sioners aforesaid, may, in the absence or on the non-concurrence of sioners may the other, exercise all or any of the powers vested in them. act. CHAP. CXXXV, AN ACT to incorporate the Stockholders of the Bank of Geneva. WHEREAS, Septimus Evans, Robert Troup, Jacob Dox, Wilhelmus Mynderse, Herman II. Bogert and others, associated as a company, under the name and style of the bank of Geneva," by their petition, presented to the legislature, have prayed for the privilege of being incorporated as a company and body corporate: Therefore, Incorporated Proviso. I. BE it enacted by the people of the State of New-York, represented in Senate and Assembly, That all such persons as shall be stockholders of the said bank, shall be, and hereby are ordained, constituted and declared to be, from time to time, and until the first day of January, which will be in the year of our Lord one thousand eight hundred and thirty-two, a body corporate and politic, in fact and in name, by the name of " the president, directors and company of the bank of Geneva;" and by that name, they and their successors, until that day, may and shall have succession, and shall be in law persons capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever, and in all mauner of actions, suits, complaints, matters and causes whatsoever; and that they and their successors may have a common seal, and may change and alter the same at their pleasure; and also, that they and their successors, by the aforesaid name of incorporation, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of the said corporation: Provided, that the real estate which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accomodation in relation to the convenient transaction of its business, or such as shall have been bona file mortgaged to it, by way of security, or conveyed to it in satisfaction of debts previously contracted, in the course of dealings, or purchased at sales upon judgments which shall have been obtained for such debts: And provided, that the said bank shall be established in the village of Geneva, and that its opereration of Geneva. discount and deposit shall be carried on in the said village of Geneva, and not elsewhere: And provided also, that it shall not be lawful fo the said bank to issue any notes or bills, until an affidavit by the president and cashier of said bank shall have been made and filed in the clerk's office of the county of Ontario, stating, that the sum of twelve and a half per cent. upon each share of the capital stock of said bank has been actually paid into the said bank by the stockholders, in specie: And further, that the said corporation shall not, directly or indirectly, deal or trade in business, or selling any goods, wares or merchandise, or commodities whatsoever, or in buying or selling any stock created under any act of the United States Operations in Restricted in dealings. Stoek. To be mana. and when shosen. or of any particular state, unless in selling the same when truly III. And be it further enacted, That the stock, property affairs and concerns of the said corporation, shall be managed and conductéd by eleven directors, to be appointed aud chosen in manner hereinged by 11 di- after mentioned, who shall be stockholders, and citizens of this state, rectors-how and shall hold their offices for one year, and until others shall be chosen in their places; the election of directors shall be held on the third Monday in November in each year, at such time of day and such place within the village of Geneva as a majority of the directors shall appoint; and public notice shall be given, not less than thirty days previous to the time of holding such elections, by an advertisement to be inserted in each of the newspapers printed in said village, stating the time and place of holding such election; the said election shall be made by the stockholders in the said corporation, either in person or by proxy; and all elections for directers shall be by ballot; each stockholder shall be entitled to a number of votes according to the number of shares which he or she shall have held in his or her name at least thirty days previous to such election, that is to say, one vote for each and every share; and the eleven persons who shall have the greatest number of votes as aforesaid, shall be directors; and if it should happen at any election, that two or more persons shall have an equal number of votes, then the directors in office, at the time of such election, or a major part of them, shall proceed to ballot, and by plurality of votes determine which of the said persous, so having an equal number of votes, shall be director or directors, so as to complete the whole number so to be elected; and the directors, as soon as may be thereafter, shall proceed, by ballot, to elect one of their number to be their president; and if any director living in the village of Geneva, shall remove out of the same, his office shall be considered as vacant; and all vacancies in the direction shall be filled for the remainder of the year in which they shall happen, by such person or persons as the remainder of the directors, or a majority of them, shall appoint. tors. IV. And be it further enacted, That Robert Troup, Septimus EvFirst diree- ans, Wilhelmus Mynderse, Charles Thompson, George McClure, Herman H. Bogert, Truman Hart, Jacob