INCORPORATING THE MERCHANTS EXCHANGE BANK AT BRIDGEPORT.

PASSED 1856.

Resolved by this Assembly, Sec. 1. That a bank be established in the city of Bridgeport, in the county of Fairfield, by the name of the Merchants Exchange Bank, and the stockholders thereof, their successors and assigns, shall be and remain a body politic and corporate by said name, and by that name shall be capable in law to purchase and hold all kinds of property, real and 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, and the same to alter at pleasure, to make and carry into effect all such bylaws and regulations as may be deemed expedient for the proper management of the affairs of the corporation, not repugnant to this charter, 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 seem necessary and proper within the limitations aforesaid.

SEC. 2. The capital stock of said bank shall consist of three thousand shares, each share being one hundred dollars, which shall be transferable according to such rules as may be established by the directors of said bank. At the time of subscribing for the stock of said bank, there shall be paid, in gold and silver, or in such current bank notes as shall be at par value in the state of Connecticut, ten dollars on each share of the capital stock of said bank at the time of subscribing, and a like sum of twenty dollars on each of said shares sixty days thereafter, and a like sum of twenty dollars at the expiration of sixty days thereafter, and the residue at such other time or times, and in such installments as the board of directors in said bank shall order, until the whole shall be paid in. And said corporation shall have the privilege of commencing business when one hundred thousand dollars shall have been paid in. The notes, checks, and other obligations of individuals shall not be received in payment of any sum which may be due for subscriptions to the said capital stock; nor shall said corporation loan to any individual, copartnership or corporation, either as drawer, accepter, or endorser, a sum exceeding ten per cent. of the capital stock actually paid in at the time of such loan. SEC. 3. The subscriptions towards constituting the capital stock of said bank shall be opened in the city of Bridgeport, on the second Wednesday of July, 1856, under the superintendence of three commissioners, viz: W. K. Peck, of Norfolk, P. Fagan, of Middletown, and George Keeler, of Bridgeport, or at such other time or times as said commissioners may deem necessary and proper, and of which they shall give at least fifteen days' notice in at least two newspapers published in the city of Bridgeport. If the subscription to the capital stock of said bank shall exceed three thousand shares, the commissioners shall reduce the number of shares subscribed for, to three thousand, for which it shall be their duty to make all necessary inquiries, and to apportion such shares in such manner, and to such persons as to them may appear proper, having regard to the interest of all parties concerned. Provided, that no person, copartnership or corporation shall be allowed to hold at any one time, either directly or indirectly, more than two hundred shares of the capital stock of said bank.

In case of failure to pay the first installment, the subscription shall be void; and in case of failure to pay the second installment, the first so paid in shall be forfeited to said bank; and in case of failure to pay any subsequent installment, the party so failing shall forfeit to said bank any and all dividends which may be made during the time said payments shall be delayed. Said commissioners, whenever the sum of three hundred thousand dollars shall have been subscribed to the capital stock of said bank, shall immediately call the first meeting of the stockholders, for the purpose of choosing directors of said bank, who when chosen shall continue in office until the first annual meeting of the stockholders, which shall be holden in the city of Bridgeport, on the first Tuesday of July in each year. SEC. 4. For the well ordering of the affairs of said bank, there shall be nine directors, all of whom shall be residents of this state, and five of them residents of the city or town of Bridgeport, who shall be elected annually by the stockholders in general meeting; and none but stockholders owning at least ten shares of said stock shall be eligible as directors. At the first meeting after each election, the directors shall choose one of their number for president; and whenever the place of president or director shall become vacant by resignation or otherwise, the same may be supplied by the board of directors for the remainder of the year. All elections for president or directors shall be by ballot.

SEC. 5. A general meeting of the stockholders may be called whenever the board of directors shall judge proper; and ten days' previous notice to any general or special meeting shall be given in some newspaper published in the city of Bridgeport, or in such other manner as the directors may order. All stockholders shall be entitled to vote in any general meeting, by proxy or in person, and each share shall be entitled to one vote; but no share or shares in said bank shall give to any stockholder a right to vote on the same, unless the same shall have stood in his or her name on the books of the corporation at least ten days before the time of voting, after the first election.

