[House Bill No. 833.] AN ACT Relating to the organization of banks and the inspection thereof. SECTION I. That any number of persons, not less than SECTION 2. Such persons shall subscribe and acknowledge before an officer authorized to take acknowledgments incorpora of. of deeds, articles of incorporation, the form of which shall Articles of b. The city, village, or township where its principal Purpose C. The purpose for which it is formed, whether that of a commercial bank, savings bank, safe deposit company, trust clause. company, or a combination of any two or more, or all, of said classes of business; amount of. d. The amount of its capital, which shall be divided into Capital. shares of one hundred dollars each; but the capital stock of a commercial bank shall not be less than twenty-five thousand dollars; of a savings bank, not less than twentyfive thousand dollars; of a commercial bank and savings bank, not less than twenty-five thousand dollars; of a safe deposit company, not less than twenty-five thousand dollars; of a commercial bank and safe deposit company, not less than twenty-five thousand dollars; of a savings bank, commercial bank and safe deposit company, not less than fifty thousand dollars; of a trust company, not less than one hundred thousand dollars; of a trust company and safe deposit company, not less than one hundred thousand dollars; of a trust company and savings bank, not less than one hundred thousand dollars; of a trust company, savings bank and safe deposit company, not less than one hundred and twenty-five thousand dollars; and of a trust company, savings bank, commercial bank and safe deposit company, not less than one hundred and twenty-five thousand dollars. SECTION 3. The official character of the officer before whom the acknowledgment of articles of incorporation is made, shall be certified by the clerk of the court of common Certificate of pleas of the county in which the acknowledgment is taken, and the articles shall be filed in the office of the secretary of state. The secretary of state shall, if the same are in con clerk of courts. ་ formity to law, record the same, and furnish one certified copy thereof to the incorporators of such corporation, and another certified copy to the superintendent of banks, to be nished by sec- by him filed in his office. The secretary of state, however, Certified copies fur retary of state. Name, duty of secretary of state as to. shall not in any case file or record any articles of incorporation in which the name of the corporation is such as is likely to mislead the public as to the character or purpose of the business authorized by its charter, or is the same as one already adopted or appropriated by an existing corporation of this state, or so similar to the name of such existing corporation as to be likely to mislead the public, unless the place of business of said company is to be located in a county other than the one. in which the corporation bearing such similar name is then doing business, and the corporation so case of, loca- adopting such name shall add thereto the words "of...... (indicating thereby the name of the city, village or township in which its principal place of business is situated.) Similar names, in tion to be a part of name. Articles, certified copy of, prima facie evidence. Powers. enumeration of. Regulations, how adopted or changed. Opening of books for subscription. A copy of such articles of incorporation, duly certified by the secretary of state, shall be prima facie evidence of the existence of such corporation; and all certificates thereafter filed in the office of the secretary of state relating to such corporation shall be recorded. SECTION 4. Upon such filing of the articles of incorporation, the persons who subscribe the same, their associates, successors, and assigns, by the name designated therein, shall become a body corporate with succession, and, as such, shall have power: a. To adopt and use a corporate seal, and to alter the same at pleasure. b. To contract and be contracted with; C. To sue and be sued; d. To adopt regulations for the government of the corporation, not inconsistent with the constitution and laws of this state; e. To do all needful acts, to carry into effect the objects for which it was created. The regulations of the corporations may be adopted or changed by the assent thereto, in writing, of two-thirds of the stockholders, in number and amount or by a majority of the stockholders, in number and amount, at a meeting held for that purpose, notice of which has been given for that purpose by the president or secretary or any two directors personally or by written notice to each stockholder, or by publication, for thirty days, in some newspaper of general circulation in the county in which the corporation is located. SECTION 5. The persons named in the articles of incorporation of any such company, or a majority of them, shall order books to be opened for subscription to the capital stock of the company in the manner provided for other corporations. An installment of ten per cent. on each share of stock shall be payable at the time of making the subscription, and an installment of forty per cent. on each share of stock shall be payable as soon thereafter as may be required by the board of directors, the remaining fifty per cent. being payable in the manner required by section 11 of this act. subscription, SECTION 6. As soon as ten per cent. of the capital stock of such corporation has been subscribed, and paid in, the subscribers of the articles of incorporation, or a majority of them, shall so certify in writing to the secretary of state, Certificate of and thereupon give notice to the stockholders, in the manner when issued. provided for other corporations, to meet for the purpose of choosing not less than five, nor more than thirty directors, who shall continue in office until the time fixed for the annual election, and until their successors are elected and qualified; provided, that in case all subscribers are present in person or by proxy, such notice may be waived in writing. SECTION 7. At the time and place appointed, directors Directors. shall be chosen in the manner provided for other corpora tions. SECTION 8. Unless the regulations of the corporation otherwise provide, an annual election for directors shall be Annual elecheld on the second Wednesday of January of each year; if tion. directors are, for any cause, not elected at the annual meeting, or other meeting called for that purpose, they may be chosen in a manner provided for other corporations. SECTION 9. In all other respects, such corporation shall be created, organized, governed and conducted in the manner provided by law for other corporations in so far as the same is not inconsistent with the provisions of this act. SECTION IO. No such corporation shall transact any business except such as is incidental and necessarily preliminary to its organization, until it has been authorized by the Authorizasuperintendent of banks. tion of superintendent of banks. stallments. SECTION II. The entire capital stock of such corporation shall be subscribed, and at least fifty per cent. thereof paid in before it shall be authorized to commence business, and the remainder of the capital stock of such corporation shall be paid in in monthly installments of at least ten per Monthly incentum each on the whole