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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 deposits 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 salaries and allowances, as to them shall seem meet; provided always, Proviso. that such by-laws, rules, and regulations shall not be re. pugnant to the provisions and requirements of this charter or to the constitution and laws of the United States or of this state; and provided further, that the president, cashier, Proviso. and other officers of the said bank shall, at the time of entering upon their stations, take an oath or affirmation faithfully to perform the duties of their respective offices; and the cashier shall give bond, with good and sufficient security, in the penal sum of twenty thousand dollars, conditioned for the faithful performance of the duties of such cashier, and the clerks shall also give bonds, in like manner, for such amount as the directors shall order; but it shall be the duty of the directors, as often as once in every year, to pass upon the sufficiency of the said bonds, and if any are not sufficient, in their opinion, to require new and additional bonds and securities to be given; and provided Proviso. further, that all appointments made by the directors shall be held at the pleasure of the board.
6. And be it enacted, That the said corporation shall not Payment of issue bills of a less denomination than one dollar; and that the stock of said corporation shall be considered as personal property, and that the said stock, or the dividends arising therefrom, shall be subject to such taxes as all the other banking 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 the directors of said
Transfers of stock.
Bills to be assignable
company may require payment for instalments upaid, at such times, and in such proportions 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 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 Newark.
7. And be it enacted, That no transfer of stock of the said corporation shall be valid and effectual until any debt or debts which may be due to said company from the person transferring shall have been fully discharged, and 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 any time owe, over and above the actual deposits in said bank, shall not exceed the sum of the capital stock subscribed and actually paid into the said bank.
8. And be it enacted, That the bills obligatory and of and negoti- credit under the seal of the said corporation, which shall
be made to any person or persons, shall be assignable by indorsernent thereon, under the hands of such person or persons, his, her, or their assignee or assignees, to bring and maintain an action thereupon in his, her, or their name or names; and the bills or notes which may be issued by order of said corporation, 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 negotiable in like manner as if they were issued by such private person or persons, and shall be received in pay. ment 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,
or bearer, shall be deemed and taken to be payable and demandable at the office of the said banking company.
9. And be it enacted, That is shall be the duty of the di. Dividends. rectors of the said corporation to make semi-annual dividends of so much of the profits of said bank as to them, or a majority of them, shall seem advisable, but that they shall make no dividend of any part of the capital stock.
10. And be it enacted, That the rate of discount at which Rate of disloans may be made by the said corporation shall not exceed the rate of interest authorized by the laws of this state, for the time being; provided, that nothing herein Proviso. contained shall be construed to prohibit the said company from dealing in bills of exchange and the purchase and sale thereof.
11. And be it enacted, That it shall be the duty of the Annual president and cashier of the said corporation for the time be made. being, under their respective oaths or affirmations, and under the seal of the corporation, annually to lay before the legislature of this state a statement of its capital stock paid in, and of its notes, debts, and specie on hand; and if the said president and cashier shall fail to do the same for the space of one year, that then and from thenceforth this charter and the privileges hereby conferred shall cease and be forever at an end.
12. And be it enacted, That if at any time after the pas- Charter void sage of this act the said president, directors, and company not redeemshall neglect, on demand being made at their banking house during the regular hours of doing business, to redeem in specie or other lawful money of the United States, their said bills, notes, or other evidences of debt issued by the said corporation, the said president, directors, and com. pany shall forfeit their charter forever, and wholly discontinue and close their banking operations, either by way of discount or otherwise; and the said bank shall be liable to pay 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-payment thereof, at and after the rate of ten per centum per annum from
if bills are
Assets liable for redemp
the time of such demand until the same shall be paid as aforesaid or otherwise satisfied.
13. And be it enacted, That if the said corporation shall, tion of bills 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, 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. Liability of 14. And be it enacted, That all the directors of said cor
poration 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 pay. ment 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 have ceased to be directors, either by resignation or otherwise, if 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
15. And be it enacted, That if the assets of said corpora. Amount of
16. And be it enacted, That the stockholders of said cor- Liability of poration at the time of its becoming insolvent, other than ers. 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, Proviso. shall be made liable to an amount exceeding the par value of the stock held by him at the time said corporation be. comes insolvent; and that 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. 17. And be it enacted, That in case of an action or suit at Actions
against di. law against any director or directors, stockholder or stock- rectors or holders, under any of the preceding sections of this act, the ers. 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.
18. And be it enacted, Tbat 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