XX. OF BRANCHES AND AGENCIES. 169. Agencies prohibited. Violation to cause forfeiture of charter. 170. Penalty for establishing agencies by foreign banks. XXI. OF LOANS TO THE COMMONWEALTH, &c. 171. Certain banks to loan one-fifth of their capital to farmers, mechanics, &c.. And one-fifth to the state at five per cent. 172. Loans to the state to be renewed. XXII. OF UNCLAIMED DIVIDENDS AND DEPOSITS. 173. Cashiers to certify lists of unclaimed dividends and deposits. 174. Annual statement of unclaimed dividends to be published. 175. And of unclaimed deposits. 176. Penalty for neglect. Dividends less than five dollars and deposits less than ten dollars, not to be published. 177. When unclaimed dividends and deposits to escheat. May be reclaimed by owners thereof. XXIII. STATE BANKS BECOMING NATIONAL ASSOCIATIONS. 178. Deemed to have surrendered charters. 179. Notice to stockholders. 180. How stock shall be voted. Proxy. 181. Court to ascertain value of shares. 182. Value of fractional shares. Refusing stockholders. 183. How stock may be reduced. 184. Plates and dies to be delivered to quarter sessions. Penalty. 185. Payment of bank tax. 186. Certificate to auditor-general. Charter to be surrendered. 187. Assets to vest in new association. 188. Liabilities not released. XXIV. OF SAVINGS INSTITUTIONS, AND LOAN COMPANIES. 189. Regulation of savings institutions and loan companies. Not to receive more than six per cent interest. Not to pay loans or discounts in certificates payable at a future day. Nor to issue such certificates except for bonâ fide deposits. Penalty for violation of this section. Not to issue certificates of deposit to persons indebted to them. Officers and stockholders to be individually liable therefor, in certain cases. 190. Certain laws to apply to cashiers and treasurers of savings institutions. 191. Act 16 April 1850, § 30, extended to banking, saving fund, trust and insurance companies. 192. Limitation of surplus fund. Division. 193. Limitation of actions for deposits. Unclaimed dividends to be paid into the treasury. Remedy of depositors. 194. Returns of unclaimed dividends. 195. Certificates of stock to be issued. Transfers. XXV. SAVINGS BANKS WITHOUT CAPITAL 196. Formation. 197. What certificate shall contain. 198. To be acknowledged and approved. 200. Letters patent. 201. Notice of application. 202. Corporate powers. Service of process. 203. Trustees and their powers. 204. Extension of time to organize. 205. Purchase and hold real estate. 206. Names, &c., of officers to be furnished to auditor-general. First trustees. 207. Change of location. 208. Trustees and their officers. 209. Powers of trustees. 210. Liability of trustees for losses. 211. Duties as to funds. 212. How office may become vacant. 213. Officers and agents to give bonds. Salaries. 215. In name of minor or married woman. 217. Investment of trust funds. 218. Temporary investment of current receipts. 220. Loans on notes and bills of exchange forbidden. 222. Buildings to be insured. 223. Not to deal or trade in personal property. 225. Annual report. 226. Penalty for failure to report. 228. Violation of charter. 229. Trustees to examine books, &c., once a year. 230. Changing the number of trustees. 231. Compensation. 232. Must be residents of state. 233. Change of name. 234. How solvent bank may close business. 235. Statement of depositors not claiming sums due. Dissolution. 236. Taxation. I. Banking department. P. L. 217. Repealed by A 11 Feb. 1895, P. L. 4, 1. There is hereby established a separate and distinct department, to be known 8 June 1891 § 1. as the banking department, which shall be charged with the execution of the laws of this state in relation to banks and banking companies, trust companies, savings Banking depart institutions, savings banks, provident institutions and every other corporation hav- ment established. Supp. 2522. ing the power and receiving money on deposit, incorporated or which may hereafter become incorporated under the laws of this state, and said department shall be charged with the supervision of said corporations for said purpose. Salary. 2. The chief officer of the banking department shall be denominated the super- Ibid. § 2. intendent of banking. He shall be appointed by the governor, by and with the advice and consent of the senate, and shall hold his office for the term of four Superintendent. How appointed. years and until his successor is duly qualified. He shall receive an annual salary Term. of four thousand dollars, payable quarterly by a warrant drawn by the auditorgeneral on the state treasurer. He shall employ from time to time such clerks, not to exceed three in number, whose annual salary shall not exceed fourteen hundred salaries. dollars each, to discharge such duties as he shall assign them. He shall appoint one of the said clerks to be his deputy, who shall perform the duties attached by law to Deputy. the office of superintendent of banking during the absence or inability of the superintendent. Within fifteen days from the time of the notice of the appointment the superintendent shall take and subscribe the oath of office prescribed by Oath of office. the constitution and file the same in the office of the secretary of the commonwealth, and shall also give to the commonwealth a bond in the penalty of twenty Bond. thousand dollars with one or more securities to be approved by the governor, conditioned for the faithful discharge of the duties of his office; and neither P. L. 217. 