SEC. 6. Not less than three directors shall constitute a board for the transaction of business pertaining to the bank, of whom the president shall always be one, except in the case of necessary absence, when the senior director present shall preside: No director shall be entitled to any emolument for attending to the duties of his office, excepting the president, who shall receive such compensation as the board of directors may judge reasonable

SEC. 7. 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 shall be determined by the board of directors, who may also determine the nature and amount of the securities to be given by any of them for the faithful performance of their duties.

SEC. 8. The board of directors shall have the disposal and management of the moneys, credits and property of the bank, with power to regulate the concerns thereof, in all cases not herein otherwise provided; but the corporation shall not trade in anything except promissory notes, bills of exchange, gold and silver bullion, or the sale of goods pledged for money lent and not redeemed in due time, or in houses or lands necessarily taken for the security of debts previously contracted, nor shall the corporation take more than at the rate of six per cent. per annum, for or upon

its loans, and dividends of such part of the profits as the directors may judge proper may be made semi-annually. The debts of the corporation, exclusive of the moneys deposited in the bank for safe keeping, whether by bill, bond or note, shall not at any time exceed twenty-five per cent. above the amount of the capital stock actually paid in.

SEC. 9. The bills or notes of the 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 according to the custom of merchants, and the laws relating to inland bills of exchange; and all negotiable notes, duly executed, may be endorsed to the bank in the same manner and on the same principles as to individuals, and the bank may sue thereon for the recovery of the money. SEC. 10. The corporation shall at all times, in addition to the capital stock herein before authorized, receive subscriptions for stock, at the rate of one hundred dollars for each share, from the funds of the state and the school fund. Provided the shares thus subscribed shall not be transferable, but may at any time be withdrawn, on twelve 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 so to do.

SEC. 11. In case of the failure of said bank, the holders of the bills or notes of said bank or corporation, shall have a lien on all the estate of said bank or corporation, both real and personal, in possession, remainder or reversion, and on all debts due to said bank, and the securities thereon, and on all claims in favor of said bank, of every name and nature, and on all moneys and properties of every description in the custody and possession of said bank, and belonging thereto at the failure thereof; and that every conveyance, assignment or transfer of any of the properties and estate of said bank herein before specified, made in expectation of the insolvency of said bank or corporation, or with a view to the same, shall be void. SEC. 12. If the debts of the corporation, exclusive of the moneys deposited in the bank for safe keeping, shall exceed twenty-five per cent, over and above the total amount of the capital stock of said bank, actually paid in at the time of the failure thereof, then the president, directors and cashier of said bank or corporation shall be liable, as joint and several debtors, to pay the notes and bills of said bank or corporation; and in case of failure by said bank to pay said bills or notes, on demand, the president, directors and cashier of said bank or corporation shall be liable, as joint and several debtors, to pay the same.

SEC. 13. The president, directors, and company of said bank shall, on or before the first Monday in January, in each year, cause to be registered in a book kept for that purpose in the office of the town clerk, in said town of Bridgeport, a certificate, subscribed and sworn to by the cashier of said bank, containing the amount of the capital stock of said bank, actually paid in and belonging to said bank; and shall, at all times thereafter, when any of the installments on said capital stock shall be paid in, deposit with said clerk a like statement of the amount of the same. And said capital stock thus paid in and certified, shall not, at any time, be withdrawn wholly or in part, at any subsequent time, without the

consent of the general assembly. And if the whole, or any part of the capital stock thus paid in and certified, shall be withdrawn without such consent, the president, directors, cashier and stockholders consenting thereto, or causing the same to be done, shall be, and they are made liable, out of their own estate, as for any other debt, jointly and severally, for the full payment of all debts of said bank which cannot be collected out of the goods, chattels, or estate of said bank. And any member or officer of said bank, whether defendant or not, on motion filed and notice given thereof in any proper action for such debt, shall, on oath, make discovery of all the facts within his knowledge, regarding the alleged withdrawal of such capital, in the same manner as would be available in a court of equity.

