stockholders owning at least ten shares of said capital stock, shall be eligible as directors. At their first meeting after each election, the directors shall choose one of their number to be president; and whenever the place of president or director shall become vacant by resignation, or otherwise, the same may be supplied by the choice 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' notice previous to any general meeting, whether stated or special, shall be given in a newspaper published in said city of New Haven, or in such other manner as the directors may order. All stockholders shall be entitled to vote in a 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, unless the same shall have stood in his or her name on the books of the company at least sixty days previous to 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 for his extra services beyond the directors.

SEO. 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 regulated by the board of directors, who may determine the securities to be given by any of them, for the faithful performance of their trusts.

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 any thing except bills of exchange, gold or 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 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, whether by bill, bond or note, shall not at any time exceed fifty per cent. over and above the amount of the capital stock actually paid in, and the moneys deposited in the bank for safe keeping.

SEC. 9. The bills and 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 on 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 indorsed 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 fifty dollars for each share, from the funds of the state and 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 to make such subscription

SEC. 11. In case of the failure of said bank, the holders of the bills or notes of said bank or corporation, of the denomination of one hundred dollars and under, 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 for the same, and on all claims in favor of said bank, of every nature whatever, 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 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 said corporation shall exceed fifty per cent. over and beyond the total amount of the capital stock of said bank actually paid in, and of the moneys deposited in the bank for safe keeping, 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, of the denomination of one hundred dollars and under. And in case of failure by said bank to pay said bills or notes on demand, the president, directors and cashier of said corporation shall be liable as joint and several debtors to pay the

same.

SEO. 13. The president, directors and company of said bank shall, on or before the first of January, in each year, cause to be registered in a book kept for that purpose in the office of the town clerk of said town of Seymour, a certificate subscribed and sworn to by the cashier of said bank, containing the amount of the capital stock actually paid in, and belonging to said bank; and shall, at all times thereafter, whenever 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 period, 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, cashier, directors and stockholders consenting thereunto, 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, or chattels, or estate of said bank. And any member or officer of said bank, whether defendant or not, on motion filed, and notice thereof given, in any proper action for such debt, shall, on oath, make discovery of all the facts within his knowledge, regarding the alledged withdrawal of such capital, in the same manner as would be available in a court of equity.

SEC. 14. This act or any part thereof, may be altered, amended or revoked by the general assembly.

INCREASING CAPITAL STOCK OF THE BANK OF NORTH AMERICA.

PASSED 1854.

SEC. 1. Resolved by this Assembly, That power and authority be, and are hereby given to the Bank of North America, in Seymour, to increase their capital stock by subscriptions, as is herein after provided, the sum of one hundred thousand dollars, which additional capital stock shall be divided into shares of fifty dollars each.

A subscription for the same shall be opened at the banking house of said bank, in the town of Seymour, on the last Tuesday of August next, under the direction of

who are hereby appointed commissioners, with full power and authority to receive subscriptions for such additional capital stock, and who, or a majority of whom, shall have full power and authority to open and receive said subscriptions, and to adjourn from time to time, as may be necessary; having first given public notice of the time and place of their meeting, by advertising the same in two or more newspapers published in the city of New Haven, at least three weeks before said last Tuesday of August next. Provided also, that said bank shall not, directly or indirectly, loan to individuals or corporations out of this state, at any one time, more than twenty-five per cent. of the amount of the capital stock; and further provided, that no stockholder residing out of the state shall vote in any directors' meeting of said bank, or for any officer thereof, and no stockholder shall so vote on more than one hundred shares of said bank stock.

SEC. 2. The said commissioners shall, before opening said subscription as aforesaid, after hearing such proper evidence as may be submitted to them, equalize and determine the value of the whole capital stock of said bank, and of each share thereof; and if they shall find that such shares are worth more than their par value, the subscribers to said additional stock shall, at the time of subscription, pay to said commissioners, on each share by them respectively subscribed, such sum as each of said original shares exceeds its par value, which sum shall by said commissioners, upon the final distribution of said stock, be paid over to said bank, and added to its surplus funds, for the benefit of all the stockholders, both new and old, for the equalization of the whole capital stock of said bank; and which said sum so to be paid and added to said surplus funds, shall be over and above all installments to be paid by the subscribers to make the sum of fifty dollars on each share.

SEC. 3. The said additional stock shall be paid into the bank, either in full at the time of subscription, or by installments, as follows, (to wit:) ten per cent. on each share at the time of subscription; ten per cent. on each share at the end of sixty days thereafter, and the residue at such time and in such installments, as the directors shall order, with interest from the time of subscription to the time of payment, at the rate of six per cent. per annum, until the whole shall be paid in. In case of failure to pay the first installment, such subscription shall be null and void, as to the subscriber failing to pay as aforesaid; and on 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 failing shall forfeit to the bank any dividend accruing on the stock allotted to him, during the time payment shall be delayed.

