scribed and

paid in.

shall be divided into shares of fifty dollars each; and no such association shall commence operations until the whole amount of Amount subthe capital stock shall be subscribed, nor until thirty per centum of such capital stock shall be paid in, in legal money of the United States.

ed.

ment of sub.

Sec. 4. It shall be the duty of the treasurer and clerk afore- Books open said, to open books for subscription to the capital stock of such association, at the time and place mentioned, and to continue the same open for the space of four days successively; in case a greater number of shares than is sufficient to make up the whole capital stock of said association shall be subscribed, the treasurer and clerk shall apportion the said requisite number of shares Apportionamong the subscribers, in proportion to the number of shares scriptions. which each person has subscribed for respectively, in such manner as to secure to resident stockholders their proper proportions of stock, as designated by the tenth section of this act; but no person, resident of the proper county, shall, upon such distribution, receive less than five shares, if he shall have subscribed for Distribution. so many, unless the subscriptions for such number of shares shall exceed the amount of shares of said capital stock. In case the Where the whole amount of capital stock shall not be subscribed at the expiration of such period, the treasurer and clerk shall postpone such meeting for the space of thirty days, and shall give due notice of such postponement in manner aforesaid; and shall, on the day to which such meeting shall stand adjourned, open anew the books of subscription, and shall continue the same open for the further space of four days, unless the necessary amount of stock shall be sooner subscribed.

whole

amount of stock is not subscribed.

of applica

tions under,

this act.

Sec. 5. In case the necessary amount of capital stock shall not Limitation be subscribed at the expiration of the last mentioned period, the further continuance of such application shall cease and determine, and the applicants shall be liable to the payment of all expenses attendant upon such application; but should the necessary amount of stock be subscribed during either or both of the above mentioned periods, the expenses attending such application shall be paid by the association so to be formed, in its corporate capacity; Provided, That such treasurer and clerk, or other proper officers, Compensa shall not be entitled to receive more than three dollars per day each for their services in travelling to, returning from, and attending upon any meeting held under the provisions of this act.

tion of trea

surer and

clerk.

Oath of subscribers.

Sec. 6. Before any person shall be permitted to subscribe to the capital stock of any association to be incorporated under the provisions of this act, such person shall first make oath that the stock for which he is desirous of subscribing is intended for his own use, or for the use of the firm of which he is a partner, or for the use of the person or persons or company whom he represents By whom ad- as agent or attorney, and not in trust for another; which oath the

amount of

ހ

ministered. treasurer and clerk, or either of them, are hereby anthorized and Limitation of required to administer; and no one person, firm, or company, subscription. shall be allowed to subscribe exceeding one tenth part of the capital stock of such association or corporation, nor shall he or they be capable at any time of holding therein to exceed one-fourth part of the capital stock thereof, unless the same shall come into his, her, or their possession, by action at law, in payments of debts due from stockholders in their separate and private capacities; and treasur- no county clerk or treasurer shall be allowed to subscribe in other than his or their own name or names.

County clerk

er not to subscribe.

Ten per cent.

subscribing.

To whom paid.

ganized.

Sec. 7. Every person, by himself, his agent or attorney, shall, to be paid on on subscribing to the capital stock of such association, pay to the treasurer appointed as aforesaid ten per centum in specie on each share of stock by him or them subscribed; and such treasurer shall pay the same over to the cashier of such association, upon the order of the president and directors, whenever the same shall be To be refund organized; but if such association shall fail to complete its orgaed if not or- nization within the time limited by this act, every such amount paid in as aforesaid shall be refunded, without delay, to the subscribers respectively or their duly authorized agent or attorneys. And any failure, for the space of five days, of the treasurer in complying with the provisions of this section, shall be deemed a case of ne- misdemeanor, and shall be punishable by fine and imprisonment, in a sum not exceeding three times the amount of money withheld, and for a term not exceeding three years, at the discretion of the court before whom the same shall be tried and determined.

Penalty in

glect of the treasurer.

Sec. 8. Whenever the capital stock of such association shall be subscribed, and ten per centum on each share thereof shall be Meeting of paid in as hereinbefore provided for, if within either of the periods limited by this act, it shall be the duty of the treasurer and clerk to call a meeting of the subscribers, at such time and place as they may appoint, by giving thirty days' previous notice thereof

subscribers.

Election of

directors.

in manner prescribed in the first section of this act, and at such meeting shall lay the books of subscription before the subscribers then present, and thereupon the stockholders may elect nine directors, a majority of whom shall be competent to manage the affairs of the association; and said directors, who shall be stockholders and residing within the state, and at least five of whom shall be residents of the county wherein the business of such corporation shall be transacted, shall be empowered to elect one of their number president; and on all occasions when a vote of the of votes. stockholders is to be taken, each and every share shall entitle the holders thereof to one vote, either by himself in person or by proxy, which proxies shall always be stockholders. No person shall be a director of such association unless he shall be the holder of at least five shares of such capital stock. Sec. 9. All such persons as shall become stockholders of any Stockholders such association, shall, on compliance with the provisions of this act, constitute a body corporate and politic, in fact and in name, and by such name as they shall designate and assume to themselves, which name shall not be changed without the consent of the legislature; and by such name they and their successors shall and may have continual succession, and shall in their corporate capacity be capable of suing and being sued, pleading and being impleaded, answering and being answered unto, defending and being defended, in all courts and places whatsoever; and that they and their successors may have a common seal, and that they and their successors, by such name as they shall designate, adopt and assume as aforesaid, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of the said association.

incorporated.

