Distribution of assets.

liable to receiver.

priated to the payment of said bills or notes, except in case of fraud committed by said directors.

14. And be it enacted, That if the assets of said corporation and the property of said directors shall prove insufficient to redeem the whole of said bills or notes, then the amount that shall or may be realized from said assets and property, shall be distributed ratably among the holders of said bills or notes, and the stockholders of said corporation, at the time of its becoming insolvent, other than said directors, shall be Stockholders jointly and severally liable to any receiver or receivers that shall or may be appointed as aforesaid, to an amount sufficient to redeem said bills after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, that no stockholder other than said directors shall be made liable to an amount exceeding the par value of the stock held by him or her at the time said corporation becomes insolvent, and if that amount shall not be required for the full redemption of said bills and notes, then said stockholders shall be liable in ratio of the stock so held by them, and it shall not be lawful for any such stockholder to assign or otherwise transfer his stock or other property to avoid such liability.

Proviso.

15. And be it enacted, That in case of any action or suit at law against any director or directors of said corporation, by any receiver or receivers thereof, the said receiver or receivers may declare generally for money had and received; provided, that a schedule shall be annexed to said declaration, setting forth that the said action or suit is under and by virtue of the provisions of this act, specifying the aggregate amount claimed, the names of the president and cashier subscribed to the bills or notes declared on and the number and denominations thereof.

16. And be it enacted, That the bills or notes issued by said corporation shall not at any time exceed double the amount of its capital stock paid in; and if the president or cashier shall knowingly or wilfully issue or cause or suffer to be issued, bills or notes of said corporation, exceeding double the amount of its capital stock actually paid in, such president or cashier shall be deemed guilty of a misdemeanor, and on conviction thereof shall be punished by imprisonment not less than one year nor more than five years, in the discretion of the court.

17. And be it enacted, That it shall be the duty of said

corporation on the first Monday in the months of December, Statements to March, June and September in each and every year after be published. commencing the business of banking, to publish in one or more of the newspapers published in Monmouth county, a statement under oath or affirmation of the actual condition of said corporation, conforming as nearly as may be with the annual statement now required by law, and shall within ten days after making such statement forward a duplicate thereof to the secretary of state, to be by him filed in his office; and if any president, cashier or director shall knowingly and wilfully and falsely swear or affirm to any such statement, he shall be deemed guilty of perjury, and be liable to the pains and penalties therefor.

18. And be it enacted, That a majority in interests of the Residents. stockholders shall be residents of this state.

19. And be it enacted, That this act shall be deemed and Limitation, taken to be a public act, and shall go into effect immediately, and continue in force for twenty years; but it shall be lawful for the legislature, at any time hereafter, to alter, modify or repeal the same, whenever, in their opinion, the public good shall require it.

Approved March 14, 1872.

CHAPTER CCXXII.

An Act to incorporate the Phillipsburg Building and Loan
Savings Bank.

1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That Edward H. Bird, William W. Corporators. Dale, Jacob Seigle, William Feit, Samuel Thomas, and such other persons as may be associated with them, shall be, and they are hereby constituted and declared a body corporate and politic, in law and fact, by the name of "The Phillips- Name and burg Building and Loan Savings Bank," to be located in the county of Warren, in said state, and by that name, style and title shall have continued succession, and shall be capable of

powers.

purchasing, leasing, mortgaging and conveying any lands, tenements, goods and chattels, and to let money at interest, and to secure the payment thereof as hereinafter provided, and to do all things necessary to carry out the objects of said corporation hereby created.

Capital stock. 2. And be it enacted, That the capital stock of said association shall be three hundred thousand dollars, with the privilege of increasing the same, from time to time, to any sum not exceeding five hundred thousand dollars, divided into shares of fifty dollars each, each stockholder being entitled, in person or by proxy, to as many votes as he or she holds shares of said stock, which shall be deemed personal property, and transferable on the books of the association only; that two dollars on each share of stock shall be paid into the association each and every month, until the full amount of stock subscribed shall be fully paid up, at such time and place as the directors shall appoint, and that notice of said time and place of meeting shall be published in one newspaper published in the county of Warren, at least one week previous to the time of said meeting; provided, that any stockholder may fully pay up his or her full amount of stock subscribed for at any time that the directors may agree to receive the same, and each stockholder shall be personally liable to double the amount of their stock.

