business of the bank, and pay them such wages or salary for their services, and take from them such bonds to secure the faithful performance of their duties as they may think proper; shall prescribe sch rules as they may think best for the transfer of the stock on the books of the bank by the stockholders, or by an attorney. The stock shall be personal property.

§ 4. W. W. Craig, W. F. Cowles, M. H. Wright, I. Commissioners. R. Cook and W. A. Gest are hereby appointed com

posit.

missioners, any three of whom may act, and may open books of subscription to the capital stock of the corporation, and when shares to the amount of twentyfive thousand dollars shall have been subscribed, it shall be the duty of said commissioners to give notice in one or more newspapers, and appoint a day for the election of a board of directors, who shall hold their offices until their successors are elected and qualified. The payment for the stock subscribed shall be made in such installments or at such times as the board of directors may order; and when ten thousand dollars shall have been paid in, the bank may begin business. § 5. The bank may receive deposits of gold, silver, Discount and de- bullion, currency, or any thing lawfully circulating as money, and repay the same in such manner, at such times, and with such interest, not to exceed the rate fixed by law, as may be agreed upon with the depositors by special or general contract. It may borrow or lend money, buy or sell checks, bills of exchange, promissory notes, or current money, bonds, stocks, mortgages, and other evidences of debt, and do a general banking business; may take personal or other securities for the payment of obligations, and dispose of the latter according to provisions of an act, entitled "An act for the benefit of the incorporated banks of Kentucky," approved March sixteenth, one thousand eight hundred and seventy-one, and such disposition shall pass a valid title to same; may receive deposits from minors and married women, and their

checks, receipts, or acquittances shall be valid. All promissory notes and bills made negotiable and payable at the banking-house of said corporation, or at any other banking-house, may be discounted by it, and they are hereby placed upon the footing of foreign bills of exchange, and like remedy as upon said bills may be had thereon, jointly and severally, against the drawers, acceptors and indorsers thereof.

property.

§ 6. The bank may acquire, hold and use all such May acquire real estate, goods and chattels, as may be convenient for the transaction of its business, or which may be conveyed to it as surety, or in satisfaction of any debt, judgment or decree, and may sell and convey the same at pleasure: Provided, Said company shall not hold or own any real estate conveyed to it as security for, or in payment of any judgment, decree or debt, for a longer period than five years. The board of directors may make all needful by-laws for the government of the bank not inconsistent with law.

§ 7. It shall be the duty of the president or cashier Taxation. of the bank to cause to be paid into the Treasury of this Commonwealth, on the first day of July in each year, seventy-five cents on each one hundred dollars of stock subscribed and paid up, and in the same proportion on such as have been partially paid, which sum shall be in lieu of all other taxes, State, county and municipal.

8. The private property of stockholders shall not Exemptions. be liable for the debts of the corporation; and the indebtedness of the bank, other than for general deposits, shall at no time exceed the amount of its paid-up capital.

§ 9. Before entering upon their duties the presi- Oath. dent, directors and other officers of the bank shall take an oath before some justice of the peace, notary public or police judge to faithfully and honestly discharge all the duties incumbent upon them under this charter, and that they will not sanction or permit any violation of it, and should any occur, will at

Not to issue money.

once report the same to the Attorney-General of this Commonwealth.

§ 10. Nothing in this charter shall be construed to allow the bank to issue any note or bill to pass or circulate as money.

11. The General Assembly, at all times, shall have the right to examine the affairs of the bank by a committee appointed for that purpose, and reserves the right to alter, amend or repeal this charter at pleasure.

12. This act shall take effect and be in force from and after its passage.

Approved January 30, 1890.

CHAPTER 92.

AN ACT to incorporate the Bank of Whitesville.

Be it enacted by the General Assembly of the Commonwealth of Kentucky:

§ 1. That J. L. Stinnett, G. W. Mullen, John SinIncorporation. nett, Henry Bray, J. B. Burton, William May, J. M. Berry, L. B. Wells, Isham Wells, Joe King and Pat. Haffy, and their associates, assigns and successors, be, and they are hereby, created a body corporate and politic, under the name and style of the Bank of Whitesville; and by the said name to have and to hold goods and chattels, public and private securities of any kind and nature whatever, including shares of the capital stock of the said corporation, and the accumulated profits; to contract and be contracted with, sue and be sued, plead, answer and defend, in all courts of this and other States, and the United States; to make and use a common seal, the same to break or alter and renew at pleasure; to ordain, establish and put in execution and amend such bylaws as may be necessary and expedient for the gov ernment of said corporation.

§ 2. The capital stock of said corporation shall be Capital stock. twenty-five thousand dollars, divided into shares of one hundred dollars each; but power is hereby given to said corporation to increase the capital stock from time to time to any amount not exceeding one hundred thousand dollars, by a vote of a majority in value of the stockholders; and to provide for the issue, sale and manner of payment of said additional stock.

mence business.

§ 3. The corporators named in this act, or any three when to comof them, shall, as soon as may be deemed advisable by them after the passage of this act, open books for subscriptions to capital stock, and when twenty-five thousand dollars shall have been subscribed for and fifteen thousand dollars paid in, then the subscribers (due notice having been given of the time and place of the meeting) shall meet and proceed to organize said corporation. If any corporator named in this act shall fail to subscribe for stock when the books are opened for subscription, he shall cease to be a corporator; and if any person subscribing for shares shall fail to pay for same, or any part thereof, as agreed, his claims may be considered and treated as void to the extent of such failure, at the election of the said corporation, but ten days' notice must first be given to the defaulting subscriber.

ors.

§4. At said first meeting of stockholders, or as Board of directsoon thereafter as practicable, the stockholders shall proceed to elect a board of directors, to consist of not less than five nor more than nine bona fide holders of one or more shares of stock each, who shall have the management of the business and affairs of said corporation. Said directors shall be elected by a majority of shares voting at said meeting, allowing one vote for each share of stock, which may be cast by the person holding said stock or by proxy. Said directors shall serve until the first Monday in January next succeeding, and until their successors shall have been elected and qualified. On

ers.

the first Monday in January of each year thereaf ter, a new election for directors shall be in like manner held at the office of the company. Reason. able notice of said annual stockholders' meetings may be given in a newspaper published in Owensboro or Whitesville, Kentucky, and when so given shall be deemed good and sufficient. When said first Monday in January falls on a holiday, then said annual meetings and elections of directors shall be held on the first Tuesday in January. Should said annual meetings or elections for directors fail to be held on the day herein designated, the company shall not, from that cause, be dissolved or terminate; but any meeting or election had or made subsequent thereto by competent authority shall be deemed valid and soheld.

§ 5. A majority of the board of directors shall conDirectors-pow- stitute a quorum for the transaction of business. They shall elect from their number a president and a vice-president, and may appoint such other officers, agents and employes as may be necessary to properly conduct the affairs and business of the corporation; may prescribe their duties, and fix their salaries and terms of service; and, at the option of the board, receive bonds, with security, for the faithful performance of their duties. The board of directors shall have power to fill vacancies in their number occurring in the intervals of elections.

stock.

§ 6. The form of certificates of stock and the manLien on unpaid ner of transfer and assignment of same shall be regulated by the by-laws of the corporation, and a lien is hereby created in favor of the corporation on the stock of each share-holder for any claims that the company may have for any unpaid portion of his

Annual statement.

share or shares.

7. A financial statement of the corporation's affairs shall be made on the first Monday in January each year, or oftener if the stockholders require it, for the inspection and information of the stock holders;