Dox, Elnathan Noble, Thomas Lee and Leman Hotchkiss, shall be the first directors, and shall hold their offices until the third Monday in November, which will be in the year eighteen hundred and seventeen, and until others shall be appointed; and it shall be the duty of the said directors, as Directors to 5000 as may be, to appoint one of their number, by ballot, to be president; and the president and directors, on the second Monday in May next, at some proper place in said village of Geneva, shall oper books to receive subscriptions to the capital stock of said bank; and public notice shall be given by the said president and directors, of the time and place of opening such books, in each of the newspapers printed in said village of Geneva, and in as many of the newspapers printed in the county of Seneca as the said president and directors shall think necessary, for at least thirty days; and it shall be the open books of subscrip tion & give notice. duty of the said president and directors to keep said books open for the space of one week, and from ten to three o'clock on each day of the week, (except Sunday) and to receive the subscriptions of all persons inclined to subscribe therein, being residents of this state; and the said president and directors shall demand and receive from any subscriber, at the time of the subscription, the sum of one dollar on each share so subscribed; and if the number of shares so subscribed shall exceed twenty thousand shares, the said president and directors shall apportion the same among the several subscribers, in proportion to the amount of their several subscriptions; and in case the said number of twenty thousand shares should not be subscribed for, in the books directed to be opened by this act for subscription, within the time aforesaid, then subscriptions shall be opened, and kept open, under the direction of the said president and directors, at such times and places as they shall think proper, until the whole number of shares shall be subscribed. lection on any other V. And be it further enacted, That in case it should at any time May hold ehappen, that an election of directors should not be made on the day prescribed by this act, the corporation for that cause shall not be day. deemed to be dissolved; but that it shall and may be lawful, on any other day, to hold and make an election of directors according to the by-laws and regulations of the said corporation. VI. And be it further enacted, That the directors for the time being, or a majority of them, shall have full power to make and pre- Powers." scribe such by-laws, orders, rules and regulations, as to them shall appear needful, touching the management and dispositions of the stock, property, estate and effects of the said corporation, and the time and manner of the discounts and deposits made in and by the same; the duties and conduct of the officers, clerks and servants employed therein; the election of directors, and all such matters as appertain to the business of a bank; and shall also have power to appoint so many officers, clerks and servants, for carrying on all and singular the said business, and with such salaries and allowances, as to them shall seem meet: Provided, that such by-laws, orders, rules and regulations be not repugnant to the constitution and laws of this state or of the United States. VII. And be it further enacted, That no transfer of stock shall be valid or effectual until such transfer shall be registered in a book or books to be kept for that purpose by the directors, and unless the person making the same shall previously discharge all debts due by him or her to the said corporation, which exceed in amount the residuary stock of such person. Transfers. VIII. And be it further enacted, That the total amount of debts at any time, and in any manner due by the said corporation, Debts, &e. over and above the specie then actually deposited in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the said bank; and in case of any excess, the directors under whose administration the same may have happened, excepting those who dissented therefrom, or were not present when the same did happen, shall, in their individual and private ca pacities, be liable for such excess, and the estate of the said corpora tion shall likewise be liable therefor R it IX. And be it further enacted, That the bills obligatory and of Bills of cred. Credit, under the seal of the said corporation, which shall be made to any person or persons, shall be assignable by endorsemeut thereon, under the hand or hands of such person or persons, his, her or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees respectively, and to enable such assignee or assignees to bring and maintain an action thereupon, in his, her or their own name or names; and bills or notes which may be issued by order of the said corporation, promising the payment of money to any person or persons, his, her or their order, or to bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the the same, in like manner, and with the like force and effect, as upon any pri→ vate person or persons, if issued by him, her or them, in his, her or their private capacity or capacities, and shall be assignable or negociable in like manner as if they were so issued by such private person or persons. Directors re deem with specie, &c. to close