Stock.

Subscription book.

To be kept open three

days.

Further sub

selling any stock created under any act of the United States, or of any particular state, unless in selling the same when truly pledged by way of security for debts due to the said corporation.

36. The capital stock of the said corporation shall be two hundred thousand dollars, to be divided into four thousand shares of fifty dollars each; and Samuel Clark, Seba Murphy, Samuel Birdsall, David B. Dodge, Gardner Wells, Nathan Farnsworth and John Watkins, are hereby appointed commissioners to receive subscriptions to the said capital stock.

$ 7. The commissioners, or a majority of them, shall open a subscription book for the said stock, on such day and at such place in said village of Waterloo as they shall appoint; and shall give at least fourteen days' previous notice of such time and place, in one or more of the newspapers printed in said village, and in the state paper.

S8. The book for subscriptions shall be kept open at least, three days, for six hours each day; and the sum of five dollars on each share subscribed for, shall be paid to the said commissioners at the time of making such subscription. Such payment shall be made in specie or current bank bills; and no check, draft, or certificate of deposit shall be received.

S9. If the whole of the capital stock be not taken up scriptions. during the said three days, the commissioners may receive further subscriptions, on such other day, and at such place in the said village of Waterloo, as they or a majority of them shall from time to time appoint, until the whole capital stock of the corporation shall be taken up, giving public notice thereof, as directed in the seventh section of this act.

Distribution of stock.

Names to be published.

$10. The commissioners shall proceed, within sixty days after the passage of this act, to distribute the capital stock of the said corporation among the subscribers thereto; and in case there should be subscriptions to more than the amount of said stock, within the said three days, it shall be the duty of the said commissioners to apportion the same among the subscribers thereto, in such manner as a majority of them shall deem most advantageous to the interests of the institution; and there shall not be allowed to any one of the subscribers or commissioners, directly or indirectly, or to any one in trust for him, more than one hundred shares of such stock, if without such allowance the whole stock be taken up.

$ 11. The commissioners shall, within ten days after the distribution of said stock, publish in one of the news

papers published in the county of Seneca, a full and complete statement of all the subscribers for the same, with their places of residence, the number of shares by each subscribed for, and the number of shares allotted to each of them, which statement shall be sworn to by the commissioners.

$12. The expenses incurred by the commissioners in Expenses. executing any duties required by this act, shall be paid out of the moneys received by them from subscribers to whom stock shall be distributed.

S 13. No corporation, having banking powers under the Restriction, authority of this state, or of the United States, shall be permitted or authorised, directly or indirectly, to subscribe for any part of the capital stock of the corporation by this act created; nor to purchase, take or hold any part of such stock, except when the same shall be hypothecated in good faith in security for a debt or loan; and in such case, the shares of stock so hypothecated shall be sold within sixty days after such debt shall become due, according to the terms of such hypothecation; and if not so sold, the same shall be forfeited, and shall belong to the fund created by the "Act to create a fund for the benefit of the creditors of certain monied corporations, and for other purposes," passed April 2d, 1829; and the commissioners directed to be appointed by the said act, shall take the necessary measures to appropriate the same accordingly, and shall sell the same as soon as may be, and pay the proceeds to the comptroller for the benefit of the said fund.

$14. The stock, property, affairs and concerns of the Directores said corporation, shall be conducted by thirteen directors, being stockholders of the said corporation, and citizens of this state; but no person shall be a director, who shall not, at the time of his appointment, hold on his own account, and not in trust in any manner whatsoever for any other person, at least ten shares of the stock of the said corporation.

S 15. The first election for directors under this act, and First elections of three inspectors of the first annual election thereafter, shall be held at such time and place in the village of Waterloo as shall be directed by the commissioners herein before appointed, or a majority of them; and the said commissioners are hereby appointed inspectors of such first election; and the directors then to be elected shall hold their offices until the second Tuesday of June, in the year one thousand eight hundred and thirty-four, and until others are elected; and the said election shall be holden

elections.

within two months after the capital stock shall have been subscribed.

Subsequent $ 16. The directors for every subsequent year shall be clected on the second Tuesday of June of every year, at such time of the day, and at such place within the village of Waterloo, as a majority of the directors for the time being shall, by resolution to be entered in their minutes, appoint, and shall hold their offices for one year, and until others are elected in their stead. No person who shall be a director in any other bank or monied corporation shall be eligible to the office of director in the corporation hereby created.

Notices.

Votes.

By ballot.

Vacancies.

$ 17. Public notice of every election under this act shall be given by the commissioners or directors, not less than fourteen days previous to the time of holding such election, by an advertisement to be inserted in one or more of the newspapers printed in the county of Seneca and in the state paper.

S 18. Each stockholder, at the time of the first election of directors, shall be entitled to one vote on each share of stock which he shall have held in his own name at least fourteen days previous to the time of voting. At every subsequent election, each stockholder shall be entitled to one vote on each share of stock which he shall have held for the time required by law; except that in case any one person shall hold more than four hundred shares, (including all shares which may be held by any other person in trust✔ for him,) no more than four hundred votes shall be given upon all such shares.

