Order to close branch,

vote, &c.

ing, &c.

Sec. 38. Any order of the board of directors to suspend or a two-third close a branch shall be carried by at least the votes of two-thirds the members present at some meeting, to attend which all the members of the board shall have been notified, together with the object of such meeting; and the question shall be taken by the ayes and noes, and the same shall be recorded on the minutes of the board. The order of the board of directors of the state bank, Its effects up suspending any branch, shall likewise have the effect to suspend all suits, judgments, orders, decrces and executions, for any claim or demand which said branch should have paid; nor shall any suit be progressed in, until the matter in controversy shall have been submitted to the board of directors of the state bank, or the persons by them entrusted with the affairs of said branch; and if on such submission, the justice of such claim shall not be admitted and the same be agreed to be paid, on the closing up of the affairs of said branch the same may progress to judgment; but executions, and all other executions or decrees, shall remain until one year from the time such branch was suspended.

Directors of state bank to report to legislature.

Sec. 39. It shall be the duty of the board of directors of the state bank, in the first week of the session of the legislature of each year, to make report to the legislature of the affairs and business of said bank, and each branch thereof, setting forth in regard to each,

1st. The amount of available funds on hand, designating each kind:

2d. The amount of notes discounted:

3d. The amount of bills of exchange:

4th. The amount and condition of the surplus fund:

5th. The amount of notes in circulation;

6th. The number of officers and servants, and the amount of compensation to each :

7th. The amount of rents paid, if any :

8th. The value of houses used for banking purposes:

9th. The value of other real estate, and whether the same has been regularly offered for sale as by this act required:

10th. The amount of debts due to and from other banks: 11th. All such other matters as shall by them be deemed material or important, or shall be required of them by the legis lature.

report to le

A like report shall be furnished to the legislature by the board Branches to of directors of each branch, and which shall contain a statement gislature. of the condition of the same as aforesaid, as found on the third Saturday in December, in each year, at two o'clock in the after

noon.

branches to

&c.

Sec. 40. The stockholders of each branch shall annually elect Directors of by ballot five directors for such branch; and the directors of the be chosen, state bank, on the part of the state, shall appoint four directors for each branch, who shall hold their office for one year, and until their successors are chosen and qualified.

of their

number president; ap

&c.

Sec. 41. The said branch directors at their first meeting after To elect one each election shall choose one of their number to be president, and shall have power to appoint a cashier and such other officers point cashier, and agents as they may deem necessary, whose term of office and compensations, together with the compensation of the president, shall be established by the directors. They shall have power also Fill vacancy. to fill all vacancies occurring in their own body, except in those appointed by the state bank, which shall be filled by those directors. of the state bank appointed on the part of the state.

sons not to

or elected

directors of

Sec. 42. No person shall be elected or appointed a director of Certain perany branch, either by the stockholders or by the directors of the be appointed state bank, who shall be in arrears to such branch, or who is not branches. a citizen of this state, or who is not a stockholder owning in his own right, and not in trust, at least five shares in such branch. Nor shall any person be a director in more than one branch at the same time; nor shall two or more partners be at the same time directors of the state bank or a branch thereof, nor shall any director of any moneyed corporation, having power to discount and receive deposites, or any broker, or other person usually employed in buying and selling bank notes or other evidences of debt, be a director or officer in said bank, or any of its branches. And if, during his term of office, any director shall violate any of the Director berequirements of this section, so as to become disqualified, it shall be qualified, to the duty of the board of directors of the state bank, or of such branch, as the case may require, forthwith to vacate his office and appoint another in his place: Provided, That no such vacation shall be made, unless the violation complained of shall be substantiated by satisfactory affidavit filed, nor until notice be given such director; and no branch director, except the president, shall Compensareceive compensation for his services, unless by a vote of the branch direcstockholders.

coming dis

be removed.

tion of

tors.

Directors of branches to

require secu

cers; to

report to state bank; to send

copies of report to

each other;

keep record

ings, &c.

Sec. 43. The board of directors of each branch shall have ritore e power to require such security from their officers and agents for the performance of their duties, as they may deem necessary; and it shall be their duty to make report of their business and the condition of their branch to the board of directors of the state of proceed bank, once in each month, and oftener if thereto required by said. board, setting forth all the particulars required in their reports to the legislature, and shall also send copies of their monthly reports to each branch. They shall keep a true and faithful record of all their proceedings, and which shall be open for the inspection of all the stockholders at any regular meeting of the same, or at any other reasonable time, on application of any three stockholders holding in their own right fifteen shares, said application being Elections to made to the president or cashier. All elections by the directors of and recorded. said bank or branches shall be viva voce and be recorded.

be viva voce,

Power to make by.

laws.

