subject to call with any bank or trust company in this state having a capital of at least two hundred thousand dollars and approved by the superintendent of banks as a depository of lawful money reserve. If the lawful money reserve of any bank or individual banker shall be less than the amount required by this section, such bank or banker shall not increase its liabilities by making any new loans or discount otherwise than by discounting bills of exchange payable on sight, or making any dividends or profits until the full amount of its lawful money reserve has been restored. The superintendent of banks may notify any bank or individual banker whose lawful money reserve shall be below the amount herein required to make good such reserve; and if it shall fail for thirty days thereafter to make good such reserve, such bank or individual banker shall be deemed insolvent and may be proceeded against as an insolvent monied corporation. Id., § 44.

New.

[Note. §§ 45-48 repealed by L. 1895, c. 382, § 2.]

49

Payment of capital stock. All of the capital stock of every bank shall be paid in before it shall commence business. Id., § 49, as am'd L. 1895, c. 929. [Note.-Revised from L. 1882, c. 409, § 18. (See Birdseye's R. S., 1st ed., p. 174.) Without material change, although this section, as enacted in 1892, allowed banks to begin business on the payment of fifty per cent, of the capital stock.] 50 Directors. No person shall be eligible to election as director of a bank having a capital of fifty thousand dollars or over unless he is a stockholder of the corporation owning in his own right an amount equal to at least one thousand dollars in value, nor of a bank having a capital of less than fifty thousand dollars, unless he is a stockholder in his own right to an amount equal to at least five hundred dollars; and every person elected to be a director, who after such election shall cease to be the owner in his own right of the amount of stock aforesaid, shall cease to be a director of the corporation, and his office shall be vacant. The directors shall hold office for one year and until their successors are elected and have qualified. Each director must be a citizen of the United States, and at least three-fourths of the directors must be residents of this state at the time of their election and during their continuance in office. All vacancies in the office of directors shall be filled by election by the stockholders; but vacancies not exceeding one-third of the whole number of the board may be filed by the directors then in office, and the directors so elected may hold their offices until filled by the stockholders at a special or annual meeting. One of the directors to be chosen by the board, shall be the president of the board; and if the certificate of incorporation or the by-laws do not prescribe the number of directors necessary to constitute a quorum, and makes no provision for determining the same, the directors may fix the number necessary to constitute a quorum for the transaction of business, which shall not be less than five, with the same effect as if such number was prescribed in the certificate of incorporation. Id., § 50. [Note.-Revised from L. 1882. c. 409, § 58. (See Birdseye's R. S., 1st ed., p. 181.) Excepting last sentence, mostly new.]

80 N. Y. 82, 90–98; 22 id. 522; 15 id. 9; 7 id. 328, 516; 74 id. 329; 82 id. 291; 3 id. 166, 230; 96 id. 559; 72 id. 286; 94 id. 168; 93 id. 233; 99 id. 131; 100 id. 53; 4 Den. 299; 1 Hill & D. 271; 10 Bosw. 692; 7 Lans. 240; 5 Barb. 9; s. c. 3 N. Y. 19; 18 Barb. 456; 7 How. Pr. 144; 4 Edw. Ch. 163-166; 4 Paige, 127.

51

Oath of directors. Each director, when appointed or elected, shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of such corporation, and will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to such corporation, and that he is the owner in good faith and in his own right, of the number of shares of stock required by this chapter, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated, or in any way pledged as security for any loan or debt. Such oath shall be subscribed by the director making it, and certified by the officer before whom it is taken, and shall be immediately transmitted to the superintendent of banks, and filed and preserved in his office. Id., § 51.

New.

So in the original.

52 Individual liability of stockholders. Except as prescribed in the stock corporation law, the stockholders of every such corporation 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. L. 1892, c. 689, § 52. [Note. Revised from L. 1882, c. 409, §§ 125, 126. (See Birdseye's R. S., 1st ed., p. 196.) The former provisions carefully provided that the guardian or trustee voluntarily investing trust funds in bank stock should be individually liable. This provision is omitted from this section, and it is doubtful whether it is covered by § 54 of The Stock Corporation Law, where the liability may apply only to stock which has not been fully paid. The provision that those holding as collateral shall not be liable seems to be new, as to bank stocks.]

