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Part of the act herein re cited repealed

Certain bills

of credit to

the treasurer

ier of the

faid bank.

VI. And be it further enacted, That the acceptance of the aforesaid transfer by the said president, directors and company of the bank of New-York, shall be deemed and taken to be a full and complete acquiescence in and consent on their part to all and every the provisions contained in this act.

I.

[RESIDUE OBSOLETE.]

TWENTY-FOURTH SESSION. CHAP. CIV.
An ACT relative to the Bank of New-York.

BE

Passed 31st March, 1801.

E it enacted by the People of the State of New-York, represented in Senate and Assembly, That that part of the act, entitled An act to incorporate the stockholders of the bank of New-York, which declares" that four of the directors who shall be chosen in any year shall be ineligible for one year after the term for which they shall be chosen,” be repealed.

II. And be it further enacted, That it shall be lawful for be received in the treasurer of this state to receive from the cashier of payment by the said bank, at any time after the passing of this from the cash- act, the bills of credit emitted in virtue of the act, entitled An act to take out of circulation the bills of credit emitted by law, and to emit others as a substitute, passed the 8th of February, 1788, in part payment of the debt due from the said bank on the purchase of the stock of the United States, transferred in pursuance of the act, entitled An act to render the funds of this state more productive of revenue.

Preamble.

Stockholders incorporated

and ftyle of the incorporation.

Bank of Albany.

FIFTEENTH SESSION. CHAP. LXI.
An ACT to incorporate the Stockholders of the Bank of Albany.
Passed 10th April, 1792.

W

HEREAS Abraham Ten Broeck and others, associated in a company, under the title of "The president, directors and company of the bank of Albany," by their petition presented to the legislature, have prayed for the privilege of being incorporated: Therefore,

I. Be it enacted by the People of the State of New-York, represented in Senate and Assembly, That all such persons as now are or hereafter shall be stockholders of the said bank, shall be and hereby are ordained, constituted and declared to be and continue until the second Tuesday in May, which will be in the year of our Lord one thousand

eight hundred and eleven, a body corporate and politic, in fact and in name, by the name of "The president, directors and company of the bank of Albany," and that by that name they and their successors, until that day, shäll and may have continual succession, and shall be persons in law capable of suing and being sued, pleading and being impleaded, answering and being auswered unto, defending and being defended, in all courts and places whatsoever, in all manner of actions, suits, complaints, matters and causes whatsoever; and that they and their successors Their powers. may have a common seal, and may change and alter the same at their pleasure, and also that they and their successors by the same name of "The president, directors and company of the bank of Albany," shall be in law capable of purchasing, holding and conveying any estate, real and personal, for the use of the said corporation.

fhare and the

Subfcriptions

II. And be it further enacted, That a share of the stock Price of each of the said bank shall be four hundred Spanish milled dol- number limitlars, or the equivalent thereof in specie; and the number ed. of shares, exclusive of any share that may be subscribed on the part of the state, shall not at any time exceed six hundred; and subscriptions may be kept open, under the direction of the president and directors of the said bank, un- how to be retil the said number of shares be filled; and the whole the amount of amount of the stock, estate and property which the said corporation shall hold, including the capital stock or shares above mentioned, shall never exceed in value two hundred and sixty thousand dollars.

ceived, and

the capital

ftock.

to be annual

holding the

election.

III. And be it further enacted, That the stock, property, Stockholders and concerns of the said corporation, shall be managed ly chofen, and and conducted by thirteen directors, stockholders and citi- manner of zens of this state, who shall hold their offices for one year, nine of whom shall be residents of the city of Albany, and the said thirteen directors shall be elected on the second Tuesday of May in every year, at such time of the day, and at such place in the city of Albany, as a majority of the directors for the time being shall appoint, and public notice shall be given by the said directors, not less than sixty days previous to the time of holding the said election; and the said election shall be held and made by such of the stockholders of the said bank as shall attend for that purpose, in their proper persons, or by proxy; and all elections for directors shall be by ballot, and the thirteen persons who shall have the greatest number of votes at any election shall be the directors (except as is herein after directed) and if it should happen at any election, that two or more persons have an equal number of votes, in such manner that a greater number of persons than thirteen shall by a plurality of votes appear to be chosen as directors, then the said stockholders, herein before authorized to vote at such election, shall proceed to ballot a second

dent, and 3 of

who fhall be

the one for which they

were chofen.

time and by plurality of votes determine which of the said persons so having an equal number of votes shall be the director or directors, so as to complete the whole num Directors to ber of thirteen; and the said directors, as soon as may be elect a prefi- after their election, shall proceed in like manner to elect their number by ballot one of their number to be their president; and come ineligi- three of the directors which shall be chosen in any year, fucceeding excepting the president, shall be ineligible to the office of director for one year after the expiration of the time for which they shall be chosen directors; and in case a greater number than nine of the directors, exclusive of the presi dent who served for the last year, shall appear to be elected, then the election of all such person or persons above the said number, having a less number of votes than the said nine persons so elected as aforesaid, shall be considered as void, and such other of the stockholders as shall be eligible, and have the next greatest number of votes, shall be considered as elected in the room of such last described person or persons, and who are hereby declared ineligible as aforesaid; and the president for the time being shall always be eligible to the office of director; but stockholders not residing within the city of Albany aforesaid shall be ineligible to the office of president; and if any of the said nine directors, to be resident in the city of Albany aforesaid, shall remove out of the said city, or any other of the said directors shall remove out of this state, the office Vacancies of of such director shall be considered as vacant; and if any vacancy or vacancies shall at any time happen among the directors, by death, resignation or removal, such vacancy or vacancies shall be filled for the remainder of the year in which they may happen, by a special election for that purpose, to be held in the same manner as is herein before directed respecting annual elections, at such time and place in the city of Albany as the remainder of the directors, for the time being, or the major part of them shall Directors first appoint; and the first directors shall be Philip Schuyler, Abraham Ten Broeck, Stephen Van Rensselaer, Goldsbrow Banyar, Stephen Lush, Jeremiah Van Rensselaer, Cornelius Glen, Daniel Hale, James Caldwell, John Stevenson, John Maley, Albert Pawling and John Sanders, and shall hold their offices until the second Tuesday of May next.

