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SEC. 4. That sections twenty-nine (29) and ninety-six (96) of chapter two (2), Public Laws of 1901, being “An act to revise the Corporation Laws of North Carolina,” shall be applicable to banks organized under this act. The machinery provided for the dissolution of corporations under said act shall also apply to banks. The Secretary of State shall then issue a Certificate of Incorporation to such corporation, granting the privilege of doing a banking business as authorized by this act.
SEC. 5. Whenever the Articles of Incorporation are filed with the Corporation Commission as provided in this act and the bank transmitting the same files the certificate of payment of capital stock as provided in this act, and certifies that such bank has complied with all of the provisions in this act required, before the bank shall be authorized to commence business, the Corporation Commission shall examine the sworn statements of the conditions of such bank, or have same examined in person and ascertain the amount of money paid in on account of its capital, the name and place of residence of each of its directors and the amount of capital stock of which each is the owner in good faith, and whether such bank has complied with all the provisions of this act required to entitle it to engage in the business of banking.
SEC. 6. The Corporation Commission may withhold from any bank its certificate authorizing the commencement of business whenever it has reason to believe that the stockholders have formed the same for any other purpose than the legitimate objects contemplated by this act.
SEC. 7. If upon such examination it appears to the Corporation Commission that such bank is lawfully entitled to commence the business of banking, it shall within thirty days after the filing of the certificate of payment of capital as provided in this act, give to such bank a certificate signed by the Chairman of the Corporation Commission, attested by the Secretary of the Commission, that such bank has complied with all the provisions required to be complied with before commencing the business of banking and that such bank is authorized to commence such business.
SEC. 8. Upon making and filing the Articles of Incorporation required by this act, the bank shall become a body corporate and as such shall have power:
1st. To adopt and use a corporate seal.
2d. To have succession for the period of years named in the Articles of Incorporation.
3d. To make contracts.
4th. To sue and be sued in any court of law or equity as fully as natural persons.
5th. To elect or appoint directors, who shall choose from their number a president and one or more vice-presidents, and shall have power to appoint and employ a cashier or treasurer and any other officers, define their duties, require bonds from such officers and clerks, dismiss such officers so elected or appointed, or any of them, at pleasure and elect or appoint others to fill their places.
6th. To prescribe by its board of directors by-laws not inconsistent with law, regulating the manner in which its stock shall be transferred, its directors and officers elected or appointed, its stockholders convened for special meetings, its property transferred and its general business conducted and the privilege granted to it by law exercised and enjoyed.
7th. To exercise by its board of directors or duly authorized officers or agents subject to law, all such powers as shall be necessary to carry on the business of banking, by discounting and negotiating promissory notes, drafts, bills of exchange and other evidences of debts, by receiving deposits, by buying and selling exchange, coin and bullion, by loaning money on personal security or real property. Such association at the time of making loans or discounts may take and receive in advance such interest as may be agreed upon not exceeding the legal rate.
SEC. 9. Such bank may purchase, hold and convey real estate for the following purposes:
1st. Such as shall be necessary for the convenient transaction of its business, including with its banking offices other apartments to rent as source of income, which investment shall not exceed 25 per cent. of its paid in capital stock and permanent surplus: Provided, that this provision shall not apply to any such investment made before the date that this act takes effect.
2d. Such as is mortgaged to it in good faith by way of security of loans made or money due to such bank.
3d. Such as is conveyed to it in satisfaction of debts previously contracted in the course of its dealings.
4th. Such as it acquires by sale on execution or judgment of any Court in its favor.
SEC. 10. At least 50 per cent. of the capital stock of every bank shall be paid in in cash before it shall be authorized to commence business and the remainder of the capital stock of such bank shall be paid in in monthly installments of at least 10 per cent. in cash of the whole of the capital, payable at the end of each succeeding month from the time it shall be authorized by the Corporation Commission to commence business, and the payment of each installment shall be certified to the Commission under oath by the Cashier or President of the bank.
Sec. 11. Whenever any stockholder or his assignee fails to pay any installment on the stock, when the same is required by the preceding section to be paid, the Directors of such bank may sell the stock of such delinquent stockholders at public sale, as they shall deem best, having first given the delinquent stockholder twenty days' notice, personally or by mail, at his latest known address. If no party can be found who will pay for such stock the amount due thereon to the bank, with any notes incurred, the amount previously paid shall be forfeited to the bank and such stock shall be sold as the Directors may order, within six months of the time of such forfeiture, and if not sold, it shall be cancelled and deducted from the capital of the bank.
