elect direc board of directors; and if at any time it shall happen that an Failure to rectors. 4. And be it enacted, That as soon as conveniently may be Election of diafter the aforesaid capital stock shall have been subscribed for, the said commissioners, or a majority of them, shall call a meeting of the subscribers to said capital stock at Clarksville, in said county of Hunterdon, to elect the first board of directors, by giving at least twenty days' notice of the time and place of said meeting, by advertisement in one of the newspapers printed in said county of Hunterdon; and at such meeting the said commissioners, or a majority of them, shall be the judges of the said first election, and shall be eligible to be voted for as directors at such election, and shall have the same powers as the judges of the annual election of directors; and they shall conduct said first election as near as may be in the manner herein before prescribed for the said annual elections, the subscribers attending said meeting in person or by proxy, being entitled to one vote for each share of stock respectively subscribed by them; and said first board of directors shall, as soon as conveniently may be after said election, organize by electing a president in the manner hereinbefore prescribed for the election of a president, and shall also, at the same time, elect a cashier; and after the said board shall have been thus organized, it shall be the duty of the said commissioners to pay over to the said board all the moneys received by them for subscriptions to said capital stock, deducting therefrom only the necessary expenses incurred by them, and the receipt of the said president and cashier, for said moneys, shall be a full and absolute acquittance and discharge therefor, and the said first board of directors shall have power to fill vacancies therein by death, resignation or otherwise, and shall hold their offices until the second Tuesday of May next after their election, and until their successors shall be chosen. scribed, un 5. And be it enacted, That the capital stock of said cor- May call in poration shall be deemed personal property, and the real amount subestate of said corporation may be taxed as other lands in this der penalty of state are or may be taxed; and that the board of directors forfeiture. Proviso. Cashier. All bills and notes issued corporation. for the time being shall have full power to call in the residue of the subscriptions to the said capital stock by such installments and at such times as the said board may think proper, under the penalty of the holders of said stock forfeiting to the said corporation all previous payments thereon, which forfeiture may be made and declared by order or resolution of said board; provided, that at least twenty days' previous notice of the time and place for the paying of said installments shall be given by advertisement in one of the newspapers printed in said county of Hunterdon, and that no installment of more than ten dollars on each share shall be called in at one time, nor shall said installments be required to be paid in nearer than ten days of each other. 6. And be it enacted, That there shall be a cashier of said bank appointed or re-appointed annually, liable, however, to be removed and another appointed in his stead, at the pleasure of the said board of directors; and upon such appointment or re-appointment, he shall, before entering upon the duties of his office, take an oath or affirmation faithfully to perform the duties of his office, and shall give bond or bonds, with good and sufficient security to the said corporation, to be approved by the board of directors in the penal sum of at least twenty thousand dollars, conditioned for the faithful performance of his duties as cashier of said bank. 7. And be it enacted, That the said corporation shall not binding on the issue bills or notes of a less denomination than one dollar; and the bills or notes which may be issued by said corporation, signed by the president and countersigned by the cashier, promising the payment of money to any person or persons, his, her or their order, or to bearer, although not under the seal of said corporation, shall be binding and obligatory on said corporation, and of like force and effect, and shall be assignable and negotiable in like manner as if made by a natural person, and all bills obligatory and of credit under the seal of said corporation, which shall be made for the payment of money to any person or persons, shall be assignable by assignment endorsed thereon, under the hand or hands of such person or persons, or his, her and their assignee or assignees, successively, and all bills, notes, bills obligatory or of credit, made or issued by said corporation, shall be deemed and taken to be payable and demandable at the banking house of said corporation. 8. And be it enacted, That it shall be the duty of the dividends. board of directors of said corporation to make semi-annual Semi-annual dividends of so much of the profits of the business of said corporation as the said board shall deem advisable, but no dividend shall be made of any part of the capital stock. 9. And be it enacted, That the rate of discount at which Rate of disloans may be made by said corporation shall not exceed the count. legal rate of interest in this state established for the time being; provided, that nothing herein contained shall be con- Proviso. strued to prohibit the said corporation from dealing in bills. of exchange and the purchase and sale of the bonds, notes and bills of the government of the United States, and the bonds and securities of the state of New Jersey, or of any town, city or county thereof. person stock made by persons indebted to cor poration 10. And be it enacted, That no transfer of the stock of No transfer of said corporation shall be valid and effectual until any debt or debts, which may be due to said corporation from the or persons transfering shall have been fully discharged, nor until such transfer shall have been registered in a book or books, to be kept for that purpose, by the board of directors. 