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One-half of such lawful money reserve may consist of moneys on deposit, 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. New.

§ 45. Consolidation of corporations.- Any two or more corporations organized as banks under the laws of this state and located in the same city, village or town, may consolidate into a single corporation to be located in the same place.

To effect such consolidation, the directors of such corporations may enter into an agreement under their respective corporate seals for the consolidation of the corporations, prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name and duration of the new corporation, the number of directors, the names of the persons to constitute the first board of directors, the time and place of holding the first election of directors, the manner of converting the shares of each of such corporations into the shares of the new corporation, with such other details and provisions as they may deem expedient not inconsistent with law.

Notice of the intention to consolidate shall be served personally or by mail on each stockholder of each corporation at least ten days previous to entering into such agreement.

The written consent of stockholders owning at least two-thirds in amount of the capital stock of each corporation shall be requisite to the validity of such agreement.

Upon the presentation to the superintendent of banks of such agreement duly proved or acknowledged, with satisfactory proof by affidavit or otherwise of the assent thereto of stockholders herein required and of the service of such notice upon each stockholder, the superintendent shall within a reasonable time thereafter make or cause to be made an examination of the books, property and liabilities of such corporations. From the result of such examina-, tion, the superintendent shall determine the value, in his judgment, of such property above and beyond such debts and liabilities, and make a certificate thereof; and the amount so determined and certified shall be the capital stock of the new corporation.

Such agreement and the certificate of the superintendent shall be filed and recorded in the offices where certificates of incorporation of such corporations are required to be filed and recorded and shall be published once a week for six weeks successively in the state paper, and in at least one newspaper in the county where such corporation shall be located.

R. S., 1525, L. 1882, ch. 409, §§ 48, 49, 50, 51.
Id.,

1526, L. 1882, ch. 409, § 52.

§ 46. When consolidation effected.- When such agreement shall have been recorded, such consolidating corporations shall be a single corporation in accordance with such agreement and certificate, with the same franchises, rights, powers and privileges and subject to the same duties, conditions and limitations as the several constituent corporations. Such new corporation shall be vested with all the estate, property

and credits of the constituent corporations without deed or other transfer, and shall be liable for all their contracts, debts, obligations and liabilities; and the separate existence and operation of such constituent corporations shall thereupon cease and determine. R. S., 1526, L. 1882, ch. 409, § 53.

$47. Saving clause.- No action or other proceeding pending before any tribunal in which either of the constituent corporations may be a party, shall abate or be discontinued by reason of such consolidation; but the same may be prosecuted to final judgment and execution in the same manner as before the consolidation, or the new corporation, by order of the court in which the action or proceeding may be pending, may be substituted as a party in place of either of the constituent corporations in any stage of such action or proceeding.

Such consolidation shall not in any way change or lessen the liability of the stockholders of the constituent corporations to the billholders or other creditors thereof; or any indebtedness or engagement now existing or that may exist either absolutely or contingently against any one of the constituent corporations prior to or at the time when such consolidation shall take place; nor shall the rights, remedies or security of the then existing creditors of any one of the constituent corporations be weakened or impaired by such consolidation.

R. S., 1526, L. 1882, ch. 409, §§.54, 55.

§ 48. Stock of dissenting stockholders to be appraised.Any stockholder in either of the corporations so consolidating who shall not have assented to such consolidation may, within twenty days after such agreement and certificate shall be recorded, object in writing to such consolidation and demand payment for his stock, and such new corporation shall, within three months from the filing of such dissent, pay to the dissenting stockholder the value of his stock as determined in such certificate of the superintendent of banks; and

upon payment so made by the new corporation, the interest of such stockholder in the property of such corporation shall cease, and such stock may be held and disposed of by the new corporation for its own benefit.

R. S., 1526, L. 1882, ch. 409, § 56.

$49. Payment of capital stock. At least fifty per cent of the capital stock of every bank shall be paid in before it shall commence business, and the remainder of its capital stock shall be paid in installments of at least ten per cent each on the whole amount of the capital, as frequently as one installment at the end of each succeeding month from the time it shall be authorized by the superintendent of banks to commence business, and the payment of each installment shall be certified to the superintendent under oath by the president or cashier of the corporation.

R. S, 1518, L. 1882, ch. 409, § 18.

N. B. A., § 5140.

$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 director shall be filled by election by the stockholders; but vacancies not exceeding one-third of the whole number of the board may be filled 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.

R. S., 1526, L. 1882, ch. 409, § 58.

Mainly new.

§ 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.

New.

§ 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

The stockholders are also subject to the liability imposed by the stock corporation law, but this liability ceases when the capital stock has all been paid in, and a certificate of such payment filed as required. The only continuing liability is the one prescribed by this section.

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