Restrictions

Directors

First elec

tion.

Subsequent clections.

S13. No corporation, having banking powers under the authority of the state, or of the United States, shall be permitted or authorized, directly or indirectly, to subscribe for any part of the capital stock of the corporation by this act created; nor to purchase, take or hold any part of such stock, except when the same shall be hypothecated in good faith in security for a debt or loan; and in such case, the shares of stock so hypothecated shall be sold within sixty days after such debt shall become due, according to the terms of such hypothecation; and if not so sold, the same shall be forfeited, and shall belong to the fund created by the "Act to create a fund for the benefit of the creditors of certain monied corporations, and for other purposes," passed April 2, 1829; and the commissioners directed to be appointed by the said act, shall take the necessary measures to appropriate the same accordingly, and shall sell the same as soon as may be, and pay the proceeds to the comptroller for the benefit of the said fund.

S14. The stock, property and concerns of the said corporation, shall be conducted by thirteen directors, being stockholders of the said corporation, and citizens of this state; 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 corpora

tion.

$ 15. The first election of directors under this act, and of three inspectors of the first annual election thereafter, shall be held at such time and place in the village of Poughkeepsie, as shall be directed by the commissioners herein before appointed, or a majority of them; 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-five, and until others are elected; and the said election shall be holden within two months after the capital stock shall have been distributed.

S 16. The directors for every subsequent year, shall be elected on the second Tuesday of June of every year, at such time of the day, and at such place within the village of Poughkeepsie, 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. No person who shall be a director in any other bank or monied cor

poration, shall be eligible to the office of director in the corporation hereby created.

$17. Public notice of every election under this act Notice. shall be 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 Poughkeepsie, and in the state paper.

$ 18. Each stockholder, at the time of the first election Votes. of 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 prior 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 others which may be held by any other person in trust for him,) no more than four hundred votes shall be given upon all such shares.

$ 19. All elections for directors shall be by ballot, and By ballot. the 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, either for directors or inspectors, then the directors who shall have been duly elected, shall procced 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, or inspector or inspectors, so as to complete the whole number.

$20. If any director shall remove out of the state, or Vacancies. cease 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 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.

$21. 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

$22. The said corporation shall not commence the bu- Banking siness of banking, until the whole of the capital stock shall commence. 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 comptroller, setting forth that the said payment

Calls on stockholders.

of.

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.

$23. The directors shall have power to require the 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 forfeiture of the shares upon which such payments are required, and all previous payments thereon, to the said corporation.

Notice there $24. The directors shall give notice of every such call, by notice to be published at least once a week for four weeks successively, in one or more of the newspapers printed in the village of Poughkeepsie, 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.

Bills, &c. an. signable.

Dividends.

Transfers.

$25. The obligations, contracts, bills, notes and other 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.

$ 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.

$ 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 Ponalty. 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.

fusal to re

$ 29. If at any time the corporation hereby created, In case of shall neglect or refuse, for ten days, after demand at their neglect or rebanking-house during the regular hours of business, to re- deem notes. deem 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.

to chancellor.

$30. The said corporation may, after the payment of Application 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 duc 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 Damage, 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 institutions, without the jurisdiction of this state, and which shall be made payable at the said Farmers' and Manufacturers' 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 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 sec

Act of April 2, 1829.

Loans.

Amount of

tion next following, or by this act in respect to the corporation created hereby.

66

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

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

$36. It shall not be lawful for the said corporation to eirculation. 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.

Right to repeal.

Name.

Corporation created.

Banking

powers.

Real estate.

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

CHAP. 190.

AN ACT to incorporate the Commercial bank of Buffalo.

Passed April 26, 1834.

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

S 1. There shall be established in the city of Buffalo, a bank, to be called "The Commercial Bank of Buffalo,' whose operations of discount and deposit shall be carried on in the city of Buffalo, and not elsewhere.

S2. All persons who shall become holders of the capital stock of said bank pursuant to this act, shall be, and they are hereby constituted a body corporate, by the name of "The Commercial Bank of Buffalo;" 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 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 corporation to purchase, hold and convey, shall be,