but no person shall be a director, who shall not, at the time of his appointment, hold on his own account, and not in trust in any manner whatsoever for any other person, at least ten shares of the stock of the said corporation.

$ 13. The first election for directors under this act, shall be First elecheld at such time and place in the village of Catskill, as shall tion. be directed by the commissioners herein before appointed: and the said commissioners are hereby appointed inspectors of such first election; and the directors then to be elected, shall hold their offices until the second Tuesday of June, in the year one thousand eight hundred and thirty-two, and until others are elected.

election.

$14. The directors for every subsequent year, shall be Subsequent elected on the second Tuesday of June of every year, at such time of the day, and at such place within the village of Catskill, as a majority of the directors for the time being shall, by resolution to be entered in their minutes, appoint, and shall hold their offices for one year, and until others are elected in

their stead.

tice.

$15. Public notice of every election under this act shall Public nobe given by the commissioners or directors, not less than fourteen days previous to the time of holding such election, by an advertisement to be inserted in one or more of the newspapers printed in the said village of Catskill.

$ 16. Each stockholder, at the time of the first election of Votes. directors, shall be entitled to one vote on each share of stock which he shall have held in his own name, at least fourteen days previous to the time of voting at every subsequent election, each stockholder shall be entitled to one vote on each share of stock which he shall have held for the time required by law, except that in case any one person shall hold more than four hundred shares, including all shares which may be held by any other persons in trust for him, no more than four hundred votes shall be given, upon all such shares.

how condnc.

ted.

$ 17. All elections for directors shall be by ballot; and the Elections thirteen persons who shall have the greatest number of votes, shall be directors; and if, at any election, two or more persons have an equal number of votes, then the directors who shall have been duly elected, shall proceed by ballot and by plurality of votes, to determine which of the said persons so having an equal number of votes, shall be director or directors, so as to complete the whole number.

S.18. If any director shall remove out of the state, or cease Vacancies. to be a stockholder to the amount of ten shares, his office shall be vacant; and whenever any vacancy shall happen among the directors, such vacancy shall be filled, for the remainder of the year in which it shall happen, by such person as the

President.

Bauking

when to com.

mence.

Officers.

By-laws.

Calls on

remainder of the directors for the time being, or a majority of them, shall appoint.

$ 19. The directors elected, as soon as may be after their election, shall proceed in like manner to elect one of their number, by ballot, to be their president.

$20. The said corporation shall not commence the business of banking, until the whole of the capital stock of the corporation shall have been paid to the said corporation, in specie or current bank bills, and an affidavit shall have been made by the president and cashier of said corporation, and filed with the comptrollor, setting forth that the said payment has been made, and that no loan has to the knowledge of such officers, been made, to enable any stockholder to pay up the amount of his shares or any part thereof, under any implied or express agreement that such loan was to be repaid by a discount of any note or other security by such corporation: and any person guilty of wilful false swearing in any such oath, shall be subject to the pains and penalties of perjury.

$21. The directors of the said corporation shall have power, from time to time, to appoint so many officers, clerks and servants, for carrying on the business of the corporation, and with such compensation, as to them shall seem meet.

$22. The directors for the time being, shall also have power to make and prescribe such by-laws, rules and regulations, as shall be needful, touching,

1. The government of the said corporation, and the management and disposition of its stock, business, property, estate and effects:

2. The time, manner and terms at and upon which discounts and deposits shall be made and received, in and by the same : 3. The duties and conduct of the officers, clerks and servants employed by the said corporation: and,

4. All such matters as may appertain to the concerns of the institution.

$23. The directors for the time being, shall have power to stockholders. require the stockholders respectively, to make a payment of all sums of money by them subscribed, at such times and in such proportions as such directors shall see fit, under pain of the forfeiture of the shares upon which such payments are required, and all previous payments thereon, to the said corporation.

Notice thereof.

$24. The directors shall give notice of every such call, by notice to be published at least once a week, for eight weeks successively, in one or more of the newspapers printed in the village of Catskill; which notice so to be published, shall be a sufficient call on each stockholder to authorise, in case of his default to comply therewith, the forfeiture above provided.

Bills, notes,

$25. The obligations, contracts, bills, notes and other evidences of debt, made or issued by the said corporation, shall &e. be obligatory on the said corporation, and be assignable and negotiable in like manner as if made or issued by a private person, and every evidence of debt issued under the seal of such corporation, and assigned by endorsement thereon, shall enable the assignee thereof to maintain an action thereupon in his

own name.

$ 26. It shall be the duty of the directors of the said corpo- Dividends. ration to make dividends half yearly, or otherwise, of so much of the surplus profits arising from the business of the said corporation, as they, or a majority of them, shall deem advisable. $27. No transfer of any stock in the said corporation shall Transfer. be valid until such transfer shall have been registered in a book to be kept by the directors of such corporation for that purpose, which book shall, at all reasonable times during the usual hours of transacting business, be open to the examination of any person having in his possession any note, bill or other evidence of debt issued by such corporation, the payment of which shall have been refused.

