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Acknowledgment of articles.

How executed



First, The name assumed by such bank, which shall be, in no material respect, similar to the name of any other bank organized under the laws of this State;

Second, The county and city or village where such bank is to be located and to conduct its business;

Third, The nature of its business, whether that of a commercial bank, savings bank, or both;

Fourth, The amount of its capital stock, which shall be divided into shares of one hundred dollars each;

Fifth, The names and places of residence of the stockholders, and the number of shares held by each of them;

Sixth, The period for which the bank is organized, which shall not exceed thirty (30) years. Such articles of incorporation shall be acknowledged before any officer authorized by the laws of this State to take and certify acknowledgments.

SEC. 3. Such articles of incorporation shall be executed in and where filed, triplicate, one of which shall be recorded in the office of the county clerk for the county in which the bank is located, one filed in the office of the Commissioner of the Banking Depart ment, and one filed in the office of the Secretary of State. Such articles of incorporation, or copies thereof, duly certified by either of said officers, may be used as evidence in all courts for and against such bank.

Corporate powers.

SEC. 4. Upon making and filing the articles of incorporation required by this act the bank shall become a body corporate, and as such shall have power:

First, To adopt and use a corporate seal;

Second, To have succession for the period of years named in the articles of incorporation;

Third, To make contracts;

Fourth, To sue and be sued in any court of law or equity as fully as natural persons;

Fifth, To elect or appoint directors, who shall choose from their members a president and one or more vice-presidents, and shall have power to appoint and employ a cashier or treasurer, and other officers, define their duties, require bonds from such officers and clerks, dismiss such officers so elected or appointed, or any of them, at pleasure, and elect or appoint others to fill their places;

Sixth, To prescribe by its board of directors by-laws not inconsistant with law, regulating the manner in which its stock shall be transferred, its directors and officers elected or appointed, its stockholders convened for special meetings, its property transferred, its general business conducted and the privileges granted to it by law exercised and enjoyed;

Seventh, To exercise by its board of directors or duly authorized officers or agents, subject to law, all such 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 debts, by receiving deposits, by buying and selling exchange, coin and bullion, and by loaning money on


bank shall take or receive more than the rate of interest allowed
by law in advance on its loans and discounts: Provided, That Proviso,
this restriction shall not authorize any transaction for a less
sum than fifty cents; and no bank shall transact any business
except such as is incidental and necessarily preliminary to its
organization until it has been authorized by the Commissioner
of the Banking Department to commence the business of bank-


stock to be paid

ness; balance,

SEC. 5. At least fifty per cent of the capital stock of every one half capital bank shall be paid in before it shall be authorized to commence in before combusiness, and the remainder of the capital of such bank shall be mencing busipaid in in monthly installments of at least ten per cent on the how pald, whole of the capital, payable at the end of each succeeding month from the time it shall be authorized by the Commissioner of the Banking Department to commence business, and the payment of each installment shall be certified to the Commissioner, under oath, by the president, cashier or treasurer of the bank.

SEC. 6. Whenever any stockholder or his assignee fails to Collection of pay any installment on the stock when the same is required by installments the preceding section to be paid, the directors of such bank on stock. may sell the stock of such delinquent stockholder at public sale, as they shall deem best, having first given the delinquent stockholder twenty days' notice, personally or by mail at his last known address. If no bidder can be found who will pay for such stock the amount due thereon to the bank, with any cost incurred, the amount previously paid shall be forfeited to the bank, and such stock shall be sold as the directors may order, within six months from the time of such forfeiture, and if not sold it shall be cancelled and deducted from the capital of the bank. If sold before cancellation, any surplus In case of sale, over the amount due on said stock to said bank, including all surplus. costs incurred thereon, with interest for the time delinquent, shall be returned to the original stockholder, his heirs or assigns. If such cancellation shall reduce the capital of the Proceedings in bank below the minimum required by law, the said capital shall, tion reduces within thirty (30) days from the date of such cancellation, be stock below increased to the required amount by additional subscriptions, in default of which a receiver may be applied for by the Commissioner of the Banking Department, with the advice and consent of the Attorney General, to close up the business of the bank.