SEC. 14. The said bank shall pay into the state treasury a bonus of two per cent. upon the amount of the capital stock subscribed, which bonus shall be paid within one year after organization.

SEC. 15. This act, or any part thereof, may be altered, amended or repealed by the general assembly.

APPOINTING AN ADDITIONAL COMMISSIONER TO DISTRIBUTE CAPITAL STOCK OF THE MERCHANTS EXCHANGE BANK.

PASSED 1856.

Resolved, That Green Kendrick be, and he is hereby appointed a commissioner for the distribution of the capital stock of the Merchants Exchange Bank at Bridgeport.

INCORPORATING THE MYSTIC RIVER BANK.

PASSED 1851.

Resolved, SEc. 1. That the stockholders of the Mystic River Bank, their successors and assigns, shall be and remain a body politic and corporate, by the name of the Mystic River Bank, to be located and established in the town of Groton, near Mystic Bridge, and by that name shall be capable in law to purchase and hold all kinds of property, real and personal, and the same at pleasure to sell and convey, to sue and be sued in all courts whatsoever, to have and to use a common seal such as they may devise, 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 the corporation, not repugnant to their charter, the laws of the state or of the United States, and generally to do and cause to be executed all such acts and things as to them may appertain, subject to the provisions herein con

tained. Provided, that within six months after the organization of said bank, there shall be paid into the treasury of the county of New London, the sum of one thousand dollars; which money shall be expended, under the direction of two commissioners to be appointed by the county court of said county, in improving the channel of the Mystic River, below the bridge which connects the villages of Portersville and Mystic Bridge; and shall be paid out, by the treasurer of said county, upon the orders of said commissioners. The service of such commissioners shall be gratuitous.

SEC. 2. The capital stock of said bank shall consist of two thousand shares, of fifty dollars each, which shall be transferable according to such rules as may be established by the directors. That at the time of subscribing the stock to said bank there shall be paid, in gold and silver, or in bank notes of any bank in the state of Connecticut, (provided, they shall be at par value in this state,) twelve dollars and fifty cents on each share, and the like sum of twelve dollars and fifty cents on each share within ninety days thereafter, and the sum of five dollars on each share every successive ninety days thereafter until the whole is paid in; and the said corporation shall not commence the business of banking until one-half of the capital stock so subscribed shall have actually been paid in. And the notes of individuals shall not be received in payment of any sum which may be due for subscriptions to the said capital stock. Nor shall said corporation loan to any individual, copartnership or corporation a sum exceeding ten per cent. of the capital stock actually paid in at the time of such loan.

SEO. 3. The subscription towards constituting the capital stock of said bank shall be opened in the village of Portersville, on the first Tuesday in August, A. D. 1851, under the superintendence of three commissioners, viz: Asa Fish, of Stonington, Thomas Fitch 2d, of New London, and Joseph Warner, of Lyme, or at such other time or times as said commissioners shall deem necessary and proper, and of which they shall give fifteen days' notice in two of the newspapers published in New London. If the subscription to the capital stock of said bank shall exceed two thousand shares, the commissioners shall reduce the number of shares to two thousand shares; for which it shall be their duty to make all necessary inquiries, and to apportion the shares in such manner and to such persons, as to them may appear proper, having regard to the interests of the bank and the accommodation of the public. In case of failure to pay the first installment, the subscription shall be void; and in case of failure to pay the second installment, the first shall be forfeited to the bank; and in case of failure to pay any subsequent installment, the party so failing shall lose the benefit of any dividend which may be made during the time such payment shall have been delayed. Said commissioners, after they shall have apportioned the capital stock of said bank, shall immediately call the first meeting of the stockholders, for the purpose of choosing directors of the bank, who when chosen shall continue in office until the first annual meeting of the stockholders, which shall be held in the said village of Portersville on the first Tuesday of August, 1852, and subsequent annual meetings shall be holden on the first Tuesday of August, in each year thereafter.

SEC. 4. For the well ordering of the affairs of the corporation, there shall be five directors, who shall be residents of this state, and who shall