Proviso.

defended, in all courts and places whatsoever, and in all manner 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 came 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 fide mortgaged to it, by way of security, or conveyed to it in satisfaction of debts previously contracted, in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts: And provided, that the said bank shall Operations in be established in the village of Auburn, and that its opereration of discount and deposit shall be carried on in the said village of Auburn, 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 be made and filed in the clerk's office of the county of Cayuga, 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 several stockholders, in specie: And further, that the said corporaRestricted in tion shall not, directly or indirectly, deal or trade in business, or selling any goods, wares, merchandise, or commodities whatsoever, or in buying or selling any stock created under the United States, or of any particular state, unless in selling the same when truly pledged by way of security for debts due to the said corporation.

Auburn.

dealings.

Stock.

ged by 13 di

rectors-how and when

ohosen.

II. And be it further enacted, That the capital stock of said corporation shall be four hundred thousand dollars; and that a share in said stock shall be fifty dollars.

III. And be it further enacted, That the stock, property affairs To be mana- and concerns of the said corporation, shall be managed and conducted by thirteen directors, to be appointed and cliosen in manner hereinafter mentioned, who shall be stockholders, and citizens of this state, and shall hold their offices for one year, and until others shall be chosen in their places; the election for directors shall be held on the first Monday of November in each year, at such time of day and at such place within the village of Auburn 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 said election, by an advertisement to be inserted in one of the public newspapers printed in said village of Auburn; the said election shall be made by the stockholders in the said incorporation, either in person or by proxy; and all elections for directors shall be by ballot; each stockholder shall be entitled to a number of votes equal to the whole number of shares which he or she shall have or hold in his or her name at least thirty days previous to the time of voting, that is to say, one vote for each and every share; and the thirteen 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 lected as aforesaid, shall have an equal number of votes, then the Commissioners hereinafter mentioned at the first election, and after

wards the directors in office at the time of such election, or major part of them, shall proceed to ballot, and by plurality of votes determine which of the said persons, so having an equal number of votes, shall be director or drectors, 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 Auburu, shall remove out of the same, his office shall be considered as vacant; and all vacancies in the directors 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.

IV. And be it further enacted, That Squire Mauro, Samuel D. Commission. Lockwood, Nathaniel Garrow, Glen Cuyler and James Porter, shall ers to open be commissioners, whose duty it shall be on or before the first Mon- books. day of June next, at some proper place in the village of Auburn, to open books to receive subscriptions to the capital stock of the said Notice. bank; and public notice shall be given by the said commissiouers, of the time and place of opening such books, in all the newspapers printed in the county of Cayuga, for at least four weeks; and it shall be the duty of the said commissioners to keep said books open for the space of one week, and to receive the subscriptions of all persons inclined to subscribe therein, being residents of this state; and the said commissioners shall demand and receive from any subscriber at the time of subscription, the sum of one dollar in specie on each share so subscribed; and if the number of shares so subscribed, shall exceed eight thousand shares, the said commissioners shall apportion the same among the several subscribers in proportion to the amount of their several subscriptions; and the said commissioners shall be inspectors of the first election of directors of said bank, and shall certify under their hands the names of those duly elected, and deliver over to them the subscription books, together with the deposit in money on the stock so subscribed; and the time and place of holding such first election shall be fixed by said commissioners, and public notice for at least thirty days of the time and place of such election shall be given by the said commissioners as aforesaid; and the directors so chosen shall hold their office until the first Monday of November next; and in case the said number of eight thousand shares should not be subscribed for in the books directed by this act to be opened by the commissioners as aforesaid, within the time aforesaid, then subscriptions shall be opened and kept open, under the directions of the said commisioners, at such times and places as they shall think proper, until the whole number of shares shall be subscribed.

V. And be it further enacted, That in case it should at any time happen, that an election of directors should not be made on the day prescribed by this act, the corporation for that cause shall not be 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 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 prescribe such by laws, orders, rules and regulations as to them shall appear needful, touching the management and disposition of the

By-laws.

stook.

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, 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 Transfer of be valid or effectural, 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.

able.

VIII. And be it further enacted, That the total amount of debts at any time and in any manner due by the said corporation, over and Directors li- above the specie then actually deposited in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid in the 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 capacity be liable for such excess, and the estate of the said corporation shall likewise be liable.

Bills obligatory, &c.

ments.

