sary buildings, turn-outs, sidings, switches and other conveniences in furtherance of said purpose; and if the said two companies cannot agree upon the amount of compensation to be made therefor, or the points or manner of such use, the same shall be ascertained and determined by commissioners, as provided by law for the condemnation of land for railroad purposes. (R. S. 1889, § 2742.) 1279. Stock to be divided into sharesvendor and vendee liable, when. Requirements as to money reserve. 1281. Business shall be managed by a board of directors-who disqualified to act. SECTION 1296. Joint and several liability under 1297. This article shall extend to whom. Penalty for violating the provisions 1301. 1302. Shall not be required to pay license, etc., when. 1303. 1304. Receiver of bank or trust company, duties of. Secretary of state required to visit banks and trust companies-other examinations-expense of-schedule-examination fund-result of examinations certified to general assembly. 1305. Duty of secretary of state when capital is impaired-duty and compensation of agent. 1306. General assignment, bank or trust company cannot make-duty of sectretary of state-insolvent bank or trust company cannot do what. 1307. Proceedings against corporations refusing to be examined. Oath and bond of examiner-who shall not be appointed-penalty for false report. 1308. 1293. Duty of directors, when dividend declared. 1294. Cashier, how appointed, etc.-to 1309. Compensation of examiners. 1310. Violation of oath a felony. 1311. Examiner prohibited from accepting free transportation. SEC. 1274. Who may be incorporated.—Any five or more persons in any county of this state, who shall have associated themselves by articles of agreement, in writing, as provided by law, for the purpose of establishing a bank of deposit or discount, or of both deposit and discount, may be incorporated under any name or title designating such business. (R. S. 1889, § 2743.) SEC. 1275. Articles of agreement shall state, what.The articles of agreement mentioned in this article shall set out: First, the corporate name of the proposed corporation, which shall not be the name of any corporation heretofore incorporated in this state for similar purposes, or an imitation of such name; second, the name of the city or town and county in which the corporation is to be located; third, the amount of the capital stock of the corporation, the number of shares into which it is divided and the par value thereof, that the same has been bona fide subscribed, and one-half thereof actually paid up in lawful money of the United States, and is in the custody of the persons named as the first board of directors or mana gers; fourth, the names and places of residence of the several shareholders and the number of shares subscribed by each; fifth, the number of directors or managers, and the names of those agreed upon for the first year; sixth, the number of years the corporation is to continue, which in no case shall exceed fifty years. The articles of agreement shall be signed by and acknowledged by the parties thereto, and recorded in the officer of the recorder of deeds of the county or city in which the corporation is to be located, and a certified copy of such recorded instrument shall be filed in the office of the secretary of state. (R. S. 1889, § 2744, amended.) SEC. 1276. Rights and powers.-Every such corporation shall be authorized and empowered to conduct the business of receiving money on deposit and allowing interest thereon, and of buying and selling exchange, gold, silver, coin of all kinds, uncurrent money, of loaning money upon real estate or personal property, and upon collateral and personal securities, at a rate of interest not exceeding that allowed by law, and also of buying, selling and discounting negotiable and non-negotiable paper of all kinds as well as all kinds of commercial paper; and for all loans and discounts made, such corporation may receive and retain in advance the interest: Provided, however, that no such corporation shall maintain a branch bank, receive deposits or pay checks, except over the counter of, and in its own banking house. (R. S. 1889, § 2745, amended—g.) *SEC. 1277. Examination and certificate as to payment of capital. When any banking corporation, individual banker or trust company shall have filed with the secretary of state the requisite certificate prior to commencing business under the laws of this state, and shall have provided the cash required by law, the secretary of state shall, before such corporation, individual banker or trust company shall be authorized to commence business, examine or cause an examination to be made in order to ascertain whether the requisite capital of such bank, banker or trust company has been paid in in cash. The secretary of state shall not permit such bank, individual banker or trust company to complete the filing of papers or to begin business unless it appears to his satisfaction from such examination or other evidence satisfactory to him that the requisite capital has been in good faith subscribed and paid in in actual cash and is ready for use in the transaction of the business of the proposed institution. In case the secretary of state shall find that all the provisions of the law have been complied with by the institutions herein named which desire to be authorized to do business, he shall grant them a certificate to that effect. (New section.) SEC. 1278. Cash capital in cities having one hundred and fifty thousand inhabitants.