120 § 67 a '10 c 399

120 § 67 a '11 c 200

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.

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 conveyunces 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 else where, except as otherwise provided in this chapter in relation to the redemption of circulating notes by agents.

§ 67. Lawful money reserve. Every bank or individual banker shall at all times have on hand in lawful money of the United States, gold certificates, silver certificates, or notes or bills issued by any lawfully organized national banking association an amount equal to at least twenty-five per centum of the aggregate amount of its deposits, exclusive of deposits which are secured by outstanding unmatured bonds issued by the state of New York, if its principal place of business is located in any borough in any city of the state which borough according to the last preceding state or United States census had a population of one million eight hundred thousand or over; and an amount equal to at least twenty per centum, if its principal place of business is located in any borough, which borough according to the last preceding state or United States census had a population of one million or over, and less than one million eight hundred thousand; and an amount equal to at least fifteen per centum of the aggre gate amount of its deposits, exclusive of deposits which are secured by outstanding unmatured bonds issued by the state of New York,

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. Two-fifths of such lawful money reserve of any bank or individual banker located in any borough in any city in the state which borough according to the last preceding state or United States census had a population of eighteen hundred thousand or over, one-half of such lawful money reserve of any bank or individual banker located in any borough in any city of the state which borough according to the last preceding state or United States census had a population of less than eighteen hundred thousand and which bank or individual banker does not maintain a branch office in any borough having a population according to the last preceding state or United States census of eighteen hundred thousand or over, and three-fifths of the lawful money reserve of any bank or individual banker located elsewhere in the state 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, or a capital of at least one hundred and fifty thousand dollars and a surplus of at least one hundred and fifty thousand dollars, and approved by the superintendent of banks as a depositary of lawful money reserve. 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 from profits until the full amount of its lawful money reserve has been restored. 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 moneyed corporation. (Thus amended by L. 1909, ch. 223, in effect April 22, 1909.)

If

The

Amendment of 1909 inserted the words "or a capital of at least one hundred and fifty thousand dollars and a surplus of at least one hundred and fifty thousand dollars".

§ 68. Payment of capital stock. All of the capital stock of every bank shall be paid in before it shall commence business.

§ 69. Annual meeting and election of directors. Every bank shall hold an annual meeting for the election of directors on the second Tuesday in January or within ten days thereafter. Notice of such meeting shall be given as required by the stock corporation law. 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 in an amount equal to at least five hundred dollars; and every person elected to be a director who, after such election shall hypothecate, pledge or 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. A bank, at any annual meeting for the election of directors, provided notice thereof be given in the notice of the annual meeting, may, by a majority of all of the votes of the stockholders of such bank, fix or change by resolution the number of directors, to not less than five nor more than a certain number to be named in said resolution, which number, when so fixed, shall be the lawful number of directors of such bank until again changed. Certified copies of all resolutions fixing or changing the number of directors under this section shall be immediately filed in the banking department. One of the directors, to be chosen by the board, shall be the president of the board; and if the number of directors necessary to constitute a quorum is not prescribed in the certificate of incorporation or in the by-laws and no provision is made therein for determining the same, the directors may fix such number, which shall not be less than five, with the same effect as if such number was prescribed in the certificate of incorporation. Whenever the articles of association of any bank organized prior to the first day of January, eighteen hundred and ninety-two, or the certificate of incorporation of any bank organized after that date, shall prescribe a different qualification for directors than such as are prescribed in this section, the qualification of such directors may be changed so as to comply with the provisions of this section in the manner prescribed for a change of the number of directors under section twenty-six of the stock corporation law.

§ 70. 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 and, in case of re-election or reappointment, that such stock was not hypothecated, or in any way pledged as security for any loan or debt during his previous term. 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.

Ex

§ 71. Individual liability of stockholders. cept 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. In case any such corporation shall have been or shall be dissolved by final order or judgment of a court having jurisdiction, and a permanent receiver or receivers of the said corporation shall have been or shall be appointed, all actions or proceedings to enforce the liability of stockholders under this section shall be taken and prosecuted only in the name and in behalf of such receiver or receivers, unless such receiver or receivers shall refuse to take such action or proceeding upon proper request in that behalf made by any creditor, and in that event such action or proceeding may be taken by any creditor of the corporation.

No

§ 72. Limitation of liability of stockholders. 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 nonpayment 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.

§ 73. 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.

§ 74. Rate of interest. Every bank and private and individual banker doing business in this state may take, receive, reserve and charge on every loan and discount made, or upon any note, bill of exchange or other evidence of debt, interest at the rate of six per centum 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 of exchange 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 twice the amount of the interest thus paid from the bank or private 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 draft, 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 centum per annum.

The true intent and meaning of this section is to place and continue banks and private 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 pledges of United States bonds, and to provide for the circulation and redemption, thereof," approved June third, eighteen hundred and sixty-four.

§ 75. Interest permitted on advances on collateral security. 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.

§ 76. Deposit of banks and individual bankers with superintendent. Every 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 de