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1910, ch. 219, sec. 21. 21. The persons associating to establish a bank under this Article shall make, sign and acknowledge written articles of incorporation, containing:
First. A declaration that they associate for the purpose of forming a banking corporation under this Article.
Second. The name of such bank. This name shall be in no material respect similar to the name of any other bank in the same county or city.
Third. The particular village, town or city and county where such bank is to be located.
Fourth. The amount of capital stock, which shall be divided into shares of not less than ten dollars.
Fifth. The period for which such bank is organized, not ex: ceeding forty years.
1910, ch. 219, sec. 17. 1914, ch. 805, sec. 22. 22. The articles of incorporation shall be executed in triplicate by the persons joining therein, before any officer authorized to take acknowledgments, and then approved in writing by the Bank Commissioner, who shall have power to require such changes as he may deem necessary before he approves them, and shall then be submitted to one of the judges of the Judicial Circuit in which the bank is to be located, in order that he may determine whether said articles are framed in accordance with existing laws. One copy shall then be filed for record in the office of the Clerk of the Circuit Court in the county in which the bank is to be located, or in the office of the Clerk of the Superior Court of Baltimore City, when to be located in said city, and one copy shall be filed with the Bank Commissioner, who shall issue his certificate therefor, and one copy shall be filed with the State Tax Commissioner. The corporation so formed shall have no legal existence until all copies of the articles of association have been filed for record, as herein directed. The fee for filing such articles of incorporation with the Bank Commissioner shall be ten ($10.00) dollars, and for filing amendments to the articles of incorporation, five ($5.00) dollars, all such fees to be collected by the Bank Commissioner.
1910, ch. 219, sec. 23. 23. Upon making and filing of the articles of incorporation, and upon the payment of the bonus and other taxes required by the laws of this State, the bank shall become a body corporate, and as such shall have the following powers:
First. To make all contracts necessary and proper to effect its purpose and conduct its business.
Second. To sue and be sued, to appear and defend in all actions and proceedings under its corporate name to the same extent as a natural person.
Third. To have a common seal and to alter the same at pleas
Fourth. To elect or appoint all necessary officers, agents and servants, define their duties and obligations, fix their compensation, dismiss them, fill vacancies and require bonds.
Fifth. To make, amend and repeal by-laws and regulations, not inconsistent with law or its articles of organization, for its own government, for the orderly conduct of its affairs and the management of its property, for determining the manner of calling and conducting its meetings, the tenure of office of its several officers, and such other matters as shall be necessary or convenient for the accomplishment of its purpose.
Sirth. To exercise, by its directors, duly authorized officers oi agents, all such powers as shall be usual in carrying on the business of banking; by buying, discounting and negotiating promissory notes, bonds, drafts, bills of exchange, foreign and domestic, and other evidences of debt; by receiving deposits of inoney upon which interest may be paid; liy buying and selling coin and bullion, and by buying and selling exchange, foreign and domestic; issuing letters of credit, and by loaning money on personal or real security, as provided hereinafter.
1910, ch. 219, sec. 21.
24. The subscriptions to the original stock and the direction of the affairs of the corporation prior to the election of directors shall be in conformity with the statutes of the State, relating to corporations regulating such matters, so far as applicable.
1910, ch, 219, sec. 23. 1914, ch. S05, sec. 23. 25. Whenever articles of incorporation are filed with the Bank Commissioner, as herein provided, and the bank transmitting the same notifies the Bank Commissioner that its necessary or required capital has been duly paid in, in cash, and that such bank has complied with all the provisions of this Act required, before the bank shall be authorized to commence business the Bank Commissioner shall examine into the condition of such bank, ascertain whether or not the capital to the extent of at least one-half has been paid in, the name and place of residence of each of its directors, and whether such bank has complied with all the provisions of law required to entitle it to engage in the business of banking. If, upon such examination, it appears that such bank is lawfully entitled to commence business, the Bank Commissioner shall forthwith give to such bank a certificate, under his hand and official seal, that such bank is authorized to commence business. If the Bank Commissioner has reason to believe that the stockholders have formed the same for any other than the legitimate business contemplated by this Act, he may, with the advice and consent of the Governor, withhold the certificate herein mentioned.
