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and that the Governor, or person administering the Government, or person administering the government of this state, for the time being, be authorized to fill any vacancy that may hereafter occur among the said commissioners by death or otherwise.
Sec. 2. And be it enacted, That the said company are
hereby authorized hereafter, to build their bridges at one half Width of bridges the width named in the original act, to which this is a supmay be lessened. plement. I
Sec. 3. And be it enacted, That so much of the original Parts of acts act and supplements thereto, as comes within the purview of repealed, this act, be, and the same is hereby repealed.
Passed February 18, 1834,
Sec. 1. BE IT ENACTED by the Council and General Assembly of this state, and it is hereby enacted by the authority of the same, That Samuel S. Stryker, William Potts, Edward S. M’Ilvane, Henry W. Green, Joseph A. Yard and William A. Benjamin, and their associates, shall be, and they are hereby created a body corporate and politic, in name and in fact, by the name and style of “ The Mechanics and Manufacturers Bank,” at Trenton; and by that name they and their successors, may have perpetual succession, and shall have power to sue and be sued, plead and be impleaded, answer and be an swered unto, defend and be defended in all courts and places whatsoever, and in all manner of actions, suits, complaints, matters and causes whatsoever; and may have a common seal, and may change, alter and renew the same at pleasure, and by that same name shall be, and are hereby made capable in law, of purchasing, holding and conveying any estate, real or personal, for the use of the said corporation; Provided, that the said corporation shall in no case be owner of any ships or vessels, or direcıly trade or deal in any thing except bills of exchange, promissory notes, gold or silver bullion, public stocks, and such ships and vessels, goods, wares and merchandise, as shall be truly pledged to them by way of security for debts due, owing or growing due to said corporation, or purchased to secure such debts, or on the sale of goods, which shall be the produce of its land; Provided also, that the real
estate which it shall be lawful for the said corporation to hold, shall be only such as may be necessary for its immediate ac. commodation, for the convenient transaction of its business, or such as shall have been bona fide mortgaged to it by way of security for loans, for contracts made, or convcyed to it, in full or in part satisfaction of debts previously contracted in the course of its dealings, or purchased upon judgment for the purpose of bona fide securing any debt or debts due to the said corporation.
Sec. 2. And be it enacted, That the capital stock of the Amount of capisaid corporation shall be one hundred and fifty thousand dol- tal stock. lars, to be divided into shares of fifty dollars each, with the privilege of increasing the same to two hundred and fifty thousand dollars, at any time during the continuance of the charter; and that the subscription to the said capital stock be received by Ebenezer P. Rose, Charles Parker, Stacy A. Commissioners
to receive subo Paxson, William Grant and Joseph Wood; which said com- scriptions. missioners, or a majority of them, shall open books of subscription at Trenton, and the said books shall be kept open for the space of five days, giving twenty days previous notice in the newspapers published at Trenton; and upon the closing of the said books of subscription, or within five days thereafter, the said commissioners shall pay over to the directors hereinafter appointed, the whole amount of money which they or any of them may have received upon the said subscriptions.
Sec.. 3. And be it enacted, That the affairs, property and, cerns of the said corporation shall be inanaged and conducted by thirteen directors, all of whom, together with the president, shall be stockholders and citizens of the United States, and of this state, and of whom, at least eight, together with the president, shall have been resident within the townships of Trenton or of Nottingham, for at least one year immediately preceding their election; which directors shall hold their offi- Directors to be ces for one year, and shall be elected on the second Tuesday “P in April, in every year, in the banking house, at such time of the day as the board of directors for the time being shall appoint; and notice shall be given by the said directors, not less than fourteen days previous to the time of holding the said election, by an advertisement, to be inserted in one of the newspapers printed in the city of Trenton; for the well ordering of which election, the directors shall, previously thereto, appoint three stockholders, not being directors, to be judges of elections, who shall conduct and regulate the same; they shall determine whether the persons voted for, are eligible to be elected directors, and after the conclusion of the ballot, shall decide and declare who are elected directors; and the said election shall be made by such of the stockholders as shall attend for that purpose, either in per
son or by proxy, and each stockholder shall be entitled to one vote for each share of stock which he, she or they shall have held, in his, her or their names, at least three months before the time of voting; and all such elections shall be by ballot; and the persons who shall have the greatest number of votes shall be directors, who shall take an oath of office; and if it should so happen at an election, that two or more persons shall have an equal number of votes, then the said directors in office, at the time of such election, or a majority of them, shall proceed by ballot and plurality of votes, to determine which of the persons so having an equal number shall be the director or directors, so as to complete the whole number; and the directors so elected, as soon as
may be thereafter, shall proceed, in like manner, to elect one President to be of their number, by ballot, who shall be their president; and
whenever a vacancy or vacancies shall happen among the directors, by death, resignation or otherwise, such vacancy or vacancies shall be filled for the remainder of the year, by such person or persons as the remainder of the directors for the time being, or a majority of them shall appoint, and that
Stacy G. Potts, Edward S. M'Ilvaine, Samuel R. Hamilton, First directors. George Dill, Anderson Lalor, Henry W. Green, Charles
Parker, Samuel McClurg, Jasper S. Scudder, John McKelway, Robert Chambers, John A. Weart and Joseph Wood, shall be directors, and shall hold their offices respectively until the second Tuesday in April, in the year of our Lord one thousand eight hundred and thirty-five, and until others shall be chosen by the stockholders.
