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privileges, "being in derogation of public rights belonging to the State, or its citizens generally, must be construed strictly, and with reference to the intent and particular objects of the grant." Chancellor, M. B. Co. v. U. and S. R. R. Co., 6 Paige, 565.

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3. It is right that new grants should be made when the public good calls for them, although they may become rivals to pre-existing establishments made under legislative authority. A franchise may be said to be "taken," within the meaning of the section of the State constitution, prohibiting the taking of private property for public use, without just compensation, when the owner is deprived of the power or means of exercising it. But it is not taken when its emoluments are merely diminished by an improvement, which does not destroy or impair such power or means. The philological interpretations of the verb 'to take' are very numerous, but none of them indicate that an indirect reduction of the profits of a thing constitute a seizure of it, so long as its substance, whether physical or moral, remains intact. The damage from a loss of profits may be equally great, whether it results from a deprivation of their substantial emolument, or from other and indirect causes, but the remedies may be different, and, in many cases where the means are indirect, the law gives no redress." STRONG, J. Matter of Hamilton Ave., Brooklyn, 14 Barb. 411, id. 559.

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§ 4. The legislature shall, by general law, conform all charters of savings banks, or institutions for savings, to a uniformity of powers, rights and liabilities, and all charters hereafter granted for such corporations shall be made to conform to such general law, and to such amendments as may be made thereto. And no such corporation shall have any capital stock, nor shall the trustees thereof, or any them, have any interest whatever, direct or indirect, in the profits of such corporation; and no director or trustee of any such bank or institution shall be inteested in any loan or use of any money or property of such bank or institution for savings. The legislature shall have no power to pass any act granting any special charter for banking purposes; but corporations or associations may be formed for such purposes under general laws.

1. This section was amended by vote of the people November 3, 1874. Went into effect January 1, 1875.

2. "The charter of the United States Trust Company is not unconstitutional. It is a corporation created for banking purposes within the meaning of section 4 of the Constitution. Banking is there used in its still familiar and proper sense, that business which might be carried on by banking associations under the law to authorize the business of banking passed April 18, 1838. That law has been amended and reference made each time to its title authorizing the business of banking' before the constitution was adopted in 1840, chapter 363, in 1841, chapters 26 and 319, in 1844, chapters 41 and 281, and the meaning of the word had thus become fixed by legislative use also." MITCHELL, J. United States Trust Co., Receiver, v. Brady, 20 Barb. 121.

3. "The legislature is the sole and final judge in respect to the cases in, and the purposes for which corporations should be created by special laws, rather than under general laws, and may, by special act, grant a charter for any lawful purpose other than a bank or a village." ALLEN, J. G. E. R. Co. v. Anderson,

3 Abb. N. C. 454.

§ 5. The legislature shall have no power to pass any law sanctioning in any manner, directly or indirectly, the suspension of specie payments, by any person, association or corporation issuing banknotes of any description.

§ 6. The legislature shall provide by law for the registry of all bills or notes, issued or put in circulation as money, and shall require ample security for the redemption of the same in specie.

7. The stockholders in every corporation and joint-stock association for banking purposes shall be individually responsible to the amount of their respective share or shares of stock in any such corporation or association, for all its debts and liabilities of every kind.

1. See section 125 of the Revision and notes (amended by Convention 1894). 2. "These constitutional provisions manifest a decided intention to protect at all events the creditors of the bank as against the bank, to the extent of its ability to pay, and as against the stockholders in addition to the extent of their stock." HODGEBOOM, J. Pruyn v. Van Allen, Receiver, Bank of Albany, 39 Barb. 356; Matter of Empire City Bank, 18 N. Y. 199; Matter of Reciprocity Bank, 22 id. 9.

3. It was not the intention of the constitution that stockholders should be reimbursed any part of their contributions, until the debts of the corporation were extinguished; but, on the contrary, it was designed to make the stockholders liable to the creditors to the full extent of their stock, until the debts are fully paid. Id.

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4. The liability imposed upon the stockholders of banking associations is a several liability for a ratable and equal share of the debts, in proportion to the whole debts and the whole capital stock, and not a liability to each creditor until he is paid, limited only by the amount of stock held by stockholders, and the statute gives no authority or jurisdiction to make more than one judgment, the first apportionment and judgment remaining unreversed." EMOTT, J. Matter of Hollister Bank, 27 N. Y. 400, 84 Am. Dec. 292.

5. The stockholders of a bank organized under the laws of this State which becomes insolvent, are not entitled to receive or have divided among themselves any of its assets, until its debts are paid in full. In this case, upon an applica tion by the receiver to the court for an order to divide the residue of the assets in his hands pro rata among the creditors, certain of the stockholders who had paid their ratable proportion of the apportionment made upon them as aforesaid, claimed that by virtue of such payment they had become creditors of the bank, and were entitled, with other creditors, to be included in such pro rata distribu

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Held, that such stockholders must remain debtors to the corporation, until the creditors are paid the amount of the apportionment. Hollister et al. v. Hollister Bank of Buffalo, 2 Keyes, 245.

