agreement is up to the standard above provided, and on that account shall refuse to grant the certificate of incorporation, he shall forthwith give notice thereof to the proposed incorporators from whom such articles of agreement were received; who, if they so desire, may within ten days thereafter appeal from such refusal to a board composed of the governor, the attorney-general and the state treasurer, which board shall within twenty days thereafter finally decide the matter, and the commissioner shall act in accordance with such decision. Such board may prescribe rules and regulations for the proceedings in connection with such appeal. (Laws 1915, p. 129.)

Action of mandamus will lie to compel issuance of certificate where applicant has complied with requirements of the law. State ex rel. v. Cook, 174 Mo. 100, 73 S. W. 489.

Sec. 11731. Cash capital required. The cash capital of such corporation shall amount to not less than:

(a) $10,000, if the place where the business is to be transacted is an unincorporated or incorporated village or town, the population of which does not exceed three thousand; and such bank of $10,000 may be incorporated when there has been paid in cash one-half of said subscribed capital and in addition thereto an amount deemed by the bank commissioner adequate for the bank's furniture and fixtures; provided that until the bank's capital has been fully paid it shall not invest any of its funds in the purchase of a banking house.

(b) $25,000, if the place where its business is to be transacted is an unincorporated or incorporated town, the population of which exceeds three thousand but does not exceed fifteen thousand.

(c) $50,000, if the place where its business is to be transacted is a town, the population of which exceeds fifteen thousand but does not exceed twenty-five thousand.

(d) $100,000, if the place where its business is to be transacted is a city, the population of which exceeds twenty-five thousand.

Provided, however, that any bank now existing, the capital of which is not equal to that limitation required of a bank in its location, may continue to do business under its present capital: Provided, that until its capital and surplus fund shall equal twenty per centum more than the minimum of capital required for a bank in its location, one-tenth of its net earnings at the close of each dividend period, as provided in section 11759, shall be credited to the surplus fund, and no such bank shall declare, credit or pay any dividend for any dividend period to its stockholders until it shall have made such credit to its surplus fund for that period. (Laws 1915, p. 130.)

See State ex rel. v. Cook, 174 Mo. 100, 73 S. W. 489.

Sec. 11732. Capital stock to be divided into shares-vendor and vendee liable, when. The capital stock of such corporation shall be divided into shares of not less than one hundred dollars each. If any shareholder sell or transfer his shares, or any number thereof, in such corporation before they shall have been fully paid, the vendor as well as the vendee shall be liable, the former for one year after notice to the corporation of such sale or transfer, as indorser, for whatever is still due on such shares. (Laws 1915, p. 130.)

Directors can only issue stock for money paid, labor done or property actually received, and cannot exchange their stock for stock of an insolvent corporation. McDaniel v. Harvey, 51 A. 198.

Sec. 11733. Prohibition against receiving commissions, etc., for organizing a bank or securing subscriptions to stock.— No individual, partnership, or corporation shall, directly or indirectly, receive or contract to receive any commission, compensation, bonus, right or privilege of any kind for organizing any bank in this state, or for securing a subscription to the original capital stock or surplus of any bank in this state, or to any increase thereof: Provided, that this section shall not be construed as prohibiting an attorney at law from receiving compensation for legal service in connection therewith. Each and every individual, partnership or corporation violating the provisions of this section shall forfeit to the state $100 for each and every such violation, and in addition thereto double the amount of such commission, compensation or bonus. (Laws 1915, p. 131.)

Sec. 11734. Capital stock to be paid up, when-how collected. The remaining unpaid portion of the capital stock provided for in the articles of agreement shall be paid up in cash. within one year next after the date of the certificate of incorporation, at such times and in such amounts as the board of directors may require; and if the capital shall not be fully paid within one year after the date of the certificate of incorporation, the commissioner shall forthwith take possession of the business and property of the bank. In case any shareholder shall refuse payment, the debt may be collected by suit at law: Provided, that the board of directors may, at their discretion, forfeit as many of the shares of such delinquent shareholder as shall be the equivalent of the sum due and unpaid on such shares, and dispose of such forfeited shares to any one willing to purchase them: Provided furthermore, that no installment on shares shall be considered due and payable until notice to that effect shall have been given by publication for two weeks in some newspaper published in the county or city where such corporation is located, or in writing, personally served on the party required to pay. (Laws 1915, p. 131.)

Sec. 11735. National bank may become state bank-procedure and effect thereof. Any banking corporation organized under the laws of the United States and having its place of business in this state may become an incorporated bank of this state with all the powers and subject to all the obligations and duties of banks organized under the provisions of this article, provided such banking corporation has authority by virtue of any law of the United States, to dissolve its organization as a national banking corporation. A national banking corporation desiring to become such an incorporated bank of this state shall proceed in the following manner:

1. It shall take such action, in the manner prescribed or authorized by the laws of the United States, as shall make its dissolution as a national banking corporation effective at a future date certain.

2. Its stockholders shall proceed in all respects as is provided by law for other individuals in incorporating a bank, except that the articles of agreement may provide that instead of the capital stock being paid up in lawful money the same may be paid up by an assignment of the assets of the national banking corporation about to liquidate, such assignment to take effect at the aforesaid future date certain, and the commissioner may allow such assignment to be accepted instead of cash, if the incorporators shall have certified in the articles of agreement that the net value of such assigned assets is equal to at least the full amount of the stock of such proposed bank, and the commissioner, as the result of an examination by himself, his deputies or his examiners, is satisfied that such assets are of such value. (Laws 1915, p. 131.)

