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SECTION 101. Deposit of cash for redemption of notes.

102. Circulation of foreign bank notes prohibited.
103. Notes not receivable at par not to be paid out.
104. Bills or notes must be payable on demand.

105. When bills of exchange to be without grace.

106. Transfers of securities by superintendent to be countersigned by treasurer.

107. Unauthorized banking prohibited.

108. Restrictions as to foreign corporations.

109. Restrictions as to banks and their officers.

110. Bills payable otherwise than in money prohibited.

111. Certain bills declared to be promissory notes.

112. Use of sign indicating bank by unauthorized persons prohibited.

113. Lost bank certificate; application to court for order requiring pay

ment.

114. Petition; service of.

115. Bank to furnish information.

116. Notice; order, and publishing.

117. Contents of notice.

118. Application for final order.

119. Order; filing, and service; refusal to pay.

120. Bond discharged; bank released.

§ 60. Incorporation.

Five or more persons may form a corporation to be known as a bank. Such persons shall make, acknowledge and file 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 state:

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 dates 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. A duplicate of such certificate when filed shall be recorded by the county clerk in the books kept for the record of certificates of incorporation, and a duplicate 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.

58;

(Former section 40; R. S., 1522, 1524, 1526; L. 1882, ch. 409, §§ 29, 30, 39, L. 1893, ch. 408; L. 1908, ch. 125.)

Blank forms for the organization of banking associations may be obtained from the superintendent of the banking department.

See sections 12, 32, 68, 69; General Corporation Law, §§ 4, 6, 26, 37; Stock Corporation Law, § 25; Tax Law, §§ 183, 190.

1. All those who execute the organization certificate should be included in the published intention to organize; and where new names are added after the publication of intention, the certificate of organization should be refused. Opinion Atty.-Gen., April 22, 1909.

2. As to constitutionality of later liability imposed on stockholders by statute, see Matter of Lee's Bk. of Buffalo, 21 N. Y. 9.

§ 61. Previous notice of intention to be given. Before filing such organization certificate, a notice of intention to organize such bank shall be published at least once a week for four weeks in a newspaper to be designated by the superintendent of banks published in the city or town where such bank is proposed to be located. Such notice shall specify the names of the proposed corporators, the name of the proposed corporation and its location as set forth in such organization certificate. If any bank or banks are organized and doing business in such city or town a copy of such notice shall also be sent to each bank so organized and doing business at least fifteen days before the filing of the organization certificate.

(Former section 41; R. S., 1523; L. 1882, ch. 409, § 34.) See General Corporation Law, § 7.

62. When superintendent shall file certificate.

Upon the receipt

of any such organization certificate at the office of the superintendent, if it shall not be in form and substance, or duly and properly acknowledged, as required by this article, or shall not be accompanied by evidence satisfactory to the superintendent of the publication and service in good faith according to the intent and purpose of this chapter of the notice required by this article, the superintendent shall refuse to file such certificate until it shall be amended to conform to the provisions of this article. If such certificate is in due form and duly executed according to the provisions of this article, and is accompanied by evidence satisfactory to the superintendent of the proper publication and service in good faith of such notice, he shall forthwith indorse the same over his official signature, "filed for examination," with the date of such indorsement.

(Former section 42; R. S., 1523; L. 1882, ch. 409, §§ 32, 33.)

63. Examination by and certificate of superintendent. When such certificate shall have been filed, the superintendent shall ascertain from the best sources of information at his command whether the character and general fitness of the persons named as stockholders in the certificate are such as to command the confidence of the community in which such bank is proposed to be located, and whether the public convenience and advantage will be promoted by its establishment. If so satisfied, he shall, within sixty days after such certificate has been filed by him for examination, issue under his hand and official seal the certificate of authorization required by this chapter. The superintendent shall transmit such certificate of authorization to the county clerk of such county, who shall file the same and attach it to the organization certificate previously filed by him and record both certificates in the book of records of incorporation; the superintendent shall also file a duplicate of such certificate in his own. office. If the superintendent shall not be satisfied that the establishment of the bank as proposed in any organization certificate filed by him is expedient and desirable, he shall, within sixty days after the filing of such certificate by him, give notice to the county clerk of such county that he refuses to issue a certificate of authorization for

such bank, which notice shall be forthwith filed by the county clerk with the organization certificate.

(Former section 43; R. S., 1523, 1527; L. 1882, ch. 409, §§ 35, 37, 38.) See General Corporation Law, § 11.

864. 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 president 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.

(Former section 44; L. 1882, ch. 409, § 34; L. 1908, ch. 125, § 2.) See General Corporation Law, § 7.

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§ 65. 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 of this section shall, for each neglect, forfeit one thousand dollars to the people of the state. Every notice of change of residence so filed shall be published by the superintendent in the state paper, and in such other newspapers and for such period of time as he may direct, not exceeding three months, and the expense of such publication shall be paid to the superintendent by the individual banker to whom the notice relates.

(Former section 45; L. 1908, ch. 125, § 2.)

See section 2, ante.

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§ 66. General powers. In addition to the powers conferred by the general and stock corporation laws every bank shall have power: 1. To exercise by its board of directors, or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of banking; by discounting and negotiating promissory notes, drafts, bills of exchange and other evidences

of debt; by receiving deposits; by buying and selling exchange, coin and bullion; by loaning money on personal security; 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 interestbearing 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 conveyances 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 elsewhere, except as otherwise provided in this chapter in relation to the redemption of circulating notes by agents.

(Former section 46; L. 1882, ch. 409; L. 1908, ch. 125, § 2.)

See section 27, ante; General Corporation Law, §§ 10, 11, 14; Stock Corporation Law, § 18; Penal Law, §§ 290, 297, 298, 300.

1. A bank, unless restrained by its charter, may take a mortgage to secure anticipated, as well as actual liability. But the specification of certain powers is an implied prohibition of the exercise of other and distinct powers (citing 15 Johns. 383). A national bank may not take a mortgage for future indebtedness —such mortgage is void under U. S. Law, June 3, 1864. Crocker v. Whitney, 71 N. Y. 161; 10 N. Y. 550; Sandf. Ch. 179.

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