preliminary to its organization, until it has been Cannot begin regularly authorized by the bank commissioner authorized by to commence the business of banking. business until the commissioner. Subscriptions the statutes. SECTION 6. The subscriptions to the capital to be in acstock, and the direction of the affairs of the cordance with corporation prior to the election of directors, shall be in conformity with the statutes of this state, relating to corporations, regulating such matters, so far as applicable. At least fifty per cent. of the capital stock of every bank shall be paid in, in cash, before it shall be authorized to commence business, and the remainder of the capital of such bank shall be paid in, in cash, in monthly installments of at least ten per cent. on the whole of the capital, payable at the end of each succeeding month, from the time it shall be authorized by the bank commissioner to commence business, and the payment of each installment shall be certified to the bank commissioner, under oath, by some officer of the bank. When the bank be fully organ ness. SECTION 7. Whenever articles of incorpora- is deemed to tion are filed with the bank commissioner, as ized for busiherein provided, and the bank transmitting the same notifies the bank commissioner that at least fifty per cent. of its capital has been duly paid in, and that such bank has complied with all of the provisions of this act, required before the bank shall be authorized to commence business, the bank 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 whether such bank has complied with all of the provisions of law required to entitle it to engage in the business of banking. If upon such examination it appears that such bank is lawfully entitled to commence business, the bank commissioner shall forthwith give to such bank a certificate, under his hand and official seal, that such bank is authorized to commence business. If the said bank commissioner has reason to believe that the stockholders have formed the same for Certificate is- newspaper. any other than the legitimate business contemplated by this act, he may, with the advice and consent of the attorney-general, withhold the certificate herein mentioned. SECTION 8. The bank shall cause the certifilished in some cate issued hereunder, to be published in some newspaper printed in the village, city or county where such bank is located, within ten days after the receipt of such certificate. If no newspaper is published in such county, then such publication shall be made at the nearest county seat. Proof of publication shall be filed with the bank commissioner. When subscriber's stock SECTION 9. Whenever any subscriber for may be sold. stock, or his assignee, fails to pay any installment on the stock when the same is required to be paid hereunder, the directors of such bank may sell the stock of such delinquent stock subscriber at public sale, having first given the delinquent subscriber 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 sixty days from the time of such forfeiture, and if not sold, it shall be canceled and deducted from the capital stock of the bank. If sold, any surplus over the amount due on said stock to said bank, including the cost incurred thereon, with interest on the amount due, shall be returned to the subscriber, his heirs or assigns. If such cancellation shall reduce the capital of the bank below the minimum required by law, the said capital shall, within thirty days from the date of such cancellation, be increased to the required amount by additional subscriptions. In event of the failure of said bank to increase such capital as herein provided, the bank commissioner shall apply for a receiver to close up the business of the bank. SECTION 10. The affairs of the bank shall be rectors re age a bank. managed by a board of not less than three di- Number of directors, who shall be elected by the stock- quired to manholders and hold office for one year, and until their successors have been elected and have qualified. A majority of the board of directors shall constitute a quorum for the transaction of business; provided, that when the number of directors shall exceed nine, they may, once in six months, designate by resolution, nine members, any five of whom shall constitute a quorum. In the first instance the directors shall be elected at a meeting held before the bank is authorized to commence business by the bank commissioner, and afterwards at the annual meeting of the stockholders, to be held during the month of July or January; and if for any reason an election is not had at that meeting, it may be had at a subsequent meeting called for that purpose, of which due notice shall be given as provided in the by-laws of such bank. Every director shall take and subscribe an oath that he will diligently and honestly perform his duty in such office, and will not knowingly violate or permit a violation of any provision of this act; that he is the owner in good faith of stock in the bank, standing in his name on the books of the bank. Such oath shall be transmitted to the bank commissioner and filed in his office. Any vacancy in the board of directors shall be filled by the board, and the director so appointed shali hold office until the next election. The officers of the bank shall be elected by the board of directors and hold their offices for one year, and until their successors are elected and qualified, unless sooner removed by the board of direc tors. keep a stock SECTION 11. Every bank shall keep a stock Bank shall book, which shall at all times, during the book. usual hours for transacting business, be subject to the inspection of the officers, directors and stockholders of the bank. Such stock book shall show the name, residence and number of shares held by each stockholder. A refusal by Shares of stock to be erty. the officers of such bank to exhibit such book to any person rightfully demanding inspection thereof, shall subject such officer to a forfeiture of fifty dollars. In all actions, suits and proceedings, such book shall be presumptive evidence of the facts therein stated. SECTION 12. The shares of stock of such personal prop- bank shall be deemed personal property, and shall be transferred on the books of the bank in accordance with the method provided by law for transfer of stock in corporations. Vote of stockholderɛ. May amend its articles. May purchase and hold real estate. For transaction of its business. SECTION 13. At all stockholders' meetings each share of stock shall entitle the owner of record to one vote. A stockholder may vote at any meeting of the stockholders by proxy. No president or cashier shall act as proxy for. any stockholder. SECTION 14. A bank may amend its articles of association in any manner, not inconsistent with the provisions of law, at any time, by a vote of its stockholders representing twothirds of the capital stock, such vote to be taken at a meeting called for that purpose. A copy of such amendment, certified by the president and cashier, shall be filed as required for articles of incorporation. No increase of capital shall be valid until the amount thereof has been subscribed and actually paid in. No reduction of capital shall be made to a less amount than is required under the provisions of this act 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 bank commissioner. Such approval must be based upon a finding by him that the security of the existing creditors will not be impaired by the proposed reduction. SECTION 15. A bank may purchase, hold and convey real estate for the following purposes and no others: First. Such as shall be necessary for the convenient transaction of its business, including with its banking offices other apartments No bank shall to rent as a source of income. Second. Such as shall be conveyed to it in For debts. satisfaction of debts previously contracted in the course of its business. ments, mort Third. Such as it shall purchase at sale on For judg judgments, decrees, or mortgage foreclosures gages, etc. under securities held by it; but a bank shall not bid at such sale a larger amount than is necessary to satisfy its debts and costs. No real estate acquired in the cases contemplated in the second and third sub-divisions preceding, shall be held for a longer time than five years, except an extension is granted by the bank commissioner. If such extension be not granted, it must be sold at private or public sale within ninety days thereafter. Nothing in this section shall be construed to prevent a bank from loaning money upon real estate security as provided by law. Real estate shall be conveyed under the corporate seal of the bank, and the hand of the president or vice president and cashier or assistant cashier. reports to the annually. SECTION 16. Every bank shall make to the To make three bank commissioner not less than three reports commissioner during each calendar year, at such times as the said commissioner shall require the same, according to the forms which he shall prescribe and furnish. Such forms shall conform as nearly as practicable to that now required of national banks, including the schedules. Such reports shall be signed and verified by the oath or affirmation of one of the officers of such bank, and attested by at least two of the directors. Such report shall exhibit in detail and under proper heads, the resources and liabilities of the bank at the close of business of any past day, by the bank commissioner specified, and shall be transmitted to said bank commissioner within ten days after the receipt of request therefor |