SEC. 4. The payment of such additional stock shall be made in gold or silver coin, or in such current bank notes as shall be at par value in this state; and no share of said additional stock shall entitle the holder to vote in the meetings of the stockholders of said bank, until the whole amount of such share shall have been paid in.

SEC. 5. If the subscriptions to said additional stock shall exceed two thousand shares, the commissioners aforesaid shall reduce the number of shares to two thousand; for which purpose they shall make all necessary inquiry, and apportion the shares in such manner, and to such persons, as to them shall seem proper, having regard to the interests of said bank and the accommodation of the public; and this act shall be in force as soon as the stockholders of said bank shall by their vote accept the same. Provided, they shall on or before the first day of August, 1854, signify by their vote their acceptance as aforesaid, and lodge a copy of such vote with the secretary of this state, to be by him recorded.

SEC. 6. This act or any part thereof may be altered, amended or repealed by the general assembly.

APPOINTING COMMISSIONERS TO DISTRIBUTE THE INCREASED CAPITAL STOCK OF THE BANK OF NORTH AMERICA.

PASSED 1854.

Resolved by this Assembly, That John K. Bristol, Harris B. Munson and Orville É. Platt, be and they are hereby appointed commissioners, with full power and authority to receive subscriptions for such additional capital stock as is authorized to be made to the present capital stock of the Bank of North America in Seymour, by the resolution increasing the capital stock of said bank, passed at the present session of this general assembly with all the powers and duties as provided in said resolution to be performed by the commissioners to receive such subscriptions for said additional stock.

AN ACT IN ADDITION TO AN ACT ENTITLED "AN ACT TO INCORPORATE THE BRIDGEPORT BANK.”

PASSED 1838.

Be it enacted by the Senate and House of Representatives, in General Assembly convened, SEC. 1. That the present shares of the stock of said bank shall be reduced from one hundred dollars each to fifty dollars each, and the surplus assets of said bank remaining after the reduction aforesaid,

shall be distributed among the present stockholders of said bank, in proportion to their shares of stock.

SEC. 2. That two thousand shares of new stock, of fifty dollars each, to be subscribed, proceeded with, and apportioned in the manner hereinafter described, shall be added to the present capital stock of said bank, after being reduced as aforesaid to be subject to all the regulations, and invested with all the privileges belonging to the other stock of said bank. SEC. 3. Subscriptions towards constituting said new capital stock of said bank, shall be opened in Bridgeport, for two thousand shares, under the superintendence of three commissioners, viz: Henry Dutton, Joshua B. Ferris, and Henry Beers, at such time or times between the passage of this act and the first of August next, as they shall deem proper, and of which they shall give at least fifteen days' notice, in both of the newspapers printed in Bridgeport, and one of the newspapers printed in Norwalk. If the subscription shall exceed two thousand shares, the commissioners shall reduce the number of shares to two thousand shares, for which purpose it shall be their duty to make all necesssary inquiry, and apportion the shares in such manner as to them may appear proper, having regard to the interest of the bank and the accommodation of the public, but no person or copartnership shall subscribe or hold more than one hundred and sixty shares in the stock of said bank, and said subscribers shall pay in to said commissioners, in gold or silver coin, or current bills of the incorporated banks of this state, or specie paying banks of the city of New York, five dollars on each share so subscribed, at the time of said subscription, which shall be forfeited to said company if they refuse to take the shares so subscribed for, and pay all the installments thereon; and said commissioners shall direct when the residue of said stock shall be paid in, and no dividends shall be declared by said bank, until the whole of said new stock shall be subscribed and paid in, according to the directions of said commissioners.

SEC. 4. The act to which this is an addition and alteration, so far as the same is inconsistent with this act, shall be void; and the residue of the same shall remain in force.

SEC. 5. This act shall not take effect until it shall have been approved at a meeting of the present stockholders, warned and held for that purpose, on or before the first Monday in July next.

SEC. 6. This act may be amended, altered or repealed at the pleasure of the general assembly.

INCREASING THE CAPITAL STOCK OF THE BRIDGEPORT BANK.

PASSED 1854.

Resolved by this Assembly, SEc. 1. That power and authority be and is hereby given to the president, directors and company of the Bridgeport Bank, to increase its capital stock by subscriptions, as hereinafter provided, to any amount not exceeding the sum of one hundred thousand dollars, in addition to its present capital, which additional capital stock shall be divided into shares of fifty dollars each. A subscription for the same shall be opened at said Bridgeport, on the 24th day of July, 1854, under