77 N. Y. 1; 27 id. 393; 23 id. 511; 17 id. 464; 15 id. 9, 222, 225; 18 id. 227; 26 id. 116; 21 id. 9; 22 id. 9, 14, 15; s. c. 29 Barb. 369; s. c. 17 How. Pr. 323; 6 Abb. Pr. 385, 414; s. c. 18 N. Y. 199, 209; 8 Abb. Pr. 192; 5 id. 343, n.; 2 Abb. App. Dec. 367; 57 Barb. 484; 17 id. 309, 327; 39 id. 354; 41 id. 520; 53 id. 420; s. c. 35 How. Pr. 434; 15 id. 446; 6 Hill, 624; 20 Wend. 614; 7 Paige, 576; 48 N. Y. Super. 4; 102 U. S. 422; 31 N. Y. 435; 18 id. 226; 88 id. 411, rev'g 23 Hun, 339; 34 How. Pr. 198, 199; s. c. 36 N. Y. 302; 7 Lans. 317; 25 Barb. 415; 81 Hun, 555; 145 N. Y. 84; 63 N. Y. St. R. 218; 30 N. Y. Supp. 1023.

53 Limitation of liability of stockholders. 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 resident of this state 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 so transferred previous to such 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. Id., & 53.

[Note. Revised from L. 1882, c. 409, § 127. (See Birdseye's R. S., 1st ed., p. 196.) Without material change.]

22 N. Y. 18; 25 Barb. 415.

54 Powers of president and vice-president. All contracts made by any such corporation, and all notes and bills by it issued and put in circulation as money, shall be signed by the president or vice-president and cashier thereof. Id., § 54.

[Note. Revised from L. 1882, c. 409, § 59. (See Birdseye's R. S., 1st ed., p. 182.) Without material change.]

4 Hill, 442; 2 id. 153; 1 Den. 520; 25 N. Y. 576; 19 id. 152-157, 39, 40, 41; 20 id. 356; 85 id. 189; 93 id. 233; 94 id. 168; 42 Hun, 536; 10 How. Pr. 136; 50 id. 447; 8 Daly, 533, 534; s. c. 58 How. Pr. 267; 9 Daly, 308; 1 Sandf. 693; 33 Barb. 541.

55 Rate of interest. Every bank and individual banker doing business in this state may take, receive, reserve and charge on every loan or discount made, or upon any note, bill of exchange or other evidence of debt, interest at the rate of six per cent per annum; and such interest may be taken in advance, reckoning the days for which the note, bill or evidence of debt has to run.

The knowingly taking, receiving, reserving or charging a greater rate of interest shall be held and adjudged a forfeiture of the entire interest which the note, bill or other evidence of debt carries with it, or which has been agreed to be paid thereon. If a greater rate of interest has been paid, the person paying the same or his legal representatives may recover back twice the amount of the interest thus paid from the bank or individual banker taking or receiving the same, if such action is brought within two years from the time the excess of interest is taken. The purchase, discount or sale of a bona fide bill of exchange, note or other evidence of debt payable at another place than the place of such purchase, discount or sale at not more than the current rate of exchange for sight drafts, or a reasonable charge for the collection of the same, in addition to the

interest, shall not be considered as taking or receiving a greater rate of interest than six per cent per annum.

The true intent and meaning of this section is to place and continue banks and individual bankers on an equality in the particulars herein referred to with. the national banks organized under the act of congress entitled "An act to provide a national currency, secured by pledge of United States bonds, and to provide for the circulation and redemption thereof," approved June 3, 1864. Id., § 55.

[Note. Revised from L. 1882, c. 409, §§ 68, 69. (See Birdseye's R. S., 1st ed., pp. 183, 184.) This section is substantially the same as L. 1882, c. 409, §§ 68, 69, which were expressly excepted from repeal in § 216, post, and which seem to have applied to private as well as to individual bankers. These sections were repealed by L. 1896, c. 548.]

68 N. Y. 396; 59 id. 53, 62, 65; 105 id. 243, rev'g 37 Hun, 57; 82 N. Y. 303; 45 id. 446; 46 id. 644; 64 id. 212; s. c. 3 id. 345; s. c. 5 T. & C. 484; 10 Wend. 117; 41 Hun, 47, 49, 51; 43 id. 307; 15 id. 360; 9 id. 366; 18 id. 42; 116 N. Y. 441; 83 Hun, 53; 6 id. 584; 15 Abb. Pr. Ñ. S. 276; 30 N. Y. Supp. 1023.

56 Rate of interest on loans on warehouse receipts. Upon advances of money repayable on demand to an amount not less than five thousand dollars made upon warehouse receipts, bills of lading, certificates of stock, certificates of deposit, bills of exchange, bonds or other negotiable instruments, pledged as collateral security for such repayment, any bank or individual banker may receive or contract to receive and collect as compensation for making such advances any sum to be agreed upon in writing by the parties to such transaction. Id., § 56.