directors how to be filled.

named.

Election not held on the

day appoint

ed corpora

diffolved.

IV. And be it further enacted, That in case it should at any time happen, that an election of directors should not tion not to be be made on any day, when pursuant to this act it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but that it shall and may be lawful on any other day, to hold and make an election of directors, in such manner as shall have been regulated by the laws and ordinances of the said corporation.

Votes how apportioned among the

V. And be it further enacted, That each stockholder at elections, and on all other questions, shall be entitled to tockholders. the number of votes proportioned to the number of shares

which he or she shall have held in his or her name, according to the following ratio, that is to say: One vote for every share not exceeding four, five votes for six shares, six votes for eight shares, and one vote for every five shares above ten; but no person, copartnership or body politic, shall be entitled to more than fifteen votes; and no stockholder, unless actually resident within the United States, shall vote at elections, or on any other occasion by proxy. VI. And be it further enacted, That it shall be the duty of the directors to make a dividend of so much of the profits of the said bank, as to them or a majority of them shall seem advisable, on the second Tuesday of May, one thousand, seven hundred and ninety-three, and thereafter to make half yearly dividends of so much of the profits of the said bank, as to them or a major part of them shall seem advisable.

VII. And be it further enacted, That a general meeting of the stockholders may be called whenever the directors or a majority of them, or a number of stockholders, not less than twenty, who together shall hold not less than one hundred shares, shall judge proper; of which meeting the directors or stockholders calling it shall give at least four weeks notice in one of the public gazettes printed in the city of Albany, and specify in such notice, the object or objects of the said meeting.

VIII. And be it further enacted, That this state shall have a right to subscribe any number of shares to the said bank, not exceeding in the whole the number of fifty, at any time when they shall by law authorize any person or persons for that purpose; and the state shall have a right to increase the number of shares and stock which the said corporation may hold, to the amount of the number of shares so to be subscribed, if the number of shares herein before limited shall be subscribed before such subscription shall take place on the part of the state.

IX. And be it further enacted, That every cashier and clerk, before he enters into the duties of his office, shall give bond, with two or more securities, to the satisfaction of the directors, such cashier in a sum not less than ten thousand dollars, and each clerk in a sum not less than two thousand dollars, with condition for the faithful discharge of his duty.

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X. And be it further enacted, That the said corporation Rate of dif shall not demand any greater interest on any loan or dis- count. count, than at the rate of six per centum per annum.

XI. And be it further enacted, That no president or other director shall be entitled to any emolument for their services, and that seven directors shall constitute a board for the transaction of business, of whom the president shall be one, except in case of sickness or absence, in which case the directors present may choose a chairman pro hac vice V v

VOL. II.

;

Prefident and

directors en. titled to no

emolument for their fer

vices.

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and that there shall be quarterly meetings of the said di rectors, at such times in the year as shall be appointed by the bye-laws of the said corporation.

XII. And be it further enacted, That the directors shall have power to make and prescribe such bye-laws, rules and regulations as they shall judge proper, touching the duties and conduct of the officers and servants employed therein, and such other matters as appertain to the said bank; and shall have also power to appoint so many officers, clerks and servants for carrying on the said business, and with such salaries and allowances as to them shall seem meet.

XIII. And be it further enacted, That the total amount of the debts which the said corporation shall at any time owe by bond, bill, note or other contract, over and above the specie then actually in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the bank; and in case of such excess, the direc tors under whose administration it shall happen, shall in case of loss, be liable for the same in their natural and private capacities; but this shall not be construed to exempt the said corporation, or any estate, real or personal which they may hold as a body corporate, from being also liable for and chargeable with the said excess; but such of the said directors, who may have been absent when the said excess was contracted, or may have dissented from the resolution or act whereby the same was so contracted may respectively exonerate themselves from being liable, by giving immediate notice of the fact, and of their absence or dissent, to the stockholders at a general meeting, to be called for that purpose.

XIV. And be it further enacted, That the lands, tenements and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its accommodation in relation to the convenient transaction of its business, or such as have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts; and the said corporation shall not directly or indirectly deal or trade, in buying or selling any goods, wares, merchandizes or commodities whatsoever, or in buying or selling any stock created under any act of the United States, or of any particular state, unless in selling the same when truly pledged to it by way of security, for debts due to the said corporation.

XV. And be it further enacted, That no transfer of stock shall be valid or effectual until such transfer shall be entered or registered in a book or books to be kept for that purpose by the directors, and unless the person making the same shall previously discharge all debts due by him or her to the said corporation.

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