II.

The Banking Law.

LAWS OF 1899, CHAPTER 173.

Being "AN ACT CONCERNING BANKS AND BANKING (Revision of 1899)."

1. Formation and general provisions.

Seven or more persons, of full age, may become a banking corporation on the terms and conditions and subject to the liabilities prescribed by this act; the name of every corporation formed under this act shall contain the word "bank" or "banking," but shall not be that of any other existing corporation of this state; provided, however, that if such bank shall be incorporated for the purpose of succeeding any other bank, such new bank may assume the name of the bank which it is intended to succeed; the capital stock of any such bank shall not be less than fifty thousand dollars, and shall be divided into shares of one hundred dollars each, all of which shall be paid in in cash before any bank shall be authorized to transact any business other than such as relates to its formation and organization, and such payment shall be certified to the commissioner of banking and insurance under oath by the president and cashier of the bank; no corporation organized under this act shall create more than one class of stock; hereafter no corporation other than a national bank, a trust company or a savings bank, shall be organized for the purpose of carrying on a banking business in the state of New Jersey, except under this act, and no corporation, other than a savings bank, hereafter organized under any other act shall use the word "bank” or 'banking" as a part of its name.

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2. Certificate of incorporation.

The incorporators and subscribers to the capital stock shall, under their hands and seals, subscribe a certificate of incorporation, which shall specifically state:

I. The name of the bank;

II. The place where the business is to be carried on;

III. The purposes and objects for which the bank is incorporated;

IV. The amount of capital stock, all of which shall be subscribed in the certificate of incorporation;

V. The names and residences of the incorporators, and the number of shares subscribed by each of them;

VI.-The period, if any, limited for the duration of the bank;

VII. The certificate of incorporation may also contain any provisions, not inconsistent with this act, which the incorporators may choose to insert for the regulation of the business, for the conduct of the affairs of the bank, or for defining, limiting, and regulating the powers of the directors; provided, however, that no director shall be elected for a longer period than one year.

3. Authentication, record and filing of certificate. Copy evidence.

The certificate of incorporation shall be proved or acknowledged as required for deeds of real estate, and recorded in a book to be kept for that purpose in the office of the clerk of the county where the

place of business of the bank is to be established, and after being so recorded, shall be filed in the department of banking and insurance; provided, however, that before the certificate of incorporation shall be recorded or filed as aforesaid it shall be submitted to the commissioner of banking and insurance, who, if he shall approve the form thereof, and if it shall appear to him that the establishment of such a bank will be of public service, shall endorse thereupon or annex thereto his approval and such -certificate shall not be recorded or filed without his approval endorsed thereupon or annexed thereto; said certificate or a copy thereof, duly certified by the commissioner of banking and insurance, shall be evidence in all courts and places.

4. Corporate existence to begin on filing certificate.

Upon making the certificate of incorporation and causing the same to be recorded and filed as aforesaid, the subscribers to the said certificate, their successors and assigns shall, from the date of such filing, be and constitute a body corporate by the name set forth in the certificate, subject to the provisions of this act, and subject to dissolution as in this act or otherwise by law provided; provided, however, that if any bank shall fail to obtain the certificate of authority, as hereinafter provided, from the commissioner of banking and insurance, within one year from the date of the filing of the said certificate of incorporation, such bank shall ipso facto be dissolved, and its certificate of incorporation shall be null and void.

5. The commissioner of banking and insurance to issue certificates of authority.

Whenever the certificate of incorporation has been recorded and filed, and the payment of capital stock certified to the commissioner of banking and insur

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