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^Ji^J^- constitute, ordain and establish such by-laws, rules, ordinances and regulations as they from time to time shall judge proper for the election of their officers, for the election or admission of new members of the said corporation, and the manner of admission, and the sums that shall be paid yearly by the members of the said society. Provided always, That such sum shall not ex
Pro»i». ceed the sum of two dollars yearly and every year, and also for the management and disposition of their stock, property, estate and effects for the purposes of carrying into effect the objects of this society and for fixing the times ar.d places of the meetings of the said society, and touching the duties and conduct of the officers of the said corporation as by this act constituted, and for no other purposes whatsoever. Provided always, That no regulation shall be made in any wise to controul the religious principles or affect the rights of conscience of any person whatsoever. And provided further, That such by-laws, rules and regulations be not repugnant to the constitution and laws of the United States or of this state. 1 VI. And be it furtlier enacted, That this act be and
ci»mHoi« hereby is declared to be a public act, and that the same
«ambiic«ct. be construed in all courts and places favorably, for every purpose therein contained.
WHEREAS Albert Pawling and others, by their x .1- um..e petition presented to the legislature, have pray
* nwuc. tQ ke incorp0ratecj for banking operations: Therefore,
I. BE it enacted by the people of the state of NewYork, represented in senate and assembly, That all such atockhoid- persons as now are or hereafter shall be stockholders of Si^ofe the said bank, shall be and hereby are ordained, constijJoTM^001"" tuted and declared to be from time to time, and until the first day of May, one thousand eight hundred and thirty-one, a body corporate and politic, in fact and in Z^eoruo!0 name, by the name of the president, directors and comrau righu. pSny of the bank of Troy, and by that name they and Their successors, until the said first day of May, one^^i^1thousand eight hundred and thirty-one, shall and may Jiaye 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, and 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 thafr-they and their successors, by the same name of the president, directors and company of the bank of Troy, shall be in law capable of purchasing, holding and conveying any estate, real or personal, for the use the said corporation.
II. And be it further enacted, That a share of the ^^"^j said bank shall be twenty-five dollars, and the number the capital of shares shall not exceed twenty thousand, exclusivestock'
of what may be .subscribed on the part of the state, and that subscriptions to the said capital stock may be kept open under the direction of the president and directors until the whole number of shares shall be subscribed, and that this state shall have a right to subscribe any number of shares to the said bank not exceeding in the whole two thousand, which shall be paid for in such proportions and at such times as shall be provided for by the by-laws of the said corporation.
III. And be it further enacted, That the stock, pro- lran-eoton perty, affairs and concerns of the said corporation, shall ^ raerf1" be managed and conducted by seventeen directors, one whoTM10 bft of whom to be president, who shall hold their offices pt eut for one year, and until others shall be appointed and elected in their stead, in the manner hereafter mentioned: the person administering the government of this
state, by and with the advice and consent of the council of appointment, shall and hereby is authorised an- to'bc^p"TM finally on or before the first Tuesday of March, to ap- }£jutc^£ point one fit person from among the stockholders rcsi- n..r and dent in the village of Lansingburgh, one other person Jjp^'t.01 from among the stockholders resident in the village ofn ' ut Troy, and one other person from among the stockholders resident in the village of W:\tcrforcl, to be directors
^JJJU1 in the said bank, and in case either of the said Uiree directors to be appointed, shall refuse to accept, or shall Tn»hat die, resign his office, or remove out of the village for u.c which he shall have been appointed, that then, and in rr to fill T»- such case, it shall and may be lawful for the comptroleaneies. jcr Qf tjjjs state> for tne tjme being, from time to time,
