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Bank of New-York.
FOURTEENTH SESSION. Chap. XXXVII.
Passed 21st March, 1791. TATHEREAS Isaac Roosevelt and others, associated as prenoble
a company under the style of the president, directors and company of the bank of New York, by their petition presented to the legislature, have prayed for the priv. ilege of being incorporated, the better to enable them to carry on the purposes of their institution : Therefore,
I. Be it enacted by the People of the State of New-York, Stockholders represented in Senate and Assembly, and it is hereby enacted incorporated, by the authority of the same, That all such persons as now the incorpo. are, or hereafter shall be stockholders of the said bank, ration. shall be and hereby are ordained, constituted and declared to be, from time to time, and until the second Tuesday of May, which will be in the year 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 New-York ; and that by that name, Their powers they and their successors, until the said second Tuesday of May, one thousand eight hundred and eleven, shall and may have continual succession ; and shall be persons in law 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, in all manner of actions, suits, complaints, matters and causes whatsoever ; and that they and their successors 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 New-York, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of the said corporation.
II. And be it further enacted by the authority aforesaid, Price of each That a share in the stock of the said bank, shall be five fare * wymhundred Spanish milled dollars, or the equivalent thereof and amount
of the capital in specie ; and the number of shares shall not exceed one itock. thousand eight hundred, exclusive of any shares that may be subscribed on the part of this state, and subscriptions shall be kept open under the direction of the president and directors of the said bank, until the said number of shares shall be filled, and the whole amount of the stock, estate and property which the said corporation shall be authorized to hold, including the capital stock or shares above mentioni i ed shall never exceed in value one million of dollars.
to be prefi.
Affairs to be III. And be it further enacted by the authority aforesaid, managed by
by. That the stock, property, affairs and concerns of the said 13 directors, one of whom corporation shall be managed and conducted by thirteen dent, and to directors, one of whom to be the president, who shall hold be chosen an.
their offices for one year, which directors shall be stocknoally.
holders, and shall be citizens of this state, and be elected on the second Tuesday of May in every year, at such time in the day, and at such place in the city of New-York as a majority of the directors, for the time being shall appoint ; and public notice shall be given by the said direc. tors in two of the newspapers printed in the said city, of such time and place, not more than twenty, nor less than ten days previous to the time of holding the said election ; and the said election shall be held and made by such of the said stockholders of the said bank as shall attend for that purpose, in their own 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 hereinafter 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 plurality of votes, appear to be chosen as directors, then the said stockholders herein before authorized to hold such election, shall proceed to ballot a second 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 compleat the whole number of thirteen ; and the said directors as soon as may be after the said election, shall proceed in like manner to elect by ballot one of their number to be their president ; and four of the directors which shall be chosen at any year, 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 eight of the directors, exclusive of the president, who served for the last year shall appear to be elected, then the election of such person or person above the said number, and who shall have the fewest votes, shall be considered as void, and such other of the stockholders as shall be eligible and shall 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 this state shall be ineligible, and if any director shall
remove out of this state, his office shall be considered as Vacancies vacant ; and if any vacancy or vacancies should at any how fupplied. time happen among the directors by death, resignation or
removal from this state, 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 New-York, as the remainder of the directors for the time being, or the major part of them, shall appoint ; and the first directors shall be Isaac Roosevelt, William Max. well, Thomas Randall, Daniel M.Cormick, Nicholas Low, William Constable, Joshua Waddington, Samuel Frank: lin, Comfort Sands, Robert Bowne, Gulian Verplanck, John Murray and William Edgar, and shall hold their offices respectively until the second Tuesday of May next.
IV. And be it further enacted by the authority aforesaid, Election nat That in case it should at any time happen that an elec- held on the
day appointed tion of directors should not be made on any day; when corporation
not to be disa pursuant to this act it ought to have been made, the said folved. 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.
V! And be it further enacted by the authority aforesaid, Stockholders That each stockholder shall be entitled to a number of proportion to votes proportioned to the number of shares which he or the number of
shares they she shall have held in his or her own name at least three may hold and months prior to the time of voting, according to the fol
may vote by
proxy. lowing ratios, that is to say : At the rate of one vote for each share not exceeding four, five votes for six shares, six votes for eight shares, seven votes for ten shares, and one vote for every five shares abové ten; stockholders actually resident within the United States and none other may vote in elections by proxy.
