happen among the directors, such vacancy shall be filled for the remainder of the year in which it shall happen, by such person having the qualifications as to ownership of stock, and citizenship above required for a director of this corporation, as the remainder of the directors for the time being, or a majority of them, shall appoint.

S21. The directors elected, as soon as may be after President. their election, shall proceed in like manner, to elect one of their number by ballot to be their president.

when to com

mence.

$ 22. The said corporation shall not commence the bu- Banking siness of banking, until the whole of the capital stock 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 the said corporation, and filed with the comptroller, 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 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 any false swearing in any such oath, shall be subject to the pains and penalties of perjury.

stockholders

S 23. The directors shall have power to require the calls on stockholders respectively, to make 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 forfeitures of the shares upon which such payments are required, and all previous payments thereon, to the said corporation.

$ 24. The directors shall give notice of every such call, Notice thereby notice to be published at least once a week for four weeks successively, in one or more of the newspapers printed in the county of Orange, and in the state paper; which notice so to be published, shall be a sufficient call on each stockholder, to authorize in case of his default to comply therewith, the forfeiture above provided.

signable.

$ 25. The obligations, contracts, bills, notes and other Bills, &c a evidences of debt, made or issued by the said corporation, shall be obligatory upon 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 assigned by the said corporation by endorsement thereon, shall enable the assignee thereof to maintain an action thereupon in his own name; but every note, bill or evidence of debt purporting to be a bank note, to be issued by the said corporation, shall be deemed and taken to be payable at the banking-house of the said corporation.

Dividends. $ 26. It shall be the duty of the directors of the said corporation, 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.

Transfers.

In case of

neglect or refusal to ro

$27. No transfer of any stock in the said corporation shall 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: and of any stockholder of the said corporation.

$28. In case any officer of such corporation, having charge 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.

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

Application to chancellor.

Damages

$30. The said corporation may, after the payment of its debts shall have been refused, apply to the chancellor by petition, accompanied by a full disclosure of the state and affairs of the corporation, for leave to proceed in its business; and if the 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 holders of every evidence of debt made by it, the payment of which shall have been demanded and refused, damages for non-payment 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 Restriction. redeem the bills, notes or other evidences of debt of any monied institution without the jurisdiction of this state, and which shall be made payable at the said "Highland bank;" and it shall not be lawful for the said corporation to give public notice that it will redeem the bills, notes or other evidence of debt of any monied institution beyond the jurisdiction of this state.

powers.

§ 33. The said corporation shall possess the general 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 modified by the act recited in the section next following, or by this act, in respect to the corporation hereby created.

2, 1829.

$34. The said corporation shall also be subject to the Act of April 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 2d, 1829, and the act amending the same, so far as the same shall be in force at the time of the passing of this

act.

circulation.

$35. It shall not be lawful for the said corporation to Amount of issue, or have outstanding or in circulation at any time, an amount of notes or bills loaned or put in circulation as money, exceeding once and a half its capital stock as then paid in and actually possessed.

$ 36. It shall not be lawful for the said corporation to Loans. take a hypothecation of its own stock, as security for the making any loar. or discount by such corporation.

$37. The legislature may at any time modify, alter or Right to rorepeal this act, or any of its provisions.

CHAP. 189.

AN ACT to incorporate the Farmers' and Manufacturers'

bank.

Passed April 26, 1834.

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

peal.

$1. There shall be established in the village of Pough- Name keepsie, in the county of Dutchess, a bank, to be called the "Farmers' and Manufacturers' Bank," whose operations

Corporation created.

Banking powers.

Real estate

Re-triction.

Stock.

of discount and deposite shall be carried on in said village, and not elsewhere.

S2. 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 Farmers' and Manufacturers' Bank;" and such corporation shall continue until the first day of January, in the year one thousand eight hundred and sixty

four.

3. The said corporation shall have power to carry on the business of banking, by discounting bills, notes and other evidences of debt; by receiving deposites; 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 corporation 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.

S5. The said corporation shall not, directly or indirectly, deal or trade in buying or selling any goods, wares, merchandize cr 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 three hundred thousand dollars, to be divided into three thousand shares of one hundred dollars each; and James Hooker, William Schell, Jacob Van Benthuysen, James Grant, junior, Homer Wheaton, Gideon P. Hewitt and Aaron Innis, are hereby appointed commissioners to receive subscriptions for, and distribute the said capital stock.

$7. The commissioners, or a majority of them, shall Subscrip open a subscription book for the said stock, on such day and tion book at such place in the said village of Poughkeepsie, 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 said village, and in the state pa

per.

To be kept

$8. The book for subscriptions shall be kept open at open thro least three days, for six hours each day; and the sum of days. ten dollars on each share subscribed for, shall be paid to the said commissioners at the time of making such subscription. Such payment shall be made in specie or current bank bills; and no check, draft or certificate of deposite shall be received.

scriptions.

S9. If the whole of the capital stock be not taken dur- Further sub. ing the said three days, the commissioners may receive further subscriptions on such other day, and at such place in the village of Poughkeepsie, as they, or a majority of them, shall from time to time appoint, until the whole capital stock of the corporation shall be taken, giving public notice thereof as directed in the seventh section of this act.

of stock.

$10. The commissioners shall proceed, within ninety Distribution days after the passage of this act, to distribute the capital stock of the said corporation among the subscribers thereto; and in case there should be subscriptions to more than the amount of such stock, within the said three days, it shall be the duty of the said commissioners to apportion the same among the subscribers thereto, in such manner as a majority of them shall deem most advantageous to the interests of the institution; and there shall not be allowed to any commissioner, or other person, directly or indirectly, in trust or otherwise, more than fifty shares of said stock, if, without such allowance, the whole stock be taken.

published.

$11. The commissioners shall, within ten days after Names to be the distribution of said stock, publish in one of the newspapers published in the village of Poughkeepsie, a full and complete statement of all the subscribers for the same, with their places of residence, the number of shares by each subscribed for, and the number of shares allotted to each of them; which statement shall be sworn to by the commissioners.

$ 12. The expenses incurred by the commissioners in Expenses. executing any duties required by this act, shall be paid out of the moneys received by them from subscribers to whom stock shall be distributed.