8 June 1891 § 2. said superintendent nor his deputy shall be interested as officer, director, trustee, manager or stockholder in any corporation subject to the supervision of this department. Ibid. § 3. Corporation subject to inspection. Ibid. § 4. tendent. 3. Every corporation included within the supervision of the banking department, as set forth in section first of this act, shall be subject to inspection, examination and supervision by the superintendent of banking. 4. It shall be the duty of the superintendent of banking, at least once in each year, and as often as he shall deem proper, to examine or cause to be examined Duties of superin- the books, papers and affairs of each and every corporation subject to supervision as aforesaid; and the said superintendent may, in his discretion, at any time designate a competent person or persons to make such examinations. Any person so designated shall examine fully into the books, papers and affairs of the corporation which he has been designated to examine, and report to the superintendent the result of such examination. Examiners. Ibid. Expenses of ex- Ibid. Examiner to be sworn. False swearing perjury. Ibid. § 5. Four reports each year. Verification. Report. Advertisement. Proof of publication. Ibid. Superintendent to 5. In order to pay the expenses of such examinations, each corporation subject to the supervision of the banking department shall annually, at the time of paying their state taxes, pay into the treasury of the state the following amounts in addition to any taxes or fees imposed by law upon such corporations, that is to say, those having a capital of one hundred thousand dollars or less shall pay the sum of twenty dollars; those having a capital of over one hundred thousand dollars shall pay an additional sum of five dollars for each additional one hundred thousand dollars, or fraction thereof, of capital over and above one hundred thousand dollars, and all such corporations shall also pay the sum of two cents for each one thousand dollars of assets which it may have. No person so designated as an examiner shall examine the affairs of any corporation of which he is an officer, manager or stockholder, or to which he is debtor. 6. A person so designated as an examiner shall be sworn to perform the duties of his appointment with fidelity, which oath shall be signed by him and filed in the office of the superintendent. And he shall have authority to examine, on oath, any officer, director, trustee, manager, agent or employé of any corporation, the books, papers and affairs of which he has been designated to examine, and any wilful false swearing in any such examination shall be perjury. 7. Every corporation subject to the supervision of the banking department as herein before provided, shall make, to the superintendent of banking, not less than four reports of condition during each year, according to the form and in the manner prescribed by the said superintendent, which reports shall be verified by the oath or affirmation of the president, cashier or treasurer or other managing officer of such corporation and attested as correct by the signatures of at least three of the directors, trustees or other managers of such corporation. Each such report of condition shall exhibit in detail, and under appropriate heads, the resources and liabilities of the corporation at the close of business on any past day, by the said superintendent specified, and shall set forth such analyses of subjects and such other information as the said superintendent shall desire and require; such reports of condition shall be transmitted to the superintendent within five days after the receipt of a request or requisition therefor from him, and in such form as shall be directed by the superintendent, shall be published by such corporation in a newspaper published in the place where such corporation is located, at least three times, and if there is no newspaper published in such place, then in the newspaper published nearest thereto in the same county, and such proof of such publication shall be furnished to the said superintendent by such corporation as said superintendent shall require. 