IX. And be it further enacted, That the bills obligatory and of credit under the seal of the said corporation, which shall be made to any person or persons, shall be assigned by endorsement thereon, under the hand or hands of such 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 name; and bills or notes which may be issued by order of the said corporation, promising the payment of money to any person or persons, by his, her or their order, or to bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same, in like manner, and with the like force and effect, as upon any private person or persons, if sued 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 issued by such private person or persons.

X. And be it further enacted, That if, at any time after the Specie pay passing 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 times as they the said president, directors and company shall resume the redemption of their bills, motes or other evidences of debts, in specie, or other lawful money of

the United States: And the said bank shall be liable to pay for all notes or bills or evidences of debt, due from them, which shall have been so demanded, and which shall not have been paid in specie as aforesaid, damages at and after the rate of ten per centum per annum, until the same shall be so paid or otherwise satisfied: Aud ia 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 other- The Attor wise, to prosecute said company for such offence, and on conviction ney-general shall prose thereof their charter shall be deemed void; and in case the said cor- cute for of poration shall at any time be 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.

fences.

Directors

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 may make calls. 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 one or more of the newspapers published in the village of Auburn.

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.

XIII. And be it further enacted, That the present act of incorporation shall in no wise be forfeited by any non-user whatsoever, at any time before the first Tuesday of December, in the year oue thousand eight hundred and eighteen; and it shall be lawful on that day for the stockholders above mentioned, to assemble for the purpose of carrying the same into effect, any want of notice in the manner above prescribed to the contrary in any wise notwithstanding.

Dividends,

Duration

funds, &c.

XIV. And be it further enacted, That it shall be the duty of the president and cashier of said bank, for the time being, to make Account of a returu, under oath, to the comptroller of this state, annually, on the first Tuesday of January; which return shall contain a full and true 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 above specified as aforesaid, the legislature may at any time thereafter in their discretion dissolve the said incorporation.

XV. And be it further enacted, That this act shall be deemed a public act, and shall be benignly and favorably construed, for all A public ass, the purposes therein expressed and declared, in all courts and pla ees whatsoever.

Slaves to such unless

CHAP. CXXXVII.

AN ACT relative to slaves and servants.

Passed March 31, 1817.

I. BE it enacted by the people of the state of New-York, represented in senate and assembly, That every negro, mulatto or mustee, within this this state, who is now a slave, shall continue such, unless such slave shall be manumitted according to law; and that the bapcontinue tizing of any such slave, shall not be deemed a manumission of such manumitted. slave: Provided always, that every person born a slave within the United States, and who hath heretofore been, or shall hereafter be manumitted, shall be deemed, taken and adjudged to have been capable of taking by devise, descent or otherwise, all estates, real or personal, in the same manner as if he or she had been born free, and shall and may at all times hereafter, and in all courts, have the like remedy for the recovery of such estates, or for injuries done to the same, as if such person had been born free; but this act shall not be construed to create a cause of action against the former owner of such slave or his representatives.

Marriages valid.

Witnesses.

Free, in what

case.

to read.

11. And be it further enacted, That all marriages contracted, or which may hereafter be contracted, wherein one or both of the parties was, were or may be slaves, shall be considered equally valid as though the parties thereto were free, and the child or children of any such marriage shall be deemed legitimate: Provided, that nothing in this section contained, shall be deemed or construed to manumit any such slave or slaves.

III. And be it further enacted, That no slave shall be a witness in any case, except for or against another slave, in criminal cases.

IV. And be it further enacted, That every child born of a slave within this state, after the fourth day of July, in the year of our Lord one thousand seven hundred and ninety-nine, shall be free, but shall remain the servant of the owner of his or her mother, and the executors, administrators or assigns of such owner, in the same manner as if such child had been bound to service by the overseers of the poor, and shall continue in such service, if a male, until the age of twenty-eight years, and if a female, until the age of twenty-five years; and that every child born of a slave within this state after the passing of this act, shall remain a servant as aforesaid until the age of twenty-one years and no longer.

V. And be it further enacted, That every person entitled to the To be taught services of any child, under and by virtue of this act, shall, before such child shall arrive at the age of eighteen years, teach such child, ar cause to be taught, to read, so that it may be able to read the holy scriptures, or shall give such child, between the ages of ten and eighteen, four quarters schooling; and if the person so entitled to such service, shall neglect to cause such child so to be taught, or to have such schooling, then such child shall be released from its servitude when it shall arrive at the age of eighteen years, any thing herein contained to the contrary notwithstanding: And further, that in every such case, the overseers of the poor of the city or town in which such child shall or may be or reside, may, and it shall be

Provise.