6. A safe deposit company had authority under its charter (8 5, ch. 816, Laws of 1868), to issue certificates for moneys deposited. Held, the grant of this power was not in conflict with the constitutional prohibition against the granting of a special charter for banking purposes. Pardee v. Fish, 60 N. Y. 271; S. C. 19 Am. Rep. 176, aff'g 67 Barb. 407.

7. Authorities collated upon the question as to when, so far as the liability of trustees and stockholders of a corporation is concerned, it may be deemed to be dissolved. Bruce et al. v. Platt et al., 80 N. Y. 379.

§ 8. In case of the insolvency of any bank or banking association, the bill-holders thereof shall be entitled to preference in payment, over all other creditors of such bank or association.

EXTRACT FROM GENERAL BUSINESS LAW.

§ 374. Corporations prohibited from interposing defence of usury. — No corporation shall hereafter interpose the defence of usury in any action. The term corporation, as used in this section, shall be construed to include all associations, and joint stock companies having any of the powers and privileges of corporations not possessed by individuals or partnerships.

1. As to interest charged by banks and individual bankers, see §§ 74, 75, Banking Law, ante.

PROVISIONS OF THE PENAL LAW APPLICABLE TO BANKS AND BANKING OFFICIALS.

§ 290. Misconduct of officers, directors, trustees or employees of banking corporations. A director of a corporation, organized under the laws of this state, having banking powers, who concurs in any vote or act of the directors of such corporation, or any of them, by which it is intended to make a loan or discount to any director of such corporation or upon paper upon which any such director is liable or responsible to an amount exceeding the amount allowed by statute; or.

Any director, trustee, officer or employee of any corporation to which the banking law is applicable who makes or maintains or attempts to make or maintain, a deposit of such corporation's funds. with any other corporation on condition, or with the understanding,

express or implied, that the corporation receiving such deposit make a loan or advance, directly or indirectly, to any director, trustee, officer or employee of the corporation so making or maintaining or attempting to make or maintain such deposit; or,

Any officer or employee of any corporation to which the banking law is applicable, who intentionally conceals from the directors or trustees of such corporation any discounts or loans made by it between the regular meetings of its board of directors or trustees, or the purchase of any securities or the sale of any of its securities during the same period, or knowingly fails to report to its board of directors or trustees when required to do so by law, all discounts or loans made by it and all securities purchased or sold by it between the regular meetings of its board of directors or trustees; or,

Any director, officer or employee of a trust company who makes any agreement, express or implied, before or at the time of issuing a certificate of deposit, by which its holder may demand or receive payment thereof in advance of its maturity,

Is guilty of a misdemeanor.

Nothing in this section shall render any loan made by the directors of any such corporation, in violation thereof, invalid.

A certificate of deposit made payable at a future date or within a certain period which elapses before the future date violates above section. Opinion Atty. Gen., April 26, 1909.

291. Sale or hypothecation of bank notes by officer. An officer or agent of any corporation having banking powers, who sells, or causes or permits to be sold, any bank notes of such corporation, or pledges or hypothecates, or causes or permits to be pledged or hypothecated, with any other corporation, association or individual, any such notes, as a security for a loan or for any liability of such corporation, is punishable by imprisonment in a county jail not exceeding one year, or by a fine not exceeding five thousand dollars, or both.

292. Officer of bank putting excessive number of its notes in circulation. An officer or agent of any corporation having banking powers, who issues or puts in circulation, or causes or permits to be issued or put in circulation, the bank notes of such corporation to an amount, which, together with previous issues, leaves in circulation

or outstanding a greater amount of notes than such corporation is allowed by law to issue and circulate, is punishable by imprisonment in a county jail not exceeding one year, or by a fine not exceeding five thousand dollars, or both.

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§ 293. Officer or agent of banking corporation making guaranty, or indorsement in its behalf, beyond the legal limit. An officer or agent of any banking corporation, who makes or delivers any guaranty or indorsement on behalf of such corporation, whereby it may become liable on any of its discounted notes, bills or obligations, in a sum beyond the amount of loans and discounts which such corporation may legally make, is guilty of a misdemeanor.

§ 294. Bank officer overdrawing his account or asking for or receiving commissions or gratuities from persons procuring loans or making overdrafts of their accounts. An officer, director, agent, teller, clerk or employee of any bank, banking association, savings bank or trust company, who:

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1. Knowingly overdraws his account with such bank, banking association, savings bank or trust company, and thereby obtains the money, notes or funds of any such bank, banking association, savings bank or trust company; or,

2. Asks or receives, or consents or agrees to receive any commission, emolument, gratuity or reward, or any promise of any commission, emolument, gratuity or reward, or any money, property or thing of value or of personal advantage, for procuring or endeavoring to procure for any person, firm or corporation, any loan from, or the purchase or discount of any paper, note, draft, check or bill of exhange, by any such bank, banking association, savings bank or trust company, or for permitting any person, firm or corporation to overdraw any account with such bank, banking association, savings bank or trust company.

Is guilty of a misdemeanor.

1. August 1, 1905, the attorney-general rendered an opinion that this section does not prohibit an officer, director or other person therein named from obtaining a loan from a bank, banking association, savings bank or trust company. He added:

"Its purpose was to prohibit the asking or receiving of any compensation for (1) procuring or endeavoring to procure for any person, firm or corporation, any loan from any bank, banking association, savings bank or trust com

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