Sec. 12. The shares of stock of such bank shall be deemed personal property and shall be transferred on the books of the bank in such manner as the by-laws of the bank may direct; but no transfer of stock shall be valid against the bank so long as the registered holder thereof shall be liable as principal debtor, surety or otherwise to the bank for any debt which shall be due and unpaid, nor in such case shall any dividends, interest or profits be paid on such stock 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 on the books of any bank without the consent of
the Board of Directors where the registered holder thereof is in debt to the bank for any matured and unpaid obligations.
Sec. 13. The stockholders of every bank organized under this act shall be individually responsible, equally and ratably and not one for another for all contracts, debts and engagements of such corporation, to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares. The term "stockholder," when used in this chapter, shall apply not only to such persons as appear by the books of the corporation to be stockholders, but also to every owner of stock, legal or equitable, although the same may be on such books in the name of another person; but not to a person who may hold the stock as collateral security for the payment of a debt.
SEC. 14. No person who has in good faith and without any intent to evade his liability as a stockholder, transferred his stock on the books of the corporation, when solvent, to any person of full age, previous to any default in the payment of any debt or liability of the corporation, shall be subject to any personal liability on account of the non-payment of such debt or liability of the corporation, but the transferee of any stock as transferred previous to any default shall be liable for any such debt or liability of the corporation to the extent of such stock, in the same manner as if he had been the owner at the time the corporation contracted such debt or liability.
SEC. 15. Every President, Director, Cashier, Teller, Clerk or agent of any bank or association created under this act, who embezzles, abstracts or wilfully misapplies any of the moneys, funds or credits of the association, or who, without authority from the Directors, issues or puts forth any certificate of deposit, draws any order or bill of exchange, makes any acceptance, assigns any note, bond, draft, bill of exchange, mortgage, judgment or decree, or who makes any false entry in any book, report or statement of the bank or association, with the intent in either case to injure or defraud the bank or association or any other company, or any individual person, or to deceive any officer of the bank or association, or any person who aids and abets in the doing of any of these things, shall be guilty of a high misdemeanor, and upon conviction shall be imprisoned in the Penitentiary of the State for not less than two years, nor more than fifteen years, and likewise fined, at the discretion of the court.
SEC. 16. Every bank shall at all times keep a correct list of the names of all its stockholders, and once in each year, or whenever called upon, file in the office of the Corporation Commission a correct copy of such list.
Sec. 17. Whenever any bank, under the laws of this State or of the United States, is authorized to dissolve and shall have taken the necessary steps to effect dissolution, it shall be lawful for a majority of the Directors of such bank, upon the authority in writing of the owners of two-thirds of its capital stock, with the approval of the Corporation Commission, to execute articles of incorporation as provided in this act, which articles, in addition to the require ments above, shall further set forth the authority derived from the stockholders of said dissolved National Bank or State Bank, and upon filing the same as hereinbefore provided, upon the organization of banks, the same shall become a bank under the laws of this State, and thereupon all assets, real and personal, of said dissolved National Bank, shall by act of law be vested in and become
the property of said State Bank, subject to all liabilities of said National Bank not liquidated under the laws of the United States before such reorganization: Provided, such State or National Bank shall not be required to pay the fee as provided in section 4 of this act.
SEC. 18. Every bank, association, firm or individual now doing a banking business without being organized by a State charter to do so, shall conform to all the provisions of this act before such bank, firm or individual shall be authorized to continue to do a banking business: Provided, such bank, association, firm or individual shall have sixty days within which to conform to the provisions of this act: Provided further, this shall not apply to individuals or firms doing business as bankers in his or their own names and so published.
SEC. 19. very bank, corporation, partnership, firm or individual, now hereafter transacting a banking business under the laws of and within this State, shall be subject to the provisions of this act and regulated by and be under the supervision of the North Carolina Corporation Commission.
Sec. 20. The North Carolina Corporation Commission shall have power to make such rules for the government of the banks and banking institutions of this State as may in its judgment seem wise and expedient: Provided, that no such rule or regulation shall in any way conflict with any of the provisions of this act.
