if its principal place of business is located elsewhere in the state. The amount thus to be kept on hand shall be called its lawful money reserve. Two-fifths of such lawful money reserve of any bank or individual banker located in any borough in any city in the state which borough according to the last preceding state or United States census had a population of eighteen hundred thousand or over, one-half of such lawful money reserve of any bank or individual banker located in any borough in any city of the state which borough according to the last preceding state or United States census had a population of less than eighteen hundred thousand and which bank or individual banker does not maintain a branch office in any borough having a population according to the last preceding state or United States census of eighteen hundred thousand or over, and three-fifths of the lawful money reserve of any bank or individual banker located elsewhere in the state may consist of moneys on deposit subject to call with any bank or trust company in this state having a capital of at least two hundred thousand dollars, or a capital of at least one hundred and fifty thousand dollars and a surplus of at least one hundred and fifty thousand dollars, and approved by the superintendent of banks as a depositary of lawful money reserve. the lawful money reserve of any bank or individual banker shall be less than the amount required by this section, such bank or banker shall not increase its liabilities by making any new loans or discount otherwise than by discounting bills of exchange payable on sight, or making any dividends from profits until the full amount of its lawful money reserve has been restored. The superintendent of banks may notify any bank or individual banker whose lawful money reserve shall be below the amount herein required to make good such reserve; and if it shall fail for thirty days thereafter to make good such reserve, such bank or individual banker shall be deemed insolvent and may be proceeded against as an insolvent moneyed corporation. (Thus amended by L. 1909, ch. 223, in effect April 22, 1909.)

If

Amendment of 1909 inserted the words "or a capital of at least one hundred and fifty thousand dollars and a surplus of at least one hundred and fifty thousand dollars".

§ 68. Payment of capital stock. All of the capital stock of every bank shall be paid in before it shall commence business.

§ 69. Annual meeting and election of directors. Every bank shall hold an annual meeting for the election of directors on the second Tuesday in January or within ten days thereafter. Notice of such meeting shall be given as required by the stock corporation law. No person shall be eligible to election as director of a bank having a capital of fifty thousand dollars or over unless he is a stockholder of the corporation owning in his

own right an amount equal to at least one thousand dollars in value, nor of a bank having a capital of less than fifty thousand dollars, unless he is a stockholder in his own right in an amount equal to at least five hundred dollars; and every person elected to be a director who, after such election shall hypothecate, pledge or cease to be the owner in his own right of the amount of stock aforesaid, shall cease to be a director of the corporation, and his office shall be vacant. The directors shall hold office for one year and until their successors are elected and have qualified. Each director must be a citizen of the United States, and at least three-fourths of the directors must be residents of this state at the time of their election and during their continuance in office. All vacancies in the office of director shall be filled by election by the stockholders; but vacancies not exceeding one-third of the whole number of the board may be filled by the directors then in office, and the directors so elected may hold their offices until filled by the stockholders at a special or annual meeting. A bank, at any annual meeting for the election of directors, provided notice thereof be given in the notice of the annual meeting, may, by a majority of all of the votes of the stockholders of such bank, fix or change by resolution the number of directors, to not less than five nor more than a certain number to be named in said resolution, which number, when so fixed, shall be the lawful number of directors of such bank until again changed. Certified copies of all resolutions fixing or changing the number of directors under this section shall be immediately filed in the banking department. One of the directors, to be chosen by the board, shall be the president of the board; and if the number of directors necessary to constitute a quorum is not prescribed in the certificate of incorporation or in the by-laws and no provision is made therein for determining the same, the directors may fix such number, which shall not be less than five, with the same effect as if such number was prescribed in the certificate of incorporation. Whenever the articles of association of any bank organized prior to the first day of January, eighteen hundred and ninety-two, or the certificate of incorporation of any bank organized after that date, shall prescribe a different qualification for directors than such as are prescribed in this section, the qualification of such directors may be changed so as to comply with the provisions of this section in the manner prescribed for a change of the number of directors under section twenty-six of the stock corporation law.

§ 70. Oath of directors. Each director, when appointed or elected, shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of such corporation, and will not knowingly violate, or

willingly permit to be violated, any of the provisions of law applicable to such corporation, and that he is the owner in good faith and in his own right, of the number of shares of stock required by this chapter, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated, or in any way pledged as security for any loan or debt and, in case of re-election or reappointment, that such stock was not hypothecated, or in any way pledged as security for any loan or debt during his previous term. Such oath shall be subscribed by the director making it, and certified by the officer before whom it is taken, and shall be immediately transmitted to the superintendent of banks, and filed and preserved in his office.

Ex

§ 71. Individual liability of stockholders. cept as prescribed in the stock corporation law, the stockholders of every such corporation shall be individually responsible, equally and ratably, and not one for another, for all contracts, debts and engagements of such corporation, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares. In case any such corporation shall have been or shall be dissolved by final order or judgment of a court having jurisdiction, and a permanent receiver or receivers of the said corporation shall have been or shall be appointed, all actions or proceedings to enforce the liability of stockholders under this section shall be taken and prosecuted only in the name and in behalf of such receiver or receivers, unless such receiver or receivers shall refuse to take such action or proceeding upon proper request in that behalf made by any creditor, and in that event such action or proceeding may be taken by any creditor of the corporation.