8. In case any such corporation shall fail to transmit such report as aforesaid within the period aforesaid, or furnish such proofs of publication, the superinmake examination tendent shall forthwith make, or cause to be made, an examination of the books, papers and affairs of such corporation. if report is not made. Ibid. Superintendent may call for special reports. Ibid. § 6. When report shows capital be low the amount required by law, &c. Superintendent shall require deficiency to be made good. Shall examine books, &c. 9. The superintendent of banking shall also have power to call for special reports from any such corporation, whenever in his judgment the same may be necessary to a full and complete knowledge of its condition. The reports of condition provided for and required in this section shall be in lieu of all reports for similar purposes heretofore required by law to be made by such corporation to any state officer. 10. Whenever it shall appear, from any report of the condition of any corpora tion made as hereinbefore provided, to the superintendent of banking, or the said superintendent shall have reason to believe that the capital of any such corporation is reduced by impairment or otherwise, below the amount required by law or the articles of incorporation, or below the amount certified to the proper authorities as paid in, it shall be the duty of the superintendent, and he shall have power to require such corporation, under his hand and seal of office, to make good the deficiency so appearing, and to give effect to such requisition, he shall have power to examine, or cause to be examined, any such corporation books, papers and affairs to ascertain whether such reduction or impairment of capital has been made good in compliance with his requisition, and if any such corporation shall neglect or refuse, for sixty days after such requisition has been made, to make good the P. L. 217. reduction or impairment of capital existing, it shall be the duty of the superin- 8 June 1891 § 6. tendent to communicate the facts to the attorney-general, whose duty it shall then become to apply to the supreme court, or any court of common pleas of the county Notice to attor wherein the corporation is situated in this commonwealth, or in vacation to any of ney-general. the judges thereof for an order requiring said corporation to show cause why their Rule to show business should not be closed: and the court or judge, as the case may be, shall cause. thereupon hear the allegation and proofs of the respective parties, or appoint some suitable person as examiner to perform such duty and report upon the facts to said Duty of the court. court or judge. 11. If it appear to the satisfaction of the said court or judge that such corpora Ibid. tion has neglected or refused to comply with such requisition, and that such capital when court shall stock is reduced and impaired, and that such corporation is insolvent, or that the decree dissolution. interests of the public so require, the said court or judge shall decree a dissolution of such corporation and a distribution of its effects, or shall make such other orders, from time to time, in the matter, as the interests of the parties and the public may require. But in case it shall appear to said court or judge that said When corporation corporation has complied with the provisions of this act and that it is not insol- may continue vent, a decree shall be entered annulling the act of the superintendent in the premises and authorizing such corporation to continue business: Provided, That nothing in this act shall prohibit such corporation from reducing its capital to Capital may be remeet such reduction or impairment; And provided further, That the capital stock duced. shall not be reduced to an amount less than that required by law regulating such corporations. business. shall direct dis trust. 12. Whenever it shall appear to the superintendent of banking, from any report Ibid. § 7. of condition of any corporation not having any capital stock and doing business Corporation withexclusively for the benefit of depositors, or from any examination made by him, or out capital stock. from the report of any examination made to him of the condition of the affairs of such corporation, that any such corporation has committed any violation of its Superintendent charter or law, or is conducting its business and affairs in an unsafe or unauthorized continuance of manner, he shall, by an order under his hand and seal of office, direct the discon- illegal or unsafe practice. tinuance of such illegal and unsafe or unauthorized practice and direct strict conformity with the requirements of the law and with safety and security in its transactions; and whenever any such corporation shall refuse or neglect to comply Refusal of corporawith any such order as aforesaid, or whenever it shall appear to the superintendent tion to comply. that it is unsafe or inexpedient for any such corporation to continue to transact If trustee or officer business, or that any trustee or officer of any such corporation has abused his trust shall abuse his or been