Thirty per

cent. in spe

cie to be paid

commence

Sec. 10. At least thirty per centum of the capital stock of such association shall be paid in in specie before such association shall be permitted to commence operations; one-third part of such in before capital stock shall be owned, subscribed, and continue to be held ment. by residents of the county where such association shall transact business: Provided, That so much of this section as requires that one-third of the capital stock shall be owned in the county where Exception in such association shall transact businees, shall not apply to the Chippewa county of Chippewa.

favor of

county.

Sec. 11. The president and directors of such association shall, Security of before commencing operations, furnish good and sufficient securi- directors.

president and

curity.

ty, to be approved by the treasurer and clerk aforesaid, to the auditor general, for and in behalf of the people of this state, to be held as collateral securities when all other liabilities of such association shall fail or prove to be insufficient for the purposes intended, conditioned for the payment of all debts which such association shall contract, and for the redemption of all notes which shall be issued or be outstanding or in circulation, which securities shall be in the full amount which such association shall at any time have in circulation or be indebted, and shall consist Kinds of se- either of bonds and mortgages upon real estate within this state, or in bonds executed by resident freeholders of the state, and shall be forthwith lodged in the hands of the bank commissioner, and a copy thereof placed on file in the office of the clerk of the proper county: Provided, That any president, director, or stockholder of any such association, who may have rendered the securities herein required, in whole or in part, and who may have disposed of his or their interest in such association, shall be relieved at their option from all further liability by the bank commissioner, upon the president and directors, and they are hereby authorized and required to do so, furnishing other good and sufficient sureties equivalent thereto, to the satisfaction of the said bank commissioner, and causing the same to be lodged and filed in the same manner as hereinbefore directed.

Proviso.

Certificate of name, &c. to

secretary of state.

Sec. 12. Whenever the president and directors of any such be filed with association shall have complied with the requisitions of this act, the treasurer and clerk of the proper county shall file in the office of secretary of state a certificate setting forth the name and location of such association and the amount of its capital stock; and said secretary of state shall immediately thereafter give public notice thereof, by publication in one or more of the newspapers authorized to publish the laws of this state.

Duty of bank

er.

Sec. 13. It shall be the duty of the bank commissioner to visit commission- the banking-house of such association as often as once in three months, and at all other times when requested by the governor or by any banking association in this state, created by the provisions of this act, or subject to the act to create a fund for the benefit of the creditors of certain moneyed corporations, and to institute such an examination into the affairs of such association as is required in the fifteenth section of an act to create a fund for the benefit of

the creditors of certain moneyed corporations, approved March 28, 1836.

Sec. 14. It shall be the duty of the bank commissioner to re- Idem. quire every such association to renew or change the securities required to be given by this act, under the like restrictions and regulations, whenever the public safety may require it.

to be paid in

months.

Sec. 15. In addition to the amount required to be paid in on the Ten per cent. capital stock of such association before commencing operations, at every six least ten per centum thereon shall be paid at the expiration of each succeeding six months thereafter, until the whole stock shall have been paid in, under the penalty of forfeiting to such association the amount of stock which each individual refusing or neglecting to pay such instalment may have already paid in, and the shares on which such payments shall have been made: Provided, That whenever any instalment is required to be paid in, the directors shall first give public notice thereof in the manner Notice of indirected by the first section of this act, and that no instalment shall be called in after such association shall commence operations exceeding ten per centum at the expiration of each successive six months, unless an earlier or additional call shall be authorized at some stated or special meeting by a vote of the stockholders owning three-fourths of the capital stock.

stalments.

Shares how assignable,

Sec. 16. The shares of the capital stock of such association shall be assignable according to the by-laws prescribed by such and when. association, but no assignment shall be valid or effectual until such assignment or transfer shall be entered or registered in a book to be kept for that purpose; nor shall any stockholder be capable of assigning or transferring his or her stock in such association until all notes, dues and debts, of whatsoever nature, due to such association from such stockholder, either as drawer or indorser of any note, or otherwise, shall be first paid and discharged. It shall not Restriction. be competent for such association to deal or trade in the stocks of moneyed or any other corporations, or to increase or reduce the capital stock thereof, without the consent of the legislature. Sec. 17. It shall not be lawful for any such banking association Limit of isto issue, or have outstanding or in circulation at any time, an amount of notes or bills loaned or put in circulation as money, exceeding twice and a half the amount of its capital stock then paid in and actually possessed; nor shall its loans and discounts at any time

K

sucs, &c.