Obrázky stránek
PDF
ePub

corporation, and entry of the transfer of the stock to the corporation shall be made on the books thereof. While the stock remains the property of the corporation it is not assessable nor shall any dividends be declared thereon, but all assessments and dividends shall be apportioned upon the stock held by the stockholders of the corporation. [C. L. § 2387.

368. Id. Effect. All purchases of its own stock by the corporation vest the legal title to the same in the corporation; and the stock so purchased is held subject to the control of the stockholders, who may make such disposition of the same as they deem fit, in accordance with the by-laws' of the corporation or vote of the majority of all the remaining shares. [C. L. § 2388*.

369. Extension of time. The dates fixed in any notice of assessment or notice of delinquent sale, published according to the provisions hereof, may be extended from time to time by order of the directors entered on the records of the corporation for any period or periods aggregating not more than six months; but no order extending the time for the performance of any act specified in any notice shall be effectual unless notice of such extension or postponement is appended to and published with the notice to which the order relates. [C. L. § 2389*.

370. Errors and omissions. No assessment is invalidated by a failure to make publication of the notices herein provided for, nor by the non-performance of any act required in order to enforce payment of the same; but in case of any substantial error or omission in the course of proceedings for collection, all previous proceedings, except the levying of the assessment, are void, and publication must be begun anew. [C. L. § 2390.

371. Actions to recover stock sold irregularly. No action shall be sustained to recover stock sold for delinquent assessments upon the ground of irregularity or defect of the notice of the sale, or defect or irregularity in the sale, unless the party seeking to maintain such action first pays or tenders to the corporation, or the party holding the stock sold, the sum for which the same was sold, together with all subsequent assessments which may have been paid thereon and interest on such sums from the time they were paid; and no such action shall be sustained unless the same is commenced by the filing of a complaint and the issuing of a summons thereon within six months after such sale was made. [C. L. § 2391.

372. Proof of mailing, publication, and sale. Affidavits made by the secretary of the mailing of notices shall be prima facie evidence thereof. The publication of notices relating to assessments may be proved by the affidavit of the printer, foreman, or principal clerk of the newspaper in which the same was published; and the affidavit of the secretary or auctioneer shall be prima facie evidence of the time and place of sale, of the quantity and particular description of the stock sold, and to whom and for what price, and of the fact of the purchase money being paid. The affidavit shall be filed in the office of the corporation, and copies of the same certified by the secretary thereof shall be prima facie evidence of the fact therein stated. Certificates signed by the secretary and under the seal of the corporation shall be prima facie evidence of the contents thereof. [C. L. § 2392*.

373. Waiving proceedings for sale. Action. On the day specified for declaring the stock delinquent, or at any time subsequent thereto and before the sale of the delinquent stock, the board of directors may elect to waive further proceedings under this chapter for the collection of delinquent assessments, or any part or portion thereof, and may elect to proceed by action to recover the amount of the assessment and the costs and expenses already incurred, or any part thereof.

Cal. Civ. C. 349. Mont. Civ. C. ? 508.

CHAPTER 3.

BANKING CORPORATIONS AND BANKS.

374. Formation. Chapters one and two made applicable. Exception. Corporations to conduct commercial or savings banks, or banks having departments for both classes of business, may be formed under the provisions of chapter one of this title respecting corporations for pecuniary profit, and all the rights, privileges, and powers, and all the duties and obligations of such corporations and the officers and stockholders thereof shall be as provided in said chapter, except as in this chapter otherwise provided; and whenever it may be necessary and lawful to assess the full-paid stock of any banking association, such assessment shall be made and enforced as provided in the articles or by-laws, or if not provided therein in the manner prescribed in chapter two of this title. $ 2494*.

[blocks in formation]

[C. L.

A bank is not liable even to an innocent holder for value on a certificate of deposit issued before its incorporation and signed as cashier by the person who afterwards became such, there being nothing to show that the bank ever received any consideration therefor. Long v. Citizens' Bank, 8 U. 104; 29 P. 878.

375. Capital stock. Banking corporations shall in no case have to exceed one million dollars capital stock; nor shall the subscribed capital stock of any bank be less than twenty-five thousand dollars, and in cities having from ten thousand to twenty thousand inhabitants, not less than fifty thousand dollars. and in cities of not less than fifty thousand inhabitants, not less than one hundred thousand dollars; nor shall the certificate of incorporation issue until it shall appear to the secretary of state by affidavit of at least three of the incorporators that the proposed corporation has the requisite amount of subscribed capital stock, and that at least twenty-five per cent of the stock subscribed by each stockholder, and not less than twenty-five per cent of the capital stock of the corporation, has been paid in cash; nor shall the secretary of state issue his certificate of amendment to any banking corporation until it shall be made to appear to him by affidavit that twenty-five per cent of the increased capital has actually been paid in cash. [C. L. §§ 2495*, 2500*, 2504*.

