Corporators. Corporate name and powers. Proviso. Capital stock. CHAPTER III. An Act to incorporate the Middlesex County Bank, of Perth 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That William King, Eber II. Hall, U. Burdge Watson, William Hall, Charles McK. Smith, J. Lawrence Kearney, Patrick Convery, John Manning, Florian W. Gordon and their associates, shall be, and they are hereby created a body politic and corporate, by the name of the "Middlesex County Bank," and shall be located at Perth Amboy, in the county of Middlesex, state of New Jersey, and by that name they shall have and exercise banking powers, and the incidental corporate powers enumerated in the first section of the "Act concerning Corporations;" provided, that the said corporation shall not trade or deal in anything except money, bills of exchange, promissory notes, gold and silver bullion, and the national legal notes of the United States; and shall in no case hold any real estate, goods, wares, merchandise or chattels, except such as may be necessary for the convenient transaction of its business, or shall be mortgaged or pledged to it as security for debt, loans or contracts, or shall be conveyed or sold in full or part satisfaction of debts previously contracted in the course of dealing, or shall be purchased upon judgment or execution for the purpose of bona fide making or securing a debt or debts due or owing said corporation. 2. And be it enacted, That the capital stock of the said corporation shall be fifty thousand dollars, with liberty to increase it to two hundred thousand dollars, and shall be divided into shares of one hundred dollars each, and that Commission the said William King, Eber H. Hall, U. Burdge Watson, subscriptions. William Hall, Charles McK. Smith, J. Lawrence Kearney, ers to receive Patrick Convery, John Manning, Florian W. Gordon, or a majority of them, shall be and they are hereby appointed commissioners to open books of subscription in the said county of Middlesex, for and receive subscriptions to said capital stock, giving at least fourteen days' notice in one of the newspapers printed in said county of Middlesex of the time and place of receiving said subscriptions; that the said books, after having been opened, shall be kept open for five successive days, unless the amount of said capital shall be sooner subscribed for; that at the time of subscribing for the said stock the respective subscribers shall pay to said commissioners five dollars upon each share subscribed for, and that the said corporation shall have liberty to commence business as soon and not before fifty per centum of its capital stock shall be actually paid in cash. cers, &c. 3. And be it enacted, That the affairs of said corporation Directors, offshall be managed by a board of not less than seven nor more than eleven directors, five of whom shall be a quorum for the transaction of business, except in cases of discount, which may be regulated by the by-laws; that the said directors shall be stockholders, and a majority of whom shall be residents of this state, and shall, before entering upon the duties of said office, severally take and subscribe an oath or affirmation faithfully to execute the trust reposed in them as directors; that the directors shall hold their office for one year, and until their successors shall be chosen and qualified; that the annual election of directors shall be held on the second Tuesday of January in every year, at the banking house of said corporation, at such time as the board of directors shall appoint, of which election at least ten days' notice. shall be given by the directors by an advertisement in one or more of the newspapers published in the county of Middlesex; that the said election shall be by ballot, those having the greatest number of votes to be deemed elected, and shall be elected by such of the stockholders as may attend in person or by proxy, each stockholder being entitled to one vote for each share of stock standing in his, her or their own name or names on the books of the corporation for thirty days at least next preceeding such election; that for the well ordering of said election the board of directors shall previously thereto appoint three stockholders not being directors to be judges thereof, who shall conduct said. election and determine upon the legality of the votes, the eligibility of persons voted for, and who shall be elected, and in all cases of an equality of votes between two or more persons voted for, thereby preventing an election of a full board, the said judges or a majority of them shall thereupon select from those not elected and having the highest number of votes, as many as may be required to make up the full number of directors; and the directors so elected or chosen shall at the first meeting thereafter, when a quorum shall be present, elect one of their number to be president, as well of their board as of said corporation; and whenever a vacancy shall occur in said board of directors, by death, resignation or otherwise, such vacancy may be filled for the remainder of the year by the board of directors; and if at any time it shall happen that an election of directors shall not take place not to dissolve at the time above required, the said corporation shall not for that reason be deemed dissolved, but an election for directors shall in such case be held as soon as conveniently may be thereafter, upon like notice as above directed, and at the place and in the mode above specified. Failure to elect directors rectors. Election of di- 4. And be it enacted, That as soon as conveniently may be after the sum of twenty-five thousand dollars of said capital stock is subscribed, and actually paid in cash, the said commissioners or a majority of them, shall call a meeting of the subscribers to the said capital stock, in the city of Perth Amboy, to elect the first board of directors, by giving at least ten days notice of the time and place of said meeting by advertisement in one or more of the newspapers published in the county of Middlesex, and at such meeting the said commissioners, or a majority of them, shall be the judges of the said first election, and shall have the same powers as the judges of the annual election