disposition of

case cancella


SEC. 7. Whenever articles of incorporation are filed with the Examination of Commissioner of the Banking Department, as provided in this bank by Comact, and the bank transmitting the same notifies the Commis- missioner. sioner that at least fifty per cent of its capital has been duly paid in, and that such bank has complied with all the provisions of this act required before the bank shall be authorized to commence business, the Commissioner shall examine into the condition of such bank, ascertain the amount of money paid in on account of its capital, the name and place of residence of each of its directors, and the amount of capital stock of which each


Issue of certifi

cate authorizing to commence business.

Publication of certificate.

Shares of stock deemed personal


with all the other provisions of this act required to entitle it to
engage in the business of banking. If upon such examination
that such bank is lawfully entitled to commence
business, the Commissioner shall, within thirty (30) days after
receiving notice that fifty per cent of its capital has been paid
in, give to such bank a certificate under his hand and official
seal that such bank has complied with all the provisions required
before commencing business, and that such bank is authorized
to commence business; but the Commissioner, with the advice
and consent of the Attorney General, may withhold such certi-
ficate whenever he has reason to believe that the stockholders
have formed the same for any other than the legitimate busi-
ness contemplated by this act.

SEC. 8. The bank shall cause the certificate issued under the preceding section to be published in some newspaper printed in the city, village or county where the bank is located, at least once in each week for six successive weeks, the first publication to be made within ten days after the receipt of said certificate, or, if no newspaper is there published, then in a newspaper published at the nearest county seat.

SEC. 9. The shares of stock of such bank shall be deemed property, when personal property, and shall be transferred on the books of the not transferable. bank in such manner as the by-laws thereof may direct, but no transfer of stock shall be valid against a bank so long as the registered holder thereof shall be liable as principal debtor, surety or otherwise to the bank for any debt which shall be due and unpaid, nor in such case shall any dividend, interests or profits be paid on such stock, so long as such liabilities continue, but all such dividends, interests or profits shall be retained by the bank and applied to the discharge of such liabilities; and no stock shall be transferred on the books of any bank without the consent of the board of directors, where the registered holder thereof is in debt to the bank for any matured and unpaid obligations.

Bank may increase or reduce capital.

When such action valid.

Purposes for

SEC. 10. A bank may increase or reduce its capital at any time by a vote of its stockholders representing two-thirds of the capital had at a meeting duly called for that purpose. A certificate of that fact shall be executed by its officers, including a majority of its directors, and filed as required for articles of incorporation. But no increase shall be valid until the amount thereof has been subscribed and actually paid in; and no reduction shall be made to a less amount than is required in section one for capital, nor be valid or warrant the cancellation of stock certificates, or diminish the personal liability of stockholders until such reduction has been approved by the Commissioner of the Banking Department. Such approval must be based upon a finding by him that the security of existing creditors of the bank will not be impaired by the proposed reduction.

SEC. 11. A bank may purchase, hold and convey real estate which real estate for the following purposes, but no other:

may be held, etc.

First, Such as shall be necessary for the convenient transac


apartments to rent as a source of income, but which shall not exceed fifty per cent of its paid-in capital;

Second, Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its business;

Third, Such as it shall purchase at sale under judgments, decrees or mortgage foreclosures under securities held by it; but a bank shall not bid at any such sale a larger amount than to satisfy its debts and costs. Real estate shall be conveyed How conveyed. under the corporate seal of the bank, and the hand of its presi- holding. dent, or vice-president, and cashier or treasurer. No real

estate acquired in the cases contemplated in the second and
third sub-sections above shall be held for a longer time than
five years.
If not sold before the expiration of said five years
it must be sold at private or public sale within thirty days


Limit of time of

managed by

of, etc.