When by

laws subject

directors of

Sec. 44. The directors of each branch shall have power to make and prescribe such by-laws, rules and regulations, not inconsistent with this charter, as they may deem needful, touching,

1st. The government of their respective branches and the management and disposition of its stock, business, property, estate and effects:

2d. The time, manner and terms upon which discounts and deposites shall be made and received in and by the same:

3d. The duties and conduct of the officers, clerks and servants employed by the same: and

4th. All such matters as may appertain to the concerns of said to control of branch, subject to the control of the directors of the state bank, in state bank. the cases and according to the powers herein given to the directors of the said state bank.

Rules to be

observed by board of directors.

Sec. 45. In the management of their business, the board of directors shall observe the following rules:

1st. No branch shall loan money on the security of its own stock.

2d. No person or persons shall be accommodated with a loan while in arrear for stock, for interest, or for loans had either on his own account or as security for others, and then due, unless the sum so due, be retained and first paid out of such loan.

3d. In the renewal of notes, the security shall never be lessened.

4th. No director shall be allowed to borrow money of any branch on any other than the usual banking terms.

5th. The president, cashier and directors, for the time being, of any branch, or of the state bank, shall not be permitted to endorse for each other; nor shall they vote on questions in which they are interested.

6th. No loan or discount shall be made by any branch where any three directors dissent thereform, and the ayes and noes shall be entered on the minutes of the board where the sum exceeds five hundred dollars, or when requested by any director.

to be made

months into

7th. It shall be the duty of the directors of each branch, as often Examination as once in three months, to cause strict examination to be made every three of the accounts of the cashier, and a full and complete settlement cashier's thereof; and to have a full statement entered on the journal of the proceedings of said board.

accounts, &c.

indebted to

receive dividend.

8th. No individual, company or corporation shall be entitled to Stockholders receive any dividend or profits on stock owned, while indebted to bank not to said bank, either as principal or endorser, for then due and payable, but the same shall be placed to his credit until such debt or demand is paid.

debt any

demand or

to choose one

state bank.

Sec. 46. The board of directors of any branch, shall, at their first Each branch meeting after its organization, and annually thereafter, and when- director of ever any vacancy shall occur, choose one of the directors of such branch, who shall have been elected by the stockholders thereof, to represent said branch in the state bank, and who shall, until his successor be chosen and qualified, constitute one of the board of directors of the state bank.

ors of state

cate branch

stock; ap

Sec. 47. So soon as the fund commissioners shall have nego- When directtiated a loan as herein contemplated, the president and directors bank to lo of the state bank, chosen by the legislature, shall proceed to locate es; apportion the several branches, and apportion the stock as required by this point comact, and shall thereupon appoint the commissioners to receive to receive subscriptions of stock and give notice as herein required, and not before.

missioners

subscriptions.

missoners

subscription

Sec. 48. It shall be the duty of the commissioners having charge when comof the subscription books, to examine as to the responsibility of the may refuse subscribers for the stock, and if they have good reason to believe for stock. that any subscriber will be unable to pay his first instalment, they may refuse his subscription unless he will give satisfactory security therefor.

Sec. 49. If on closing the books at any branch, it shall be found Stock, how that more than one half the amount of capital stock assigned to tioned.

to be appor

Directors of

state bank to

when first

stock must be

such branch has been subscribed for by responsible persons, the excess shall be taken, first from such as reside out of this state, then from corporations and companies, and should there still be an excess, the same shall be taken in proportion from the subscriptions over five hundred dollars, until all are reduced to that amount and if there still be an excess, then from all over five shares equally in proportion to the amount until it be reduced to one half the capital as aforesaid. And said commissioners shall thereupon inform the directors of the state bank without delay.

Sec. 50. When the stock shall have been subscribed at any give notice branch as aforesaid, it shall be the duty of the directors of the instalment on state bank, so soon as they can ascertain when said branch or paid. branches can be furnished with the capital on the state stock in said branch or branches, to give notice to the subscribers for stock, of the time when the first payment on their stock shall be made, which notice shall be by publication in the nearest newspaper to each branch, sixty days before any payment shall be required to be made.

Also of election of directors by

stockholders.

Any subscriber failing to

Sec. 51. The directors of the state bank, at the time of giving the notice as to the payment of the first instalment on the stock, shall also, in like manner, give notice that an election will be held on the day succeeding that appointed for the payment of the stock, between the hours of ten A. M. and four P. M. of said day, at some public place at the point where the branches shall be located, for the election of directors on the part of the stockholders in their respective branches.

Sec. 52. In case of failure on the part of any subscriber for meet instal said stock, to meet the first instalment, the commissioners having subscription in charge the subscription books for stock, shall immediately re

ment,

books to be

re-opened.

open said books and keep the same open for the space of twelve hours, for the purpose of permitting subscriptions for such share or shares on which payment has failed to be made; and should there be more subscribers than there are shares to be subscribed for, preference shall be given to such as are not holders of shares, and the shares shall be equally distributed among the remaining subscribers; and if the number of subscribers shall still be more than equal to the number of shares to be taken, those who shall have shares shall be decided by lot under the direction of said commissioners.