capital stock, nor hold its own

stock.

company, unless such purchase shall be necessary to prevent loss or other capital upon a debt previously contracted in good faith, on security which at the time was deemed adequate to insure the payment of such debt, independent of any lien upon such stock; and stock so purchased shall in no case be held by the bank so purchasing, for a longer period of time than six months, if the same can be sold for what the stock cost, or at par.

Certificate:

what to specify.

Certificate may be used as evidence.

Powers of association.

(2183.) SEC. 2. Such person or persons, under their hands and scals, shall make a certificate in writing, which shall specify:

First. The name assumed to distinguish such association, and to be used in all its dealings;

Second. The place where the operations of discount and deposit of such association are to be carried on, designating the particular county, city, town, or village, at which place such person or associashall keep an office for the transaction of its business and for the redemption of its circulating notes;

Third. The amount of the capital stock of such person or association, and the number of shares into which the same is divided; Fourth. The name and place of residence of the shareholders, and the number of shares held and owned by each of them, respectively;

Fifth. The period at which such association shall commence and terminate, and which period shall not exceed thirty years;

Sixth. The names and place of residence of the several directors and officers, and the number of shares of the capital stock of such association owned and held by each of such directors and officers; which certificate shall be proved or acknowledged and recorded in the office of the register of deeds of the county where any office of such association shall be established, and a copy thereof filed in the office of the Secretary of State.

(2184.) SEC. 3. The certificate required by the last preceding section to be recorded in the office of the register of deeds of the county and filed in the office of the Secretary of State, as aforesaid, or copies thereof duly certified by either of said officers, may be used as evidence in all courts and places, for and against such person or association.

(2185.) SEC. 4. Such association, when so organized, shall have power to carry on the business of banking, by discounting bills, notes, and other evidences of debt; by receiving deposits; by buying and selling gold and silver bullion, foreign coins, and bills of exchange; by loaning money on personal security, and by exercis

may be taken.

ciation.

of directors.

ing such incidental powers as may be necessary to carry on such association or business: Provided, That it shall not be lawful for What interest any such association to take or receive more than the legal rate of interest, in advance on its loans and discounts; to elect from their officers of assonumber a board of directors not exceeding nine, who may choose out of their number a president and vice president, and appoint a cashier, teller, and such other officers and agents as their business may require, and remove such president, vice president, cashiers, tellers, officers, and agents at pleasure, and appoint others in their place. The directors first elected shall hold their offices till the Terms of office first Monday of June next after their election, and until their successors are elected; and all subsequent elections shall be held Annual elections annually, on the first Monday of June, and the directors then elected shall hold their offices until their successors are elected. Any vacancies in the board may be filled by the remaining directors; and if, from any cause, an election for directors should not be Vacancies; how held on the day appointed, the bank, for that cause, shall not be dissolved, but an election may be held on any subsequent day, thirty days' notice having been given in a newspaper printed in the county where the bank is located, and in a paper printed in Detroit. Each share shall entitle the owner to one vote, but he shall have no vote while any of his paper or liabilities are past due and unpaid. Stockholders may vote by proxy, duly authorized in How stockholdwriting.

filled.

ers to vote.

deemed personal property, and

transferable.

(2186.) SEC. 5. The shares of such association shall be deemed shares to be personal property, and shall be transferable on the books of the association in such manner as the by-laws thereof may direct; but no transfer of stock shall be valid against the bank so long as the registered holder thereof shall be liable either as principal, debtor, surety, or otherwise to the company, for any debt which shall be due and unpaid; nor in such case shall any dividend, interest, or profits be paid on such shares so long as such liabilities continue, but all such dividends, interests, or profits shall be retained by the bank, and applied to the discharge of such liabilities; and no stock shall be transferred upon the books of any bank, without the consent of a majority of the directors, while the registered holder thereof is indebted to the bank. Such association shall not be dissolved by the death, removal, or insanity of any of the shareholders therein.

(2187.) SEC. 6. It shall be lawful for any person or association of Increase of capipersons organized under this act, by their articles of association, to of a socistes.

tal, and number

Contracts,
notes, and bills,
how signed.

corporate.

provide for an increase of their capital, and of the number of their associates from time to time, as they may provide in their articles of association; certificates of which shall be recorded in the office of the register of deeds of the county, and filed in the office of the Secretary of State.

(2188.) SEC. 7. Contracts made by any such association, and all notes and bills by them issued and put in circulation as money, shall be signed by the president or vice president and cashier thereof. Every bank authorized to carry on the business of banking under Bank to be body this act, shall be and constitute a body corporate, with succession for the period provided by the certificate of association; and by its corporate name shall be competent to contract, prosecute, and defend suits and actions of all kinds, in all courts, and have a common seal, and alter it at pleasure, and by its corporate name be capable of purchasing, holding, and conveying any estate, real or personal, subject to the restrictions contained in this act. Process against such bank shall be served on its president or cashier, or by leaving an attested copy at its banking house during banking hours, with the teller or clerk, or other officer of the bank.

How process served upon bank.

Powers of association to purchase and sell real estate.

Restrictions thereon..

