§§ 40, 41 General Provisions. Art. 2 things in action thereunto belonging shall be deemed to be transferred to and vested in such corporation into which it has been merged, without 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. Formerly L. 1892, ch. 689, § 37, as added by L. 1895, ch. 382, § 1. § 40. Rights of creditors and others having relations with 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, and all the rights, obligations and relations of all the parties, creditors, depositors, trustees and beneficiaries of trusts shall remain unimpaired by the merger, but such corporation into which the other or others shall be merged shall succeed to all such relations, obligations, trusts and liabilities and be held liable to pay and discharge all such debts and liabilities, and to perform all such trusts 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 or assumed the relation or trust, 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. Formerly L. 1892, ch. 689, § 38, as added by L. 1895, ch. 382, § 1, and am'd by L. 1900, ch. 199, § 3. $ 41. Communications from banking department. Each official communication directed by the banking department to a bank, savings bank, or trust company, pertaining Art. 2 General Provisions. §§ 42, 43 to an investigation or examination conducted by the department, or to the affairs of such bank, savings bank or trust company, or containing suggestions or recommendations as to the conduct of the business thereof, shall be submitted, by the officer receiving it, to the board of directors or trustees of such bank, savings bank or trust company, at the next meeting of such board. Formerly L. 1892, ch. 689, § 39, as added by L. 1905, ch. 416, § 1. § 42. Meetings of directors or trustees and reports thereto. The directors or trustees of every corporation to which this chapter is applicable shall hold a regular meeting once in each month. They shall by resolution duly recorded in the minutes of the proceedings of such corporations designate an officer or officers whose duty it shall be to prepare and submit to each director or trustee at each regular meeting of the board, or to an executive committee of not less than five members of such board, a written statement of all purchases and sales of securities, and of every discount and loan, exclusive of discounts and loans of less than one thousand dollars, made since the last regular meeting of the board, describing the collateral to the loans so made as of the date of the meeting at which such statement is submitted. Such statement shall also contain a list giving the aggregate of loans and discounts to each individual, firm, corporation or association, whose liability to such corporation has been increased one thousand dollars or more since the last regular meeting of the board, together with a description of the collateral to such loans held by such corporation at the date of the meeting at which such statement is submitted. A copy of such statement, together with a list of the directors present at such meeting, verified by the affidavit of the officer or officers charged with the duty of preparing and submitting such statement shall be filed with the records of the corporation within one day after such meeting, and be presumptive evidence of the matters therein stated. Formerly L. 1892, ch. 689, § 39-a, as added by L. 1908, ch. 155, § 1. § 43. Official acts of superintendent and details of department business to be made public. 1. The superintendent of banks shall keep in his office, in a place accessible to the general public, a bulletin board upon which he shall cause to be posted at noon on Friday of each week a detailed statement, signed by him or, in case of his absence from Albany or inability to act, by the deputy superintendent in charge, giving the following items of general information with regard to the work of the department since the preceding statement: § 43 General Provisions. Art. 2 (a) The name of every corporation that has filed in the banking department a certificate of incorporation or organization, its location and the date of filing of such certificate. (b) The name and location of every corporation or individual banker authorized by the superintendent of banks to commence business, its capital, surplus and the date of authorization. (c) The name of every proposed corporation to which a certificate of authorization has been refused by the superintendent of banks, and the date of notice of refusal. (d) The name of every corporation that has applied to the superintendent of banks for permission to open a branch office, the date of such application and the location of the proposed branch. (e) The name of every corporation that has been authorized by the superintendent of banks to open a branch office, the date of approval and the location of such branch office. (f) The name and location of every corporation designated by the superintendent of banks as a depositary for the lawful money reserve of banks or trust companies, its capital, surplus and the date of designation. (g) The name and residence of every person appointed by the superintendent of banks as a deputy, examiner or employee in the banking department, the title of the office to which appointed, the compensation paid and the date of appointment. (h) The date on which a call for a quarterly report by banks or trust companies was issued by the superintendent of banks and the day designated as the day with reference to which such report should be made. (i) The name and location of every corporation or individual banker of whose property and business the superintendent of banks shall have taken possession and the date of taking possession, and the name and residence of every person appointed by the superintendent as a special deputy superintendent of banks. (j) The name and location of every corporation or individual banker which shall have been authorized by the superintendent of banks to resume business, and the date of resumption. (k) The name and location of every corporation whose creditors or depositors have been paid in full by the superintendent of banks and a meeting of whose stockholders shall have been called, together with date of notice of meeting and date of meeting. (1) The name and location of every corporation subject to the banking law whose affairs and business shall have been finally liquidated and the corperation dissolved. (m) The name and location of every corporation which has applied for approval of a change of name, and the name proposed. Arts. 2, 3 Banks. §§ 44, 45 2. Every such statement, after having been posted as aforesaid for one week, shall be placed on a file for such statements to be kept in the office of the superintendent of banks. All such statements shall be public documents and at all reasonable times shall be open to public inspection. Formerly L.. 1892, ch. 689, § 39-b, as added by L. 1908, ch. 158, § 1. § 44. Banks designated as depositaries of court funds to give bonds and pay interest. The depositaries designated by the comptroller to receive funds or moneys paid into court, shall pay a fair rate of interest, and before receiving any such deposit shall give to the people of the state a good and sufficient bond with two or more sureties, in such form as the attorney-general shall prescribe, such bond to be approved by the county judge of the county in which such savings bank, bank, trust company, bank association or banker shall be located, and by the comptroller of the state, and filed in the office of the comptroller. Formerly Code Civil Procedure, § 746 part. § 45. Banks designated as depositaries of court funds to keep books of account. Every bank or trust company holding any funds or money paid into court shall keep a book or books in which it shall make an exact account thereof. Such book or books shall state the name of the court, the title of the case, the date of receipt, from whom received, the amount of money, if any, and a description of the securities or other property received, if any, and each addition of interest; also the date and description of each order for payment and the dates and amounts of payments thereunder and to whom paid; also an account of each change of investment, if any. Formerly Code Civil Procedure, § 752 part. ARTICLE 3 Section 60. Incorporation. Banks 61. Previous notice of intention to be given. 62. When superintendent shall file certificate. 63. Examination by and certificate of superintendent. 64. Amended certificate of incorporation. 65. Certificate of individual banker. 66. General powers. 67. Lawful money reserve. 68. Payment of capital stock. 69. Annual meeting and election of directors. Banks. Section 70. Oath of directors. 71. Individual liability of stockholders. Art. 3 75. Interest permitted on advances on collateral se- 76. Deposit of banks and individual bankers with super- 77. Prohibition against sale of business by individual 78. Change from state to national bank. 79. When deemed to have surrendered its charter. 80. Reduction of capital stock in such cases. 81. Certificate of change. 82. National bank may become state bank. 83. Circulating notes; plates. 84. Circulating notes of individual banker. 85. When bank may receive interest or dividends upon 86. Redemption agencies. 87. Destruction of bank notes. 88. Destruction of plates and counterfeit notes. 89. Exchange of mutilated notes. 90. Redemption in notes of other banks. 91. Protest of notes and proceedings thereon. 92. Appointment of agent by new corporation. 93. Revocation of appointment. 94. Distribution of funds of insolvent banks. 95. Distribution of residue. 96. Publication of notices. 97. Redemption of notes held by banks and individual 98. Banks closing business. 99. Proceedings on closing bank. 100. Proportionate amount of securities to be returned 101. Deposit of cash for redemption of notes. 102. Circulation of foreign bank notes prohibited. 1 |