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giving twenty days' notice of the time and place of receiving such subscriptions, in a newspaper printed in Bridgeport, and also such other notice as they may think proper. A majority of said commissioners assembled for the purpose of discharging the duties herein conferred upon them, shall have full power to proceed in the discharge thereof. If the subscription to said capital stock shall exceed two thousand shares, the commissioners shall reduce the same to that number, and shall apportion the same between the subscribers in such manner as to them may appear proper, having regard to the interest of the bank, and the accommodation of the public.
Sec. 4. If there shall be a failure to pay the first instalment on any subscription to said capital stock, such subscription shall be null and void ; and on failure to pay the second instalment, the first shall be forfeited to the bank, and in case of failure to pay any subsequent instalment, the party thus failing shall lose the benefit of any dividend accruing during the time such payment shall have been delayed. After the commissioners shall have apportioned the capital stock of said bank, they shall immediately call a meeting of the stockholders, for the purpose of choosing the directors of the bank, who, when chosen, shall continue in office until the first annual meeting of the stockholders, which shall be holden in said city of Bridgeport, on the second Wednesday of July, then next thereafter, which shall be the time of the annual meeting of the stockholders, in each year.
Sec. 5. There shall be nine directors of said bank, who shall be elected annually by the stockholders in general meeting, and who shall be residents of this state. None but stockholders shall be chosen directors; and at their first meeting following, they shall choose one of their number for president. And whenever the place of president or director shall for any cause become vacant, such vacancy may be supplied by the board of directors for the remainder of the year; and all elections of president and directors shall be by ballot. · SEC. 6. A general meeting of the stockholders may be called by the board of directors whenever it shall judge proper, giving ten days' notice of the time and place of such meeting, in the way and manner prescribed by the by-laws of such corporation. Each share of stock represented at any meeting shall be entitled to one vote, if after said first election of directors the same have stood on the books of the corporation in the name of the party claiming to vote thereon, two months previous to such meeting. No person shall be entitled to vote by virtue of any proxy, unless the same shall have been executed within sixty days next preceding.
SEC. 7. Not less than three directors shall constitute a board for transacting business of the corporation, of whom the president shall be one, except when necessarily prevented from attending, when the directors present shall choose one of their number as president for the occasion. No director shall be entitled to any compensation for discharging the duties of his appointment, except the president, who shall receive such compensation as the board of directors may judge reasonable and proper.
SEC. 3. A cashier, and such other officers and agents as may be necessary for performing the business of the corporation, shall be appointed, and their compensation regulated by the board of directors, who shall have power to require securities for the faithful discharge of the duties of any officer or agent of said corporation.
Sec. 9. The board of directors shall have the disposal and management of the monies, credits, and other property of the corporation, with power to regulate the concerns thereof in all cases not herein otherwise provided. Said corporation shall not trade in anything except bills of exchange, gold and silver bullion, and the sale and disposition of other estate taken as security for debts or liabilities due to it; nor shall it take more than at the rate of six per cent. per annum for or upon its loans, computed in accordance with the fourth section of an act entitled “ An Act to restrain the taking of Usury.” And dividends of such parts of the profits arising from the business of the corporation as the directors may judge proper may be made semi-annually. Said corporation shall not commence the business of banking until fifty per cent. of the whole amount of the capital stock herein provided for shall have been subscribed for and paid in to said corporation; nor shall they loan to any individual, co-partnership or corporation a sum exceeding ten per cent. of their capital stock actually paid in at the time of said loan.
Sec. 10. The bills or notes of said corporation, signed by the president and countersigned by the cashier or treasurer thereof, promising the payment of money to any person, or order, or bearer, shall be obligatory upon the corporation according to the tenor thereof, and shall be assignable and transferable according to the custom of merchants and laws relating to inland bills of exchange. And in case of failure by said bank to pay said bills or notes on demand, the president, directors and cashier of said corporation, shall be liable as joint and several debtors to pay the notes and bills of said bank or corporation, to the holders thereof: and all negotiable paper duly executed may be indorsed to the bank in the same manner and on the same principles as to individuals, and the corporation may institute any proper suit or suits for the recovery of the money due thereon.
Sec. 11. The said corporation shall on the first Mondays in January and July in each year, in addition to the capital stock hereinbefore authorized, receive subscriptions for stock, at the rate of one hundred dollars for each share, from the school fund of this state ; provided, the shares thus subscribed shall not be transferable, but may at any time be withdrawn on six months' notice to said directors; and the shares so subscribed shall never exceed twenty per cent. of
the capital stock subscribed and paid in by individuals; and provided also, that the corporation shall receive three months' notice of the intention to make such subscription.
SEC. 12. The total amount of the indebtedness of said corporation shall not at any time exceed fifty per cent. over and above the capital stock of said bank actually paid in, and the monies or bullion at any time on deposit in said bank for safe keeping. And on the failure or insolvency of the corporation, the holders of its bills or notes of the denomination of one hundred dollars and less, shall have a lien on all the property of the corporation, and on all claims in its favor, and every assignment, conveyance or transfer of such property, debts, sucurities or claims, made in contemplation of such failure or insolvency, shall be utterly void. No part of said capital stock paid in shall be withdrawn without the consent of the General Assembly; and if it be thus withdrawn, the president, directors, cashier and stockholders consenting thereto, and causing the same to be done, shall be liable, jointly and severally, out of their own estate, for the full payment of all the debts of the corporation which cannot be collected by reason of such withdrawal.
Sec. 13. This act may be altered, amended or repealed, at the pleasure of the General Assembly.
INCORPORATING THE CITIZENS BANK, OF NORWICH.
Sec. 1. Resolved by this Assembly, That a bank be established in the town of Norwich, in New London county, by the name of the “ Citizens Bank, of Norwich," and the stockholders thereof, their successors and assigns, shall be and remain a body politic and corporate' by that name, and shall be capable in law to purchase and hold all kinds of property, real as well as personal, and the same at pleasure to sell and convey, to sue and be sued in all courts, to have and use a common seal such as they may devise, and the same to alter at pleasure, to make and carry into effect all such by-laws and regulations as may be deemed expedient for the proper management of the affairs of said corporation, and promotion of its interests, not repugnant to the laws of this state or of the United States, and generally, to do and cause to be done and executed, all such acts and things as to them may appertain, subject to the provisions herein contained.
SEC. 2. The capital stock of said bank shall consist of four thousand shares, of fifty dollars each, which shall be transferable according to such rules as may be established by the directors of said bank, and at the time of subscribing the stock of said bank, there shall be paid in gold or silver, or in bank notes of New England States, or of the state of New York, provided the same shall be at par in this state, the sum of twelve dollars and fifty cents, on each share thus subscribed, and twelve dollars and fifty cents on each share thus subscribed, in ninety days thereafter, and the sum of five dollars on each share, every successive ninety days until the whole shall be paid.
Sec. 3. The subscription towards constituting the said capital stock shall be opened in the city of Norwich, under the superintendence of Charles Coit, Enoch B. Culver and John W. Stedman, who shall meet for that purpose, at such time or times as they, or a majority of them, shall judge expedient, first giving fifteen days' notice of the time and place of receiving such subscription, in a newspaper printed in said city of Norwich. A majority of said commissioners assembled for the purpose of discharging the duties herein conferred upon them, shall have full power to proceed in the discharge thereof. If the subscription to said capital stock shall exceed four thousand shares, the commissioners shall reduce the same to that number, and shall apportion the same between the subscribers in such manner as to