8. Capital stock in city of Baltimore; certified to comptroller. 9. Capital stock in State; certified to comptroller. 10. Board of directors; vacancy. 11. Number of directors; their qualifications. 12. Articles of constitution. I. Votes of stockholders. II. Directors must be stockholders. v. Amount of issue. VI. Oath of officers. VII. Debts not to exceed capital; proviso; in cases of excess, directors personally liable, unless they give notice. VIII. Quorum for transaction of business. IX. Dividends; directors liable, unless they give notice. x. No emolument to directors; pay of XI. General meetings; how called. XIII. What real estate may be held; pro- XIV. What bank may deal in; proviso as xv. Bills, etc., sigued by president bind- XVI. Shares transferable. XVII. To whom loans shall not be made; tate. XVIII. Public notice of annual election. 13. In case of non-payment of notes, etc., by 14. Rights of creditors. 15. Distribution of assets in case of suspension. 17. Existing banks may avail themselves of 18. Suspension of business. 19. When act to expire. PUBLICATION OF LISTS OF DEPOSITS AND DIVIDENDS. 20. Unclaimed dividends to be published; not to apply to savings banks. 21. Expenses of publication, how paid. NATIONAL BANKS. 1. Any bank, savings institution, or savings bank, incorporated under the laws of this State, may become an association for the purpose of banking under the laws of the United States; provided, it shall first comply with all the requirements of the act of the first session of the thirty-eighth Congress of the United States, entitled "An act to provide a national currency secured by a pledge of the United States bonds, and to provide for the circulation and redemption thereof." 1865, c. 144, s. 1. How formed banks. National banks. from State d. 26946 M 43; 47 Md. 217. Md. Md Id. s. 2. capital stock to to change to a national bank. 2. Before any bank, savings institution, or savings bank of this three-fourths of State shall avail itself of the provisions of this act, and of the decide whether aforesaid act of Congress, its stockholders, by and with the written advice and consent of the owners of three-fourths of the capital stock of said bank, savings institution, or savings bank, or at a special meeting called for the purpose, shall decide whether the said bank, savings institution, or savings bank, shall or shall not become an association for the purpose of banking under the laws of the United States, and at said meeting every stockholder may cast one vote for each share of stock held by him or her, and every stockholder who shall be absent from said meeting may vote by proxy, and every executor, administrator, guardian, or trustee holding stock in said bank, savings institution, or savings bank, may vote in person or by proxy, without incurring any responsibility by such vote, and the treasurer of Maryland is hereby authorized and directed to represent and vote the stock held by the State in any of the banks, savings institution, or savings bank of this State, and if, on casting up the vote at the said meeting, it shall appear that the owners of two-thirds of the capital stock of said bank, savings institution, or savings bank, are in favor of converting the said bank, savings institution, or savings bank into an association for the purpose of banking under the laws of the United States, the directors of said bank, savings institution, or savings bank, or a majority of them, may execute the organization certificate, and such other papers as shall be necessary, and may perform all acts required by law for enabling the said bank, savings institution, or savings bank to become such association. Id. s. 3. Notice to be cation. 46 Md. 43. 3. Whenever any bank, savings institution, or savings bank in given by publi- this State shall present to the clerk of the Court of Appeals of Maryland, a certificate from the comptroller of the currency, setting forth under his hand and official seal, that the bank, savings institution, or savings bank has become an association for the purpose of banking under the laws of the United States, the said clerk shall record such certificate, and shall send an authenticated copy thereof to the governor of the State, who, on receiving the same, shall give notice for at least three weeks in some newspaper printed in the city or county where said bank, savings institution, or savings bank is located, that said bank, savings institution, or savings bank has been converted into such association, and that its charter as granted by the General Assembly of Maryland, has been surrendered, and thereupon all its corporate powers shall cease; provided, nevertheless, that said bank, savings institution, or savings bank may continue to use its corporate name for the purpose of prosecuting and defending suits instituted by or against it, and of enabling it to close its affairs, but not for the purpose of continuing under the laws of this State, the business for which it was established, and no bank, savings institution, or savings bank thus converted into a banking association under the laws of the United Provisos. States, shall reissue for circulation any of the notes issued by it during its existence under the laws of the State, for more than one year after its charter has been surrendered; provided, that the existing laws of the State providing for taxes on the State banks for the purposes enumerated therein, shall extend and apply to all State banks and other institutions availing themselves of the provisions of this act, when they shall have become banking associations under the act of Congress, and all sums required by the charters of said institutions and banks to be paid to the State, shall continue as heretofore to be paid. 4. Whenever any bank, savings institution, or savings bank in this State shall have surrendered its charter, and become an association for the purpose of banking under the laws of the United States, all its assets, real and personal, without other transfer, shall vest in and become the property of such association, and said association shall be responsible for all the debts and liabilities of said bank, savings institution, or savings bank, incurred prior to the surrender of its charter. Plates and dies 5. Whenever the charter of any bank, savings institution, or Id. s. 5. savings bank, in the State, has been surrendered, as hereinbefore to be destroyed. provided for, the members of the board of directors, last in office, shall forthwith deliver up all the plates and dies of said bank, savings institution, or savings bank, to the Superior Court of Baltimore City, when said bank, savings institution, or savings bank, is located in the city, or to the Circuit Court for the county in which said bank, savings institution, or savings bank, may be located, and the judge of each of said courts shall cause the said plates and dies to be destroyed in his presence, and also in the presence of the president or cashier of said bank, savings institution, or savings bank, and the members of the board of directors, who wilfully refuse or neglect so to do, shall be deemed guilty of a misdemeanor, and on conviction shall be severally punished by a fine not exceeding five hundred dollars. Penalty. BANKING ASSOCIATIONS. 