Bridgeport Bank," and by that name shall be, and are hereby made capable in law to purchase, have, hold, receive, possess and enjoy estate, real, personal, and mixed of every kind and nature whatsoever, and the same to sell, alien and dispose of at pleasure; and to sue and be sued, plead and be impleaded, defend and be defended, in all courts whatsoever; and also to make, have and use a common seal and the same to break, alter or change; and also to ordain, establish and put in execution such by-laws and regulations, as shall be necessary or convenient for the government of said corporation and carrying into execution the true intent and meaning of this act, not contrary to the constitution and laws of the United States, nor of this State; and to do and execute all and singular acts and things, and transact all business, which to them shall appertain; subject to the restrictions and provisions hereinafter prescribed.

Sec. 3. Each share shall entitle the holder thereof to a vote in the meetings of the stockholders of said bank for the transacting the business thereof, and that each stockholder may vote in person or by agent according to his number of shares.

Sec. 4. Any person, co-partnership, or body politic may subscribe, and at any time hold in his, her or their names, any number of shares of the stock of said bank-Provided however, that the State of Connecticut shall at no time hold shares to a greater amount than one fifth of all the shares then held in said bank, unless with the consent of the directors thereof: and that the shares subscribed by the State shall be considered an addition to and not included in the capital stock whenever the whole stock subscribed shall amount to two hundred thousand dollars.

Sec. 5. That for the well ordering the affairs of said corporation there shall be nine directors chosen on the first Wednesday of July annually (after the first election) by a majority of the votes given by stockholders of said bank at a general meeting; and those who shall be duly chosen at an election shall be capable of serving as directors until the expiration of the first Wednesday of July next ensuing such election; and the directors at their first meeting after such election shall choose one of their number for president. And in case of the death or resignation or removal of a director or president, his place may be supplied by a new choice for the remainder of the year; and that all elections for directors and president shall be by ballot. And that whensoever the State of Connecticut shall hold shares in said bank to the amount of five thousand dollars, the legislature at their session in May in each year may appoint a director for the year next ensuing the first Wednesday of July then next, who shall be entitled to act as such in the meetings of the directors of said bank if the State shall continue to hold such proportion of shares during the year, for which said director was appointed, making the full number of directors in such case to be 'ten instead of nine. And that none but stockholders shall be eligible as directors, and not less than two-thirds of the directors shall be actually resident in the county of Fairfield, and not less than four of said directors shall be resident in said borough; nor shall more than three-fourths of the directors in office, exclusive of the president be eligible as directors by the stockholders the next succeeding year; but the director who shall be president at any election may always be elected as a director; and not less than three directors shall constitute a board for the transaction of business, of whom the president shall always be one, except in case of sickness or necessary absence, in which case the directors shall supply his place by electing one of their num

ber for president for the occasion: and no director shall be entitled to any emoluments for his attendance on the business of the bank, unless the same shall have been allowed by the stockholders at a general meeting except the president, who shall receive such compensation for his extraordinary attendance on the business of the bank, as the directors shall judge reasonable.

Sec. 6. The directors for the time being shall have power to appoint such officers, clerks and servants as they shall judge necessary for executing the business of the bank, and to allow them such compensation for the services as they shall judge reasonable; and that every cashier, treasurer or clerk employed in the bank shall, before entering on the duties of his office, give bond with two or more sureties to the satisfaction of the directors, in such sum as the directors shall order, conditioned for the faithful discharge of his

trust.

Sec. 7. The directors by a majority of votes shall determine the manner of doing business, and the rules to be prescribed, and shall dispose of and manage the money, credit and property of the bank, for the benefit of the proprietors, and at the end of the first year, and once in six months afterwards, make such dividends of the profits, as they shall think proper, provided that they shall in no instance do any act contrary to the regulations of the stockholders, and that the directors shall annually lay before the stockholders a statement of the concerns of the bank.

Sec. 8. The corporation shall not trade in any thing except bills of exchange, gold or silver bullion, foreign bank notes, or in sale of goods pledged for money lent, and not redeemed in due time, or in lands taken for debts previously contracted, or on mortgage; nor shall the corporation take more than at the rate of six per cent. per annum for or upon its loans.

Sec. 9. The stock of said corporation shall be assignable and transferable according to such rules as shall be instituted by the by-laws of the same, except the shares held by the State of Connecticut which shall not be assignable nor transferable.