Sec. 4. And be it enacted, That seven directors shall constitute a quorum for the transaction of business, except in cases of discount, which shall be regulated by the by-laws of
the corporation; Provided, that no discount shall be made one good endor- of any note or notes, bill or bills, without at least one good
Sec. 5. And be it enacted, That the directors for the time Powers and du- being, or a majority of them, shall have power to make and ties of directors. prescribe such by-laws, rules and regulations, as to them shall
appear needful and proper, touching the government of the said corporation, the management and disposition of the stock, business and effects thereof; the time, manner and terms, at and upon which discounts and deposites shall be made and received by the said corporation; the duties and conduct of the officers, clerks and servants employed therein; the election of directors, and all such other matters as may appertain to the concerns of the said corporation, and shall have power to appoint as many officers, clerks and servants, for carrying on said business, and with such salaries or allowance as to them shall seem meet; Provided always, that such by-laws, rules and regulations, shall not be repugnant to the provisions or
No discounts to be made without
requirements of this charter, or to the constitution and laws of the United States, or of this state.
Sec. 6. And be it enacted, That the cashier of the said Cashier to be bank shall be annually appointed ; and that upon the ap- app pointment or re-appointment of said cashier, he shall take an oath or affirmation faithfully to perform the duties of his office, and shall give bond or bonds, with good and sufficient security in the penal sum of fifty-thousand dollars, conditioned for the faithful performance of the duties of cashier of said bank.
Sec. 7. And be it enacted, That the said corporation shall not issue bills of a less denomination than one dollar; and that the stock of the said corporation shall be considered as Stock personal personal property; and that the said stock, or the dividends properiy, and arising therefrom, shall be subject to such taxes, as all other sbject to taxabanking institutions in this state are liable to; and their real estate shall be subject to be taxed as other lands in this state are or shall be taxed; and each and every person subscribing to the capital stock of the said bank, shall pay at the time of subscribing, to the commissioners receiving subscriptions, the sum of five dollars upon every share so by him subscribed; and the directors of said company may require payments for the remaining instalments, which shall have been subscribed, at such times, and in such proportion as they, or a majority of them, shall deem fit; under the penalty of the forfeiture of all previous payments thereon; and that previous notice of the instalments required to be paid after the first, and of the time when the same are to be paid, shall be published at least thirty days in two of the newspapers printed in the city of Trenton; Provided, that no instalment to be paid at any one time shall exceed five dollars on a share.
Sec. 8. And be it enacted, That no transfer of stock of the said corporation shall be valid and effectual, until any Stock a lien for debt or debts which may be due to said company from the debts due cor
disebrood end poration. . person transfering, shall have been fully discharged, and po such transfer shall have been registered in a book or books to be kept for that purpose by the directors; and that the total amount of the debts which the said corporation shall at at any time owé, over and above the actual deposites in said bank, whether by bond, bill, note or other contract, shall not exceed double the amount of the capital paid in.
Sec. 9. And be it enacted, That the bills obligatory and of credit, under the seal of the said corporation, which shall be made to any person or persons, shall be assignable, by en- Bills and notes dorsement thereon, under the hand of such person or persons, assignable by
endorsement. his, her, or their assignee, or assignees successively, and so as to enable such assignee to bring and maintain an action thereupon, in his, her, or their name or names; and the bills or noles which may be issued by order of said corporation,
Rate of discount.
signed by the president, and countersigned by the cashier thereof, promising the payment of money to any person or persons, his, her or their order, or bearer, though not under the seal of said corporation, shall be binding and obligatory on the same, and with like power and effect as upon any private person or persons, if sued by him or them, in their private and natural capacity or capacities, and shall be assignable and negociable in like manner, as if they were issued by such private person or persons, and shall be received in payment for all debts due to said corporation; Provided, that every bill or note issued by said corporation, payable to bearer, or to any person or persons, his, her, or their order, shall be deemed and taken to be payable and demandable at
the office of said banking company. Semi-annual di- Sec. 10. And be it enacted, That it shsll be the duty of vidends to be the directors of the said corporation, to make semi-annual
dividends, of so much of the profits of. said banking company, as to them or a majority of them shall seem advisable ; but that they shall make no dividends of any part of the capital stock.
Sec. 11. And be it enacted, That the rate of discount at which loans may be made, by the said corporation, shall not exceed the legal rate of interest of this state, for the time being; Provided, that nothing herein contained shall be construed to prohibit the said company from dealing in bills of exchange, and the purchase and sale thereof.
Sec. 12. And be it enacted, That it shall be the duty of the president and cashier of the said corporation, for the time
being, under their respective oaths or affirmations, and under Annual state the seal of the corporation, annually to lay before the legisment to be laid Jature of this state, a statement of its capital stock paid in, before the legis
and of its notes, debts, and specie in hand; and if the said president and cashier shall fail to do the same, for the space of three years together, that then and from thenceforth this charter and all the privileges heseby conferred, shall cease, and be forever at an end.
Sec. 13. And be it enacted, That if at any time after the
passing of this act, the said president, directors and company, On failure to re
shall neglect or refuse, on demand being made at their bankdeem notes in ing house, during the regular hours of doing business, to spécie, banking, redeem in specie, or other lawful money, any of the bills,
notes or other evidences of debt issued by the said corporation, and which shall be due and payable, the said president, directors and company, shall, on pain of forfeiture of their charter, wholly discontinue and close their banking operations, either by way of discount or otherwise; and the said company shall be liable to pay to the holder or holders of such notes or bills, the payment whereof has been refused or delayed, upon demand as aforesaid, damages for the non
operations to be discontinued.