$ 19. All elections for directors shall be by ballot, and the thirteen persons who shall have the greatest number of votes shall be directors; and if, at any election, two or more persons have an equal number of votes, either for directors or inspectors, then the directors who shall have been duly elected shall proceed by ballot, and by plurality of votes, to determine which of the said persons so having an equal number of votes shall be director or directors, or inspector or inspectors, so as to complete the whole number.

$20. If any director shall remove out of the state, or cease to be a stockholder to the amount of ten shares, his office shall be vacant; and whenever any vacancy shall happen among the directors, such vacancy shall be filled for the remainder of the year in which it shall happen, by such person possessing the qualifications as to ownership of stock and citizenship above required for a director of this corporation, as the remainder of the directors for the time being, or a majority of them, shall appoint.

$21. The directors elected, as soon as may be after President. their election, shall proceed in like manner to elect one of their number by ballot to be their president.

mence.

$ 22. The said corporation shall not commence the bu- Banking siness of banking until the whole of the capital stock shall when to comhave been paid to the said corporation, in specie or current bank bills, and an affidavit shall have been made by the president and cashier of the said corporation, and filed with the comptroller, setting forth that the said payment has been made, and that no loan has, to the knowledge of such officers, been made, to enable any stockholder to pay up the amount of his shares or any part thereof, under any implied or express agreement that such loan was to be repaid by a discount of any note or other security by such corporation; and any person guilty of wilful false swearing in any such oath, shall be subject to the pains and penalties of perjury.

$ 23. The directors of the said corporation shall have power, from time to time, to appoint so many officers, clerks and servants, for carrying on the business of the corporation, and with such compensation as to them shall seem meet.

Officers.

$24. The directors for the time being shall also have By-laws power to make and prescribe such by-laws, rules and regulations as shall be needful, touching,

1. The government of the said corporation and the management and disposition of its stock, business, property, estate and effects:

2. The time, manner and terms at and upon which discounts and deposits shall be made and received in and by

the same:

3. The duties and conduct of the officers, clerks and servants employed by the said corporation; and,

4. All such matters as may appertain to the concerns of the institution.

stockholders.

$25. The directors for the time being shall have pow- Calls off er to require the stockholders respectively to make payment of all sums of money by them subscribed, at such times and in such proportions as such directors shall see fit, under the pain of the forfeiture of the shares upon which such payments are required, and all previous payments thereon, to the said corporation.

thereof.

$ 26. The directors shall give notice of every such call, Notices by notice, to be published at least once a week for four weeks successively, in one or more of the newspapers printed in the county of Seneca, and in the state paper; which notice so to be published, shall be a sufficient call

Bills, notes, &c. assigna ble.

Dividends.

Transfers.

Penalty,

In case of ne

glect or refusal to redeem Rotes.

Application

on each stockholder, to authorise, in case of his default to comply therewith, the forfeiture above provided.

$ 27. The obligations, contracts, bills, notes and other evidences of debt, made or issued by the said corporation, shall be obligatory upon the said corporation, and be assignable and negotiable in like manner as if made or issued by a private person; and every evidence of debt assigned by the said corporation, by endorsement thereon, shall enable the assignee thereof to maintain an action thereupon in his own name; but every note, bill or evidence of debt, purporting to be a bank note, to be issued by the said corporation, shall be deemed and taken to be payable at the banking-house of the said corporation.

$28. It shall be the duty of the directors of the said corporation to make dividends half yearly or otherwise, of so much of the surplus profits arising from the business of the said corporation, as they or a majority of them shall deem advisable.

$29. No transfer of any stock in the said corporation shall be valid until such transfer shall have been registered in a book to be kept by the directors of such corporation for that purpose; which book shall, at all reasonable times during the usual hours of transacting business, be open to the examination of any person having in his possession any note, bill, or other evidence of debt issued by such corporation, the payment of which shall have been refused; and of any stockholder of the said corporation.

$30. In case any officer of such corporation, having charge of such books, shall refuse to permit the same to be examined as aforesaid, he shall for every such offence forfeit the sum of two hundred and fifty dollars, to be recovered by the person to whom such refusal shall have been made.

S31. If at any time the corporation hereby created, shall neglect or refuse, for ten days after demand at their banking-house during the regular hours of business, to redeem in specie, any evidence of debt issued by the said corporation, the said president, directors and company shall discontinue and close, until it shall resume payment as aforesaid, all its operations and business, except the securing and collecting of debts due or to become due to the said corporation, unless it shall be permitted to proceed in its ordinary banking operations, under the section next following.

$32. The said corporation may, after the payment of to chancellor its debts shall have been refused, apply to the chancellor by petition, accompanied by a full disclosure of the state and affairs of the corporation, for leave to proceed in its