$28. In case any officer of such corporation having charge Penalty. of such books, shall refuse to permit the same to be examined as aforesaid, he shall, for every such offence, forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal shall have been made.

neglect or re

$29. If at any time the president, directors and company In case of of the said corporation, shall neglect or refuse, for ten days af- fusal to reter demand, at their banking house, during the regular hours deem notes, of business, to redeem in specie any evidence of debt issued by the said corporation, the said president, directors and company shall discontinue and close until they shall resume payment as aforesaid, all their operations and business, except the securing and collecting of debts due, or to become due, to the said corporation, unless they shall be permitted to proceed in their ordinary banking operations under the section next following.

Application

$30. The said corporation may, after the payment of its debts shall have been refused, apply to the chancellor by pe- to chancellor, tition, accompanied by a full disclosure of the state and affairs of the corporation, for leave to proceed in its business; and if such chancellor, after due examination, shall find that the proceedings of the said corporation have been fair and without fraud, and that such corporation is in a condition to resume its operations, he may, by an order to be entered in the minutes of the court of chancery, permit the said corporation so to do.

$31. The said corporation shall be liable to pay to the Damages. holders of every evidence of debt made by it, the payment of

Restriction

foreign

banks.

which shall have been demanded and refused, damages for nonpayment thereof, in lieu of interest, at and after the rate of ten per cent per annum, from the time of such refusal, until the payment of such evidence of debt and the damages thereon.

$32. It shall not be lawful for the said corporation to rea to hills of deem the bills, notes or other evidences of debt of any monied institution, without the jurisdiction of the state, and which shall be made payable at the said Tanners' Bank; and it shall not be lawful for the said corporation to give public notice that it will redeem the bills, notes or other evidences of debt of any monied institution beyond the jurisdiction of the state.

General powers.

Subject to act of April 2nd, 1829.

Loans.

Rights reserved.

Name.

Corporation created.

$33. The said corporation shall possess the general powers of a corporation, as defined in the eighteenth chapter of the first part of the Revised Statutes, and shall be subject to the provisions contained in that chapter, except so far as the same have been repealed before the passage of this act, or are inodified by the act recited in the section next following.

$34. The said corporation shall also be subjected to the provisions contained in the act entitled "An act to create a fund for the benefit of the creditors of certain monied corporations, and for other purposes," passed April 2nd, 1829.

$35. It shall not be lawful for the said corporation to take a hypothecation of its own stock as security for any loan or discount made by such corporation.

$36. The legislature may, at any time, modify, alter or repeal this act, or any of its provisions.

CHAP. 63.

AN ACT to incorporate the President, Directors and
Company of the Oswego Bank.

Passed March 14, 1831.

The People of the State of New-York, represented in Senate and Assembly, do enact as follows:

$1. There shall be established in the village of Oswego, and county of Oswego, a bank to be called "The Oswego Bank," whose operations of discount and deposit, shall be carried on in the village of Oswego, and not elsewhere.

$2. All persons who shall become holders of the capital stock of the said bank pursuant to this act, shall be, and they are hereby constituted a body corporate, by the name of "The President, Directors and Company of the Oswego Bank ;" and such corporation shall continue until the first day of January in the year one thousand eight hundred and fifty-nine.

$3. The said corporation shall have power to carry on the General business of banking, by discounting bills, notes, and other evi- powers. dences of debt; by receiving deposits; by buying and selling gold and silver bullion, foreign coins, and bills of exchange; by issuing bills, notes, and other evidences of debt; and by exercising such other incidental powers as shall be necessary to carry on such business.

$ 4. The real estate which it shall be lawful for the said Real estatecorporation to purchase, hold and convey, shall be,

1. Such as shall be requisite for its immediate accommodation in the convenient transaction of its business: or,

2. Such as shall have been mortgaged to it in good faith, by way of security for loans previously contracted, or for moneys due: or,

3. Such as shall have been conveyed to it, in satisfaction of debts previously contracted in the course of its dealings: or,

4. Such as shall have been purchased at sales upon judgments, decrees or mortgages, obtained or made for such debts. The said corporation shall not purchase, hold or convey real estate, in any other case, or for any other purpose.

$5. The said corporation shall not directly or indirectly Restrctionsdeal or trade in buying or selling any goods, wares, merchandize or commodities whatsoever, or in buying or selling any stock created under any act of 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.

$6. The capital stock of the said corporation shall be one Stockhundred and fifty thousand dollars, to be divided into three thousand shares, of fifty dollars each; and George H. McWhorter, David P. Brewster, Edward Bronson of Oswego, Gerrit Smith of Peterborough, and Stephen Warren of Troy, are hereby appointed commissioners, to receive subscriptions to the said capital stock, and to designate upon which side of the river the said bank shall be located.

$7. The commissioners, or a majority of them, shall open a Subscription subscription book for the said stock, on such day, and at such book. place in the village of Oswego, as they shall appoint; and shall give at least fourteen days' previous notice of such time and place, in one or more of the newspapers printed in that village.

days.

$8. The book for subscriptions shall be kept open at least To be kept three days, and the sum of one dollar on each share subscribed open three for, shall be paid to the said commissioners at the time of making such subscription.

S9. If the whole of the capital stock be not taken up du- Further subring the said three days, the commissioners may receive further seriptions. subscriptions on such other day and at such place in the vil