and it shall be their duty to make such examtion at least once in six months, and also at any other time when required by the directors of any branch.

and directors

branches.

Sec. 22. The president and directors of the state bank first President appointed as herein provided, shall locate each and all of the to locate the seven branches by this law authorized and established, at such place or places within this state as they, or a majority of them, shall deem proper, taking into consideration the interest of the whole state, together with the business and commercial advantages of the several points, both present and prospective, which locations shall be made so soon as practicable, but no bonus or pecuniary induce- No branch to ment shall be offered or received to influence any location. But ing house no branch shall purchase or erect any banking-house without the sent of direcapprobation and consent of the board of directors of the state bank. bank.

erect bank

without con

tors ofstate

directors of

keep office at

ernment, &c.

Sec. 23. The president and directors of said state bank shall President and constitute an executive board, with such power and control over state bank to the several branches, and subject to such restrictions and limita- seat of govtions as herein provided, and shall keep their office or bankinghouse at the seat of government of this state; but may exercise all such incidental powers as may be necessary on their part to carry into effect the object of this charter, according to its true spirit and meaning.

rectors of

when any es

branch fails

Sec. 24. Should any of the branches herein established, fail to Duty of di organize as herein contemplated, it shall be the duty of the direc- state bank tors of the state bank, once in each year thereafter, for three tablished successive years, and when thereunto required by any number of to organize. responsible persons who will pay or give security for costs and expenses, to cause the subscription books to be opened anew, and said branch or branches may proceed in all respects as the other organized branches may have done, and shall be entitled to the same privileges and subject to the same requirements and restrictions, under the direction of said executive board. And if any branch shall not organize according to the spirit of this charter, within the time above mentioned, it shall be deemed to have lost its corporate rights.

ers to receive of stock to

Sec. 25. After the directors of the state bank shall have located Commissionall the branches herein first provided for, and after having given subscriptions thirty days' notice of the time and place of opening the books branches, &e. for each branch, they shall appoint three commissioners to open

Meetings of stockholders;

ors to exhibit

statement of

affairs.

the books and receive subscriptions for stock at each of said branches, which books shall be kept open between the hours of nine and twelve o'clock A. M. of each day, for the space of ten days.

Sec. 26. There shall be a general meeting of the stockholders when direct of each branch held annually, at such time as the directors of the state bank shall direct, to which meeting the directors of the preceding year shall exhibit an exact and particular statement of the state, condition and affairs of said branch; and general meetings of the stockholders may be held at any other time when ordered by the board of directors of the branch.

Certificates of stock; transfers of

may inspect

stock book.

Sec. 27. Certificates of stock shall be issued to stockholders, stock; who signed by the president and cashier of the proper branch, and may be transferred on the books of the branch to be kept for that purpose, and not otherwise; in which case the old certificates shall be surrendered and new ones issued. No stock shall be transferred by any stockholder when any debt is due, or is then owing and to become due, whether as principal or endorser, from such stockholder, except by the consent of the directors of the branch; and such stock books shall, during the usual hours of transacting business, be kept open for the examination of any person having in his possession any note, bill or obligation on any branch then due, and the payment of which shall be refused. And in case any officer having charge of such books shall refuse to permit such examination, he shall for every offence forfeit the sum of fifty dollars, to be recovered in an action of debt by the person so refused.

Stock personal property; may be sold

Sec. 28. Stock shall be considered as personal property, and may be sold on execution, and transferred on the books of the on execution. branch by the officer selling the same, but in all cases shall be subject to a lien in favor of the bank for all debts bona fide due or then owing and to become due from the owner, either as principal or endorser.

Certain stockholders

Sec. 29. After the first election no stockholder who shall not not entitled have held his stock for which he votes for three calendar months

to vote;

number

of votes limited.

previous to the day of election, shall be entitled to vote; and the number of votes to which stockholders shall be entitled in voting for directors, shall be in the proportion following, that is to say: for each and every share not exceeding four, one vote; for every two shares above four shares, and not exceeding thirty, one vote;

for every four shares above thirty, and not exceeding ninety, one vote; for every six shares above ninety, and not exceeding one hundred and fifty, one vote; and for every ten shares above one hundred and fifty, one vote. But no person, copartnership or corporation, shall be entitled to a greater number than one hundred votes. In all elections votes may be given either in person or by Voting by proxy, but no person shall vote by proxy more than one hundred votes, and no individual stockholder who shall be a resident of the county where the election is to be held, at the time of such election, shall vote by proxy, unless in case of unavoidable absence, except females or minors.

proxy.

state bank to

election of

branches.

