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shares of the capital stock in the corporation, which stock shall represent at least $500.00 par value. The persons named in the organization certificate, or such of them, respectively, as shall become holders of at least five shares of such stock, shall constitute the first board of directors, and may add to their number, not exceeding the limit of thirty, and shall severally continue in their office until others shall be elected to fill their respective places. Such election shall be held at the office of the corporation, and at such time and upon such public notice, not less than ten days, by advertisement in at least one newspaper published in the city or county where said office is located. Vacancies occurring in the intervals of elections shall be filled by the board. Each director when appointed or elected shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of the corporation, and will not knowingly violate, nor willingly permit to be violated, any of the provisions of law applicable to such corporation, and that he is the owner in good faith and in his own right of the number of shares of stock required by this section, subscribed by him or standing in his name on the books of the corporation, and that the same is not hypothecated nor in any way pledged as security for any loan or debt.
1912, art. 11, sec. 51. 1910, ch. 219, sec. 50. 1914, ch. 805, sec. 50.
51. Every trust company incorporated under any law or laws of this state, shall possess the powers and be subject to the provisions of this Act, and wherever the words "Articles of association” occur in the provisions of this Act, they shall be construed to include legislative charters and Articles of Incorporation; provided, however, nothing in this Act shall be construed to repeal, modify or affect any special right, privileges or powers conferred upon any trust company heretofore created under any law of this State, by their respective charters, if said companies were organized and doing business prior to April Sth, 1910.
1910, ch. 219, sec. 51. 52. The words "Banking Institution," as used in this Article, shall be held to mean incorporated banks, savings institutions and trust companies, and not apply to or include building and loan associations.
1910, ch. 219, sec. 52.
53. Every bank and trust company shall keep a stock book, which shall at all times during the usual hours for the transaction of business be subject to the inspection of the officers, directors and stockholders of the bank or trust company. Such book shall show the name and number of shares held by each stockholder. A refusal by the officers of such bank or trust company to exhibit such book to any person rightfully demanding inspection thereof shall subject such officer to a forfeiture of fifty dollars, which shall be collected by the Bank Commissioner as a common debt. In all actions, suits and proceedings such book shall be presumptive evidence of the facts therein stated, and at all stockholders' meetings each share of stock skall entitle the owner of record to one vote. A stockholder may vote at any meeting of the stockholders by proxy.
1910, ch. 219, sec. 53.
54. Any bank or trust company may amend its articles of association in any manner not inconsistent with the provisions of law, at any time, by a vote of its stockholders representing two-thirds of the capital stock, such vote to be taken at a meeting called for that purpose Such amendment, certified by the president and cashier, or treasurer, shall be filed as required for articles of incorporation. Unless the required surplus will permit, no increase of capital shall be valid until the amount thereof has been subscribed and actually paid in. No reduction of capital shall be made to a less amount than is required under the provisions of this article for capital, nor be valid nor warrant the cancellation of stock certificates, or diminish the personal liability of stockholders, until such reduction has been approved by the Bank Commissioner. Such approval inust be based upon a finding by him that the remaining assets of the bank or trust company, after such proposed reduction of its capital stock, will be entirely sufficient for the payment of the claims of existing creditors.
1910, ch. 213, sec, 54. 55. A bank or trust company may purchase, hold and convey real estate for the following purposes only:
First-Such as shall be necessary for the convenient transaction of its business, including, with its banking oifices, other apartments in the same building, or on adjoining land, to rent as a source of income.
Second-Such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its business.
Third-Such as it shall purchase at sale on judgments, de. crees or mortgage foreclosures under securities held by it, but a bank shall not bid at such a sale a larger amount than is nec. essary to satisfy its debts and costs.
Fourth-No real estate acquired in the cases contemplated in the second and third subdivisions preceding shall be held for a longer time than ten years, except when an extension is granted by the Bank Commissioner. If such extension be not granted, it must be sold at a private or public sale within one year thereafter. Nothing in this section shall be construed as preventing a bank or trust company from loaning moneys upon real estate security as provided by law. Nothing in this section shall affect the title to or holding by any trust company of any real or leasehold estate now owned by said trust company, and nothnig herein shall affect the rights of trust companies to purchase and hold land or real or leasehold estate as trustee or in other fiduciary capacity.