§ 72. Limitation of liability of stockholders. No person who has in good faith, and without any intent to evade his liability as a stockholder, transferred his stock on the books of the corporation when solvent to any resident of this state of full age previous to any default in the payment of any debt or liability of the corporation, shall be subject to any personal liability on account of the nonpayment of such debt or liability of the corporation, but the transferee of any stock so transferred previous to such default shall be liable for any such debt or liability of the corporation to the extent of such stock in the same manner as if he had been the owner at the time the corporation contracted such debt or liability.

73. Powers of president and vice-president. All contracts made by any such corporation, and all notes and bills by it issued and put in circulation as money, shall be signed by the president or vice-president and cashier thereof.

§ 74. Rate of interest. Every bank and private and individual banker doing business in this state may take, receive, reserve and charge on every loan and discount made, or upon any note, bill of exchange or other evidence of debt, interest at the rate of six per centum per annum; and such interest may be taken in advance, reckoning the days for which the note, bill or evidence of debt has to run.

The knowingly taking, receiving, reserving or charging a greater rate of interest shall be held and adjudged a forfeiture of the entire interest which the note, bill of exchange or other evidence of debt carries with it, or which has been agreed to be paid thereon. If a greater rate of interest has been paid, the person paying the same or his legal representatives may recover twice the amount of the interest thus paid from the bank or private or individual banker taking or receiving the same, if such action is brought within two years from the time the excess of interest is taken. The purchase, discount or sale of a bona fide bill of exchange, note or other evidence of debt payable at another place than the place of such purchase, discount or sale at not more than the current rate of exchange for sight draft, or a reasonable charge for the collection of the same, in addition to the interest, shall not be considered as taking or receiving a greater rate of interest than six per centum per annum.

The true intent and meaning of this section is to place and continue banks and private and individual bankers on an equality in the particulars herein referred to with the national banks organized under the act of congress entitled "An act to provide a national currency secured by pledges of United States bonds, and to provide for the circulation and redemption, thereof," approved June third, eighteen hundred and sixty-four.

§ 75. Interest permitted on advances on collateral security. Upon advances of money repayable on demand to an amount not less than five thousand dollars made upon warehouse receipts, bills of lading, certificates of stock, certificates of deposit, bills of exchange, bonds or other negotiable instruments, pledged as collateral security for such repayment, any bank or individual banker may receive or contract to receive and collect as compensation for making such advances any sum to be agreed upon in writing by the parties to such transaction.

§ 76. Deposit of banks and individual bankers with superintendent. Every bank and individual banker heretofore or hereafter authorized to do business, not having given notice of intention to close the business of banking, shall, before commencing or continuing such business, have and keep on de

posit in the banking department in addition to the deposit required to secure circulating notes, stocks of this state or of the United States bearing interest, to the amount of one thousand dollars, which shall be held by the superintendent of banks as a pledge of good faith, and guaranty of compliance with the banking laws of the state on the part of such bank or individual banker. The proceeds of such stock or the interest thereon, or so much thereof as may be necessary, may be applied by the superintendent to the payment of any penalty incurred by, or the assessment imposed upon, the bank or individual banker, for whom such deposit is held. The superintendent may, in his discretion, maintain an action in his name of office against any bank or individual banker for the recovery of any penalty incurred by, or lawful assessment imposed upon, such bank or individual banker.

Whenever any bank or individual banker is required by law to make a deposit of securities with the superintendent of banks in trust for such bank or individual banker, such deposit shall consist of interest-bearing stock of the state of New York or of the United States.

§ 77. Prohibition against sale of business by individual banker. No individual banker having circulating notes obtained under the laws of this state, shall sell or transfer the business of banking, upon the securities deposited by him, to any person or persons; and until such business shall be closed, by the return of the circulating notes issued, and the delivery of the securities deposited, the same shall be conducted only in the name of the individual banker by whom the securities were deposited; and he shall continue individually liable for the payment of all circulating notes delivered to him. But any such individual banker may bequeath his business of banking upon the securities deposited by him to any person or persons, and such business may be continued after his death by his legatee or heir at law.

§ 78. Change from state to national bank. Any bank may become a corporation for the purpose of carrying on the business of banking within this state pursuant to the provisions of the act of congress "to provide a national currency secured by a pledge of United States stocks, and to provide for the circulation and redemption thereof," approved June third, eighteen hundred and sixty-four, and of title fifty-two of the revised statutes of the United States, whenever stockholders owning twothirds of the stock of such bank shall have voted to become such corporation, or have executed a written consent authorizing its directors to make the certificate required therefor by the laws of the United States, or whenever a majority of the directors of