1910, ch, 219, sec. 26. 26. The affairs of the bank shall be managed by a board of not less than five directors, a majority of whom shall be residents of Maryland, and shall be elected by the stockholders and hold office for one year, and until their successors have been elected and have qualified. A majority of the board of directors shall constitute a quorum for the transaction of business. In the first instance the directors shall be elected at a meeting held before the bank is authorized to commence business by the Bank Commissioner, and afterwards at the annual meeting of the stockholders to be held during the month of January; and if, for any reason, an election is not had at that meeting, it may be held at a subsequent meeting called for that purpose, of which due notice shall be given as provided in the by-laws of such bank. Every director shall take and subscribe an oath that he will diligently and honestly perform the duties of such office, and will not knowingly violate or permit a violation of any provision of this Article; that he is the owner in good faith oï unencumbered stock in the bank, standing in his name on the books of the bank. Any vacancy in the board of directors shall be filled by the board, and the directors so appointed shall hold office until the next election. The officers of the bank shall be elected by the board of directors and hold their offices for one year and until their successors have been elected and qualified, unless sooner removed by the board of directors. The president and directors of a bank for the time being shall give three weeks' public notice in at least two daily newspapers published in the City of Baltimore, if the corporation be located in the City of Baltimore, or in at least one or more newspapers published in the county, if there be two newspapers published in the county where the corporation may be located, if not located in the said city, of the annual meeting of the stockholders.
1910, ch. 219, sec. 27. 27. Any bank organized under this Article may reorganize under the laws of the United States as a national bank. As soon as such bank shall have obtained the certificate from the Comptroller of the Currency, authorizing it to commence business under the United States Banking Law, such reorganized bank shall take and hold all of the assets, real and personal, of such bank organized under this article, subject to all liabilities existing against such bank organized under this article at the time of such reorganization, and shall immediately notify the Bank Commissioner of such reorganization and transfer.
1910, ch. 219, sec. 28. 28. Any national bank authorized to dissolve, and which shall have taken the necessary steps, to effect dissolution, may reorganize under this Article, upon the consent in writing of the owners of two-thirds of the capital stock of such bank, and with the approval of the Bank Commissioner. Such stockholders shall make, execute and acknowledge articles of organization as required by this article, and shall set forth the said written consent of such stockholders. Upon the filing of said articles as provided by this Article, and upon the approval of the Bank Commissioner, such bank shall be deemed to be reorganized under this Article, and thereupon all assets, real and personal, of such dissolved national bank shall be vested in and be and become the property of such reorganized bank, subject to all liabilities of such national bank not liquidated before such reorganization.
1910, ch. 219, sec. 29. 29. In the event that the Congress of the United States shall hereafter remove the tax on bank circulation or provide for the establishment of circulation of banks organized under State laws, any bank organized or doing business under this Article shall have the power to issue circulating notes or currency in accordance with any such act of Congress or under such regulations as the Bank Commissioner of this State shall prescribe. The provisions of this section shall not be construed to permit any savings institution or any loan and trust company, or any other than a corporation doing a strictly banking business to issue circulation notes.
1910, ch. 219, sec. 29A, 30. Nothing in this article shall prevent State banks from conducting a savings department.
1910, ch. 219, sec. 30. 31. An association for carrying on the business of savings banking may be formed by any number of persons not less than fifteen, citizens of the United States, and a majority of them citizens of this State, who shall enter into articles of association which shall specify the object for which the association is formed, and shall state: The name by which the savings institution is to be known, the village, town or city and county where such institution is to be located, the names and residences of the members thereof, the date on which it is proposed to commence operations, the number of directors proposed to manage the association's affairs, which shall be not less than five, who must be members of the association, and the names and residences of the directors who shall serve the first year. The articles of association shall be executed in duplicate by the persons joining therein, before an officer authorized to take acknowledgments, after they have been approved, in writing, by