guilty of misconduct or malversation in his official position, injurious to the corporation or to its depositors, he shall communicate the facts to the attorney- Notice to attorneygeneral, who shall thereupon institute such proceedings as the nature of the case general. may require. The proceedings instituted by the attorney-general may be by quo Quo warranto. warranto in the courts of the county where the corporation is situated for the removal of one or more of the trustees or managers and the substitution of others, or for the transfer of the corporate powers to other persons, or for the withdrawal of corporate powers, or the consolidation and merger of the corporation with any other corporation of similar character that may be willing to accept of the trust, or for such other and further relief or correction as the particular facts communicated to him shall seem to require; and the court before which such proceedings shall be insti- Court may make tuted, shall have power to grant such orders, and in its discretion from time to order. time modify or revoke the same and to grant such relief and render such judgment as the facts or evidence in the case, and the situation of the parties and the interests involved, shall seem to require; or if it shall appear to the said judge or court May decree disthat the interests of the public so require, the said judge or court shall decree a dissolution of such corporation and a distribution of its effects. solution. Ibid. § 8. If corporations shall refuse to submit its books. Or to be examined 13. In case any corporation shall refuse to submit its books, papers and affairs to the inspection of the said superintendent or of any examiner designated as aforesaid, or the officers thereof shall refuse to submit to be examined upon oath, touching the affairs of such corporation, or if such corporation shall be found to on oath. have violated any law of this state binding upon such corporation, the superin- Or shall have viotendent may refer the same to the attorney-general, whose duty it shall then lated any law of become to institute for such causes similar proceedings against such corporation, as are authorized by the preceding action. 14. If from any examination of the papers, books and affairs of any corporation, the said superintendent shall have reason to conclude that such corporation is in an unsound and unsafe condition to do business, the superintendent may, with the consent and approval of the auditor-general, forthwith take possession of such corporation's property and business and retain such possession pending proceedings instituted or to be instituted by the attorney-general as aforesaid. the state. Attorney-general shall institute proceedings. Ibid. § 9. When superintendent may take possession of busi ness and property. Ibid. § 10. 15. All requirements of law providing for supervision and regulation heretofore incumbent upon corporations, now included, by virtue of this act, under the super- Duties of auditorvision of the banking department, to be done and performed to the auditor-general, general transsave requirements imposed by law for the purposes of taxation, shall hereafter be ferred. done and performed to the superintendent of banking, subject to the modifications herein provided. And all powers, duties, rights and privileges, heretofore incum P. L. 217. 8 June 1891, § 10. bent upon and belonging to the auditor-general by virtue of the laws of this state regulating the business and for the supervision of the conduct of such corporations, are hereby transferred to and made incumbent upon the superintendent of banking. Ibid. § 11. No visitorial 16. No corporation subject to the supervision of the banking department, shall powers other than be subject to any visitorial powers other than such as are authorized by this act or are invested by law in the courts of this commonwealth. authorized by this act. Ibid. § 12. Superintendent's annual report to the governor. Ibid. § 13. Seal of office. Ibid. § 14. Books, &c., of auditor-general transferred to banking department. Ibid. § 15. Offices. Ibid. § 16. 17. The superintendent shall make an annual report to the governor (or a report to the legislature at the commencement of its regular sessions) setting forth: First. A summary of the state and condition of every corporation from which reports have been received during the preceding year, with such other information in relation to said corporations as in his judgment may be useful. Second. A statement of the corporations under the supervision of the banking department whose business has been closed during the year, with such information relating thereto as he may deem useful. Third. Suggestions of amendments to the laws relative to the corporations under the supervision of his department by which the laws may be improved and the security of creditors and depositors may be increased. Fourth. The names and compensation of the clerks employed by him and the whole amount of the expenses of the banking department during the year. 18. The seal devised by the superintendent of banking for his office, and approved by the governor, shall continue to be the seal of office of the superintendent of banking and may be renewed when necessary. A description of the seal with an impression thereof and a certificate of approval of the governor, shall be filed in the office of the secretary of the commonwealth. 