amount of the capital, payable at the end of each succeeding month from the time it shall be authorized by the superintendent of banks to commence business; and the payment of each installment shall be certified Installment under oath to the superintendent of banks by the president, certificate. secretary, treasurer or cashier of such corporation. failure to pay. SECTION 12. Whenever any stockholder or his assigns fails to pay any installment on his stock, when the same is Installment. required by the preceding section to be paid or for thirty days thereafter the directors for such company may sell the stock of such delinquent stockholder at public sale for not less than the amount due thereon, including costs incurred, to the person who will pay the highest price therefor, having first given the delinquent stockholder twenty days' notice of such sale personally or if no personal notification can be given them, then by mail at his last known address as appears from the record of the corporation, and having advertised the same for a like period in a paper of general Receiver, application for by superintendent of banks. Examination by superintendent of banks. Certificate of superintendent of banks. Publication of certificate. circulation within the county in which said corporation is located. If no bidder can be found who will pay for such stock the amount due thereon, with costs incurred, such stock shall be sold as the directors may order, within six months for not less than the amount then due thereon with all costs of sale. SECTION 13. Upon any sale of stock, any surplus over the amount due thereon to such corporation, with interest and costs incurred, shall be paid over to the original stockholder, or his assigns. SECTION 14. If the cancellation of the stock of any delinquent holder shall reduce the capital of the corporation below the minimum required by law, the capital of such corporation shall be increased by additional subscriptions, to the minimum required by law, within sixty days from the date of such cancellation; in default of which, a receiver may be applied for by the superintendent of banks, with the advice and consent of the attorney general, to close up the business of such corporation. SECTION 15. Whenever a certificate is transmitted to the superintendent of banks, signed by the president, secretary or treasurer of such corporation, notifying him that the entire capital stock of such corporation has been subscribed, and that fifty per cent. thereof has been duly paid in, and that such corporation has complied with all the provisions of this act required to be done before it shall be authorized to commence business, the superintendent of banks shall examine into the affairs of such corporation, ascertain especially the amount of money paid in on account of its capital, the name and place of residence of each director, the amount of capital stock of which each is the owner in good faith, and, whether such corporation has complied with all the provisions of law required to entitle it to engage in busi SECTION 16. If upon such examination the superintendent of banks finds that such corporation is lawfully entitled to commence business, he shall give to such corporation a certificate under his hand and official seal that it has complied with all the provisions required by law, and is authorized to commence business; but the superintendent of banks, with the advice and consent of the attorney general, may withhold such certificate whenever he has reason to believe that the stockholders have formed such corporation for any other purpose than the legitimate business contemplated by this act. SECTION 17. The corporation shall cause the certificate authorizing it to commence business to be published in some newspaper printed in the city, village or county where the corporation is located, once a week for four successive weeks, or, if no newspaper is published in such county, then in a newspaper published at the nearest county seat. SECTION 18. Hereafter, all corporations incorporated as commercial banks, savings banks, savings societies, soci eties for savings, savings and loan associations, safe deposit companies, trust companies, and savings and trust companies, or a corporation having departments for two or more, or all of said classes of business, shall be incorporated and. organized with a capital stock, and under the provisions of this act; and the secretary of state shall not file or record any article of incorporation for any such corporation, unless in accordance with this act. Secretary of state, duty of, as to filing articles. SECTION 19. The shares of stock of such corporation. shall be deemed personal property, and shall be transferred Stock, transon the books of the corporation in such manner as the regulations and by-laws of such corporation may direct. fer of. capital stock. SECTION 20. Any corporation doing business under the provisions of this act may increase its capital stock as pro- Increase of vided for other corporations, and in case of such increase, the board of directors shall first offer such additional stock pro rata to all stockholders of record, at such price, not less than par, as they may deem best for the interest of such corporation. Any shares still remaining unsold may then be sold to any person or persons on the same or better terms. capital stock. SECTION 21. Any such corporation may reduce the Reduction of amount of its capital stock in the manner provided for other corporations, provided however, that notice of such reduction shall be published in a newspaper of general circulation in the city, village or county, in which such corporation is doing business, but no reduction shall be made to an amount less than the minimum required for the amount of capital stock for such corporation, nor shall any such reduction be valid or warrant the cancellation of stock certificates until such reduction has been approved by the superintendent of banks; and no such approval shall be given except upon a finding by such superintendent that the security of existing creditors of such corporation will not be impaired. SECTION 22. The corporate powers, business and property of all corporations formed under this act must be exercised, conducted and controlled by the board of directors, which shall meet at least once each month. Such board shall consist of not less than five nor more than thirty directors, who shall be chosen by the stockholders, and hold office for one year and until their successors are elected and qualified. SECTION 23. The board of directors may appoint an executive committee to consist of at least three of its members, with such duties and powers as are defined by the regulations or by-laws and who shall serve until their successors are appointed. Such executive committee shall meet as often as may be required by the board of directors, which shall be not less frequently than once each month, and approve or disapprove all loans and investments and all loans and investments shall be made under such rules and regulations as shall be prescribed by the board of directors. Minutes shall be kept of the meetings of such executive committee, including records of loans and investments, to be submitted to the board of directors for approval at each 18-G. & L. A. Board of dimonthly meeting of. rectors, committee, duties and Executive powers of. |