Sec. 10. The bills or notes issued by said corporation, signed by the president and countersigned by the treasurer or cashier thereof, promising the payment of money to any person or persons, his, her or their order, or to bearer, shall be binding and obligatory on said corporation and payable on demand; and all such bills or notes shall be assignable and negotiable according to the custom of merchants and the laws relating to inland bills of exchange; and all notes in writing which shall be made and signed after the first day of January next by any person or persons, his, her or their servant or agent, who is usually authorized by him, her or them, to sign such promissory notes for him, her or them (said notes being given for the payment of money only and made payable to any person or persons, his, her or their order or to bearer, at the Bridgeport bank, and endorsed over to said corporation) shall be assignable or endorsable over and negotiable in the same manner as inland bills of exchange are or may be, according to the custom of merchants; and said corporation to which the same may be endorsed and negotiated or their endorsees, shall and may maintain their action thereupon against the person or persons, who or whose agent as aforesaid shall sign the same, or against any of the persons who shall endorse the same as in case of inland bills of exchange.

Sec. 11. The total amount of debts which the said corporation shall at any time owe, whether by bond, bill or note, shall not exceed fifty per cent. over and above the capital stock of said bank, and the amount of monies or

bullion at any time actually deposited in the bank for safe keeping; and that all notes issued at the bank shall be payable in gold or silver coin.

Sec. 12. The said Cannon, Hubbell, Lockwood and Hinman, are hereby authorized to open a subscription for the capital of said bank, at such time and place as they shall think best, receive the first deposits, and after said subscription, to call a meeting of the stockholders to choose directors at such time as the said Cannon, &c. shall judge best; five per cent on the sum subscribed shall be paid at the time of subscribing; twenty per cent on each share shall be paid at the end of sixty days from the time of subscribing; twenty-five per cent three months after said last mentioned payment; and the residue in six months after the time of the third payment; if there shall be a failure in the second payment of the sum subscribed by any person, copartnership or body politic, the party failing shall forfeit to the bank the sum by him, her or them previously paid; and if there shall be a failure in any subsequent payment, the party failing shall forfeit to the bank, his, her or their share of the dividend during such delay.

Provided, that in case the directors shall judge it expedient, they are hereby authorized to suspend the two last payments or either of them for such time as they may think proper, giving sixty days notice previous to the time herein fixed for such payment; and the subscribers shall be held to make punctual payment at such time or times as shall be determined by the direc tors, having sixty days notice of the time on which such payment shall be required, which notice shall be given in the newspaper printed in said borough, and such other places and manner as the directors may judge necessary.

Sec. 13. A general meeting of the stockholders shall be annually held on the first Wednesday of July at such place within said borough as the directors may appoint, by notice in the newspaper printed in said borough, at least twenty days before the time of such meeting, and such other notice as the directors shall judge proper; and that the first meeting of the stockholders shall be called as aforesaid by notice in said newspaper and otherwise as the said Cannon, &c. may deem necessary to meet in said borough, and being convened, the stockholders, or a majority of them, shall elect one of their number to preside at the election, who shall be, and is hereby authorized to receive and count the votes for directors, and declare what persons are duly elected according to the provisions of this act.

Sec. 14. This shall be a public act and liable as other statutes to alteration or repeal; and that during such times as the State of Connecticut may hold shares in said bank, the comptroller of said State may at all times have access to the books of said corporation, so as to know the state of said bank; and that said State may at all times after six months notice given to the directors, withdraw from said bank, the amount of the monies by said State subscribed and paid into said bank, and thereby cease to hold shares therein.

AN ACT TO INCORPORATE THE CITY BANK OF NEW HAVEN,
PASSED, MAY 1831.

Sec. 1. Be it enacted by the Senate and House of Representatives in General Assembly convened, That the stockholders of the city bank of New Haven, their successors and assigns, shall be and remain a body politic, and

corporate, by the name of "The President, Directors and Company of the City Bank of New Haven;" and by that name shall be capable in law to purchase, and hold all kinds of property, real and personal, and the same at pleasure to sell and convey, to sue and be sued, in all courts whatsoever; to have and to use a common seal, such as they may devise; and to make, and carry into effect, all such by-laws and regulations, as may be deemed expedient for the proper management of the affairs of the corporation, not repugnant to their charter, the laws of the State, or of the United States; and generally to do and cause to be executed, all such acts and things as to them may appertain, subject to the provisions herein contained.

Sec. 2. The capital stock of said bank, shall consist of five thousand shares, each share being one hundred dollars, which shall be transferable according to such rules, as may be established by the directors; that at the time of subscribing the stock to said bank, there shall be paid in gold or silver, or in bank notes of any bank in the State of Connecticut, or of the bank of the United States, or of any of the banks of the city of New York, provided they shall then be at par value in this State, ten dollars on each share in said bank, and a like sum on each share therein, thirty days next thereafter, and a like sum of ten dollars on each share therein, sixty days after the time of subscribing said stock as aforesaid; and the residue of the capital stock, shall be paid in at such times and in such manner as the directors shall determine, provided that all said capital stock shall be paid in by the 1st day of January, 1834.