19. All books, papers, records and securities whatever, in the office of the auditor-general, relating to the business of the corporation subject to the control of the department, shall, on demand, be delivered and transferred to the superintendent of the banking department and be and remain in his charge and custody. 20. There shall be assigned to the said superintendent by the commissioners of public buildings and grounds, a suitable room or rooms for conducting the business of said department, and the superintendent shall, from time to time, with the approval of the commissioners aforesaid, procure the necessary furniture, stationery, and other proper conveniences for the transaction of the said business, the expenses of which shall be paid on the certificate of the superintendent and the warrant of the auditor-general. 21. All laws or parts of laws inconsistent herewith or supplied hereby are hereby Repealing clause. repealed. 1 June 1839 § 1. P. L. 235. How notice of application to be given. 26 Jan. 1849 § 1. P. L. 21. Information elicited by committees on banks to be recorded. Ibid. § 2. II. Of the application for the charter.(b) 22. Whenever any citizen, or association of citizens, of this commonwealth, intend to make application to the legislature for the creation, renewal or extension of any corporate body with banking or discounting privileges, it shall be their duty to cause a notice of such intended application to be advertised in two newspapers printed in the county in which such corporate body is, or is intended to be located, at least once a week in each paper for six months(c) before the meeting of the then next legislature, and also in one paper printed in the borough of Harrisburg; and the notice of such application shall specify the name and style, or the intended name and style, the location or intended location, the specific object for which created, and the amount of capital, or intended amount of capital, of such corporate body, and in the case of the renewal or extension of any such corporate body, such notice shall also specify the amount of increase of capital, or extension of privileges, if any be intended. Provided, That if there be only one paper printed in the county in which such corporate body is, or is intended to be located, the publication of such notice in one paper shall be deemed sufficient, but if there be no paper printed in such county, then the notice shall be given in a paper published in one of the nearest adjoining counties, and by at least one written or printed advertisement, put up in some public place in each township, in the county in which the corporate body is, or is intended to be located. 23. All the facts and information which may be elicited by any examination which may be instituted by the committee on banks, of either the senate or house of representatives, into the affairs of such banks or savings institutions as shall apply to the legislature for a recharter, or extension, or restoration of capital, shall be recorded in the form of interrogatories and answers, on the journal, by the clerk of the senate or house of representatives, as the case may be. 24. If any officer of a bank or savings institution, appearing before the committee on banks, of either the senate or house of representatives, or before any false swearing be- justice of the peace, or other person authorized by law to administer oaths, shall wilfully swear falsely to any interrogatories propounded by the committee on any Punishment for fore committee. (b) See 8 Sm. 494. (c) Constitution, Art. XVI. § 11. P. L. 21. banks, or shall, after having been sworn or affirmed by the chairman, or any 26 Jan. 1849 § 2. member thereof, to make true answers to the questions asked him, wilfully state anything that is false respecting the condition, resources or liabilities of such institutions, or shall wilfully misrepresent any fact concerning their organization, indebtedness, means, or the administration of their affairs, he shall be deemed guilty of perjury, and be subject to prosecution and punishment therefor. 25. No fees or expenses shall be allowed to any president, cashier or other officer appearing as a witness before either of the committee as aforesaid. Ibid. § 3. 16 April 1850 § 1. P. L. 477. 