-The cash capital of such corporation shall in no case be less than ten thousand dollars, nor more (g) Savings bank has power to purchase and hold city warrants. 74 Mo. 104. Defense of ultra vires not open to bank when contract has been executed by other contracting party, and is not expressly prohibited by law. 74 A. 365. If it were ultra vires for bank to negotiate water bonds such transaction can only be taken advantageof by State. 52 A. 244. Powers of trust company defined. 144 Mo. 562. As to oral order for application of bank deposit. 145 Mo. 143. *NOTE-According to my construction of this section, at least fifty per cent. of each share of the capital stock must be paid, and be in the custody of the board in actual cash, ready for use in the transaction of business, over and above the amount invested in banking house furniture and fixtures. than five millions: Provided, that when such corporation is situated in a city having a population of one hundred and fifty thousand inhabitants or more, the cash capital of such corporation shall not be less than one hundred thousand dollars. (R. S. 1889, § 2746.) *SEC. 1279. Stock to be divided into shares-vendor and vendee liable, when.-The capital stock of such corporation shall be divided into shares of not less than one hundred dollars each. If any shareholder sell or transfer his shares, or any number thereof, in such corporation before they are fully paid, the vendor as well as the vendee shall be liable, the former for one year after notice to the corporation of such sale or transfer, as indorser, for whatever is still due on such shares. (R. S. 1889, § 2747.) SEC. 1280. Requirements as to money reserve. Every banking corporation, or individual banker, shall, at all times, have an amount of cash on hand and cash due from other banks, equal to at least fifteen per centum of the aggregate amount of its demand deposits. Whenever the reserve of a bank as herein before required shall fall below fifteen per centum of its demand deposits, then such bank shall not make any new loans or discounts until it shall, by collections, restore its lawful reserve. (New section.) SEC. 1281. Business shall be managed by a board of directors—who disqualified to act.-The affairs and business of the corporation shall be managed by a board of directors or managers, consisting of not less than three nor more than twenty-one shareholders, who shall be elected annually: Provided, that no person shall be a director unless he be a resident of this state and a bona fide owner of at least two shares of the capital stock thereof, nor an employe of one bank while a director in another, nor shall any person be a director in any bank against whom such bank shall hold a judgment. Every person who shall be elected director of a bank or trust company shall, within thirty days after said election, qualify himself as such director by filing with the officers of such bank or trust company a written acceptance of the position, a copy of which acceptance shall be spread upon the record of the acts of the directors. Failure to comply with this provision within the time specified shall work a forfeiture of the position, and when any vacancy occurs by such failure the board of directors shall, at the next regular meeting thereafter, enter the fact of such vacancy upon their records and immediately proceed to elect some competent person to fill the vacancy for the unexpired term. In the event of vacancy happening from any cause in the board previous to the annual election the remaining members thereof may fill such vacancy. The board of directors of each and every bank organized under this article shall meet at least once per month and pass upon the business of the bank back to the previous meeting of the board, and shall keep a written record of its approval or disapproval of each *NOTE-No corporation should accept as security for any loan or discount shares of its capital stock or a lien of any kind upon any part of its capital, but the same security, both in kind and amount, should be required of shareholders as of persons who are not shareholders, unless it should become necessary to prevent loss upon a debt previously contracted in good faith and on security which at the time was deemed adequate. No corporation organized under this article has a right to become the purchaser of any part of its stock either for the purpose of holding or retiring it, except under such circumstances as above mentioned, and then it should be disposed of as quickly as possible, for the reason that such ownership reduces the capital by the number of shares that the corporation owns. and every loan, and at each monthly meeting the records shall show the aggregate of the then existing indebtedness and liability of each of the directors and officers to the bank, and no bills payable shall be made and no bills shall be rediscounted by the bank except with the consent of the board of directors. No director or officer of a bank in