Cashier to give bond.

Notes and bills negotiable.

Dividends.

county, and that no installment of more than five dollars on each share shall be called in at one time, nor shall said installments be required to be paid nearer than within ten days of each other.

6. And be it enacted, That there shall be a cashier of said bank appointed or re-appointed annually, liable, however, to be removed and another appointed in his stead, at the pleasure of said board of directors; and upon such appointment or re-appointment, he shall, before entering upon the duties of his office, take an oath or affirmation faithfully to perform the duties of his office, and shall give bond or bonds, with good and sufficient security, to be approved of by the board of directors, in the penal sum of at least twenty thousand dollars, conditioned for the faithful performance of his duties as cashier of said bank.

7. And be it enacted, That the said corporation shall not issue bills or notes of a less denomination than one dollar; and the bills or notes which may be issued by said corporation, signed by the president and countersigned by the cashier, promising the payment of money to any person or persons, his, her or their order, or to bearer, although not under the seal of said corporation, shall be binding and obligatory on said corporation, and of like force and effect, and shall be assignable and negotiable in like manner as if made by a natural person or persons; and all bills obligatory and of credit, under the seal of said corporation, which shall be made for the payment of money to any person or persons, shall be assignable by assignment endorsed thereon, under the hand or hands of such person or persons, and his, her or their assignee or assignees successively; and all bills or notes, bills obligatory or of credit, made or issued by said corporation, shall be deemed and taken to be payable and demandable at the banking house of said corporation, and at such other place or places as the laws of this state may direct.

8. And be it enacted, That it shall be the duty of the board of directors of the said corporation to make semi-annual dividends of so much of the profits of the business of said cor

poration as the said board may deem advisable; but no dividend shall be made of any part of the capital stock.

Rates of discount.

9. And be it enacted, That the rate of discount at which loans may be made by said corporation, shall not exceed the legal rate of interest in this state for the time being; provided, Proviso. that nothing herein contained shall be construed to prohibit the said corporation from dealing in bills of exchange and the purchase and sale thereof.

registered.

10. And be it enacted, That no transfer of the stock of Transfers to be said corporation shall be valid and effectual until any debt or debts which may be due to said company from the person or persons, or any of them transferring, shall have been fully discharged, nor until such transfer shall have been registered in a book or books to be kept for that purpose by the board of directors.

if notes are

11. And be it enacted, That if at any time the said cor- Charter vold poration shall neglect or refuse, on demand being made at not redeemed. their banking house during the regular hours of business, to redeem in lawful money any of the bills or notes issued by said corporation, and which shall then be due and payable, the said corporation shall thereupon, under pain of forfeiting its charter, wholly discontinue and cease from banking operations until such bills or notes shall be fully paid; and shall, until such bills or notes be fully paid, be deemed and considered insolvent.

Assets liable for payment

12. And be it enacted, That if the said corporation shall at any time hereafter become insolvent, the whole of the of notes. assets of said corporation at the time of its becoming insolvent, shall be first liable for its bills or notes then in circulation, and shall be first applied to the payment thereof; and in case of a distribution of the assets of said corporation among the creditors thereof, under the order or decree of the court of chancery or other court, the holders of such bills or notes shall be equal in priority, and shall have a preference over all the other creditors.

directors.

13. And be it enacted, That all the directors of said cor- Liability of poration shall be residents of this state, and shall be jointly

Proviso.

Amount of as

and severally liable for the payment of all the bills or notes of said corporation which may be in circulation at the time of its becoming insolvent, and may be jointly or severally prosecuted at law or in equity, by any receiver or receivers that shall or may be appointed, for the payment of any such bills or notes, as if the same were their joint and several bills or notes executed by them in their individual capacity; and it shall not be lawful for any director of said corporation to resign his office to avoid such liability; and if any director shall so attempt to resign his office, he shall be and continue liable the same as if no such resignation had been attempted; and such liability of directors shall continue after they cease to be directors, either by resignation or otherwise, if the said corporation was insolvent when they ceased to be directors; and it shall not be lawful for any director to assign or transfer his stock or other property to avoid such liability; and in case of the payment of any such bills or notes by any of said directors, the other directors who may be liable, shall account in the same way as other joint debtors are accountable to each other; provided, that no property that shall or may be levied on or taken in execution under or by virtue of any judgment or decree in favor of any receiver or receivers, under the provisions of this act, shall be sold until after the expiration of four months from the date of said judgment or decree.

