Capital stock

The state may sub

scribe 2000 shares.

by the aforesaid name of incorporation, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use of the said corporation: Provided, That the real estate which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation in relation to the convenient transaction of its business, 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 provided further, That the said bank shall be established in the village of Utica, and that its operations of discount and deposit shall be carried on in the said village of Utica, and not elsewhere: And further, That 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 any particular state, unless in selling the same when truly pledged by way of security for debts due to the said corporation.

II. And be it further enacted, That the capital stock of the said corporation, including what may be subscribed on the part of this state, shall not exceed one million of dollars, and that a share in said stock shall be one hundred dollars, and that subscriptions shall be kept open under the direction of the president and directors until the number of shares subscribed shall amount to eight thousand shares, and that the state shall have a right to subscribe any number of shares to the said bank, not exceeding in the whole two thousand shares, at any time when by law the same shall be directed, which shall be paid for in such proportions, and at such times, as shall be provided by the Two diree bye-laws of the said corporation; and the Governor of tors may be, this state for the time being, by and with the advice the Govern- and consent of the council of appointment, may appoint two persons to be directors of the said bank, in addition to the number of directors herein after limited, and whose duty it shall be to furnish to the person

appointed by

or and coun

cll.

administering the government of this state as often as he may require, a statement of the amount of the capital stock of the said corporation, and of the debts due to the same; of the monies deposited therein, and of the notes in circulation, and the cash on hand.

to manage

the company

how to be

III. And be it further enacted, That the stock, pro- 13 directors perty, affairs and concerns of the said corporation, shall the affairs of be managed and conducted by thirteen directors, to be appointed and chosen in manner hereafter mentioned, who shall be stockholders and citizens of this state, and shall hold their offices for one year, and until others shall be chosen in their places. The election Elections for directors shall be held on the first Monday of No- when and vember in each year, at such time of day, and at such holden. place, within the village of Utica, as a majority of the directors shall appoint; and public notice shall be given, not less than thirty days previous to the time of holding said elections, by an advertisement to be inserted in one or more of the public newspapers printed within the county of Oneida. The said election shall be made by the stockholders in the said corporation, either in person or by proxy, and all elections for directors shall be by ballot; each stockholder shall be entitled to a number of votes which he or she shall have held in his or her name at least thirty days previous to the time of voting, according to the following ratio, that is to say, at the rate of one vote for every share not exceeding twenty, and one vote for every five shares above twenty and not exceeding fifty, and one vote for every ten shares above fifty; and the thirteen persons who shall have the greatest number of votes as aforesaid shall be directors; and if it should happen at any election that two or more persons eleeted as aforesaid shall have an equal number of votes, then the directors in office at the time of such election, or a major part of them, shall proceed to ballot, and by plurality of votes determine which of the said persons, so having an equal number of votes, shall be director or directors, so as to complete the whole number so to be elected and the directors, as soon as may be thereaf- President to ter, shall proceed by ballot to elect one of their num

be elected.

how to be

filled.

First direc

ber to be their president; and if any director, living in the village of Utica, shall remove out of the same, his office shall be considered as vacant; and all vacanVacancies cies in the direction shall be filled for the remainder of the year in which they shall happen, by such person or persons as the remainder of the directors, or a majority of them, shall appoint; and the first directors shall be James S. Kip, Solomon Wolcott, Thomas Skinner, Thomas Walker, Henry Huntington, Nathan Smith, Francis A. Bloodgood, Ephraim Hart, Apollos Cooper, David W. Childs, Marcus Hitchcock, Samuel Stocking and John Bellinger, who shall hold their offices respectively until the first Monday of November, in the year of our Lord one thousand eight hundred and thirteen.

tors.

Corporation not dissolved

for not hold

on a certain day.

IV. And be it further enacted, That in case it should ing election at any time happen that an election of directors should not be made on the day prescribed by this act, the corporation for that cause shall not be decined to be dissolved, but that it shall and may be lawful, on any other day, to hold and make an election of directors, according to the bye-laws and regulations of the said corporation.

The direc

tors may

laws, &c.

V. And be it further enacted, That the directors make bye for the time being, or a majority of them, shall have full power to make and prescribe such bye-laws, orders, rules and regulations, as to them shall appear needful, touching the management and disposition of the stock, property, estate and effects of the said corporation, and the time and manner of the discounts and deposits made in and by the same; the duties and conduct of the officers, clerks and servants employed therein; the election of directors, and all such matters as appertain to the business of a bank; and shall also have power to appoint so many officers, clerks and servants, for carrying on all and singular the said business, and with such salaries and allowances as to them shall seem meet: Provided, That such byelaws, orders, rules and regulations, be not repugnant to the constitution and laws of this state or of the United States.

*

stock not

registered.

VI. And be it further enacted, That no transfer of Transfer of stock shall be valid or effectual, until such transfer valid until shall be 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, which exceed in amount the residuary stock of such persons.

VII. And be it further enacted, That the total Debts limited amount of debts at any time and in any manner due by the said corporation, over and above the specie then actually deposited in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the said bank; and in case of any excess, the directors under whose administration the same may have happened, excepting those who dissented therefrom, or were not present when the same did happen, shall in their individual and private capacities be liable for such excess, and the estate of the said corporation shall likewise be liable therefor.

tory, &c. as

VIII. And be it further enacted, That the bills ob- Bills obligaligatory and of credit, under the seal of the said cor- signable, poration, which shall be made to any person or persons, shall be assignable by indorsement thereupon, under the hand or hands of such person or persons, 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 respectively, 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 corporation, 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 like force and effect, as upon any private person or persons, if issued by him, her or them, in his, her or their private capacity or capacities, and shall be assignable or nego tiable in like manner as if they were so issued by such private person or persons.

Shares for

feited for

non-pay

IX. And be it further enacted, That it shall be law. ful for the directors for the time being, to call and ment of calls.

The directors to make

dividends.

demand of the stockholders respectively all such sums of money by them subscribed, or to be subscribed, at such times and in such proportions as they shall see fit, under pain of forfeiture of their shares and all previous payments made thereon, to the said company, always, however, giving sixty days previous notice of such call and demand, in one or more of the newspapers published as aforesaid.

X. And be it further enacted, That it shall be the half-yearly the duty of the directors to make half-yearly dividends of so much of the profits of the said bank as they, or a majority of them, shall deem advisable; and that the said corporation shall not demand any greater interest on a loan or discount, for a term not exceeding sixty days, than at the rate of six per centum per annum, and that no director shall be entitled to receive any emolument for his services.

This act not

to be forfeit. ed by nonusers.

This is a public act.

XI. And be it further enacted, That this present act of incorporation shall in no wise be forfeited by any non-user whatsoever at any time before the first Tuesday of February next, and it shall on that day bè lawful for the stockholders above mentioned, to assemble for the purpose of carrying the same into effect, any want of notice in the manner above prescribed to the contrary in any wise notwithstanding.

XII. And be it further enacted, That this act shall be deemed a public act, and shall be benignly and favorably construed for all the purposes therein expressed and declared, in all courts and places whatsoever.

CHAP. LXV.

An ACT to incorporate the Ulster lead mining and manufacturing company.

W

Passed June 1, 1812. HEREAS Abraham G. Thompson, Sullivan Moulton, John Titus, J. C. Vanden Heuvel, Peter Schermerhorn, jun. Thomas C. Pearsall, Abraham Schermerhorn, Richard Bruce and Samuel Clement, in behalf of themselves and their associates, have by their petition set forth, that Abraham G.