bank. ing opera tions. X. And be it further enacted, That if at any time after the passfusing to re ing of this act, the said president, directors and company should refuse, on demand being made at their banking house, during the regular hours of doing business, to redeem in specie or other lawful money of the United States, their said bills, notes, or other evidences of debt, issued by the said company, the said president, directors and company shall, on pain of forfeiture of their charter, wholly discontinue and close their said banking operations, either by way of discount or otherwise, until such time as the said president, directors and company shall resume the redemption of their bills, notes or other evidences of debt, in specie or other lawful money of the United' States: And the said corporation shall be liable to pay to the holder or holders of all such bills or notes, and other evidences of debt, the payment whereof bas been refused or delayed upon demand as aforesaid, damages for the non-payment thereof, at and after the rate of ten per centum per annum, until the same shall be paid as aforesaid, or otherwise satisfied; and in case the said president, directors and company shall at any time hereafter offend against either of the provisions of this act, it shall be the duty of the attorney general of this state, by information or otherwise, to prosecute the said company for such offence, and ou' conviction thereof, their charter shall be deemed void; and in case the said corporation shall at any time be Stockholders dissolved, the stockholders thereof shall be responsible for the debts of the said corporation, to the amount of the stock held by each at the time of such dissolution. Jiable. To pay subscriptions. Dividends. XI. And be it further enacted, That it shall be lawful for the directors for the time being, to call' and demand' of the stockholders respectively, all such sums of money by them subscribed or to be subscribed, at such time and in such proportions, as they shall see fit, under pain of forfeiture of their shares, and all previous payments made thereon, to the said company, always, however, giving sixty days previous notice of such call and demand, in each of the newspapers printed in said village of Geneva, and in one or more of the newspapers printed in the county of Seneca, if deemed requisite. XII. And be it further enacted, That it shall be the duty of the directors to make half yearly dividends of so much of the surplus profits of the said bank, as they or a majority of them shall deem advisable; and that the said corporation shall not demand any greater interest on a loan or discount for a time not exceeding sixty days, than at the rate of six per centum per annum. Against for XIII. And be it further enacted, That this present act of incorporation shall in no wise be forfeited by any non-user whatsoever, at feitures. any time before the first day of May, in the year one thousand eight hundred and eighteen; and it shall, on that day, be lawful for the stockholders to assemble for the purpose of carrying the same into effect, any want of notice in the manner above prescribed to the contrary notwithstanding. XIV. And be it further enacted, That it shall be the duty of the To report president and cashier of said bank, for the time being, to make a re- annually. turn under oath to the comptroller of this state, annually, on the first day of January, which return shall contain a true and full account of the funds and property of the said bank, the amount of its capital stock subscribed and paid, the amount of debts due to and from the said bank, the amount of the bills and notes emitted by the said bank in circulation, and the amount of specie in the said bank at the time of making such return; and in case the said president and cashier shall refuse or neglect to make such return as aforesaid, within thirty days after the time or times above specified as aforesaid, the legislature may at any time thereafter, in their discretion, dissolve the said corporation. XV. And be it further enacted, That this act shall be deemed A publie act. a public act, and shall be benignly and favorably construed, for all the purposes therein expressed and declared, in all courts and places whatsoever. CHAP. CXXXVI. AN ACT to incorporate the Bank of Auburn. Passed March 31, 1817. WHEREAS, Joseph Colt, Enos T. Throop, Nathaniel Garrow, Glen Cuyler, Roswell Towsley, and others, associated as a company, under the name and style of "the bank of Auburn," by their petition, presented to the legislature, have prayed for the privi lege of being incorporated as a company and body corporate: Therefore, I. BE it enacted by the people of the State of New-York, represented in Senate and Assembly, That all such persons as shall be Incorporated stockholders of the said bank, shall be, and hereby are ordained, constituted and declared to be, from time to time, and until the first day of January, which will be in the year of our Lord one thousand eight hundred and thirty-two, a body corporate and politic, in fact and in name, by the name of " the president, directors and company of the bank of Auburn;" and by that name, they and their succes sors, until that day, may and shall have succession, and shall be in law persons capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being |