BANKING LAW L. 1909, Ch. 100. "AN ACT in relation to banks, individual bankers and corporations, under the supervision of the Banking Department, constituting chapter two of the Consolidated Laws." (In effect February 17, 1909.) CHAPTER 2 OF THE CONSOLIDATED LAWS [Formerly L. 1892, Ch. 689, being chapter 37 of the General Laws.] Article 1. Short title; definitions (§§ 1, 2). 2. General provisions (§§ 3-45). 3. Banks (§§ 60-117). 4. Savings banks (§§ 130-164). 5. Trust companies (§§ 180-198). 6. Co-operative savings and loan associations (§§ 210245). 7. Building and lot associations (§§ 260-267). 8. Mortgage, loan and investment corporations (§§ 280 288). 9. Safe deposit companies (§§ 300-304). 10. Personal loan associations (§§ 310-314). 11. Laws repealed; when to take effect (§§ 330, 331). ARTICLE 1 Short Title; Definitions Section 1. Short title. 2. Definitions. § 1. Short title. This chapter shall be known as the Banking Law," and shall be applicable to all corporations and individuals specified in the next section. Formerly L. 1892, ch. 689, § 1. § 2. Definitions. Bank.- The term "bank," when used in this chapter, means any moneyed corporation authorized by law to Explanation. For location and disposition of former sections of the Banking Law see L. 1892, Ch. 689, in “Consolidated Schedule of Repeals," Vol. 7. $ 2 Definitions. Art. 1 issue bills, notes or other evidences of debt for circulation as money, to receive deposits of money and commercial paper and to make loans thereon, to discount bills, notes or other commercial paper, and to buy and sell gold and silver bullion, foreign coins, or bills of exchange. Individual Banker.- The term "individual banker," when used in this chapter, means a person who has complied with the requirements of law, and is authorized by the banking department to engage in the business of banking, and is subject to the banking law and the supervision of the superintendent of banks. Savings Bank.— The term "savings bank," when used in this chapter, means a corporation, authorized by the laws of this state, only to receive money on deposit and pay such rates of interest thereon, and to invest the same in such securities and obligations, as may be prescribed by law. Trust Company.-The term "trust company," when used in this chapter, means avy domestic corporation formed for the purpose of taking, accepting and executing such trusts as may be lawfully committed to it, acting as trustee in the cases prescribed by law, receiving deposits of moneys and other personal property, and issuing its obligations therefor, and loaning money on real or personal securities. Co-operative Savings and Loan Association. The term "cooperative savings and loan association," when used in this chapter, means a corporation formed for the purpose of encouraging industry, frugality, home-building and the saving of money by its members, the accumulation of savings, the loaning of such accumulations to its members, and the repayment to each member of his savings when they have accumulated to a certain sum, or at any time when he shall desire the same, or the association shall desire to repay the same. Building and Lot Association. The term "building and lot association," when used in this chapter, means any association or corporation organized for the purpose of accumulating a fund for the purchase of real property, to pay off incumbrances thereon, to aid its members in acquiring a building lot or lots, and making improvements thereon in the manner and form specified in the certificate of incorporation, or for all or any of such purposes. Mortgage, Loan or Investment Corporation.- The term "mortgage, loan or investment corporation," when used in this chapter, means any corporation other than an insurance corporation formed under the laws of this state or of any other state, and doing business in this state for the purpose of selling, offering for sale, or negotiating bonds or notes secured by deed of trust or Art. 1 Definitions. 8 2 mortgages on real property or choses in action, owned, issued, negotiated or guaranteed by it, or for the purpose of receiving any money or property, either from its own members or from other persons, and entering into any contract, engagement or undertaking with them for the withdrawal of such money or property at any time with any increase thereof, or for the payment to them or to any person of any sum of money at any time, either fixed or uncertain; and when applied to any foreign corporation doing business in this state shall include any association, copartnership, joint-stock company, individuals or firms organized or existing under the laws of any other state or country, and engaged within this state in any such business. 99 Safe Deposit Company.- The term "safe deposit company,' when used in this chapter, means every domestic corporation formed for the purpose of taking and receiving as bailee for safe-keeping and storage, jewelry, plate, money, specie, bullion, stocks, bonds, securities and valuable papers of any kind, and other valuable personal property, on deposit and guaranteeing their safety upon such terms and for such compensation as may be agreed upon by the company and the respective bailors thereof, and to rent vaults and safes and other receptacles for the purpose of such safe-keeping and storage. Personal Loan Association.