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posit with the superintendent of banks are insufficient to pay in full the creditors and shareholders residing in this state, or that it is insolvent, or has suspended business, or that insolvency or bankruptcy proceedings have been taken against it either voluntarily or involuntarily, the supreme court may, upon due notice to the attorneygeneral, and upon such notice to the corporation, 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.

$ 34. Merger.— Any two or more corporations, other than savings banks organized under any one article of this chapter, or organized under the laws of this State for the purposes, or either of them, mentioned in any one article of this chapter, are hereby authorized to merge one or more of said corporations into another in the manner following: The respective boards of directors of such corporations may enter into and make an agreement, under their respective corporate seals, for the merger of one or more of said corporations into another of them, prescribing the terms and conditions thereof and the mode of carrying the same into effect, which agreement shall be subject to the approval of the superintendent of banks.

Added by chap. 382 of 1895. Took effect April 23, 1895.

$35. Submission of merger agreement to stockholders -Such agreement shall be submitted to the stockholders of each of such corporations at a meeting thereof to be called upon notice of at least two weeks, specifying the time, place and object thereof, addressed to each stockholder at his last known post-office address and deposited in the post-office, postage prepaid, and published for at least two successive weeks in one of the newspapers in each of the counties of this State in which either of such corporations shall have its principal place of business, and if such agreement shall be approved at each of such meetings of the respective stockholders separately by the vote or ballot of the stockholders owning at least two-thirds of the stock, the same shall be the agreement of such corporations. A sworn copy of the proceedings of such meetings, made by the secretaries thereof, respectively, shall be presumptive evidence of the holding and action of such meetings. Such agreement and verified copy of proceedings of such meetings shall be made in duplicate and filed in the office of the superintendent of banks and in the office of the clerk of the county in which the principal place of business of the corporation into which such corporation or corporations shall be merged is located, and thereupon such corporations shall be merged as specified in such agreement, and the provisions of such agree

ment shall be carried into effect as therein provided; and it shall be lawful for said corporation into which the others shall have been merged to require the return of the original certificate of stock held by each stockholder in each or either of the companies, and in lieu thereof to issue new certificates for such number of shares of its own stock as under the agreement of merger the said stockholder may be entitled to receive.

Added by chap. 382 of 1895. Took effect April 23, 1895.

$36. Rights of dissenting stockholders. If any stockholder not voting in favor of such agreement of merger shall, at such meeting or within twenty days thereafter, object to such merger and demand payment for his stock, or in the case of building and mutual loan associations or co-operative loan associations, if such stockholder be a borrower, liquidation of his indebtedness and cancellation of his stock, such stockholder, if the merger takes effect at any time thereafter may, at any time within sixty days after such merger, apply to the supreme court at any special term thereof, held in the district in which the county is situated in which such corporation into which the other or others may be merged may have its principal place of business, upon at least eight days notice to said corporation, for the appointment of three persons to appraise the value of his stock, or the amount of said indebtedness, if any, and the court shall appoint such appraisers and designate the time and place of their first meeting, with such directions in regard to their proceed. ings as shall be deemed proper, and also direct the time and manner in which payment of such stock to such stockholder or liquidation of such indebtedness by him and cancellation of his stock shall be made. The court may fill any vacancies in the board of appraisers occuring by refusal or neglect to hold such office. The appraisers shall meet at the time and place designated and after being duly sworn shall honestly and faithfully discharge their duties and estimate and certify the value of such stock, and the amount of such in debtedness, if any, at the time of such decision, and deliver one copy to such corporation and another to such stockholder if demanded; the charges and expenses of the appraisers shall be paid by the corporation. When the corporation shall have paid the appraised value of such stock, or if such stockholder be a borrower as aforesaid when he shall have paid the amount of his indebtedness as fixed by such appraisal, as directed by the court, said stock shall be canceled and such stockholder shall cease to be a member of said corporation or to have any interest in such stock and in the corporate property, and such stock may be held and disposed of by the corporation for its own benefit; and if such stockholder be a borrower as aforesaid proper instruments of acquittance shall be duly executed and delivered to him by the corporation and thereupon he shall be discharged from all further liability to the corporation.

Added by chap. 382 of 1895. Took effect April 23, 1895.

37. Effect of merger.-Upon the merger of any corporation in the manner herein provided all and singular the rights, franchises and interests of the said corporation so merged in and to every species of property, real, personal and mixed, and things in action thereunto belonging shall be deemed to be transferred to and vested in such corporation into which it has been merged, with. out any other deed or transfer, and said last named corporation shall hold and enjoy the same and all rights of property, franchises and interests in the

same manner and to the same extent as if the said corporation so merged should have continued to retain the title and transact the business of such corporation; and the title and real estate acquired by the said corporation so merged shall not be deemed to revert by means of such merger or anything relating thereto.

Added by chap. 382 of 1895. Took effect April 23, 1895.

$38. Rights of creditors of merged corporations.-The rights of creditors of any corporation that shall be so merged shall not in any manner be impaired by any such merger, nor shall any liability or obligation for the payment of any money due or to become due, or any claim or demand, in any manner, or for any cause existing against such corporation, or against any stockholder thereof, be in any manner released or impaired, but such corporation into which the other or others shall be merged shall succeed to such obligation and liabilities and be held liable to pay and discharge all such debts and liabilities of the merged corporation in the same manner as if such corporation into which the other shall become merged had itself incurred the obligation or liability, and the stockholders of the respective corporations so entering into such agreement shall continue subject to all the liabilities, claims and demands existing against them as such at or before such merger, and no suit, action or other proceeding then pending before any court or tribunal in which any corporation that may be merged is a party shall be deemed to have abated or discontinued by reason of any such merger, but the same may be prosecuted to final judgment in the same manner as if the said corporation had not entered into the said agreement, or the said last-named corporation may be substituted in the place of any corporation so merged as aforesaid, by order of the court in which such action, suit or proceeding may be pending. Added by chap. 382 of 1895. Took effect April 23, 1895.

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56. Rate of interest on loans on warehouse receipts.

57. Deposit of banks and individual bankers with superintendent.

58. Prohibition against sale of business of individual banker.

SECTION 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.

64. Circulating notes; plates.

65. Circulating notes of individual bankers.

66. When bank may receive interest or dividends upon securities


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


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 authorized 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


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 twenty-five thousand dollars in any village, incorporated or unincorporated whose population does not exceed two thousand, and

not less than fifty thousand dollars in any city, village or town whose population exceeds two thousand but does not exceed thirty thousand, and not less than one hundred thousand dollars elsewhere, the population in each case to be ascertained or determined by the last federal or state enumeration; 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 date 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 books 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.

Am'd by ch. 408 of 1893.

R. S., 1522, L. 1882, ch. 409, § 29, 30.
1524, L. 1882, ch. 409, § 39.
1526, L. 1882, ch. 409, § 58.



§ 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 pre-ident 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

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