of directors; and they shall conduct the said first election as near as may be in the manner herein before prescribed for said annual elections, such of the subscribers as may attend said meeting in person or by proxy being entitled to one vote for each share of stock respectively subscribed for by them; and the said first board of directors shall, as soon as conveniently may be after said election, organize by electing a president, in the manner hereinbefore prescribed for the election of a president, and shall also elect a cashier; and after the said board shall be thus organized it shall be the duty of said commissioners to pay over to the said board of directors all the moneys received by them for subscriptions to said capital stock, deducting and retaining therefrom only the necessary expenses incurred by them, and the receipt of the said president and cashier in behalf of said board of directors for said moneys shall be full and absolute acquittance and discharge therefor, and the said board of directors shall hold their offices until the second Tuesday in January, in the year one thousand eight hundred and seventy-three, and until their successors are chosen and qualified. amount sub feiture. 5. And be it enacted, That the capital stock shall be deemed May call in personal property, and shall be subjected to such taxes as scribed under all other banking institutions in the state are liable to, and try of forthe real estate of such corporation may be taxed as other lands of banks in this state are or may be taxed, and that the board of directors, for the time being, shall have full power o call in the residue of the subscriptions to the said capital stock by such installments and at such times as the board may think proper, under the penalty of the holders of said. stock forfeiting to the said corporation all previous payments thereon, which forfeiture may be made and declared by order or resolution of said board; provided, that at least twenty Proviso. days' previous notice of the time and place for the payment of any installments for non-payment, whereof said forfeiture is declared, shall be given by advertisement in one or more of the newspapers printed in the county of Middlesex; and provided, that said forfeiture shall not relieve subscribers of Proviso. any liability on their subscriptions. 6. And be it enacted, That the cashier shall be appointed Cashier. by the board of directors; he shall be subject to removal at the pleasure of the board; and on such appointment or re-appointment the said cashier shall, before entering upon the duties of his office, take an oath or affirmation faithfully to perform the duties of his office, and shall give bond or bonds, with good and sufficient security, to be approved by the board of directors, in the penal sum of at least twenty thousand dollars, conditioned for the faithful performance of his duties as cashier of said bank. notes issued corporation. 7. And be it enacted, That the said corporation shall not Alls and issue bills or notes of less denomination than one dollar; and binding on the the bills or notes which may be issued by said corporation, signed by the president and countersigned by the cashier, promising the payment of money to any person or persons, his, her or their order, or to bearer, although not under the seal of said corporation, shall be binding and obligatory on said corporation, and of like force and effect, and shall be assignable and negotiable in like manner as if made by a natural person or persons; and all bills obligatory and of credit under the seal of said corporation, which shall be made. for the payment of money to any person or persons, shall be Semi annual dividends. Rate of discount Proviso. No transfer of stock shall be sons indebted assignable by assignment endorsed thereon, under the hand or hands of such person or persons, and his, her or their assignee or assignees, successively, and all bills or notes, bills obligatory, or of credit made or issued by said corporation, shall be deemed and taken to be payable and demandable at the banking house of said corporation. 8. And be it enacted, That it shall be the duty of the board of directors of the said corporation to make semiannual dividends, of so much of the profits of the business of said corporation as the board shall deem advisable; but no dividend shall be made of any part of the capital stock. 9. And be it enacted, That the rate of discount at which loans may be made by said corporation, shall not exceed the legal rate of interest in this state, established for the time being provided, that nothing herein contained shall be construed to prohibit the said corporation from dealing in bills of exchange, and the purchase and sale of the bonds, notes and bills of the government of the United States, and the bonds and securities of the state of New Jersey, or of any town, city or county thereof. 10. And be it enacted, That no transfer of the stock of made by per said corporation shall be made by any stockholder from whom to corporation any debts are due to the said bank, or who is the drawer or indorser of any bill of exchange or note discounted and held by said bank, when said bill of exchange or note is due, without the consent of the said board of directors; but such stock shall be and remain liable for the payment of such notes or bills of exchange. Refusal to redeem to debar rations. 11. And be it enacted, That if at any time the said corbanking ope poration shall refuse or neglect, on demand being made at their banking house during the regular hours of business, to redeem in lawful noney any of the bills or notes issued by it, and which may then be due and payable, the said corporation shall thereupon under the pain of forfeiting its charter, wholly discontinue and cease from banking operations until such bills or notes are fully paid; provided, that the provisions of the act entitled "An act to suspend the penalties of the non-redemption in specie of bank notes," approved March twenty-fourth, one thousand eight hundred and sixty-two, and the supplement thereto, approved March sixth, one thousand eight hundred and sixty-three, be and continue in force in relation to the bank incorporated by this act. Proviso. |