26. Every banking corporation hereafter created by any special act of the general assembly, and every bank hereafter rechartered, or the charter of which shall All banks hereafter be hereafter extended or renewed by any such act of assembly, shall be subject to chartered, or to be the provisions of this act. subject to revised 27. The legislature reserves the power to alter, revoke or annul the charters of all such banks, whenever, in their opinion, it may be necessary for the public Bank charters may welfare; in such manner, however, that no injustice be done to the corporators. III. Of subscriptions to the capital stock. be altered or annulled. P. L. 478. how taken. 28. Whenever a special act of the general assembly shall be passed creating a new 16 April 1850 § 2. bank, the capital stock of such bank shall be divided into shares of fifty dollars; (d) and the commissioners named in such act, or a majority of them, shall have power Division of capital to open books for receiving subscriptions to the capital stock of such bank, at such stock. times and places as they may deem expedient, notice of which shall be given by publication for three weeks, in one or more newspapers published in the county where the books of subscription are intended to be opened; two or more of the Subscriptions, commissioners shall attend at the time and place appointed in such notice, and shall permit all persons competent to enter into a contract, to subscribe to the capital stock of such bank; such subscription shall be made payable to the president and directors of the bank; the books shall be kept open for four hours in every judicial day, for six days, if six days shall be necessary; and on the first of said days, any person competent by this act, may subscribe in his own name, or in the name of any other person competent as aforesaid, by whom he shall be authorized, for one or two shares; and on the second day, for any number not exceeding four shares; and on the third day, for any number of shares not exceeding six; on the fourth day, for any number not exceeding eight; and on the fifth, or any succeeding day, for any number of shares not exceeding two hundred, including such shares as shall have been subscribed on the previous days; if at the end of the six days the whole number of shares authorized by the special act be not subscribed, the commissioners may adjourn from time to time, and from place to place, until the whole number of shares shall be subscribed.(e) Ibid. § 3. 29. All persons offering to subscribe, shall first pay to the attending commissioners the sum of five dollars on each share to be subscribed, out of which shall be defrayed the expenses of taking the subscription and other incidental charges, and Payment on each the residue shall be paid over by the commissioners to the president and directors of such bank, as soon as the same shall be organized. share subscribed. Ibid. § 4. commissioners to be supplied. Ibid. § 5. 30. Should any or all of the commissioners named in such special act die, or neglect or refuse to act, the court of common pleas of the county in which the bank is to be located, may, on application, appoint other commissioners to supply their How vacancies in places. 31. The payment of the shares of the capital stock shall be made in gold, silver or notes of specie-paying banks of this commonwealth, at the times and in the manner following, to wit: five dollars on each share to the commissioners at the time and how made. of subscribing, and twenty dollars on each share within sixty days thereafter; the residue to be paid in such instalments as by the by-laws of the corporation shall be directed. Payments, when P. L. 133. Reduction of 32. The capital stock of any banking corporation created by the laws of this 11 June 1879 § 1. commonwealth, may be decreased, from time to time, by the consent of the persons or bodies corporate holding the larger amount in value of the stock of such company: Provided, That no diminution of the capital stock of any company under this act, shall affect or destroy the liabilities of stockholders for the indebtedness of corporations where they are now liable under existing laws. capital stock. Not to affect liabilities of stockholders. Ibid. § 2. called. 33. Any banking corporation desirous of decreasing its capital stock as provided by this act, shall, by a resolution of its board of directors, call a meeting of its Meeting of stockstockholders therefor, which meeting shall be held at its chief office or place of busi- holders, to be ness in this commonwealth; and notice of the time, place and object of such meet- Notice. ing, shall be published once a week for sixty days prior to such meeting, in at least two newspapers published in the county, city or borough where such office or place of business is situated. 31. At the meeting called pursuant to the second section of this act, the stockholders present at said meeting shall vote for or against such decrease; said elec (d) See infra 42. Ibid. § 3. (e) See Reese v. Bank of Montgomery County, 31 P. S. 78. Curry v. Scott, 54 Ibid. 270. |