SEC. 21. Every bank and every corporation, partnership, firm or individual transacting a banking business shall make to the Corporation Commission not less than four reports during each year, according to the form which may be prescribed by said Board, which reports shall be verified in the case of incorporated banking companies by the oath or affirmation of the President, VicePresident or Cashier, and, in addition, two of the Board of Directors, and in other cases by the oath or affirmation of the partners, members of the firm or individual owner. The bank, corporation or individual making such report shall publish same in some newspaper in the county in which such bank, corporation or individual is located.
Sec. 22. The Corporation Commission shall have power to call for special reports from any bank, corporation, firm or individual transacting a banking business, whenever necessary, in order to obtain a full and complete knowledge of its, their or his bank.
SEC. 23. The North Carolina Corporation Commission shall appoint a suitable person or persons to make an examination of and into the affairs of every bank, corporation or individual doing a banking business as often as shall be deemed necessary and proper, and at least once every year. The Corporation Commission may at any time remove any person appointed by said Commission.
Sec. 24. The person or persons so appointed as examiners shall have power to make a thorough examination into all the books, papers and affairs of the bank or corporation, firm or individual transacting a banking business, and, in so doing, to administer oaths and affirmations and to examine on oath or affirmation any individual banker and the officers, agents, partners and clerks of such bank, corporation, firm or individual touching the matters he or they shall be authorized and directed to inquire into and examine, and to summon, and by attachment compel the attendance of any person or persons in this State to testify under oath before him or them in relation to the affairs of such corpo
ration, partnership, firm or individual. The person or persons making such examination shall make a full and detailed report of the condition of such corporation, partnership, firm or individual to the Commission: Provided, that any examiner appointed under the provisions of this act, who shall knowingly and willingly make any false or fraudulent report of the condition of any bank which shall have been examined by him, with the intent to aid or abet the officers, owners or agents of such bank in continuing to operate an insolvent bank; or if any such examiner shall receive or accept any bribe or gratuity, given for the purpose of inducing him not to file any report of an examination of any bank made by him, or who shall neglect to make an examination of any bank by reason of having received or accepted any bribe or gratuity, he shall be deemed guilty of felony, and, on conviction thereof, shall be imprisoned in the State Penitentiary for not less than two nor more than ten years.
Sec. 25. One examination each year shall be designated as the annual examination, and for each examination the bank, corporation, association or individual so examined shall pay into the office of the Corporation Commission, to be paid to the examiners, an examination fee as follows: Banks, banking insti. tutions or individuals doing a banking business, having a capital of $25,000 or less, shall pay a fee of $15.00; those having a capital stock of more than $25,000 and not over $50,000, $25.00; those having a capital stock of over $50,000, $30.00. The expenses incurred and services, other than examinations performed especially for any bank, shall be paid by such bank or banking institution. No bank shall be compelled to pay for more than one examination in each year, unless it shall appear from report, examination or otherwise that the condition of any bank or banking institution or banker is precarious, or in any way unsatisfactory, it shall be the duty of the Commission to order a special examination, which shall be paid for as regular examinations.
SEC. 26. Every bank, corporation, partnership, firm or individual that shall refuse, fail or neglect to make any report, or any published statement required by the provisions of this act, shall be subject to a fine or penalty of fifty ($50) dollars per day for each day after the time named for said report or statement to be made, that it, they or he delays to make and transmit such report or statement to the Corporation Commission. The fine or penalty herein provided for shall be recovered by the State, for the benefit of the general fund, in a civil action in any Court of competent jurisdiction, and it is hereby made the duty of the Attorney-General to enforce the fine or penalty herein provided.
SEC. 27. Any person or persons who shall wilfully and knowingly subscribe to, or make, or cause to be made, any false statement or false entry in the books of any bank, corporation, partnership, firm or individual transacting a banking business, or shall knowingly subscribe to or exhibit false papers with the intent to deceive any person or persons authorized to examine into the affairs of said bank, corporation, partnership, firm or individual, or shall make, state or publish any false statement of the amount of the assets or liabilities of any such corporation, partnership, firm or individual, shall be deemed guilty of a felony, and upon conviction thereof shall be imprisoned in the State Penitentiary not less than one (1) year nor more than ten (10) years.
SEC. 28. Every bank shall at all times have on hand as a reserve in available funds an amount equal to at least fifteen (15) per cent. of the aggregate amount