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1855-214.

Free banking authorized.

How banks may take up securities
deposited with Auditor.......... 34
Notice to holders of notes to present
the same to the Auditor.
Notes to be presented within one

......

35

35

35

year
Auditor may appoint, with approval
of Governor, additional clerks... 36
Said clerks, how paid.....
Compensation of Treasurer and Sec-

36

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1. [SEC. 275.] Any person or association of persons, or corpora. tion formed in compliance with the following provisions, may transact the business of banking in this State, and establish offices of discount, deposit and circulation for that purpose upon the terms and conditions, and subject to all the liabilities and penalties herein described.

2. [SEC. 276.] Bankers and banking corporations, carrying on Powers granted, the business of banking, shall have power to discount bills, notes and other evidences of debt, to receive deposits, to buy and sell gold and silver bullion, foreign coins and bills of exchange, to lend money on real and personal security, and to exercise all incidental powers necessary to carry on the business; but the aggregate amount of the capital stock of the banker or corporation shall not be less than one hundred thousand dollars.

Capital stock

shall not be less than $100,000.

3. [SEC. 277.] Any person or persons, more than five, associatNumber of per- ing themselves for the purpose of banking, may constitute themfor banking. selves a corporation, with power and authority:

sons necessary

ing corporations.

First-To have and enjoy succession by a corporate name, to be selected by themselves, for a period that shall be expressed and Powers of banklimited in the articles of association, not exceeding twenty years, and by that corporate name to sue and be sued, plead and be impleaded, appear, answer and prosecute, in any and all courts of justice and elsewhere.

Second-To hold, receive, purchase and convey, by and under their corporate name, such property, real and personal, as may be indispensable to the objects of the association. The real estate which such corporation may lawfully purchase, hold and convey, shall be: L Such as may be necessary for the proper transaction of their business;

II. Such as shall have been mortgaged to them in good faith as security for loans;

III. Such as shall have been conveyed to them in satisfaction of debts previously contracted bona fide in the course of their business; and

IV. Such as they may purchase at sales under judgments of mortgages held by themselves, or in which they may have an interest, by being subrogated to rights, according to article twothousand one hundred and fifty-seven of the Civil Code; but they shall not have power to hold any real estate, acquired in any way, except such as may be required for the transaction of their business, for a longer time than five years.

Third-To make and use a corporate seal, to be described in the articles of association.

Fourth-To name and appoint such managers and directors to administer the affairs of the corporation as they may think necessary and proper, the number and style of such directors or managers being described in the articles of association, and to fix the compensation of all persons in their employment. All the managers and directors shall be citizens of the State.

Fifth-To make and ordain such by-laws for the proper management of the affairs of the corporation as may be necessary and proper, and in conformity with the provisions of law, the articles of association and such by-laws, to repeal, alter and amend at pleasure. 4. [SEC. 278.] They shall be organized by written articles of association, executed by a notarial act, and recorded in the office Written articles of the Recorder of Mortgages, or other officer exercising the func- how executed and published. tions of Recorder of Mortgages, at the place named in the act as the place of business or domicile of the corporation; a certified copy of the same shall be deposited in the office of the Auditor of Public Ac- corded.

of association,

Act to be re

Auditor to be

furnished with

a copy.

Notice to be

given by publication.

of incorporation

counts; it shall also be published once a week, for four weeks, in the official journal of the State, and if the official journal of the State should not be a newspaper in the city of New Orleans, the act shall also be published for the same time in at least one daily newspaper of the city of New Orleans, and also in a newspaper at the place named in the act as the place of business, if there be one published there. A duly certified copy of the record of such an act may be used as evidence for and against such corporations.

[SEC. 279.] The act thus recorded and published shall contain Contents of act and set forth, under the signatures of the subscribers and associates, the name assumed to distinguish such banking company, and to be used in its dealings; the place where the banking business of such association is to be carried on, designating the particular parish and city or village in the State; the amount of the capital stock of the banking company, and the number of shares into which the same shall be divided; the names and places of residence of the shareholders, and the number of shares held by each of them respectively, and the time when and the manner in which payments on stock subscribed shall be made; the period at which the association shall commence, and the period of its duration; the number of its directors and managers; the mode of election, and liquidation at the end of the term. The same may also provide for an increase of the capital and of the number of associates, and for any modification, addition or alteration in the articles of association. Every increase, modification, alteration or addition shall be submitted to a general meeting of the stockholders, held after thirty days' notice, and shall be approved by two-thirds of the amount of the capital stock, and shall be executed, recorded and published, as provided for the original articles.

Modifications, how made.

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Restrictions

to loans to

stockholders.

as

6. [SEC. 280.] All stock subscribed to any banking company under this act, must be paid up in full in specie within twelve months after the company shall commence business.

to

7. [SEC. 281.] No loans of any banking company shall be made any of its stockholders on a pledge of its own stock.

8. [SEC. 282.] The shares of the banking companies shall be Shares of stock personal property, and shall be transferable upon the books of the to be personal property-how same, in such manner as the by-laws may direct; but no share

transferable.

Liability of stockholders.

holder therein shall be liable for its debts and contracts to a greater amount than the whole of his shares therein. Unincorporated bankers shall be liable to the full amount of their obligations and contracts. The liability as stockholders shall apply not only to such persons as appear by the books of the company to be such,

but also to every equitable owner of stock, although the same may appear upon the books in the name of another person; also to every person who shall have advanced the installments or purchase money of any stock in the name of a person under twenty-one years of age, and while such person remains a minor; and also to every guardian who shall voluntarily invest funds in such stock. No trust funds shall be liable for the corporate debts; the guardian or trustees shall be personally liable, until the person beneficially interested becomes competent to control and dispose of the same, and for sixty days thereafter. But when a guardian or trustee holds such stocks under a transfer from a third person in good faith, or by positive directions to make such investment, the person so transferring or giving directions, or his estate, if he be deceased, shall be responsible for the debts and liabilities chargeable on the signees of stock stock.

Liability of as

how exonerated

9. [SEC. 283.] The stockholders shall be exonerated from any responsibility in respect to stock duly transferred on the books of Stockholdersthe association in good faith, and without intent to evade such from liability. responsibility, before default has been made by the company in the payment of its debts. The assignee shall succeed to the same responsibilities as though he had been owner of the stock at the time of contracting the debt or liability for which the stockholders are responsible, and the same rule of responsibility shall prevail in regard to all subsequent assignees.

1orfeited.

case of forfeiture.

10. [SEC. 284.] Every banking company established under this act shall, on proof of any act of insolvency or non-compliance with Charter-how any of the conditions of this act, forfeits its corporate rights, and it shall be the duty of the District Court of the district in which such corporation is situated, at the instance of any creditor, or of the Proceeding in Auditor of Public Accounts, and on proof of the alleged facts, to decree such forfeiture, and to appoint thereupon commissioners to effect the liquidation of the affairs of the corporation; to convert into cash, as speedily as may be, under the direction of the court, all the assets of the corporation, including the sum that may have remained unpaid by stockholders upon their respective shares of the capital stock, and after providing for any unpaid balance which may be due to the bill holders, to distribute the same as now provided by law, in case of insolvencies of individuals.

11. [SEC. 285.] The Auditor of Public Accounts is authorized and directed to cause to be engraved and printed, in the best manner to guard against counterfeiting, such quantity of circulating notes, in blank, of the different denominations, not less than five dollars

Duty of Auditor engraved circu

in causing to be

lating notes.

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