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perintendent 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.
R. S., 1528, L. 1882, ch. 409, §§ 66, 67.
§ 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.
R. S., 1528, L. 1882, ch. 409, §§ 64, 65.
$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.
R. S., 1551, L. 1882, ch. 409, § 169.
§ 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 de fending 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
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 preced ing payment therefor.
R. S., 1551, L. 1882, ch. 409, § 168, 171.
1552, L. 1882, ch. 409, § 175.
§ 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.
R. S., 1551, L. 1882, ch. 409, § 172.
§ 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 corporation 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.
R. S., 1551, L. 1882, ch. 409, § 173.
§ 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 certifi cate, 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 may be proper and just and not inconsistent with law.
R. S., 1552, L. 1882, ch. 409, §§ 177, 178.
$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 superintend ent may thereupon issue to such bank circulating notes in the simil itude 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 hundred and one thousand dollars, which shall be countersigned, numbered and registered in proper books to be provided and kept for that purpose in the office of the superintendent, under his direction, by such person as he shall ap point for that purpose, so that each denomination of such circulating notes shall bear the uniform signature of such register, or one of such registers. Such notes shall also have stamped on their face the words "secured by the pledge of public stocks."
The aggregate amount of notes thus issued to any bank or individnal banker shall not exceed ninety per cent of the market value, and in no case ninety per cent of the par value, of the stock, bonds or other securities so deposited with or transferred to the superintendent by such bank or banker. Such bank or banker, having executed and signed such circulating notes in the manner required by law to make them obligatory promissory notes payable on demand, if of a denomination less than one thousand dollars, at the place of business within this state of such bank or banker, if of a denomination of one thousand dollars, payable at such place of business or at any redemption agency of such bank or banker, may loan and circulate the same as money according to the ordinary course of banking business as regulated by the laws and usages of this state. The securities so deposited with and transferred to the superintendent shall be held by him as security for such circulating notes and exclusively for their redemption and until the same are paid. The plates, dies and materials procured by the superintendent for printing and making such circulating notes shall remain in his custody and under his direction. R. S., 1530, L. 1882, ch. 409, $$ 70, 71, 72.
1531, L. 1882, ch. 409, $ 73, 74.
$65. Circulating notes of individual banker.- The circulating notes delivered to an individual banker shall express only the individual liability of the banker and shall be signed by him only and not by any attorney or agent. Any banker or person acting as his attorney or agent who shall violate any provision of this section shall forfeit to the people of the state one hundred dollars for each offense, to be collected and paid into the treasury to defray the general expenses of the banking department.
The superintendent shall not issue circulating notes to any individual banker designating such individual as a bank unless as an addition to his own proper name. If such individual shall have partners in the business of banking at the time of commencing the same, such fact shall be shown by the words "and company," to be added to his own proper name, upon every note issued to him or them from the banking department.
If it shall appear, by the return of any individual banker or by the report of any person designated by the superintendent of banks that any other person is interested with such individual banker di