Sec. 11736. Branch offices. Any bank possessing a capital and surplus of $1,000,000 or more may file application with the commissioner, upon such conditions and under such regulations as may be prescribed by the said commissioner, for the purpose of securing authority to establish branches in foreign countries or dependencies of the United States for the furtherance of the foreign commerce of the United States, and to act, if required to do so, as fiscal agents of the United States. Such application shall specify, in addition to the name and capital of the bank filing it, the place or places where the banking operations proposed are to be carried on, and the amount of capital set aside for the conduct of its foreign business. The commissioner shall have power to approve or to reject such application if, in his judgment, the amount of capital proposed to be set aside for the conduct of foreign business is inadequate, or if for other reasons the granting of such application is deemed inexpedient. Every bank which shall receive authority to establish foreign branches shall be required

at all times to furnish information concerning the condition of such branches to the commissioner upon demand, and the commissioner may order special examinations of the said foreign branches at such time or times as he may deem best. Every such bank shall conduct the accounts of each foreign branch independently of the accounts of other foreign branches established by it and of its home office, and shall at the end of each fiscal period transfer to its general ledger the profit or loss accruing at each branch as a separate item. (Laws 1915, p. 132.)

Sec. 11737. Rights and powers. Every such corporation shall be authorized and empowered:

1. To conduct the business of receiving money on deposit and allowing interest thereon not exceeding the legal rate or without allowing interest thereon, and of buying and selling exchange, gold, silver, coin of all kinds, uncurrent money, of loaning money upon real estate or personal property, and upon collateral or personal security, at a rate of interest not exceeding that allowed by law, and also of buying, investing in selling and discounting negotiable and non-negotiable paper of all kinds, including bonds as well as all kinds of commercial paper; and for all loans and discounts made, such corporation may receive and retain in advance the interest: Provided, however, that no bank shall maintain in this state a branch bank or receive deposits or pay checks except in its own banking house.

2. To accept for payment at a future date, drafts drawn upon it by its customers and to issue letters of credit authorizing the holders thereof to draw drafts upon it or upon its correspondents at sight or on time not exceeding one year: Provided, that no bank shall incur liabilities under this subdivision to an amount equal at any time in the aggregate to more than its paid up and unimpaired capital stock and surplus fund, except with the approval of the bank commissioner under such general regulations as to amount of acceptances as the commissioner may prescribe.

3. To purchase and hold, for the purpose of becoming a member of a federal reserve bank, so much of the capital stock thereof as will qualify it for membership in such reserve bank pursuant to an act of congress, approved December twenty-three, nineteen hundred and thirteen, entitled the "Federal reserve act;" and any amendments thereto; to become a member of such federal reserve bank, and to have and exercise all powers, not in conflict with the laws of this state, which are conferred upon any such member bank by the "federal reserve act" and any amendment thereto. Such member bank and its directors, officers and stockholders shall continue to be subject, however, to all liabil

ities and duties imposed upon them by any law of this state and to all the provisions of this chapter relating to banks.

4. To purchase and hold the stock of any safe deposit company organized and existing under the laws of the state of Missouri and doing business on premises owned or leased by the bank; provided that the purchasing and holding of such stock is first duly authorized by resolution of the board of directors of the bank and by the written approval of the commissioner stating the number and amount of the shares which the bank may purchase and hold, such amount not to be less than ninety per cent. of the total and not to be sold or transferred except as a whole and not to be pledged at all. All sales or transfers or pledges in violation

hereof to be void.

5. To purchase, hold or convey real property for the following purposes:

(a)

A plot whereon there is or may be erected a building or buildings suitable for the convenient transaction of its business from portions of which not required for its own use a revenue may be derived.

(b) Such as shall be conveyed to it in satisfaction or part satisfaction of debts previously contracted in the course of its business.

(c) Such as it shall purchase at sales under judgments, decrees or liens held by it.

6. To receive, upon terms and conditions to be prescribed by the bank, upon deposit for safe-keeping, bonds, mortgages, jewelry, plate, stocks, securities and valuable papers of any kind, and other personal property, for hire, and to let out receptacles for safe deposit of personal property.

7. To act as fiscal agent of the United States, of any state, municipality, body politic or corporation, and in such capacity to receive and disburse money and receive and deliver certificates of stock, bonds and other evidences of indebtedness. (Laws 1915, p. 132.)

When no restrictions appear in the charter, a bank can buy outright promissory notes, but not at a greater rate of discount than the rate of interest that it might lawfully charge for the loan of money. Salmon, etc., v. Leyser, 116 Mo. 51, 22 S. W. 504. To save itself from loss, a bank may take an assignment of an account due a debtor. Bank v. Tamblyn, 7 A. 570. Banks can handle negotiable bonds, can sell or place them for their customers. Mt. Vernon Bank v. Porter, 52 A. 244. Money deposited in a bank may be paid out on the oral order of a depositor, the bank acting as the agent of the depositor and not as the agent of the payee. Ripley, etc., v. Insurance Co., 145 Mo. 142, 47 S. W. 1. A bank, in undertaking to collect a draft in the absence of special contract, has no right to receive anything but cash in payment therefor. Bank v. Bank, 109 A. 665, 83 S. W. 537. A bank is liable for failure to present at proper time a check received for collection. Ivory v. Bank, 36 Mo. 475. resulting in failure to collect checks. v. Bank, 118 A 356, 94 S. W. 770. positor is that of debtor and creditor.

It is also liable for negligence of its agent Gerhardt v. Institution, 38 Mo. 60; Landa The ordinary relation between bank and deKnecht v. Savings Institution, 2 A. 563.