1870, c. 206, s. 1. ciation, how formed. Banking asso 6. Associations for carrying on the business of banking may be formed by any number of persons, not less in any case than five, who shall enter into articles of association which shall specify, in general terms, the object for which the association is formed, and may contain other provisions not inconsistent with the provisions of this act, which the association may see fit to adopt for the regulation of the business of the association and the conduct of its affairs, Existing banks. and the president and cashier elect of any existing bank in the State of Maryland, established either under the laws of this State or of the United States, together with any five directors thereof elect, are hereby appointed commissioners, with authority to establish a bank- State instituing institution in their now locality, or any other within the State, and under their present style, so modified, however, by omitting the word National, where now existing as to represent a State institu tions. Id. s. 2. Id. s. 3. Capital stock in city of Balti more. Certified to comptroller. Id. s. 4. State. tion, and, when deemed necessary or advisable, to adopt a new style altogether. 7. The said institution, under the name and style adopted, is hereby made able and capable in law to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place whatsoever; to make, have, and use a common seal, and the same to break, alter, and renew, at their pleasure, and generally to do and execute all and singular such acts, matters, and things as a corporation or body politic may and can lawfully execute. 8. The capital stock of said corporation, when located in the city of Baltimore, shall consist of not less than three hundred thousand dollars, divided into shares of one hundred dollars each, with the privilege of so increasing from time to time the number of shares to in all twenty thousand, thus making the entire capital stock two million dollars; and when three hundred thousand dollars of said capital stock shall have been fully paid, in "the lawful money of the United States," and so certified by a majority of the said commissioners or directors to the treasurer and comptroller of the State, and a certificate of their so organization be transmitted to the clerk of the Court of Appeals, to be by him recorded among the records of his office, and not before, shall they be entitled to all the benefits and privileges herein conveyed or intended to be conveyed. 9. The capital stock of said corporation, when located other than Capital stock in in the city of Baltimore, shall consist of not less than fifty thousand dollars, divided into shares of one hundred dollars each, with the privilege of so increasing, from time to time, the number of shares. to in all five thousand, thus making the entire capital stock five hundred thousand dollars; and when fifty thousand dollars of said capital stock shall have been fully paid, in the "lawful money of the United States," and so certified by a majority of the said commissioners or directors to the treasurer and comptroller of the State, and a certificate of their so organization be transmitted to the clerk of the Court of Appeals, to be by him recorded among the records of his office, and not before, shall they be entitled to all the benefits and privileges herein conveyed or intended to be conveyed. Certified to comptroller. Id. s. 5. Board of directors. 10. The said commissioners, or a majority of them, shall be, and are hereby, constituted a board of directors to manage the affairs of the said corporation until the second Monday of July ensuing its or their organization under this act, and until successors shall be chosen, and in case it should at any time happen that an election of directors or appointment of president of the said bank should not be made so as to take effect on any day when in pursuance of law the same should take effect, the corporation shall not for that cause be deemed to be dissolved, but it shall be lawful at any time within thirty days thereafter, to make such election and appointment in such manner as shall be directed and provided by the ordinances of the bank; and in case of the death, resignation, removal out of the State, or other disqualification of any director, or of the president of Number of 11. The affairs of the several and singular corporations herein Ia. s. 6. provided for shall be managed by a president and directors in each directors. of said corporations, and the number of directors in any of the said corporations shall not be greater than seven, nor less than five, and the number of directors in any of said corporations may be changed by the stockholders from time to time, within the limits as to num tions. ber aforesaid, and no person shall be a director in any of the said Their qualificacorporations who is not a stockholder thereof, and who is not also a citizen of the State of Maryland. Articles of con 12. The following rules, restrictions, limitations, and provisions, Id. s. 7. shall form and be fundamental articles of the constitution of each stitution. of the said corporations, namely: holders. ARTICLE 1.-Every stockholder shall be entitled to one vote for Votes of stockevery share which he, she, it, or they may hold to the number of not exceeding ten shares, and to one vote for every additional two shares, to the number of not exceeding one hundred shares in all, and to one vote for every additional five shares thereafter; but no share of stock shall entitle any holder to a vote which shall not have been holden four calendar months previous to the day of election; and stockholders actually resident within the United States, and none others, may vote at elections by proxy. be stockholders. No one to be a banks. director in two ART. 2.-None but a stockholder, being a citizen of this State, Directors must shall be eligible as a director or president, and every president or director, as the case may be, shall cease to be a director or president upon his ceasing to be a citizen of this State or stockholder. ART. 3.—No director of any one of the said corporations shall be at the same time a director of any other bank in this State; and once in each year the directors shall lay before the stockholders of each of said corporations, at a general meeting for their informa- Annual statetion, an exact and particular statement of the debts which shall have ment to stockremained unpaid after the expiration of the original credit and the surplus profits, if any, after deducting losses and dividends. holders. statement to ART. 4. The treasurer of this State shall be furnished with state- Semi-annual ments of the amount of the capital stock of the corporation, and of State treasurer. the debts due to and from the same, specifying those due to and from other banks, of the moneys deposited therein, of the notes in circulation, of the cash on hand, specifying the amounts of coin, and of the notes of other banks, of the value of the real estate held by the corporation, and of the amount and value of public or other stocks owned by the corporation, said statement to be furnished twice in each year, and to show the condition of the corporation in the said particulars, as they may appear at the close of the business transactions of the day in settlement thereof on the first Monday of January and the first Monday of July; and each of the said corpor |