[Note. Revised from L. 1882, c. 237. (See Birdseye's R. S.. 1st ed., p. 1665.) The above section, so far only as it affects any bank or individual banker, probably supersedes L. 1882, c. 237; Interest, § 18.]

Every

57 Deposit of banks and individual bankers with superintendent. bank and individual banker heretofore or hereafter authorized to do business, not having given notice of intention to close the business of banking, shall, before commencing or continuing such business, have and keep on deposit in the banking department in addition to the deposit required to secure circulating notes, stocks of this state or of the United States bearing interest, to the amount of one thousand dollars, which shall be held by the superintendent of banks as a pledge of good faith, and guaranty of compliance with the banking laws of the state on the part of such bank or individual banker. The proceeds of such stock or the interest thereon, or so much thereof as may be necessary, may be applied by the superintendent to the payment of any penalty incurred by, or the assessment imposed upon, the bank or individual banker, for whom such deposit is held. The superintendent may, in his discretion, maintain an action in his name of office against any bank or individual banker for the recovery of any penalty incurred by, or lawful assessment imposed upon such bank or individual banker. Whenever any bank or individual banker is required by law to make a deposit of securities with the superintendent of banks in trust for such bank or individual banker, such deposit shall consist of interest bearing stock of the state of New York or of the United States. Id., § 57.

[Note. Revised from L. 1882, c. 409, §§ 66, 67. (See Birdseye's R. S., 1st ed., p. 183.) Without material change.]

58 Prohibition against sale of business by individual banker. No individual banker having circulating notes obtained under the laws of this state, shall sell or transfer the business of banking, upon the securities deposited by him, to any person or persons; and until such business shall be closed, by the return of the circulating notes issued, and the delivery of the securities deposited, the same shall be conducted only in the name of the individual banker by whom the securities were deposited; and he shall continue individually liable for the payment of all circulating notes delivered to him. But any such individual banker may bequeath his business of banking upon the securities deposited by him to any person or persons, and such business may be continued after his death by his legatee or heir at law. Id., § 58.

[Note. Revised from L. 1882, c. 409, §§ 64, 65. (See Birdseye's R. S., 1st ed., p. 183.) Without material change.]

59

Change from state to national bank. Any bank may become a corporation for the purpose of carrying on the business of banking within this state pursuant to the provisions of the act of congress "to provide a national currency secured by a pledge of United States stocks, and to provide for the circulation and redemption thereof," approved June 3, 1864, and of title fifty-two of the Revised Statutes of the United States, whenever stockholders owning two-thirds of the stock of such bank shall have voted to become such corporation, or have executed a written consent authorizing its directors to make the certificate required therefor by the laws of the United States, or whenever a majority of the directors of such bank having been authorized in their discretion to make the change, shall, by a vote of such majority, decide to become such corporation; and the cashier of such bank shall publish notice thereof for thirty days in such newspaper as the directors may select, and send a like printed notice by mail or otherwise to all non-voting or dissenting stockholders, and notify the superintendent of banks of this state that such bank has decided to become a corporation under the laws of the United States. L. 1892, c. 689, § 59.

[Note. Revised from L. 1882, c. 409, §§ 166, 169. (See Birdseye's R. S., 1st ed., pp. 203, 204.) Without material change.]

67 N. Y. 516; 94 U. S. 680; 86 N. Y. 484.

60 When deemed to have surrendered its charter. Any such bank which shall become a corporation for carrying on the business of banking under the laws of the United States shall cease to be a corporation under the laws of this state, except that for the term of three years thereafter, its corporate existence shall be deemed to continue for the purpose of prosecuting and defending suits by and against it, and of enabling it to close its concerns, and to dispose of and convey its property. The members of the board of directors last in office, when such corporation shall have become a corporation under the laws of the United States, shall continue to be the board of directors of the new corporation, with power to take all necessary measures to carry out and perfect such organization by signing the articles of association and the organization certificate, and adopting such regulations as may be just and proper and not inconsistent with the acts of congress in relation thereto.

Such change from a state to a national bank corporation shall not release any such bank from its obligations to pay and discharge all the liabilities created by law or incurred by it before becoming a national bank corporation, or any tax imposed by the laws of this state up to the date of its becoming such national bank corporation, in proportion to the time which has elapsed since the next preceding payment therefor. Id., § 60.