to appoint by writing, under his hand, another stockDireetors holder of the same village to be director in his stead; from Troy)tne remaining fourteen directors shall be stockholders Lansing- 'citizens of this state, and at the time of their election, Waurfbra\ six of them shall reside in the said village of Troy, four of them in the said village of Lansingburgh, and four of F]Mtion!ltothem in the said village of Waterford, and shall be be held in elected on the first Tuesday of March, in every year, at TOy' such place in the town of Troy, as a majority of the diwiiatnnm-rectors who shall upon all ocoasions constitute a board «ctersdcoii- f°r doing business for the time being, shall appoipt; atitute a and public notice shall be given by the said directors in quorum. ^ the newspapers printed in the village of LanElections singburgh or Troy, of such time and place, not more ductuT" tnan slxty nor less tnan thirty days previous to the day of holding said election, and the election shall be held and made by the stockholders of the said bank, either in person or by proxy, and all elections for directors vote» how shall be by ballot, each share of the stock having one apportion- vote, and the fourteen persons who shall have the great-1 est number of votes, and residing in the villages aforesaid, shall be directors, and if it should happen at any election that two or more persons have an equal number of votes, then the said 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 of seventeen; and the said directors chosen at such election, as soon as may be thereafter, shall proA pa^dentceed in like manner to elect by ballot one of their mimed. 'ber to be their president, and if any director shall remove out of this state, his office shall be considered as v»ean*y of vacant, and whenever any vacancy or vacancies shall hoTfiUed. happen among the directors by death, resignation or otherwise, such vacancy or vacancies shall \>e filled for
the remainder of the year in which they shall happen, AvJivi^by such person or persons as the remainder of the directors, for the time being, or a majority of them, shall appoint; and the first directors shall be Albert Pawling, Fint diwcBeniamin Smith, Joseph D. Selden, Ebenezer Jo»es»tort Esaias Warren, Richard P. Hart, Jacob Merritt, Thomas Trenor, Alanson Douglas, Jonathan Burr, John Stewart, Roger Skinner, John Cramer, John T. Close, Moses Scott, Richard Davis, Jun. and John House, and shall hold their offices respectively until the first Tuesday of March, which will be in the year one thousand eight hundred and twelve, and until others shall be appointed and elected in their stead.
IV. And be it further enacted, That in case it should ^orp0,?"u at any time happen that an electioa of directors should solved by not be made on any day when pursuant to this act it oughtdirecto have been done, the said corporation shall not for '°TMon that cause be deemed to be dissolved, but that it shall pointed by 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, That the directors for Power* of the time being, or a majority of them, shall have power ^dirc*"" to make and prescribe such by-laws, rules and regula
ions as to them shall appear needful and proper, touching the management and disposition of the stock, property, estate and effects of the said corporation, the duties and conduct of the officers, clerks and servants employtherein, the election of directors, and all such other 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 the said business, and with such salaries and allowances as to them shall seem meet: PreTiij# Provided, That such by-laws, rules and regulations be not repugnant to the constitution and laws of the United States or of this state.
VI. And be it further enacted, That the said bank^,* shall be established and kept, and the buildings ncces- *^x^a sary for the accommodation thereof erected, and the business thereof at all times hereafter transacted in the compact part of the village of Troy.
^J^- VII. And be it further enacted, That notransfer.of Traasfers the stock of the said corporation shall be valid or. efivWmut be- factual in law until such transfer shall be entered.or re'"B gistered in a book, or books to be kept for that purpose by the directors, and unless the person or persons mak-i ing 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 person or persons, nestrioaon VIII. Andbe it further enacted, That the total amount of mount of debts which the said corporation shall at any. debt*. tjme OWC) whethcr by bond, note or other contract, over and above the specie then actually deposited in. the bank, shall not exceed tliree times the sumrof the capital stock subscribed and actually paid into* the said bank; and in case of such excess, the directors under whose administration it shall happen shall be liable for the same in their separate 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 such excess, but such of the directors who 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, shall not be so liable.
As to real IX. And be it further enacted, That the lands, tcnwhtch the ements and hereditaments which it shall be lawful for wavPhoid. ^ sa"l 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 A'tortus obtained for such debts; and further, the said corporaOd<i sai.; of tion shall not directly or indirectly deal or trade in buydizeTrtock, ing or selling any goods, wares, merchandizes or com*«• modities whatsoever, or in buying or selling any stock created under any act of the United States or any partic-, ular state, unless in selling the same when truly pledged by way of security for debts due to the said corporation.