376. Powers. A banking corporation shall have power to exercise by its board of directors or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of banking, by discounting or negotiating promissory notes, drafts, bills of exchange, and other evidences of debt, by receiving deposits, by buying and selling stocks, exchange. coin, and bullion, and by lending on personal or real security; to hold and convey such real estate as shall be necessary for its accommodation in the transaction of its business, such as shall be mortgaged in good faith by way of security for debts, duly contracted, such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings, such as it shall purchase at sales under judgments, decrees, or mortgages held by it, or shall purchase to secure debts due to it. [C. L. §§ 2498*-9*.

377. Unpaid subscriptions. Reduction of capital. Receiver. The unpaid subscriptions of the stockholders of any bank shall be paid in cash in instalments of not less than ten per cent per month until the full amount of the subscribed capital stock shall be fully paid. Whenever any shareholder or his assignee fails to pay any instalment of stock when the same is required as provided above, the directors of such bank may sell at public auction, after giving two weeks' previous notice of such sale in a newspaper published in the county where the bank is located, or, if no newspaper be published therein, then in any

newspaper having general circulation in such county, so much of the stock of such delinquent shareholder as may be necessary to pay the amount due thereon with the expenses of advertising and sale; the sale shall be made to the highest bidder, and the excess, if any, shall be paid to the delinquent shareholder. If such stock will not bring the amount due thereon, with costs of advertising and sale, the amount previously paid shall be forfeited to the association, and such stock shall be sold as the board of directors may order within six months from the date of forfeiture, and if not sold, shall be canceled and deducted from the capital stock of the association; if such cancellation and reduction shall reduce the capital of the association below the minimum required by law, the capital stock shall, within thirty days from the date of such cancellation, be increased to the required amount, in default of which a receiver may be appointed, upon the application of the attorney general in the manner provided by law, to close up the business of the bank. [C. L. § 2503*.

Examination of corporate bank, ?? 2441-2445.

378. Reserve, failure to keep. Every bank shall at all times have on hand, as a reserve, in available funds, an amount equal to at least fifteen per cent of the aggregate amount of its commercial deposits and immediate liabilities, which reserve shall be twenty per cent in banks located in cities having a population of twenty-five thousand or more; and an amount equal to at least ten per cent of its savings deposits and immediate liabilities. The available funds shall consist of cash on hand and balances due the corporation or private banker from good, solvent banks. Immediate liabilities shall include all claims against the bank payable on demand. Whenever the available funds of any bank shall fall below the reserve herein before required, such bank shall not increase its liabilities by making any new loans or discounts otherwise than by discounting or purchasing bills of exchange payable at sight. The secretary of state may notify any such bank, in case its reserve shall fall below the amount required, to make good such reserve without delay, and any failure for the period of thirty days to make good such deficiency shall be cause for the appointment of a receiver. R. S. U. S. (1878) 25191*.

or

379. Loans to officers. No officer of any banking corporation organized existing under the laws of Utah shall borrow money from such bank to exceed one-tenth part of the capital stock actually paid in, nor in any case to exceed the sum of ten thousand dollars; and no sum of money shall be loaned to any such officer unless he furnishes security in at least double the amount of the loan made, and no loan to any such officer shall be made for a period of over three months and the stock of the association shall not be taken as security for any such loan; nor shall any such officer become an indorser or security for loans to others. The office of any officer who shall act in contravention of the provisions of this section shall thereupon become vacant; and any loan he shall have made in contravention thereof shall become immediately due and payable. [C. L. § 2515.

380. Loans to individuals. Limit. The total liability to any banking Corporation of any person, or any company, corporation, or firm, for money borrowed, including in the liabilities of the company or firm the liabilities of the several members thereof, shall at no time exceed fifteen per cent of the amount of the capital stock of such bank actually paid in; but the discount of bills of exchange drawn in good faith against actually existing values, and the discount of commercial or business paper actually owned by the person negotiating the same, shall not be construed as borrowed money.

R. S. U. S. (1878) 5200; Mont. Civ. C. ? 583*.

381. Minors as depositors. Minors may in their own names make and draw deposits and draw dividends and give valid receipts therefor. [C. L. $2517*.

382. Liability of stockholders. The stockholders in every corporation and joint stock association for banking purposes, in addition to the amount of

capital stock subscribed and fully paid by them, shall be individually responsible for an additional amount, equal to the amount of their stock in such corporation, for all debts and liabilities of every kind.

Liability of stockholders in banking corporations, Con. art. 12, sec. 18.

383. Amendment of articles. No change shall be made in the articles of association of any banking corporation by which the rights, remedies, or securities of existing creditors of the association shall be impaired. [C. L. $ 2502*.

PRIVATE BANKERS.

384. Defined. Private bankers are those who, without being incorporated carry on the business of banking.

Ky. Stat. (1894) 599.

