Assets liable for redemp Liability of directors. 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 shall be fully paid, be deemed and considered insolvent. 12. And be it enacted, That if the said corporation shall tion of notes. at any time hereafter become insolvent, the whole 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. 13. And be it enacted, That all the directors of said corporation shall be residents of this state, and shall be jointly 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 proviso. 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. distributed 14. And be it enacted, That if the assets of said corpora- Assets to be tion and the property of said directors shall prove insufficient pro rata. to redeem the whole of the said bills and notes, then the amount that shall or may be realised from said assets and property shall be distributed ratably among the holders of the said bills and notes. stockholders. 15. And be it enacted, That the stockholders of said cor- Liability of poration 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 or notes, after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, Proviso. 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 stock rectors. 16. And be it enacted, That in case of any action or suit Actions at law against any director or directors, stockholder or stock-holders or diholders, 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 denomiations thereof. 17. And be it enacted, That the bills or notes issued by Amount of issue., Quarterly statements to be published. Majority of stockholders to be residents of state. Affidavit to be filed of capital paid in. Limitation. 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, at the discretion of the court. 18. And be it enacted, That it shall be the duty of said corporation, on the first Monday of January, April, July and October, after commencing the business of banking, to publish in at least one newspaper published in the county of Burlington, a statement, under oath or affirmation, of the actual condition of said corporation, conforming as nearly as may be with the annual 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, 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 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 thirty thousand dollars of the capital stock of said corporation had been subscribed for and paid in, conformable to the provisions of this act. 21. And be it enacted, That this act shall go into effect immediately, and 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. CHAPTER CCXLIX. AN ACT relative to the Iron Bank. porators. 1. BE IT ENACTED by the Senate and General Assembly of Names of corthe State of New Jersey, That Sherman Broadwell, Horace Ayres, Ira B. Prudden, Barnabas K. Stickle, Samuel W. Corwin, Francis Lindsly, Courtland S. Hulse, James Holmes and Henry C. Pitney and their associates, shareholders in the Iron Bank, an association existing at Morristown, in the county of Morris, and organized under the provisions of an act of the legislature entitled "An act to authorize the business of banking," and their successors and assigns be and they are hereby constituted a corporation and body politic, by the name and style of the Iron Bank, and by that name shall have and exercise banking powers, and the incidental corporate powers enumerated in the first section of the act concerning corporations; provided, that the said corporation shall Proviso. not trade or deal in anything except money, bills of exchange, prommissory notes, and gold and silver bullion, stocks of the states or of the United States, and shall in no case hold any real estate, goods or chattels, except such as may be necessary for the convenient transaction of its business, or shall be mortgaged or pledged to it as security for debts, loans or contracts, or shall be conveyed or sold in full or in part satisfaction of debts previously contracted in the course of dealings, or shall be purchased upon judgment or execution for the purpose of bona fide making or securing of debt or debts due or owing to said corporation. capital stock. 2. And be it enacted, That the capital stock of said corpo-Amount of ration shall be one hundred thousand dollars, to be divided into shares of fifty dollars each; and that the owners of stock in said association so organized as aforesaid under the Former association merged in ration. Proviso. provisions of the act entitled "An act to authorize the business of banking," shall be the stockholders in the corporation created by this act, and shall hold and be entitled to the same number of shares therein that they may hold in the said association at the passing of this act. 3. And be it enacted, That the association organized as present corpo- aforesaid shall, on the passage of this act, and the acceptance of the same by the directors of the said association, and the filing in the office of the secretary of state a certificate of such acceptance signed by the president and cashier, under the seal of the association, be deemed and taken to be merged in the corporation created by this act, and from that time all the property, real and personal, of said association, shall vest in and be deemed and taken to belong to the corporation created by this act, their successors and assigns, and with the same remedies at law and in equity, in respect thereto as if the original association and subscription to the stock had been made under this act; provided, that the new corporation shall be liable for all the debts and obligations of the said association; and provided, that the bills of the said association in circulation shall be redeemed in the manner pointed out by the provisions of the aforesaid act entitled "An act to authorize the business of banking," and the supplements thereto; and that the treasurer of this state, on being presented with any amount of the registered notes of said association not less at one time than the amount by him issued upon one of the state bonds deposited with him in pledge by said association, or a multiple thereof, and canceling the same, shall deliver up to the said corporation a corresponding number of said state bonds so deposited with him, to be selected by the treasurer. Proviso. First directors. 4. And be it enacted, That the affairs of the corporation hereby created shall be conducted and managed by a board of directors, not less than nine nor more than thirteen in num. ber, all of whom shall be stockholders and citizens of this state, and who shall be annually elected in the manner hereinafter prescribed: provided, that Sherman Broadwell, Horace |