quent election of


SEC. 12. The affairs of each bank shall be managed by a Affairs to be board of not less than five directors, who shall be elected by board of direc the stockholders and hold office for one year, and until their tors, election successors are elected and have qualified. A majorty of the board of directors shall constitute a quorum for the transaction of business: Provided, That when the number of directors shall Proviso. exceed nine, they shall once in three months designate by resolution nine members, any five of whom shall constitute a quorum. In the first instance the directors shall be elected at First and subsea meeting held before the bank is authorized to commence directors. business by the Commissioner, and afterwards at the annual meeting of the stockholders to be held on the second Tuesday in December of each year; and if for any cause an election is not had at that meeting it may be held at a subsequent meeting called for that purpose, of which due notice shall be given as provided in the by-laws adopted by such bank. At a meeting who entitled to of stockholders for election of directors each share shall entitle the owner to one vote for each director, but no stockholder shall be entitled to vote who is indebted to the bank upon any obligation past due. A stockholder may vote at any meeting Proxy. of the corporation by a proxy in writing signed by him, but no officer, clerk, teller or book-keeper of such corporation shall act as proxy. Every director must own and hold in his own name who may be not less than ten shares of the capital stock of such bank, ofer directors, oath except, that in banks having a capital of fifteen thousand dollars, a director must own and hold in his own name not less than five shares of the capital stock of such bank. He shall take and subscribe an oath that he will diligently and honestly perform his duties in such office, and will not knowingly violate, or permit to be violated, any provision of this act; that he is the owner in good faith of stock of the bank, as required to qualify him for such office, standing in his name on the books of the bank, and that such stock is not pledged as security for any debt; such oath shall be transmitted to the Commissioner and



Dividends and surplus fund.

Fraudulently receiving

deposits, etc., a misdemeanor,

Penalty for.

List of stockholders to be filed annually.

Banks re-organ-
izing under
U. S. laws
liable, etc.

Banks existing

under U. S. laws

may re-organize under this act, etc.

Penalty for

violation of this act.


be filled by the board, and the directors so appointed shall hold office until the next election.

SEC. 13. The board of directors of a bank may declare a dividend of so much of the net profits of the bank, after providing for all expenses, losses, interest and taxes accrued or due from said bank, as they shall judge expedient; but before any such dividend is declared not less than one-tenth of the net profits of the bank for the preceding half year, or for such period as is covered by the dividend, shall be carried to a surplus fund until such surplus shall amount to twenty per cent of its capital stock.


SEC. 14. The directors and officers of any bank who shall fraudulently and with intent to cheat and defraud any person, receive any deposit, knowing, or having good reason believe, that such bank is insolvent, shall be deemed guilty of a misdemeanor, and punished, upon conviction thereof, by a fine not to exceed one thousand dollars, or imprisonment in the county jail or State House of Correction and Reformatory at Ionia for a period not exceeding one year, or both such fine and imprisonment, at the discretion of the court.

SEC. 15. Every bank shall at all times keep a correct list of the names of all its stockholders, and once in each year on the second Monday of April, file in the office of the county clerk and with said Commissioner a correct copy of such list.

SEC. 16. Any State bank re-organized under the laws of the United States as a national bank, as soon as it shall have obtained the certificate from the controller of the currency authorizing it to commence business under the United States banking laws, shall retain and hold all the assets, real and personal, which it acquired during its existence under this act, and shall hold the same subject to all liabilities existing against said bank at the time of its re-organization.

SEC. 17. Whenever any bank existing under the laws of the United States is authorized to dissolve, and shall have taken the necessary steps to effect dissolution, it shall be lawful for a majority of the directors of such bank, upon the authority in writing of the owners of two-thirds of its capital stock, with the approval of the Commissioner, to execute articles of incorporation as provided in this act, which articles, in addition to the requirements above, shall further set forth the authority derived from the stockholders of such dissolved national bank, and upon filing the same as hereinbefore provided upon the organization of banks, the same shall become a bank under the laws of this State. Thereupon all assets, real and personal, of said dissolved national bank shall, by act of law, be vested in and become the property of such State bank, subject to all liabilities of said national bank not liquidated under the laws of the United States before such re-organization.

SEC. 18. Every officer, clerk, agent or employé of a bank who shall knowingly aid or assist in a violation of any of the provisions of this act, shall, upon conviction, be deemed guilty of a misdemeanor, and punished as provided in section fourteen

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