VI. And be it further enacted by the authority aforesaid, to make a That it shall be the duty of the directors to make half dividend half
yearly of the yearly dividends of so much of the profits of the said bank, profits. as to them, or a majority of them, shall appear advisable ; and that once in every three years, and oftener if there. unto required by a majority of the votes of the stockholders, to be given agreeably to the ratios herein before established, they shall lay before the stockholders at a general meeting, for their information, an exact and particular statement of the debts which shall have remained unpaid, after the expiration of the original credit, for a period of treble the term of that credit, and of the surplus of profits, if any, after deducting losses and dividends.
VII. And be it further enacted by the authority aforesaid, To make bye That the directors for the time being, or a major part of point the item them, shall have power to make and prescribe such bye own officerea laws, rules and regulations, as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said corpoVOL. II.
his fate ribe That th
ration, and touching the duties and conduct of the officers, clerks and servants employed therein, and touching the election of directors, and all such other matters as apper. tain to the business of a bank ; and shall also have 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 ; Provided, That such bye laws, rules and regulations, be not repugnant to the constitution and laws of the United States or of this state.
VIII. And be it further enacted by the authority aforesaid, may subscribe That this state shall have a right to subscribe any number of shares not of shares to the said bank, not exceeding in the whole the exceeding 100
number of one hundred, 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 sum to be subscribed, if the number of shares herein before limited shall be subscribed before such sub
scription shall take place, on the part of the state. Bank not to
IX. And be it further enacted by the authority aforesaid,
That the total amount of the debts which the said corpo. tban three times the ration shall at any time owe, whether by bond, bill, note or amount of their capital. other contract, over and above the monies then actually de
posited 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 directors, under whose administration it shall happen, shall 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 who may have dissented from the resolution or act whereby the same was so contracted, may respectively exonerate themselves from being so liable, by giving immediate no. tice of the fact, and of their absence or dissent to the mayor or recorder of the city of New-York, and to the
stockholders, at a general meeting which they shall have To emit no power to call for that purpose ; And further, It shall not hoteis payable be lawful for the said corporation to emit any notes, or credit of this contract debts which shall be payable in the bills of credit, ftate.
emitted by the laws of this state. What kind of X. And be it further enacted by the authority aforesaid, real property lawful for the
operty. That the lands, tenements and hereditaments, which it bank to use & shall be lawful for the said corporation to hold, shall be only for what ofe.
such as shall be requisite for its immediate accommodation, in relation to the convenient transacting of its busi. ness, or such as shall 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 further, The said cor- Bank not to poration shall not directly or indirectly, deal or trade in trade in any buying or selling any goods, wares, merchandize or com- chandize, or
buy any stock. modities whatsoever, or in buying or selling any stock, created under any act of the congress 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.
XI. And be it further enacted by the authority aforesaid, No transfer That no transfer of the stock of the said corporation shall of bank ftoc be valid or effectual in law, until such transfer shall be en- registered. tered or registered in a book or books to be kept for that purpose by the directors.
XII. And be it further enacted by the authority aforesaid, Bank bills oba That the bills obligatory and of credit, under the seal of ligatory, and the said corporation, which shall be made to any person or fignable by
indorsement. persons, shall be assignable by indorsement thereupon, under the hand or hands of such person or persons, and of his, her or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees successively, and to enable such assignee or assignees to bring and maintain an action thereupon in his, her or their own name or names ; and bills or notes, which may be issued by order of the said corpo.. ration, signed by the president, and countersigned by the principal cashier or treasurer, promising the payment of money to any person or persons, his, her or their order, or to bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same, in like manner, and with the like force and effect, as upon any private person or persons, if issued by him, her or them, in his, her or their private or natural capacity or capacities, and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons.
XIII. And be it further enacted by the authority aforesaid, Act of incore. That this present act of incorporation shall in no wise be poration Hot
to be forfeit, forfeited by any non-user whatever, at any time before the ed for any second Tuesday in May next, and that it shall on that day fore a certain be lawful for the stockholders above mentioned, to assem- day. ble for the purposes of carrying into effect the same any want of notice in the manner above prescribed to the contrary in any wise notwithstanding..
XIV. And be it further enacted by the authority aforesaid, That this act be and is hereby declared to be a pube lic act, and that the same be, for the time herein before limited, construed in all courts and places, benignly and faa. vourably, for every beneficial purpose therein intended.