(2189.) SEC. 8. It shall be lawful for any such association to purchase, hold, and convey real estate for the following purposes: First. Such as shall be necessary for its immediate accommodation in the convenient transaction of its business;

Second. Such as shall be mortgaged to it in good faith, by way of security for loans previously made by, or moneys due to, such association;

Third. Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings;

Fourth. Such as it shall purchase at sales under judgments, decrees, or mortgages, held by such association; but such association shall not bid at said sale a larger amount than is necessary to satisfy their debts and costs.

(2190.) SEC. 9. The said association shall not purchase, hold, or convey real estate in any other case or for any other purpose; and all conveyances of such real estate shall be made to such association in the name mentioned in the article of association; and such association may sell and convey the same free from any claim thereon against any of the shareholders, or any person claiming under them, by an instrument under the hand and seal of the president or vice president and cashier of said association, duly acknowledged.

lic stocks to be

Treasurer.

(2191.) SEC. 10. Whenever any person or association of persons Deposits of pubformed for the purpose of banking under the provisions of this made to State act, shall legally transfer to the State Treasurer any portion of the public debt now created or hereafter to be created by the United States, or the funded debt of this State, or that hereafter may be funded, or the public debt now created or that may be created by the State of New York, either of the New England States, Pennsylvania, Indiana, Illinois, Ohio, or Kentucky, bearing interest, and upon which interest is paid, such person or association of persons shall be entitled to receive from the State Treasurer an amount of circulating notes of different denominations as may be desired by Upon deposit of such person or association, equal to one hundred per cent of the ting notes to be securities thus transferred, and such securities or public debt shall in all cases be or be made equal to a stock of this State producing six per cent interest per annum; and it shall not be lawful for the State Treasurer to take such stock at a rate above ninety-five per cent of its par value, nor above ninety-five per cent of its current Stocks not to be market value, to be determined by the average value of such trust above 95 per cent funds at the stock exchange in the city of New York for four weeks of par value. next preceding the time of the receipt thereof by the said Treasurer.

stocks, circula

issued.

received at

notes to be en

urer with affida

(2192.) SEC. 11. All persons and associations of persons organ- Circulating ized under this act, and intending to commence the business of graved and banking, shall, before commencing such business, cause to be printed. engraved and printed in the best manner, to guard against counterfeiting, such quantity of circulating notes in the similitude of bank notes, in blank, of the different denominations authorized by this act, as he or they may require, and shall deliver the same to the State Treasurer, and shall at the same time deliver into the custody of said Treasurer all the plates used in printing such circu- Notes and plates lating notes, accompanied by affidavits of the engraver and of the to State Treas printer of such notes, and of the person delivering such circulating vits of engraver notes and plates, showing that no other such circulating notes have been printed from said plates than those delivered to the said Treasurer; and that all the plates used in printing said circulating notes have been delivered to the said Treasurer; and any person who shall in any such affidavit swear or affirm false, shall be liable to all the pains and penalties for willful and corrupt perjury. It shall be the duty of such Treasurer to receive and safely keep the keep plates and plates thus delivered to him, and shall, from time to time, cause to be printed from said plates, at the expense of such bank, association, or banker, such notes in blank, and of such denomination, as is by

and printer.

Treasurer to

issue bills.

Notes to be

countersigned,

law allowed, and as the bank, association, or banker owning such plates may require, not exceeding the amount authorized by this act. Such blank circulating notes shall be countersigned, numnumbered, and bered, and registered in proper books to be provided and kept for that purpose in the office of said Treasurer, under his direction, by such person or persons as said Treasurer shall appoint for that purpose, so that each denomination of such circulating notes shall bear the uniform signature of such register, or one of them.

registered.

Such circulating notes when

issued as money.

(2193.) SEC. 12. Such person or association of persons are signed may be duly authorized, after having executed and signed such circulating notes in the manner required by law, to make them obligatory promissory notes, payable on demand at the place of business within this State of such person or association, to loan and circulate the same as money, according to the ordinary course of banking business as regulated by the laws and usages of this State.

Notes to be stamped.

How notes inay

be protested.

(2194.) SEC. 13. The bills or notes so to be countersigned as aforesaid, shall be stamped upon their face, "Secured by pledge of public stock."

(2195.) SEC. 14. In case the maker or makers of any such cir4 Mich. Rep. 27. culating notes, countersigned and registered as aforesaid, shall at any time, on lawful demand, during the usual and regular banking hours of business, at the place where such note or notes are payable, fail or refuse to redeem such notes in gold when the amount is over ten dollars, in gold or silver when the amount is under ten dollars, the holder of such note or notes making such demand may cause the same to be protested in one package for non-payment, by a notary public, in the usual manner; and the Treasurer, on receiving and filing such protest, shall forthwith give notice in writing to the maker or makers of such How redeemed note or notes to pay the same; and if he or they shall omit to do so after such notice, the Treasurer shall immediately thereupon (unless he shall be satisfied that there is a good and legal defense against the payment of such note or notes), give twenty days' notice in some newspaper published at the seat of government, and in one published in the county where such person or association keeps an office, if there be one, that all the circulating notes issued by such person or association will be redeemed out of the trust funds in his hands for that purpose:

by State Treas

urer.

Treasurer may

sell stocks.

First. The State Treasurer is authorized and required to sell at public sale in New York city, or at private sale within twenty days, so much of any stocks deposited with him as shall be necessary to redeem any notes of said bank, whether protested or not;