11. And be it enacted, That if at any time the said cor- Refusal to reporation shall neglect or refuse, on demand being made at deem is to detheir banking house during the regular hours of business, to operations. redeem in lawful money any of the bills or notes issued by said corporation, and which shall then be due and payable, the said corporation shall thereupon, under pain of forfeiting its charter, wholly discontinue and cease from banking operations until such bills or notes shall be fully paid. bar banking liable for pay ure. 12. And be it enacted, That if the said corporation shall Assets first at any time hereafter become insolvent, the whole assets of inent of bills said corporation at the time of its becoming insolvent shall in case of failbe first liable for the redemption of its bills or notes then in circulation, and shall be first applied to the payment thereof, and in case of a distribution of the assets of said corporation among the creditors thereof, under the order or decree of the court of chancery or other court, the holders of such bills or notes shall be equal in priority, and shall have a preference over all the other creditors. to be residents and liable for 13. And be it enacted, That all the directors of said cor- All directors poration shall be residents of this state, and shall be jointly of this state, and severally liable for the payment of all the bills or notes circulation. of said corporation which may be in circulation at the time of its becoming insolvent, and may be jointly or severally prosecuted at law or in equity, by any receiver or receivers sign office to that shall or may be appointed, for the payment of any such bills or notes, as if the same were their joint and several bills or notes, executed by them in their individual capacity; and it shall not be lawful for any director of said corporation Shall not re- to resign his office to avoid such liability; and if any direcavoid liability tor shall so attempt to resign his office, he shall be and continue liable the same as if no such resignation had been attempted, and such liability of directors shall continue after they cease to be directors, either by resignation or otherwise, if the said corporation was insolvent when they ceased to be directors, and it shall not be lawful for any director to assign or transfer his stock or other property to avoid such liability, and in case of the payment of any such bills or notes by any of said directors, the other directors who may be liable shall account in the same way as other joint debtors are accountable to each other; provided, that no property that shall or may be levied on or taken in execution under or by virtue of any judgment or decree in favor of any receiver or receivers under the provisions of this act, shall be sold until after the expiration of six months from the date of the judgment or decree. Proviso. assets. Distribution of 14. And be it enacted, That if the assets of the said corporation and the property of said directors shall prove insuffioient to redeem the whole of the said bills and notes, then the amount that shall or may be realized from said assets and property shall be distributed ratably among the holders of said bills and notes. Stockholders liable to re 15. And be it enacted. That the stockholders of the said ceiver for an corporation at the time of its becoming insolvent other than amount suffi said directors, shall be jointly and severally liable to any redeem circula-ceiver or receivers that shall or may be appointed as afore cient to re tion Proviso Actions at law said to an amount sufficient to redeem the said bills and notes after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, that no stockholder other than said directors shall be liable to an amount exceeding the par value of the stock held by him at the time said corporation becomes insolvent, and if that amount shall not be required for the full redemption of said bills and notes, then the said stockholders shall be liable in the ratio of the said stock so held by them, and it shall not be be lawful for any such stockholder to assign or otherwise transfer his stock or other property to avoid such liability. 16. And be it enacted, That in case of an action or suit at law against any director or directors, stockholder or stockholders under any of the preceding sections of this act, the receiver or receivers may declare generally for money had and received; provided, that a schedule shall be annexed to Proviso. the said declaration setting forth that the said action or suit is under and by virtue of the provisions of this act, specifying the aggregate amount claimed, the names of the president and cashier subscribed to the bills or notes declared on and the numbers and denominations thereof. bills issued. 17. And be it enacted, That the bills or notes issued by Amount of said corporation shall not at any time exceed double the amount of its capital stock actually paid in, and if the president or cashier thereof shall knowingly or willfully issue or cause to be issued, bills or notes of said corporation exceeding double the amount of its capital stock actually paid in, such president or cashier shall be deemed guilty of a misdemeanor, and on conviction thereof shall be punished by imprisonment not less than one year nor more than five years, in the discretion of the court. lished. 18. And be it enacted, That it shall be the duty of said Annual statecorporation, on the first Tuesday of January in each and ment pubevery year, after commencing the business of banking, to publish in one of the newspapers printed in said county of Hunterdon, a statement, under oath or affirmation, of the actual condition of said corporation, conforming as nearly as may be with the annual statements now required by law, and shall, within ten days after making such statement, forward a duplicate thereof to the secretary of state, to be by him filed in his office; and if any president or cashier, or any director, shall knowingly and wilfully falsely swear or affirm to any such statement, he shall be deemed guilty of perjury, and be liable to the pains and penalties thereof. 19. And be it enacted, That it shall not be lawful for the Limitation. said corporation to issue any bills or notes or otherwise enter upon the business of banking until an affidavit or affidavits shall have been made and filed in the office of the secretary of state, stating that fifty thousand dollars of the capital stock of said corporation had been subscribed for and paid in, conformable to the provision of this act. 20. And be it enacted, That this act shall go into effect immediately, and continue in force for twenty years, but it shall be lawful for the legislature at any time hereafter to alter, |