385. Capital. Sworn statement. No person or firm shall engage in the business of private banking without a paid up capital of not less than ten thousand dollars; nor in cities having from five thousand to ten thousand inhabitants without a paid up capital of not less than fifteen thousand dollars; nor in cities having from ten thousand to twenty thousand inhabitants, without a paid up capital of not less than twenty-five thousand dollars; nor in cities having more than twenty thousand inhabitants, without a paid up capital of not less than fifty thousand dollars; nor until at least one person interested in the business shall have subscribed and sworn to a statement giving the names and postoffice addresses of all persons interested in the business, with the nature and extent of their interest therein, the amount of capital invested, and the name in which and place where the business is to be carried on; which statement shall be recorded in the office of the clerk of the county in which the bank is to be located, and a duplicate thereof filed with the secretary of state.

Ky. Stat. (1894) 600*.

386. Powers. A private banker shall have power, subject to law, to exercise all such incidental powers as shall be necessary to carry on the business of banking, by discounting or negotiating promissory notes, drafts, bills of exchange, and other evidences of debt, by buying and selling stocks, exchange, coin, and bullion, and by loaning on personal or real security, to hold and convey such real estate as shall be necessary for the accommodation of the bank in the transaction of its business, or such as shall be mortgaged in good faith by way of security for debts, duly contracted, or such as shall be conveyed to him in satisfaction of debts previously contracted in the course of his dealings as a banker, or such as he shall purchase at sales under judgment, decrees, or mortgages held by him as a banker, or shall purchase to secure debts due to him as such. Ky. Stat. (1894) ? 601*.

387. Penalty. If any private banker shall fail or refuse to comply with any of the requirements prescribed in this chapter, the proprietor, or partners. and cashier of such bank shall each be deemed guilty of a misdemeanor for each such offense, and shall be punished by a fine not exceeding five hundred dollars. Ky. Stat. (1894) 602*.

REPORTS.

388. When made. Nature. Publication. Every banking corporation or private banker, domestic or foreign, transacting a banking business in this state, shall make to the secretary of state, not less than four reports during each year according to the form which may be prescribed by him, which report shall be verified, in the case of banking corporations, by the oath or affirmation of the president or cashier, and in the case of private bankers by the oath or affirmation of the proprietor, a partner, a member, or by the business manager. Such reports shall state the condition of the bank at the close of business on any past day, within three months before the date of the call, specified by the secretary of state,

and shall be transmitted to his office within five days after the receipt of the request therefor, and a copy thereof duly certified by the secretary of state shall be published by the bank making the same in some newspaper having general circulation in the county where such bank is situated. The secretary of state shall have power to call for special reports from any such banking corporation or private banker whenever in his judgment the same shall be necessary. [C. L. § 2514*; '90, p. 107*.

Neb. (1895) 623.

389. Failure to report. Penalty. Every banking corporation or private banker who shall fail or neglect to make any report required by the provisions of this chapter, shall be subject to a penalty of fifty dollars for each day's delay in transmitting such report, to be recovered by and for the state in a civil action.

390. Impairment of capital. Receiver. The secretary of state, upon becoming satisfied that any bank has become insolvent, or that its capital has become and is permitted to remain impaired, or that it has violated any provision of law, may, through the attorney general, apply to the district court, or a judge thereof, for the appointment of a receiver to take charge of and wind up the business of such bank.

391. National banks. This chapter does not apply to banks organized under the national banking act of the United States.

CHAPTER 4.

BUILDING AND LOAN ASSOCIATIONS.

392. Object. Chapter one made applicable, when. Articles. Building and loan associations organized for the purpose of raising a fund by the collection of dues or stated payments from its members, to be loaned among its members, may be incorporated under the provisions of chapter one of this title respecting corporations for pecuniary profit; and all the rights, privileges, and powers, and all the duties and obligations of such corporations and the officers and stockholders thereof shall be as provided in said chapter, except as in this chapter otherwise provided. In addition to the other facts required to be stated, the articles of incorporation of such companies shall state the terms and plan of becoming and continuing a member, and of withdrawal, the plans of making loans, distributing profits, equalizing losses, providing for expenses, and of providing a fund with which to pay losses, and the maximum compensation of officers. ['90, pp. 7-11*.

393. Capital. The capital named in the articles of incorporation shall be taken to mean the authorized capital, and the association may commence business when five per cent thereof is subscribed and the other requirements of the law have been complied with.

394. Powers. Any such corporation shall have power, subject to the terms and conditions contained in the articles of incorporation and by-laws, to issue stock to its members; to assess and collect from its members reasonable membership fees, dues, premiums, and fines; to permit its members to withdraw any or all of their stock deposits upon equitable terms; to hold and convey such real and personal property as shall be necessary for its accommodation and the transaction of its business, such as shall be mortgaged in good faith by way of security for debts duly contracted, such as shall be conveyed to it in satisfaction of debts previously contracted in the course of its dealings, such as it shall purhase at sales under judgments, decrees, or mortgages held by it, or shall purchase to secure debts due to it; to make loans to its members upon ample real estate

« PředchozíPokračovat »