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ance, as provided in this act, the commissioner shall, before the corporation shall be authorized to transact business in this state other than such as relates to its formation and organization, satisfy himself that the entire capital has been paid in, and that said bank has complied with all the provisions of this act required to entitle it to engage in the business of banking; if it shall appear to the said commissioner of banking and insurance that such bank is lawfully entitled to commence the business of banking, he shall, within thirty days after the receipt and filing of the certificate of payment of capital stock provided for in this act, give to such bank a certificate under his hand and seal, that such bank is duly and legally organized under this act as a banking corporation, and authorized to transact business as such in this state; the bank shall cause such certificate of authority of the commissioner of banking and insurance, issued pursuant to this act, to be published once a week for at least four successive weeks next after the issuing thereof in a newspaper published in the place where said corporation is established, or if there is no newspaper in said place then in one published nearest such place in the same county, and shall furnish such proof of publication as may be required by the commissioner.

6. Powers.

In addition to the general powers conferred by the "Act concerning corporations" (Revision of 1896) so far as the same are not inconsistent with this act, every bank shall have power 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 bills, notes and other evidences of debt, by receiving deposits, with or without interest thereon, by buying and selling gold and silver bullion, foreign

coin, promissory notes, mortgages and other evidences of debt, and foreign and inland bills of exchange, by loaning money on real and personal security, and by exercising all the usual and incidental powers and privileges belonging or pertaining to such business; any bank may exercise the powers conferred on and carry on the business of a safe deposit company; provided, such powers and purposes are enumerated in the certificate of incorporation; every bank may purchase, hold and convey real estate as follows:

FIRST.-Such as shall be necessary for the convenient transaction of its business, including with its banking office other apartments to rent as a source of income, which investment shall not exceed twenty-five per centum of its paid in capital stock and permanent surplus; provided, that this provision shall not apply to any investments made before the date when this act takes effect;

SECOND.-Such as is mortgaged to it in good faith, by way of security for loans made by or money due to such bank;

THIRD.—Such as is conveyed to it in satisfaction of debts previously contracted in the course of its dealings;

FOURTH.-Such as it acquires by sale on execution or judgment or decree of any court in its favor;

The bank shall not purchase, hold or convey real estate in any other case or for any other purpose whatever; real estate shall be conveyed only by authority of the board of directors of said bank under the seal of the bank and the hand of its president or vice-president and cashier; no real estate acquired in the cases contemplated in the second, third and fourth sub-sections above shall be held for

a longer time than five years, unless such period shall be extended by the commissioner of banking and insurance; provided, that this provision shall not apply to real estate acquired before the date when this act takes effect.

7. Amendments and changes.

Every bank heretofore organized by special charter or under any law of this state or hereafter organized under this act may, subject to the written approval of the commissioner of banking and insurance, extend its corporate existence, change its name, increase its capital stock, make such other and further amendment, change or alteration as may be desired, or amend its charter or certificate of incorporation, in manner following: The board of directors shall pass a resolution declaring that such change or alteration is advisable, and calling a meeting of the stockholders to take action thereon; the meeting shall be held upon such notice as the by-laws provide, and in the absence of such provision upon ten days' notice in writing, given personally or by mail; if two-thirds in interest of the stockholders shall vote in favor of such amendment, change or alteration, a certificate thereof shall be signed by the president and cashier or secretary under the corporate seal, acknowledged or proved as in the case of deeds of real estate, and such certificate, together with the written assent, in person or by proxy, of two-thirds in interest of such stockholders, shall be filed in the department of banking and insurance, and upon the filing of the same, the charter or certificate of incorporation shall be and be deemed to be amended accordingly; provided, that the certificate to be made and filed in pursuance of this section shall contain only such provision as it would be lawful and proper to insert in an original certificate of incorporation made at the time of making such amendment, change or alteration; no change shall be made in the charter

or certificate of incorporation of such bank whereby the rights, remedies or security of existing creditors shall be in any manner impaired; said certificate, or a copy thereof duly certified by the commissioner of banking and insurance, shall be evidence in all courts and places.

8. List of stockholders to be kept and filed.

The president and cashier of every bank shall at all times cause to be kept a true and accurate list of the names of the stockholders of record of such bank, with the amount of the stock held by each, which list shall at all times during business hours be open to the inspection of any stockholder.

9. Directors. Officers.

Annual meetings of stockholders.

The affairs of every bank shall be managed by a board of not less than five directors, a majority of whom shall at all times be residents of the state of New Jersey, who shall be elected annually by the stockholders at their annual meeting as hereinafter provided, and hold office for one year, and until their successors are elected and have qualified; a majority of the board of directors shall constitute a quorum for the transaction of business; provided, that when the number of directors shall exceed nine they may once in six months designate by resolution nine members, any five of whom shall constitute a quorum; the annual meeting of the stockholders shall be held at the principal place of business of the bank on the second Tuesday of January of each year, at an hour to be fixed by the by-laws; notice of such annual meeting shall be published at least ten days before the date of the meeting in a newspaper published in the place where the principal place of business of the bank is located; or if there is no newspaper published at such place, then

in one published at the place nearest thereto in the same county; at a meeting of stockholders for the election of directors, each share shall entitle the owner to one vote for each director, and a stockholder may vote at any meeting of the corporation by a proxy in writing signed by him; every director must own and hold in his own name not less than five unpledged shares of the capital stock of such bank; any vacancy in the board of directors shall be filled by the remaining members of the board, and the directors so appointed shall hold office until the next election; in case of an increase in the board of directors between the annual elections by the stockholders, the newly created directorships shall not be construed as vacancies to be filled by the board; the directors shall annually choose a president, and one or more vice-presidents from their own number, and shall appoint a cashier and other officers, agents and employees who shall be chosen in such manner and hold office for such terms as the by-laws may prescribe.

10. Directors to declare dividends and create surplus fund.

After providing for all expenses, interest and taxes accrued or due from said bank, and deducting all losses and bad debts, the board of directors of a bank may declare a dividend of so much of the profits of the bank as they shall judge expedient; all debts past due to any bank, on which interest is past due and unpaid for a period of twelve months, unless the same are well secured, or in process of collection, shall be considered bad debts within the meaning of this section; before any such dividend is declared not less than one-tenth of the net profits of the bank for the preceding half year, or for such period as is covered by

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