shall thereafter be allowed the privileges of a capital stock not bank of discount, nor be allowed to loan any money received on deposit, except to discount. upon first mortgage or lien upon real estate within this commonwealth, upon the bonds or securities of the United States, or of this state, or upon county, city, borough, township or school bonds of any county, city, borough, township or school district, or any other good and valid securities. 53. No bank rechartered under the provisions of this act shall charge a greater rate of discount than six per centum per annum. (i) VI. Election of directors. Loans. Ibid. Discount limited to six per cent. 54. The following rules, restrictions, limitations and provisions shall form and 16 April 1850 § 10. be the fundamental articles of the constitution of every bank which shall be here- P. L. 480. after incorporated, and of every incorporated bank hereafter rechartered, or of Fundamental which the charter shall be hereafter extended or renewed. articles. Ibid. art. 1. 55. The affairs of every such bank shall be conducted by [thirteen] directors, (k) to be chosen annually by the stockholders; no person, not a citizen of the United Affairs to be conStates, and a stockholder in his own right, shall be a director; no person shall, at ducted by directors the same time, be a director of any two banks; nor shall the governor, or any chosen by stockexecutive or judicial officer of this commonwealth, city or county treasurer, or a member of the state legislature, be a director. holders. P. L. 342. 56. The stockholders of said banks, at their annual meeting, as required by 17 April 1861 § 1. law, may fix the number of directors to be elected, to conduct the affairs of said bank, at such number as they may then determine; said number shall not be less Number of directhan five, nor more than thirteen; and when the number of said directors shall tors. be seven, or any less number, a majority then shall be necessary to constitute a Quorum. quorum for business. (i) This is an amendment of the act 30 June 1885, § 1, P. L. 201. (k) Knowledge of a material fact, imparted by a director to the board, at a regular meeting, is notice to the board. Bank of Pittsburgh v. Whitehead, 10 27 Jan. 1819 § 3. 7 Sm. 148. 57. No judge of any court, nor any person holding any office under this commonwealth, in the accounting or treasury department, or in the land offices, or any person authorized to receive and account for the public moneys of this comnot to be directors monwealth, shall be capable, at the same time, of being a director or cashier of any bank. Certain persons or cashiers. 18 April 1855 § 2. P. L. 258. 16 April 1850 § 10, art. 2. P. L. 480. tors. 58. So much of any law as prohibits judicial officers from being bank directors, shall not be held to apply to justices of the peace. 59. The election of the directors shall be by ballot, and after the first election, as provided in the seventh section of this act, shall be held annually, on the third Election of direc- Monday of November, at such place within the city or county where the bank is located, as the directors for the time being shall appoint, notice of which shall be given thirty days previous thereto, in one or more newspapers published in the city or county in which the bank is located; and a fair and correct list of the stockholders shall always be kept up in the common hall of the bank, which shall be corrected quarterly, so as to exhibit, at those times, a true list of the actual stockholders; the directors shall assemble on the first Monday succeeding such election, and choose one of their number to be president of the bank; the directors shall continue in office one year, and until others be chosen; if it shall happen that the election of directors be not made on the day above prescribed, the corporation shall not for that reason be dissolved, but it may be lawful, on any other day, within thirty days thereafter, three weeks' notice being given in the manner aforesaid, to hold an election in such manner as by the by-laws and ordinances shall be prescribed; and the directors shall, at their first meeting after such election, elect one of their number to be president; in case of the death, resignation or absence from the United States, or inability of the president or any director to act, the board of directors shall choose another to supply his place: Provided, Certain persons to That no person shall be eligible as a director for more than three years in any be ineligible. four, except the president, who shall always be eligible; partners in business of directors, shall be comprised in this restriction; and no two partners in business shall be directors at the same time: And provided, That the persons who may be directors of any bank hereafter rechartered, shall, at the expiration of the former charter, continue directors of such bank until others are chosen according to the provisions of this act, and shall be subject to the duties imposed by this act, and to its provisions. 18 April 1843 § 8. P. L. 311. be issued against directors. 60. Bank directors of this commonwealth shall be eligible for three years out of any four years; but no person shall be a director at the same time of more than Quo warranto may one bank; and every person who has been, or shall hereafter be a director in one or more banks of this commonwealth, for three years out of any four years, shall be ineligible (except the president, who shall always be eligible), as a director in any bank whatever, until the expiration of one year thereafter; and it shall be lawful for any stockholder to make application to the court of common pleas of the proper county for a writ of quo warranto, against every person violating the provisions of this section, the said writ to be heard and determined according to the provisions of "an act relating to writs of quo warranto and mandamus, passed 14th June 1836;" and every person so convicted shall be removed from the office of director by a decree of the said court, and shall thereafter be ineligible as a director in any bank in this commonwealth, and shall be fined in a sum not less than five hundred dollars, nor more than two thousand dollars, at the discretion of the court, and the vacancy or vacancies shall be filled as in the case of death. 16 April 1850 § 10, 61. For the well ordering and conducting of the elections, the directors shall, art. 3. P. L. 481. previously thereto, appoint three shareholders, not being directors, to be judges of Judges of elections the election, who shall severally take and subscribe an oath or affirmation, before to be qualified. some officer authorized by law to administer oaths, well and truly, and according to law, to conduct such election; they shall determine whether the persons who shall have the greatest number of votes are qualified to be elected directors, and do come truly and plainly within the provisions of this act; and after the conclusion of the ballot, shall decide and declare who are elected directors for the ensuing year. 17 April 1861 § 2. P. L. 342. 62. At all meetings of stockholders of said banks of this commonwealth, and in conducting the elections for directors thereof, the stockholders shall be entitled to Number of votes to vote in proportion to the number of shares held by them respectively, as follows, which stockholders that is to say: For every share of stock, not exceeding ten shares, the holder shall be entitled to one vote; for every two shares of stock, above ten, and not exceeding twenty additional shares, the holder shall be entitled to one vote; and for every five shares of stock above thirty, and not exceeding one hundred, the holder shall be entitled to one vote; and for every ten shares above one hundred, to be entitled. 16 April 1850 § 10, art. 4. P. L. 451. Who to be entitled to vote. one vote. 63. No share shall confer the right to vote, which shall not have been holden three calendar months previous to the day of the election, nor unless it be holden by the person in whose name it appears, absolutely and bonâ fide, in his own right or that of his wife, or as executor or administrator, trustee or guardian, or in the right of some corporation, copartnership or society of which he or she |