14. And be it enacted, That if the assets of said corporaRets to be dis- tion and the property of said directors shall prove insufficient

tributed pro

rata.

Liability of stockholders.

Proviso.

to redeem the whole of said bills and notes, then the amount that shall or may be realized from said assets and property, shall be distributed ratably among the holders of said bills and notes.

15. And be it enacted, That the stockholders of said corporation at the time of its becoming insolvent, other than said directors, shall be jointly and severally liable to any receiver or receivers that shall or may be appointed as aforesaid, to an amount sufficient to redeem the said bills and notes after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, that no

stockholder other than said directors shall be made liable to an amount exceeding the par value of the stock held by him at the time said corporation becomes insolvent; and if that amount shall not be required for the full redemption of said bills and notes, then the said stockholders shall be liable in the ratio of the said stock so held by them, and it shall not be lawful for any such stockholder to assign or otherwise transfer his stock or other property to avoid such liability.

against direc

16. And be it enacted, That in case of an action or suit at Actions law against any director or directors, stockholder or stock-holders. holders, under any of the preceding sections of this act, the receiver or receivers may declare generally for money had and received; provided, that a schedule shall be annexed to Proviso. the said declaration, setting forth that the said action or suit is under and by virtue of the provisions of this act, specifying the aggregate amount claimed, the names of the president and cashier subscribed to the bills or notes declared on, and the numbers and denominations thereof.

issue.

stock

17. And be it enacted, That the bills or notes issued by Amount of said corporation, shall not at any time exceed double the amount of its capital stock actually paid in; and if the president or cashier thereof, shall knowingly or wilfully issue, or cause or suffer to be issued, bills or notes of said corporation exceeding double the amount of its capital stock actually paid in, such president or cashier shall be deemed guilty of a misdemeanor, and on conviction thereof, shall be punished by imprisonment, not less than one year nor more than five years, in the discretion of the court.

be published.

18. And be it enacted, That it shall be the duty of said statements to corporation after commencing the business of banking, to publish in at least two newspapers published or circulating in the county of Atlantic, a statement, under oath or affirmation, of the actual condition of said corporation, conforming as nearly as may be with the annual and quarterly statements now required by law; and shall, within ten days after making such statement, forward a duplicate thereof to the secretary of state, to be by him filed in his office; and if any president,

Stockholders

to be residents

Affidavit to be made of pay

tal stock.

cashier or director shall, knowingly and wilfully, falsely swear or affirm to any such statement, he shall be deemed guilty of perjury, and be liable to the pains and penalties thereof.

19. And be it enacted, That a majority of the stockholders shall be residents of this state.

20. And be it enacted, That it shall not be lawful for the ment of capi said corporation to issue any bills or notes, or otherwise enter upon the business of banking, until an affidavit or affidavits shall have been made and filed in the office of the secretary of state, stating that at least twenty-five thousand dollars of the capital stock of said corporation had been subscribed for and paid in, in specie, conformable to the provisions of this

Limitation.

act.

21. And be it enacted, That this act shall continue in force for twenty years, but it shall be lawful for the legislature at any time hereafter to alter, modify or repeal the same whenever in their opinion the public good shall require it. Approved March 22, 1860.

Names of cor porators.

CHAPTER CCXLVIII.

AN ACT to incorporate the Beverly Bank, at Beverly, in the county of Burlington.

1. BE IT ENACTED by the Senate and General Assembly of