- The term "personal loan association," when used in this chapter, means any association or corporation organized under chapter three hundred and twenty-six of the laws of eighteen hundred and ninety-five, as amended by chapter seven hundred and six of the laws of eighteen hundred and ninety-five, chapter two hundred and six of the laws of eighteen hundred and ninety-six, chapter seventy-eight of the laws of nineteen hundred and two and chapter three hundred and thirty-three of the laws of nineteen hundred and five, or under article ten of this chapter, for the purpose of aiding persons deemed in need of pecuniary assistance by loans not exceeding two hundred dollars of money at interest upon pledges or mortgage of personal property, in the manner provided in said laws and said article. Stockholder. 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 also to every owner of stock, legal or equitable, although the same may be on such books in the name of another person, but not to a person who may hold the stock as collateral for security for the payment of a debt. Formerly L. 1892, ch. 689, § 2, with L. 1892, ch. 689, § 52 pt. as am'd by L 1897, ch. 441, § 1, incorporated. ARTICLE 2 General Provisions Section 3. The banking department; superintendent. 4. Official seal of superintendent of banks. 5. Deputies, clerks and examiners of the banking depart ment. 6. Rooms and furniture. 7. Expenses, how defrayed. 8. Powers of superintendent. 9. Examination of securities deposited. 10. Unclaimed balances. 11. Examiners. 12. Examination and certificate as to payment of capital. 13. Affidavit to be made before commencing business. 14. Deposit of bonds or mortgages with superintendent. 15. Exchange of securities. 16. Publication of report of examiners. 17. Impairment of capital. 18. Causes for dissolution. 19. Proceedings against and liquidation of delinquent corporations and individual bankers. 20. Examination by order of court. 21. Reports. 22. Penalties for failure to report. 23. Books, papers and affairs to be examined. 24. Publication of reports. 25. Annual report of superintendent. 26. Reports presumptive evidence. 27. Restrictions. 28. Calculation of profits. 29. Losses in excess of profits. 30. Publication of unclaimed dividends and deposits. 31. Change of location. 32. Approval and certificate of superintendent upon incorporation. 33. Permission and certificate of superintendent in case of foreign corporations. 34. Appointment of superintendent as attorney for service of process. 35. Appointment of receiver. 36. Merger. 37. Submission of merger agreement to stockholders. Art. 2 General Provisions. §§ 3-5 Section 38. Rights of dissenting stockholders. 39. Effect of merger. 40. Rights of creditors and others having relations with merged corporations. 41. Communications from banking department. 42. Meetings of directors or trustees and reports thereto. 43. Official acts of superintendent and details of department business to be made public. 44. Banks designated as depositaries of court funds to give bonds and pay interest. 45. Banks designated as depositaries of court funds to keep books of account. § 3. The banking department; superintendent. There shall continue to be a banking department charged with the execution of the laws relating to the corporations and individuals to which this chapter is applicable. The chief officer of such department shall continue to be the superintendent thereof, to be known as the superintendent of banks, who shall be appointed by the governor, by and with the advice and consent of the senate, and shall hold his office for the term of three years. He shall not either directly or indirectly be interested in any such corporation, or as an individual banker. He shall receive an annual salary of seven thousand dollars, to be paid monthly in the first instance out of the treasury on the warrant of the comptroller. He shall, within fifteen days from the time of notice of his appointment, take and subscribe the constitutional oath of office and file the same in the office of the secretary of state, and execute to the people of the state a bond in the penalty of fifty thousand dollars, with two or more sureties to be approved by the comptroller and treasurer of the state, conditioned for the faithful discharge of the duties of his office. Formerly L. 1892, ch. 689, § 3 as am'd by L. 1897, ch. 134, § 1. § 4. Official seal of superintendent of banks. The secretary of state shall provide the superintendent of banks with an official seal. Every paper executed by him as such superintendent in pursuance of any authority conferred on him by law, and sealed with his seal of office, shall be received in evidence, and may be recorded in the proper recording offices in the same manner and with the same effect as a deed regularly acknowledged or proven. Formerly L. 1892, ch. 689, § 4. § 5. Deputies, clerks and examiners of the banking department. The superintendent of banks shall employ from time to time such clerks and examiners as |