CHAP. CXCI. AN ACT to incorporate the Bank of Plattsburgh. Passed April 7, 1817. WHEREAS Reuben H. Walworth, Samuel Moore, Melancton Smith, Levi Platt, Lewis Ransom and others, associated as a com- Preamble pany, under the name and style of "the bank of Plattsburgh," by their petition, presented to the legislature, have prayed for the privilege of being incorporated as a company and body corporate :-Therefore, Declared a rate. 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, body corper 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 Plattsburgh;" and by that name, they and their successors, until that day, shall and may 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 be ing 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 alter and change 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 Provim, 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 immediate 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 be established in the village of Plattsburgh, and that its opererations Operations in of discount and deposit shall be carried on in the said village of Plattsburgh, and not elsewhere: And provided also, that it shall not be lawful for 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 Clinton, stating, that the sum of twelve and a half per cent. upon each share of the capital stock of the said bank, has been actually paid into the said bank by the several stockholders, in specie: And further, that Restricted i the said corporation shall not, directly or indirectly, deal or trade in dealings. business, or in selling any goods, wares, merchandises, or commodities whatsoever, or in buying and 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 the said corporation. Plattsburgh Stock. To be mana and when chosen. II. And be it further enacted, That the capital stock of the said corporation shall be three hundred thousand dollars; and that a share in said stock shall be twenty-five dollars. III. And be it further enacted, That the stock, property affairs ged by 13 di- and concerns of the said corporation, shall be managed and conducted rectors-how by thirteen directors, to be appointed aud chosen in the manner hereafter mentioned, who shall be stockholders, and citizens of this state, and of whom at least seven shall reside in the village of Plattsburgh, 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 Plattsburgh as the majority of the directors shall appoint; and public notice shall be given, not less than thirty days previous to the time of holding the said election, by an advertisement to be inserted in one of the public newspapers printed in the said village of Plattsburgh; the said election shall be made by the stockholders in the said corporation, 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 in proportion to the number of shares which he or she shall 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 elected as aforesaid, shall have an equal number of votes, then the commissioners, hereinafter named, at their first election, and afterwards the directors in office at the time of such election, or a major part of them, shall proceed to ballot, and by a plurality of votes determine which of the said persous, 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 Plattsburgh, shall remove out of the same, his office shall become 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. ers to open Notice. IV. And be it further enacted, That Samuel Moore, Peter SailCommission ly, Ezra C. Gross, Melanchton Smith, William D. Ross and Alexbooks. ander Scott, shall be commissioners, whose duty it shall be, on or before the first Monday of June next, at some proper place in the village of Plattsburgh, to open books to receive subscriptions to the capital stock of said bank; and public notice shall be given by the said commissioners, of the time and place of opening such books, in all the newspapers printed in the county of Clinton, 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, 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 subscribers 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 twelve thousand shares, the said commissioners shall apportion the same among the several sub scribers 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 they, or a majority of them, 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, or a majority of them, and public notice given thereof by them as aforesaid, at least thirty days, in the public newspaper printed in the said village of Plattsburgh; and the said directors so chosen shall hold their offices until the first Monday of November next; and in case the said number of twelve 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 direction 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 it shall and may be lawful on any other day to hold and make an election of directors according to the bylaws 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 By-laws. appear needful, touching the management and disposition 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, 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 the United States. Transfer of 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 un- stook. less 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. 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 ex- able. ceed 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 bappen, shall in their individual and private capacity be liable for Bills obligs tery, &c. meats. euch excess, and the estate of the said corporation shall likewise be liable. 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, bis, 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 the 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 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 issued by such private person or persons. X. And be it further enacted, That if, at any time after the passing of this act, the said president, directors and company should Specie pay 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, notes or other evidences of debt, in specie, or other lawful money of the United States; and the holder or holders of the said notes, bills or other evidences of debt, shall be entitled to recover from the said corporation, damages at and after the rate of ten per cent. per annum, over and above the sum expressed in the said notes, bills or other evidences of debt, until the said president and directors shall pay or discharge the same in specie, or other lawful money of the United States; and in case the said president, directors and company shall at any time hereafter offend against either of the provisions of ney-general this act; it shall be the duty of the attorney-general of this state, by shall prosecute for of information or otherwise, to prosecute said company for such offence, fences. and on conviction thereof their charter shall be deemed void; and in case the said corporation shall be at any time dissolved, the said stockholders shall severally be liable to the creditors of the said corporation, to the amount of the stock held by them respectively, or so much thereof as may be necessary to satisfy the debts due from the said corporation. The Attor Directors calls. 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 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 Plattsburgh. XII. And be it further enacted, That it shall be the duty of the Dividends. -directors to make half-yearly dividends of so much of the surplus profits of the said bauk, 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 excceding 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 day of December, in the year one 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 manDer above prescribed to the contrary notwithstanding. 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 return, under oath, to the comptroller of this state, on the first day funds, &c. of January in each year; 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 prescribed 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 benigoly and favorably construed, for all A public act. the purposes therein expressed and declared, in all courts and places whatsoever. CHAP. CXCII. AN ACT to incorporate the village of Utica. Passed April 7, 1817. 1. Be it enacted by the people of the state of New-York, represented in senate and assembly, That all that district of country, in the county of Oneida, contained within the boundary lines of the village of Utica, as now established by law, to wit: beginning at a point or place on the south side of the Mohawk river, where the division line, between lots number 99 and 100, in Cosby's manor, strikes the said river; thence running southerly in the said division line to a point in the same, fifty chains southerly of the great road leading to fort Stanwix; thence east thirty-seven degrees south, to the easterly line of the county of Oneida; thence northerly in the said county liue to the Mohawk river; thence westerly up the middle of the waters of the said river to the place of beginning; and all the freemen of this state, inhabitants within the limits aforesaid, be Incorporated and hereby are ordained, constituted and declared to be, from time to time, and forever hereafter, a body corporate and politic, in fact and in name, by the name of the trustees of the village of Utica, and |