this state shall be permitted to borrow any of the money of the bank in which he is a director or officer in excess of ten per centum of the capital and surplus without the consent of a majority of the directors of the bank, other than the borrower, first having been obtained in a regular meeting of the board, said consent to be made a matter of record before the loan is made. (R. S. 1889, § 2748, amended-h.) SEC. 1282. Certificate of incorporation valid only, when. No certificate of incorporation under this article shall be valid unless, at the time the articles of agreement were acknowledged, the capital stock therein mentioned shall have been bona fide subscribed and onehalf thereof paid in lawful money. (R. S. 1889, § 2749.) SEC. 1283. Capital stock to be paid up, when-how collected. The remaining half of the capital stock provided for in the articles of agreement shall be paid up in cash within one year next after the date of the certificate of incorporation, at such times and in such amounts as the board of directors may require. In case any shareholder shall refuse payment, the debt may be collected by suit at law. Provided, that the board of directors may, at their discretion, forfeit as many of the shares of such delinquent shareholder as shall be the equivalent of the sum due and unpaid on such shares, and dispose of such forfeited shares to anyone willing to purchase them: Provided furthermore, that no installment on shares shall be considered due and payable until notice to that effect shall have been given by publication for two weeks in some newspaper published in the county where such corporation is located, or in writing personally served on the party required to pay. (R. S. 1889, § 2750-i.) SEC. 1284. Board of directors shall furnish statement, when and to whom.-The board of directors of such corporation, whenever required thereto by the secretary of state, shall furnish a statement to be filed in his office, certified under oath, before a notary public, by their president and cashier, and attested by three of such (h) Authority of directors as to overdrafts. 2 A. 545. Notice to directors. 2 A. 367. Duty of directors. The board of directors are bound to know all that is done by the bank, beyond the merest matter of daily routine; and they are bound to know the system and rules arranged for its doing. And what they ought to know as to the general course of the bank's business, they will be presumed to have known, in a contest between the bank and third persons dealing in good faith with it. 148 Mo. 358. Gross negligence; committing management to cashier. It is gross negligence on the part of the directors to leave the entire management of the business of a bank to the cashier. 148 Mo. 380. Inalienable duty. The statute of Missouri (R. S., 1889, sec. 2748) imposes on the board of directors the management of the affairs and business of a bank, and these functions are inalienable, and cannot be conferred upon any officer or officers. 148 Mo. 380. Meetings of directors. Where the by-laws authorize a special meeting of the directors only on the call of the president or a majority of the members of the board, such meeting if otherwise called is void. 119 Mo. 9. A special meeting of the directors is void, if the notice thereof required by the by-laws is not given. 119 Mo. 9. Quorum. In the absence of any contrary provision in the charter or by-laws, a majority of the directors will constitute a quorum, and a majority of that quorum can transact the business of the board. 39 A. 453. (i) Power of directors in determining how stock shall be paid for. 51 A. 198. directors, of the actual condition of such corporation at the close of business on the day designated, and which day shall be prior to such call. (R. S. 1889, § 2751.) SEC. 1285. Statement-form of.-The statement required by section 1284 shall be in the following form, to wit: Loans and discounts undoubtedly good on personal or collateral security.... $. Overdrafts by solvent customers.. United States bonds on hand.... Other bonds and stocks at their present cash market price... Real estate (banking house) at present cash market value.. Real estate other than banking house at its present cash market value........ Due from other banks, good on sight draft. Checks and other cash items...... National bank notes, legal tender United States notes and gold and silver certificates Undivided profits, less current expenses and taxes paid.. Time certificates of deposits outstanding.. Bills payable and bills rediscounted. Dividends unpaid Liabilities other than those above stated. Total $.. $. $.. $.. $.. $. $.. $.... $.. $. $... $...... $. $. $. $. $. $. $. $. as president, and, as cashier of said bank, each of us, do solemnly swear that the above statement is true to the best of our knowledge and belief. Witness my hand and notarial seal the date last aforesaid. (Commissioned and qualified for a term expiring .) Correct. Attest: directors. (R. S. 1889, § 2752, amended.) SEC. 1286. Statement, publication of.-Publication of this statement shall be made by such corporation in one or more newspapers published in the town, city or county where it is located, if there is one so published: Provided, if said corporation is located in |