Sec. 30. The directors of the state bank shall have power to Directors of regulate the manner of holding elections for directors of the regulate branches, and may, if necessary, change and fix the time of hold- directors of ing the same; of all which elections reasonable notice of time and place shall be given; and in case an election of directors shall not be made on the day when the same should have been, the directors of the state bank shall order a new election. No failure Failure to to elect any of the directors of the state bank, or any branch ors of state thereof, shall be considered a dissolution of this corporation, but branches. the directors for the time being shall continue to hold and exercise their offices until their successors are chosen and qualified.

elect direct

bark or

be kept with

Sec. 31. The directors of the state bank shall cause to be opened Accounts to and kept by their clerks, accounts with each branch, showing the branches. operations of each, and keeping constantly in view their business and condition, which shall be, at all reasonable times, open to the inspection of any person or persons authorized by the legislature to inspect the same. And they shall likewise keep a fair record Record of of all their proceedings, in which all their orders, votes, and reso- &c. lutions shall be entered, with the ayes and noes on all questions, which shall be open to like inspection.

proceedings,

of state

apportioned.

Sec. 32. The directors of the state bank shall apportion among Expenses the several branches all the expenses of the state bank, including bank to be the salary of the president and all other officers, agents, directors, and all other general and incidental expenses, which shall be according to the amount of stock in each, and they shall have power to demand and receive the same; and it shall be their duty to keep To keep original and preserve the original books of subscription of stock, and to books of cause to be returned to them from each branch, every six months, &c. a statement of all transfers of stock made the preceding six months.

subscription,

Procure

plates, &c.;

Sec. 33. It shall be their duty to procure and take charge of certificate of the plates on which the paper of said bank shall be printed, and of defaced they shall cause a sufficient amount thereof, from time to time,

destruction

bills.

When direc

tors of state bank may suspend busi

appoint receiver to close its affairs.

to be printed, and they shall deliver, on the order of the board of directors of each branch, such an amount of such paper as shall be in accordance with the spirit and meaning of the charter, and the amount of the capital actually paid in at such branch, except when more shall be wanted to replace that which may have been worn out, defaced or lost, in which case, all paper so defaced shall be returned to said board of directors of the state bank and destroyed in presence of a majority of the directors, who shall sign a certificate of such destruction, which certificate shall be recorded in the books of said bank kept for such purpose; and they shall give no other or greater amount for paper lost, than they shall have good reason to believe is actually lost by circulation or otherwise.

Sec. 34. The directors of the state bank shall have power, whenever they shall ascertain in any manner that any branch is branch and insolvent, or is mismanaging its affairs, whereby the interest of the other branches is endangered, or that a branch hath violated any of the provisions of this act, or any other act binding upon 'them, or that any branch hath neglected or refused to comply with any legal order or direction of the board of directors of the state bank, and it is hereby made the duty of the said board forthwith to suspend the business of such branch, and the power of the branch directors over the same; and if the interest of the state, or the safety of the other branches requires it, to close up the affairs and business of said branch entirely; and to effect the same, they are hereby vested with power to appoint a receiver or receivers, who shall, under their direction and control, collect and receive the rights, credits and effects due such branch, and turn them into available funds, to settle adjust and pay off the debts due by such branch; and if any portion of the capital stock of such branch, or stock notes given therefor, shall be unpaid, to sue for and collect the same; and also all contributions required from stockholders under the provisions of the sixty-fifth section of this act, or so much as shall be necessary to meet the demands against said branch.

Sec. 35. A copy of the order suspending or closing any branch, and appointing a receiver or receivers to take charge of the same,

der sufficient

receiver to act

cers of branch retusing to obey order may be

indicted.

signed by the president and attested by the clerk of said board Copy of orand the seal of said state bank, shall be sufficient to authorize authority for such receiver to seize and take charge of the same, and all offi- upon Offi cers, stockholders, servants, and agents of such branch shall be required to obey and submit to the same, and in default may be indicted for misdemeanor and fined and imprisoned at the discretion of the court trying the same; and any person fraudulently Concealing holding and concealing any of the property or effects of such such branch. branch from such receiver, shall, upon conviction thereof before any court of competent jurisdiction, be fined in any sum not exceeding one thousand dollars and sentenced to hard labor in the state prison for any term of time not less than one year nor more than ten years.

property of

pay debts of

branch.

Sec. 36. It shall be the duty of the directors of the state bank State bank to to provide for the payment of all the debts of a failing branch failing that shall remain due after all the property, real and personal, rights, credits and effects, and all the stock of such failing branch and the contribution of its stockholders shall have been applied; and for that purpose they are hereby authorized to call on the other branches for their respective proportions; arranging at the time of making such calls, so that the whole amount of such debt shall be paid within one year after such failing branch shall have been suspended; and if it shall so happen that the property, stock, contributions, or effects of such failing branch, shall not by that time have been turned into available means, the same shall be collected and distributed among the several branches to meet the advances by them made to pay the debts of such failing branch. The notes and certificates which shall have been issued by any Notes of, insolvent branch shall be received at par in the payment of debts due any other branch or to the state, and shall not thereafter be re-issued for circulation.

to be received at par.

paying debts,

payment of

in preference

Sec. 37. After the payment of all demands against a failing Effects, after branch, if any of its effects, of whatever kind or description, shall applied in remain, the same shall be first applied to the payment of the state state stock, stock therein, and shall be divided among the other branches and to individual used as capital in the same, as so much state stock; and if any residue should still remain, it shall be paid over to the other stockholders in their due proportions.

stock.