Proviso.

Directors to

manage affairs.

3. And be it enacted, That the property and business of said association shall be managed and directed by a board of directors, who shall be stockholders in said association, and shall be chosen annually, at such time and place in the county of Warren, in such manner and upon such notice, as the bylaws of said association shall direct, who shall serve for one year, and until others are elected; that Edward H. Bird, William W. Dale, Jacob Seigle, William Feit and Samuel Thomas shall appoint three judges or tellers to receive the votes for the first directors of this association under this charter; that the board of directors shall not be less than three nor more than nine directors; that the directors of said association shall choose one of their number president, and may appoint such other officers and agents as they. shall deem exVacancy, how pedient, fill vacancies in their own board until the next annual election, make by laws, collect installments on stock, let money on interest to members and other persons of said association offering the highest premium, and declare dividends to stockholders entitled to receive them.

filled.

subscriptions

feiture.

4. And be it enacted, That each member of said association Fallure to pay shall pay the sum of one dollar initiation fee upon each share to work 1orof stock taken in said association; that if any member owning stock in said association shall neglect or refuse to pay his or her installments, at the time and place appointed by the directors for the payment thereof, said members so neglecting shall pay a fine to said association of twenty five cents on each share owned in said association by said delinquent; and in case any member of said association shall neglect or refuse to pay any installment for the space of six months after the same shall have become due, such delinquent shall forfeit to said association all profits on his or her stock during the time such member shall so neglect to make such payment; that any person may become a member of said association for the How to bepurpose of obtaining a loan, by paying to said association, the ber. sum of one dollar initiation fee for every loan of one hundred dollars obtained from said association; that no person shall be entitled to vote in said association, or any profits or dividends, except upon stock owned by him or her upon which there has been no loan obtained from the association.

come a mem

count to be

5. And be it enacted, That the directors shall at all times Books of ackeep or cause to be kept proper books of accounts, in which kept. shall be entered all transactions of said association; and also books for the transfer of stock of the association, which shall at all times, at reasonable hours, be open for the inspection of stockholders of said association; that the directors shall make an annual report to the stockholders of the affairs of the association, of the amount of stock actually paid in, and assets and debts of the association, and no dividends shall be Dividends. declared, except from the actual profits of the association.

money on de

6. And be it enacted, That the said institution may, or may May receive not as the majority of directors may decide, receive as de- posit." posits, all such sums of money which may be offered for the purposes of being invested, in such amounts and at such times, and on such terms as the by-laws shall prescribe, which shall be invested accordingly, and shall be repaid to the depositors at such times, and with such interest, and under such regulations as the board of managers shall from time to time prescribe; and the said institution may accept and execute all such trusts of every description, as may be May execute committed to them by any person or persons whatever, by will or otherwise, or transferred to them by the order of any

court.

trusts.

Interest not allowed.

Deposits to be

entered in books.

May invest money in stocks or bonds.

7. And be it enacted, That the institution shall not be required to allow interest on deposits until it amounts to five dollars, nor to allow interest on the fractional part of one dollar, nor shall the institution be required to allow interest on the fractional parts of a month.

8. And be it enacted, That all deposits and payments shall be regularly entered in the books of the institution, and every person depositing money shall be furnished with a duplicate of his or her account, in which every deposit shall be regularly entered, as soon as made.

9. And be it enacted, That the said institution may invest money in the stocks created under the laws of the United States, and in the stocks and bonds issued by the several states, and also in such bonds as may be issued by the sev eral counties, and cities and townships in the different states, under the laws thereof, and also upon bonds and mortgages. Act how con- 10. And be it enacted, That this act shall be and is hereby declared to be a public act, and the same shall be construed in all courts favorably and benignly for every beneficial purpose therein intended.

strued.

Howdissolved

Proviso.

11. And be it enacted, That the said association may be dissolved at any time, at a general meeting of the stockholders, specially called for that purpose; provided, that the stockholders of said corporation, representing at least twothirds in value of the capital stock, concur therein; and upon such dissolution, the directors for the time being, and the survivors of them, or such other persons as the stockholders shall appoint, shall be trustees for settling all the affairs of the association, collecting and disposing of its property and assets, paying its debts, and dividing the surplus among the stockholders, in proportion to their respective interest in the stock.

12. And be it enacted, That this act shall take effect immediately.

Approved March 14, 1872.