Sec. 3. That subscriptions towards constituting the capital stock of said bank, shall be opened in the city of New Haven, on the first Monday in August 1831, under the superintendance of five commissioners, viz. Erastus Lyman, Samuel Tweedy, Charles Hawley, Ralph I. Ingersoll and Timothy Cowles, or at such other time or times, as said commissioners shall deem necessary and proper, and of which they shall give fifteen days notice, in each of the newspapers published in said city of New Haven. If the subscription to the capital stock of said bank, shall exceed five thousand shares, the commissioners shall reduce the number of shares to five thousand shares, for which it shall be their duty to make all necessary enquiries, and to apportion the shares in such manner, and to such persons as to them may appear proper, having regard to the interest of the bank, and the accommodation of the public. In case of failure to pay the first instalment, the subscription shall be void, and in failure of payment of the second instalment, the first shall be forfeited to the bank, and in case of failure to pay any subsequent instalment, the party failing shall loose the benefit of any dividend accruing during the time said payment shall have been delayed. Said commissioners, after they shall have apportioned the capital stock of said bank, shall immediately call the first meeting of the stockholders, for the purpose of choosing directors of the bank, who, when chosen, shall continue in of fice until the first annual meeting of the stockholders, which shall be held in the city of New Haven, on the first Monday in July in each year.

Sec. 4. For the well ordering of the affairs of the corporation, there shall be nine directors, who shall be elected annually, by the stockholders in general meeting; none but stockholders shall be eligible as directors. At their first meeting after each election, the directors shall choose one of their number for president; and whenever the place of president or director, shall become vacant, by resignation or otherwise, the same may be supplied by the

choice of the directors for the remainder of the year. All elections for president or directors shall be by ballot.

Sec. 5. A general meeting of the stockholders may be called, whenever the board of directors shall judge proper; and ten days notice, previous to any general meeting, whether stated or special, shall be given in a newspaper published in said city of New Haven, or in such other manner as the directors may order. All stockholders shall be entitled to vote at a general meeting, in person or by proxy; and each share shall be entitled to one vote; but no share or shares in said bank shall give to any stockholder, a right to vote, unless the same shall have stood in his or her name, on the books of the company, at least two calendar months previous to the time of voting after the first election.

Sec. 6. Not less than three directors shall constitute a board for transacting the business of the bank, of whom the president shall always be one, except in the case of sickness or necessary absence, when the senior director present shall preside. No director shall be entitled to any emolument for attending to the duties of his office, excepting the president, who shall receive such compensation as the board of directors may judge reasonable for his extra services beyond the directors.

Sec. 7. A cashier and such other officers and agents as may be necessary for performing the business of the corporation, shall be appointed, and their compensation shall be regulated by the board of directors, who may determine the securities to be given by any of them, for the faithful performance of any of their trusts.

Sec. 8. The board of directors shall have the disposal and management of the monies, credit and property, of the bank, with power to regulate the concerns thereof, in all cases not herein otherwise provided. But the corporation shall not trade in any thing, except bills of exchange, gold or silver bullion, or the sale of goods pledged for money lent, and not redeemed in due time, or in houses and lands necessarily taken for the security of debts previously contracted; nor shall the corporation take more than at the rate of six per cent per annum, for or upon its loans; and dividends of such parts of the profits as the directors may judge proper, may be made semi-annually. The debts of the corporation, whether by bill, bond or note, shall not at any time exceed fifty per cent over and beyond the amount of the capital stock actually paid in, and the monies deposited in the bank for safe keeping.

Sec. 9. The bills and notes of the corporation, signed by the president, and countersigned by the cashier or treasurer thereof, promising the payment of money to any person, or order, or bearer, shall be obligatory on the corporation according to the tenor thereof, and shall be assignable according to the custom of merchants and the laws relating to inland bills of exchange. And all negotiable notes duly executed may be endorsed to the bank, in the same manner and on the same principles as to individuals, and the bank may sue thereon for the recovery of the money.

Sec. 10. The bank, by their president, whenever, and as soon as it shall become organized, under their charter, shall subscribe to the capital stock of the Hampshire and Hampden canal corporation, the sum of one hundred thousand dollars, being one thousand shares, to become part and parcel of the stock of said canal corporation. But said bank shall not be obliged to take or receive, in addition to their capital stock, any other or further subscription from the State of Connecticut, from the school fund of the State, or from the funds of any college, ecclesiastical society, school, or other cor