1910, ch. 219, sec. 55. 56. Every bank and trust company shall make to the Bank Commissioner not less than five reports during each calendar year, at such times as the said Bank ('ommissioner shall require the same, according to the forms which he shall prescribe and furnish. Such forms shall conform as nearly as practicable to that required of national banks, including the schedules.
Such reports shall be signed and verified by the oath or affirmation of either the president, cashier or treasurer of such bank or trust company before a notary public. Such report shall exhibit in detail and under proper heads the resources and liabilities of the bank or trust company at the close of the
business of any past day by the Bank Commissioner specified, and shall be transmitted to said Bank Commissioner within ten days after the receipt of the request from him. Such reports shall be published in a newspaper of the city or village or county where such bank or trust company is located, in such condensed form as may be prescribed by the Bank Commissioner. Proof of said publication shall be furnished to the said Bank Commissioner within fifteen days after the receipt of the aforesaid call. At least once in each year every bank and trust company shall report to the Bank Commissioner on call by him a list of its stockholders, their residences and the amount of stock held by each, which report shall be signed and verified by the oath and affirmation of one of the officers of said bank or trust company. The Bank Commissioner shall also have the power to call for special reports from any bank or trust company whenever, in his judgment, the same is necessary to inform him fully of the condition of the bank or trust company.
1910, ch, 219, sec. 56. 57. Every banking institution failing to make and transmit to the Bank Commissioner any reports or proofs of publication, as required by this Article, shall be subject, at the discretion of the Bank Commissioner, to a forfeiture of fifty ($50) dollars for each day after the time required for making such reports. Whenever any banking institution fails or refuses to pay the forfeiture herein imposed for a failure to make and transmit such report, the Bank Commissioner is hereby authorized to institute proceedings for the recovery of such forfeiture.
1912, art. 11, sec. 58. 1910, ch. 219, p. 57. 1912, ch. 194, sec. 57.
58. Any officer, director or employee of any banking institution who shall wilfully and knowingly subscribe to or make or cause to be made any false statement or false entry in the books of any bank, trust company or savings institution, or shall knowingly subscribe to or exhibit false papers, with the intent to deceive any person or persons authorized to examine into the affairs of said bank, trust company or savings institution, shall be deemed guilty of a felony, and upon conviction thereof shall be punished by a fine of not more than five thousand dollars, or by imprisonment in the State Penitentiary for not more than ten (10) years, or by both fine and imprisonment, in the discretion of the Court, and also any officer, clerk or employee of any institution subject to the provisions of this Act who shall accept a deposit, when said institution is known by him to be insolvent, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be puished by imprisonment in the State Penitentiary for a period of not more than three years.
1910, ch. 219, sec. 58. 59. Any bank, savings institution or trust company heretofore incorporated under any general or special law of this State, and any bank, savings institution or trust company hereafter created under this law, may consolidate with any other bank, savings institution or trust company, respectively, whether heretofore incorporated under any general or special law of this State, or hereafter incorporated under this law; said consolidation to be effected in the same manner as consolidations of corporations are now provided for under the general laws of this State; but no such consolidation shall be made without the consent of the Bank Commissioner, and not then to defeat or defraud any of the creditors of any such institution in the collection of their debts against such institution, or either of them; and a banking institution which is, in good faith, winding up its business for the purpose of consolidating with some other banking institution, may transfer its resources and liabilities to the banking institution with which it is in process of consolidation.
1910, ch. 219, sec. 5.9. 60. Any bank or trust company organized or doing business under the provisions of this Article may go into liquidation by a vote of its stockholders owning two-thirds of the capital stock. Whenever a vote is taken to go into liquidation, it shall be the duty of the board of directors to cause notice of this fact to be certified, under the seal of the bank or trust company, by its president and cashier or treasurer, to the Bank Commissioner, and publication thereof, notifying creditors to present their claims against the bank or trust company for payment, shall be made once in each week for eight consecutive weeks