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 bedeemed 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

the dividend, shall be carried to a fund to be designated the surplus fund, until such surplus fund shall amount to twenty per centum of its capital stock, and thereafter such surplus fund shall always be at least equal to twenty per centum of the capital stock of such bank, and whenever the same becomes impaired it shall be reimbursed in the manner provided for its accumulation.

11. Directors shall appoint examining committee. Committee shall report.

The board of directors of each bank shall from time to time appoint from its members an examining committee, who shall examine the condition of the bank at least once every six months, or oftener, if required by the board; and such committee shall after each examination forthwith report to the board, giving in detail all items included in the assets of the bank which they have reason to believe are not of the value at which they appear on the books and records of the bank, and giving the value, in their judgment, of each of such items; and the board shall cause said report to be recorded in the minute books of the bank.

12. Loans to officers. Overdrafts. Penalty.

No bank shall make any loan to its president, its vice-president, its cashier, or to any of its directors, or any of its clerks, tellers, bookkeepers, agents, servants or other persons in its employ, until the proposition to make such a loan, stating the amount, terms and security, if any, offered therefor, shall have been submitted in writing, by the person desiring the same, to a meeting of the board of directors of such bank, or of the executive committee of such board, if any, and accepted and approved by

the vote of a majority of those present constituting a quorum; no bank shall permit its president, its vice-president, its cashier, or any of its directors, clerks, tellers, bookkeepers, agents, servants, or other persons in its employ to become liable to it by reason of overdrawn account; any president, vice-president, director, cashier, teller, clerk or agent of any bank who knowingly violates this section, or who aids or abets any officer, clerk, or agent in any such violation, shall be deemed guilty of a misdemeanor and shall be punished by a fine of not more than one thousand dollars, or by imprisonment for not more than five years, or by both.

13. Reports. Publication. Penalty.

Every bank shall make to the commissioner of banking and insurance not less than four reports during each year, according to the form which may be prescribed by him, verified by the oaths or affirmations of the president or vice-president and cashier of such bank, and attested by the signatures of at least three directors; every such report shall exhibit, in detail and under appropriate heads, the resources and liabilities of the bank at the close of business on any day past specified by the commissioner, and shall be transmitted to the commissioner within ten days after the receipt of a request or requisition therefor from him, and an abstract or summary of every such report in such form as shall be prescribed by the commissioner of banking and insurance, shall be published by the bank once in a newspaper published in the place where such bank is established, or, if there is no newspaper in the place then in one published nearest such place in the same county; and such proof of publication shall be furnished as may be required by the commissioner; such publication shall be made within two weeks after the filing of