modify or repeal the same whenever in their opinion the public Names of corporators. Corporate name. CHAPTER CXXXIII. An Act to incorporate the Mercer County Bank of Trenton. 66 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Alfred S. Livingston, Edward H. Stokes, John Taylor, Alfred Muirheid, Crowell Marsh, John G. J. Campbell, Levi S. Atchley, Joseph H. Moore, William R. Titus, James B. Green, Scudder H. Cook, Joseph B. Yard, Baltes Pickel. Joseph B. Richardson, Thomas C. Pearce, John N. Lindsay and William A. Hendrickson, and their associates, be and they are hereby created a body politic and corporate, by the name of the Mercer County Bank of Trenton," and by that name they shall have and exercise. Banking pow-banking powers and the incidental corporate powers enumerated in the first section of the act concerning corporations; provided, that the said corporation shall not trade or deal in anything except money, bills of exchange, promissory notes and gold or silver bullion, and shall in no case hold any real estate, goods, wares, merchandise, 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 purchased upon judgment or execution for the purpose of securing or obtaining payment of any debt or debts due to said corporation. ers. Proviso. Amount of capital stock. 2. And be it enacted, That the capital stock of the said corporation shall be two hundred thousand dollars, with liberty to increase it to five hundred thousand dollars, and shall be divided in shares of fifty dollars each; that Alfred S. Commission Livingston, E. H. Stokes, William R. Titus, Baltes Pickel, ers to receive Scudder H. Cook, Joseph B. Yard, Alfred Muirheid, John Taylor and Thomas C. Pearce, or a majority of them shall be and they are hereby appointed commissioners to open at subscriptions. the City of Trenton, books of subscriptions for, and to receive subscriptions to, said capital stock, giving at least ten days' notice in at least three of the newspapers printed in the county of Mercer, of the time and place of receiving said /subscriptions; that the said books, after having been opened, shall be kept open for three successive days, unless the amount of said capital stock shall be sooner subscribed for; that at the time of subscribing for said stock the respective subscribers shall pay to said commissioners five dollars upon each share subscribed for, and that the said corporation shall have liberty to commence business as soon and not before, fifty thousand dollars shall be actually paid in cash. officers. 3. And be it enacted, That the affairs of the said corpora- Directors and tion shall be managed by a board of eleven directors, a majority of whom shall be a quorum for the transaction of business except in cases of discount, which may be regulated by the by-laws; that said directors shall be stockholders and residents of this state, and shall before entering upon the duties of the said office, severally take and subscribe an oath. or affirmation, faithfully to execute the trust reposed in them as directors; that the directors shall hold their office for one year, and until their successors shall be chosen and qualified; that the annual election of directors shall be held on the second Tuesday in January in every year, at the banking house of said corporation, at such time as the board of directors shall appoint, of which election at least fourteen days notice shall be given by the directors, by an advertisement in one or more of the newspapers published in the county of Mercer; that the said election shall be by ballot, those having the greatest number of votes to be deemed elected, and shall be elected by such of the stockholders as may attend in person or by proxy, each stockholder being entitled to one vote for each share of stock standing in his or her name on the books of the corporation, for thirty days at least, next preceding such election; that for the well-ordering of said election, the board of directors shall previously thereto, appoint three stockholders, not being directors, to be judges thereof, who shall conduct said election and determine the legality of votes, the eligibility of persons voted for, and and who shall be elected; and in all cases of an equality of votes between two or more persons voted for, thereby preventing an election of a full board, the said judges, or a majority of them, shall thereupon select from those not elected having Failure to elect not to dissolve. rectors, &c. the highest number of votes, as many as may be required to make up the full number of eleven directors; and the directors so elected shall, at the first meeting thereafter, when a quorum shall be present, elect one of their number to be president, as well of their board as of the said corporation; and whenever a vacancy shall occur in said board of directors, by death, resignation or otherwise, such vacancy may be filled for the remainder of the year by the board of directors; and if at any time it shall happen that an election. of directors shall not take place at the time above required, the said corporation shall not for that reason be deemed to be dissolved, but an election for directors shall in such case be held as soon as conveniently may be thereafter, upon like notice as above directed, and at the place and in the mode above specified. Election of di- 4. And be it enacted, That as soon as conveniently may be, after the sum of fifty thousand dollars of said capital stock is subscribed, and actually paid in cash, the said commissioners, or a majority of them, shall call a meeting of the subscribers to said capital stock, in Trenton, to elect the first board of directors, by giving at least ten days' notice of the time and place of said meeting, by advertisement in at least two papers published in the county of Mercer; and at such meeting the said commissioners, or a majority of them, shall be