poration, company or association as the court shall prescribe, appoint a receiver of such funds; and pending such application, the court or any judge thereof may enjoin the commencement or prosecution of any other action or proceeding against such corporation, company or association. Upon the qualification of such receiver, the superintendent of banks shall pay over to him the funds remaining in his hands less any charges which he may have against the same, and the receiver shall distribute such funds among the creditors and shareholders of the corporation, company or association residing in this state in the manner prescribed by law for the payment of creditors in the case of voluntary dissolution of a corporation.

ARTICLE II.

BANKS.

SEC. 40. Incorporation.

41. Amended certificate of incorporation.

42. Certificate of individual banker.

43. General powers.

44. Lawful money reserve.

45. Consolidation of corporations.

46. When consolidation effected.

47. Saving clause.

48. Stock of dissenting stockholder to be appraised.
49. Payment of capital stock.

50. Directors.

51. Oath of directors.

52. Individual liability of stockholders.

53. Limitation of liability of stockholders.

54. Powers of president and vice-president.

55. Rate of interest.

56. Rate of interest on loans on warehouse receipts.

57. Deposit of banks and individual bankers with super

intendent.

58. Prohibition against sale of business of individual banker.

59. Change from state to national bank.

60. When deemed to have surrendered its charter.

61. Reduction of capital stock in such cases.

62. Certificate of change.

63. National bank may become state bank.

SEC. 64. Circulating notes; plates.

65. Circulating notes of individual bankers.

66. When bank may receive interest or dividends upon securities deposited.

67. Redemption agencies.

68. Destruction of bank notes.

69. Destruction of plates and counterfeit notes.

70. Exchange of mutilated notes.

71. Redemption in notes of other banks.

72. Protest of notes and proceedings thereon.
73. Appointment of agent by new corporation.
74. Revocation of appointment.

75. Distribution of funds of insolvent banks.

76 Distribution of residue.

77. Publication of notices.

78. Redemption of notes held by banks and individual bankers. 79. Banks closing business.

80. Proportionate amount of securities to be returned when notes are destroyed.

81. Deposit of cash for redemption of notes.

82. Circulation of foreign bank notes prohibited.
83. Notes not receivable at par not to be paid out.
84. Bills or notes must be payable on demand,

85. When bills of exchange to be without grace.

86. Transfers of securities by superintendent to be countersigned by treasurer.

87. Unauthorized banking prohibited.

88. Restrictions as to foreign corporations.

89. Restrictions as to banks and their officers.

90. Bills payable otherwise than in money prohibited.

91. Certain bills declared to be promissory notes.

92. Use of sign indicating bank by unauthorized persons prohibited.

§ 40. Incorporation.-Five or more persons may become a bank by making, acknowledging and filing in the office of the clerk of the county where such bank is to be established and in the office of the superintendent of banks, a certificate in duplicate, which shall state:

1. The name by which such bank is to be known. 2. The particular city, town or village where its operations of discount and deposit are to be carried on.

3. The amount of its capital stock, which shall not be less than fifty thousand dollars in any city, village or town whose population does not exceed thirty thousand, and not less than one hundred thousand dollars elsewhere; and the number of shares into which such capital stock shall be divided.

4. The names and places of residence of the stockholders and the number of shares held by each.

5. The dates at which such corporation shall commence and terminate.

6. The number of directors of the bank, which shall not be less than five, and the names of the stockholders who shall be directors for the first year of its incorporation.

Every such certificate when filed shall be recorded by the county clerk in the book kept for the record of certificates of incorporation, and by the superintendent of banks in a book to be kept by him for that purpose.

Such certificate may provide for an increase of the capital stock and of the number of persons forming the corporation from time to time as the stockholders may deem proper, and for the manner in which the stock of the corporation may be transferred, and for the number of directors necessary to constitute a quorum, and for the time when the annual election of directors shall be held.

R. S., 1522, L. 1882, ch. 409, §§ 29, 30.

§ 41. Amended certificate of incorporation.-Whenever any bank shall, by virtue of the provisions of its certificate of incorporation or other lawful authority, make any change in any of the matters required to be stated in such certificate, such change shall not be of any force or validity until a certificate thereof, executed by its president and cashier under its corporate seal, shall have been filed and recorded in the same manner as the certificate of incorporation is by law required to be filed and recorded.

R. S., 1523, L. 1882, ch. 409, § 34.

§ 42. Certificate of individual banker.- Every individual banker shall file in the office of the superintendent of banks a certificate stating the town, city or village in which he resides. No individual banker shall transact business under the provisions of this chapter in any other place than the one thus designated, except in case of a change of his residence, and a notice thereof forthwith filed in such office. Every person who neglects to comply with any requirement of this section shall, for each neglect, forfeit one thousand dollars to the people of the state. Every notice of change of residence so filed shall be published by the superintendent in the state paper, and in such other newspapers and for such period of time as he may direct, not exceeding three months, and the expense of such publication shall be paid to the superintendent by the individual banker to whom the notice relates.

R. S., 1523, L. 1882, ch. 409, §§ 32, 33.

§ 43. General powers. In addition to the powers conferred by the general and stock corporation laws every bank shall have power:

1. To exercise by its board of directors, or duly authorized officers or agents, subject to law, all such incidental 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 debt;*by receiving deposits; by buying and selling exchange, coin and bullion; by loaning money on personal security; and by obtaining, issuing and circulating notes according to the provisions of this chapter.

2. To take and become the owner of any stocks or bonds or interest-bearing obligations of the United States, or of the state of New York, or of any city, county, town or village of this state, the interest on which is not in arrears.

3. To purchase, hold and convey real property for the following purposes:

a. Such as shall be necessary for its immediate accommodation in the convenient transaction of its business.

* Under the opinion of Attorney-General O'Brien it has been held that the power of "negotiating other evidences of debt," authorizes the purchase of bonds issued by railroad or other corporations. In the former law the clause followed the second paragraph referring to the purchase of United States and other bonds, but it is evident that therevised did not intend to make any change in the law in this respect.

b. Such as shall be mortgaged to it in good faith, by way of security for loans made by, or moneys due to, such corporation.

c. Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings. d. Such as it shall purchase at sales under judgments, decrees or mortgages held by it.

No such corporation shall purchase, hold or convey real property in any other case or for any other purpose, and all conveyances of real property shall be made to it directly and by name.

All such corporations and all individual bankers shall be banks of discount and deposit as well as of circulation, and the usual business of banking of such corporations or individual bankers shall be transacted at the place where such corporations or individual bankers shall be located, agreeably to the location specified in the certificates required by law to be made by them respectively, and filed in the office of the superintendent of banks, and not elsewhere, except as otherwise provided in this chapter in relation to the redemption of circulating notes by agents.

R. S., 1523, L. 1882, ch. 409, §§ 35, 37, 38.
Id.,

1527, L. 1882, ch. 409, § 63.

844. Lawful money reserve.- Every bank or individual banker shall at all times have on hand in lawful money of the United States an amount equal to at least fifteen per cent of the aggregate amount of its deposits. if its principal place of business is located in any city of the state having a population of eight hundred thousand and over; and an amount equal to at least ten per cent of the aggregate amount of its deposits, if its principal place of business is located elsewhere in the state. The amount thus to be kept on hand shall be called its lawful money reserve.