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when truly pledged by way of security for debts due to the said corporation.
$6. The capital stock of the said corporation shall be five hundred thousand dollars, to be divided into five thousand shares of one hundred dollars cach; and Erastus Corning, Chauncey Humphrey, Martin Van Alstyne, John Knower, Samuel S. Fowler, John L. Schoolcraft, Garret W. Ryckman, Anthony Blanchard, William Smith, William Seymour, Peter Wendell, Thomas M. Burt and Albert Gallup, are hereby appointed commissioners to receive subscriptions for and distribute the said capital stock.
$ 7. The commissioners, or a majority of them, shall open a subscription book for the said stock, on such day and at such place in the city of Albany as they shall appoint; and shall give at least fourteen days' previous noiice of such time and place, in one or more of the news
papers prinied in said city, and in the state paper. To be kope S 8. The book for subscriptions shall be kept open at
' least three days, for six hours each day; and the sum of
ten dollars on each share subscribed for, shall be paid to 'the said commissioners at the time of making such subscription. Such payments shall be made in specie or current bank bills: and no check, draft, or certificate of deposite shall be received.
S 9. If the whole of the capital stock be not taken during the said three days, the commissioners may receive further subscriptions, on such other day and at such place in the city of Albany, 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. on S 10. The commissioners shall proceed within ninety
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 thrce 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 such stock, if, without such allowance, the whole stock
be taken. Names 10 60 S 11. The commissioners shall, within ten days after
the distribution of said stock, publish in one of the newspapers published in the city of Albany, a full and com
Further Fubscrip tions.
plete statement of all of the subscribers for the same, with ·
S 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 have been distributed.
S 13. No corporation, having banking powers under Restriction. the authority of this state or the United States, shall be permitted or authorized, directly or indirectly, to subscribe for any part of the capital stock of the said 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 2d, 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 said fund.
S 14. The stock, property and concerns of the said Directors. corporation, shall be conducted by thirteen directors, being stockholders thereof 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 corporation.
S 15. The first election of directors under this act, and First election of three inspectors of the first annual election thereafter, shall be held at such time and place in the city of Albany, as shall be directed by the said commissioners; who, or a majority of whom, are hereby appointed inspectors of such first election; and the persons then elected such directors, shall hold their offices until the second Tuesday of June, one thousand eight hundred and thirty-five, and until others are elected; and such election shall be holden within two months after the capital stock shall have been distributed. No person who shall be a director in any other bank or monied corporation, shall be eligible to the office of director in the corporation hereby created.
S 16. The directors for every subsequent year, shall be elected on the second Tuesday of June in every year, at such time of the day, and at such place within the city of Albany, 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.
$ 17. Public notice of every election under this act 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 city of Albany, and in the state paper.
S 18. Each stockholder, at the time of the first election 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 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 others which may be held by any 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 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 proceed by ballot, and by plurality of votes, 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.
S 20. If any director shall remove out of the state, or 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 possessing 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.
S 21. 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.
when to como
$ 22. The said corporation shall not commence the bu- Banking siness of banking, until the whole of the capital stock mence. 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 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 stockholders 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 on any such oath, shall be subject to the pains and penalties of perjury.
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 the pain of the forfeiture 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 theroby notice to be published at least once a week for four weeks successively, in one or more of the newspapers printed in the city of Albany, and in the state paper; which notice so to be published, shall be a sufficient call on such stockholder, to authorize, in case of his default to comply therewith, the forfeiture above provided.
S 25. The obligations, contracts, bills, notes, and other Billo, &o., evidences of debt, made or issued by the said corporation, assignal shall 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 assigned by the said corporation by cndorsement 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.
S 26. It shall be the duty of the directors of the said Dividends. 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 Transfers. shall be valid until such transfer shall have been registered in a book to be kept by the directors of the said corpora
In case of neglect or
tion 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.
S 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.
S 29. If at any time the corporation hereby created, refusal to ro- shall neglect or refuse, for ten days after demand at their
banking-house, during the regular hours of business, to redeem in specie, any evidence of debt issued by the said corporation, the said corporation 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 $ 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.
S 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.
S 32. It shall not be lawful for the said corporation to redeem the bills, notes or other evidences of debt of any moried institution without the jurisdiction of the state, and which shall be made payable at the said “ Albany city 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.