the judges of the said first election, and shall have the same powers as the judges of the annual election of directors; and they shall conduct said first election as near as may be in the manner hereinbefore prescribed for said annual elections, such of the subscribers as may attend said meeting in person or by proxy, being entitled to one vote for each share of stock respectively subscribed for by them; and said first board of directors shall, as soon as conveniently may be after said election, organize by electing a president in the manner herein before prescribed for the election of a president, and shall also elect a cashier; and after the said board shall be thus organized, it shall be the duty of said commissioners to pay over to the said board all the moneys received by them for subscriptions to said capital stock, deducting and retaining therefrom only the necessary expenses incurred by them, and the receipt of the said president and cashier, in behalf of said board of directors, for said moneys, shall be full and absolute acquittance and discharge therefor, and said board of directors shall hold their offices until the second Tuesday in January, in the year one thousand eight hundred and seventy-one, and until their successors are chosen and qualified. installments 5. And be it enacted, That the capital stock shall be Failure to pay deemed personal property, and shall be subjected to such to work a fortaxes as all other banking institutions of this state are feiture. liable to, and the real estate of said corporation may be taxed as other lands in this state are or may be taxed; and that the board of directors for the time being shall have full power to call in the residue of the subscriptions to the said capital stock by such installments and at such times as the board may think proper, under the penalty of the holders of said. stock forfeiting to the said corporation all previous payments thereon, which forfeiture may be made and declared by order or resolution of said board; provided, that at least twenty Proviso. days' previous notice of the time and place for the payments of said installments shall be given by advertising in at least two papers published in the county of Mercer, 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 within less than twenty days of each other. 6. And be it enacted, That there shall be a cashier of said Cashier. bank appointed or re appointed annually, liable, however, to be removed and another appointed in his place, at the pleasure of the said board of directors; and on such appointment or reappointment, the said cashier shall, before entering on the duties of his office, take an oath or affirmation faithfully to perform the duties of his office, and shall give bond with good and sufficient security to be approved by the board of directors in the penal sum of at least thirty thousand dollars, conditioned for the faithful performance of his duties as cashier of said bank. notes issued 7. And be it enacted, That the said corporation shall not All bills and issue bills or notes of a less denomination than one dollar; binding on the and the bills or notes which may be issued by said corporation, 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, and all bills obligatory and of credit under the seal of said corporation, which shall be made for the pay Semi-annual dividends. Rate of discount. Proviso. No transfer of stock made by persons in debted to corporation. Refusal to redeem is to de operations. ment of money to any person or persons, and his, her and their assignee or assignees, and all bills or notes, bills obligatory or of credit, made or issued by said corporation, shall be deemed and taken to be demandable and payable at the banking house of said corporation. 8. And be it enacted, That it shall be the duty of the board of directors of said corporation to make semi-annual dividends of so much of the profits of the business of said corporation as the board shall deem advisable, but no dividend shall be made of any part of the capital stock. 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, that nothing herein contained shall be construed to prohibit the said corporation from dealing in bills of exchange and the purchase and sale thereof. 10. And be it enacted, That no transfer of the stock of said corporation shall be made by any stockholder from whom any debts due to the said bank, or who is the drawer or endorser of any bill of exchange or note discounted and held by said bank, when said bill of exchange or note is due, without the consent of the said board of directors, but such stock shall be and remain liable for the payment of such notes or bills of exchange. 11. And be it enacted, That if at any time the said corbar banking poration shall refuse or neglect, on demand being made at their banking house during the regular hours of business, to redeem in lawful money any of the bills or notes issued by it, and which may then be due and payable, the said corporation shall thereupon, under the pain of forfeiting its charter, wholly discontinue and cease from banking operations until such bills or notes are fully paid; provided, that the provisions of the act entitled "An Act to suspend the penalties of the non-redemption in specie of bank notes," approved March twenty-fourth, eighteen hundred and sixty two, and the supplement thereto, approved March sixth, eighteen hundred and sixty-three, be and continue in force in relation to the bank incorporated and chartered by this act Proviso. Assets first liable for bills in case of failure. 12. And be it enacted, That if the said corporation hereafter become insolvent, the whole assets of said corporation at the time of its becoming insolvent shall be first liable for its bills and notes then in circulation, and shall be first applied to the payment thereof, and in case of a distribution of |