[Note. Revised from L. 1882, c. 409, §§ 168, 171, 175. (See Birdseye's R. S., 1st ed., pp. 204, 205.) Without material change.]

54 Barb. 228; 36 N. Y. St. R. 900; 15 N. Y. Supp. 48.

61 Reduction of capital stock in such cases. The directors of such new corporation may reduce the capital stock of the bank to its par value by dividing the surplus among its stockholders, or may retain such portion of such surplus as they may deem necessary; and in case of an increase of the capital stock under the provisions of the acts of congress, may charge the shares of such increased capital stock with a like amount, to place the whole of such capital stock on an equality; and may award such new stock, or such proportion or fractional parts thereof, to such persons as they shall determine are entitled thereto, and as are provided in their articles of association and in the acts of congress; but new directors may be chosen at such time and in the manner provided in the articles of association and the acts of congress. Id., § 61.

[Note. Revised from L. 1882, c. 409, § 172. (See Birdseye's R. S., 1st ed., p. 204.) Without material change.]

4 Abb. N. C. 61.

62 Certificate of change. When any such bank has decided to become a corporation under the laws of the United States, the directors shall immediately thereafter execute and transmit to the comptroller of the currency the proper certificate and other instruments for its conversion into a national bank corpora

tion under the laws of the United States. When any such bank shall have become authorized to commence the business of banking under the laws of the United States, all the property of such bank shall immediately, by act of law, and without any conveyance or transfer, be vested in and become the property of the national bank corporation, into which such bank shall have been converted; and it shall be entitled, on returning the bills of such bank to the banking department of this state, to receive the stocks pledged to secure the redemption of the same, in the like manner as the bank issuing the same is now entitled by law; and shall be subjected to the same rules as state banks in respect to the final redemption of the circulating notes of such banks so converted into national bank corporations. The plates and dies of any such bank, in the banking department of this state, shall be forthwith so obliterated as to prevent all future use of the same. Id., $62.

[Note.

Revised from L. 1882, c. 409, §§ 173, 174. (See Birdseye's R. S., 1st ed., p. 205.) Without material change, except that the provision of § 174, making the further use of dies and plates a misdemeanor, was re-enacted in the Penal Code, § 607, added by L. 1892, c. 692, as follows:

86 N. Y. 484.

62a Using dies and plates of extinct state bank. Any person who uses the dies and plates of a state bank in the manufacture of notes and bills, after such bank has become a national bank in pursuance of law, is guilty of a misdemeanor. Pen. Code, § 607, added by L. 1892, c. 692.

63 National bank may become a state bank. Whenever any banking corporation organized and doing business under the laws of the United States shall under the provisions of any act of congress, be authorized to dissolve its organization as such national bank corporation, and shall have taken the action required to effect such dissolution, a majority of the directors of such dissolved corporation may, upon the authority in writing of the owners of two-thirds of its capital stock, execute the certificate of incorporation required by section forty of this chapter.

Upon the execution and proof or acknowledgment of such certificate, which shall also set forth the authority in writing of the stockholders as required by this section, and upon filing a copy thereof in the office of the superintendent of banks, with proof that the original is duly recorded in the office of the clerk of the county where any office of such corporation shall be located, such corporation shall be held and regarded an incorporated bank under and in pursuance of the laws of this state, and shall be entitled to all the privileges and be subject to all the liabilities of banks so incorporated; and thereupon all the property of the dissolved national bank corporation shall immediately by act of law and without any conveyance or transfer be vested in and become the property of such state bank. The directors of the dissolved corporation at the time of such dissolution, shall be the directors of the bank created in pursuance hereof until the first annual election of directors thereafter, and shall have power to take all necessary measures to perfect its organization, and to adopt such regulations concerning its business and management as mav be proper and just and not inconsistent with law. Id., § 63.

[Note. Revised from L. 1882, c. 409, §§ 177, 178. (See Birdseye's R. S., 1st ed., p. 205.) Without material change.]

64 Circulating notes; plates. Any bank or individual banker may deposit with and transfer to the superintendent of banks any interest-bearing stocks or bonds of the United States or of the state of New York, or of any county or incorporated city of this state authorized to be issued by the legislature, or bonds and mortgages on improved, unincumbered real property of the state of New York worth seventy-five per cent more than the amount thereon loaned; but no such stock or bonds shall be received by the superintendent at a rate above their par value or above their current market value. The superintendent may thereupon issue to such bank circulating notes in the similitude of bank notes in blank, engraved and printed in the best manner to guard against counterfeiting, in denominations of one, two, five, ten, twenty, fifty, one hundred, five