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The compiled statutes of the state of New Hampshire: to which are prefixed ... online

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shall have been made, shall not satisfy such debt or liability or
expose such property as aforesaid, it shall be the duty of such
officers forthwith to call a meeting of the stockholders of such
company, and such company when so met shall provide means for
the payment of such debt or liability, either by assessments upon
the stockholders or otherwise, within sixty days from the time
when such demand was made ; and if such debt or liability shall
not be discharged within said sixty days, a suit may be sustained
against the stockholders as is provided in the preceding section ;
and if the officer or officers whose duty it may be to call such
meeting, shall unreasonably neglec^; to call the same, they shall
severally forfeit the sum of one thousand dollars, to be recovered
in an action of debt by any person injured thereby. (K /S., sec, 3.)

Sec. 5. When any action shall be commencea against the
stockholders of any bank, for recovering the amount of any bank
bills issued by such bank, a declaration may be so framed as to
embrace in the same count any number of such bills ; and aver-
ments that such bills issued from and were put in circulation by
such bank, and that the plaintiff was, prior to and at the time of
the demands of payment above required, and still is the holder of
the same, and general statement of the denominations of such
bills, giving the number of bills of each denomination, shall be a
sufficient setting forth in the declaration of the liability of the
bank to pay or redeem such bills, and a sufficient description of
the bills ; and one suit only shall be^ commenced by any person
against any stockholder, for recovering the amount of all the bills
holden by him at the time of commencing any such suit; and the
stockholders so sued may be described in the writ or declaration
as stockholders of such bank, and by their names and places of
residence, which shall be sufficient without any further description
or addition whatever. (iJ. S., sec. 4.)

Sec. 6. When any stockholder of such company shall have
voluntarily paid any such debt or liability, after such demands, or
when any such stockholder shall have been compelled by suit to
pay any such debt or liability out of his own private property, he
may have contribution from the other stockholders of such com-
pany for all payments so made by him, either by action for money
paid, laid out and expended, or by a bill in equity at his election.
(K S., sec. 5.)

Sec. 7. The process and modes of proceeding against corpo-
rations, their officers and stockholders, who may become liable for
their debts and civil liabilities, shall be the same as are provided



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CHAP. 147.] CORPORATIONS STOCKHOLDERS. 315

by chapters one hundred and forty-one and one hnndred and forty-
aix of the revised statutes, [chapters 147 and 149 of this compila-
tion,] and the remedies of the officers and stockholders who have
incurred such liabilities against such corporation, their officers and
stockholders, shall be the same as are provided in said chapters in
like cases. (Laws of 1846, chap. 321, sec, 4.)

LIST OF STOCKHOLDERS TO BE RETURNED TO TOWN CLERK.

Sec 8. Every corporation hereafter created, whose object is a
dividend of profits, within sixty days after it shall be organized
and ready to proceed to transact the business for which it was
incorporated ; and every corporation heretofore incorporated, whose
charter is subject to alteration, amendment or repeal, within sixty
days from the passage of this act, (July 10, 1846,) and each as
often as once in each year thereafter, shall cause its clerk to deliver
to the clerk of the town in which the company has its principal
place of business, or left at his dwelling house, a list of the names
and places of residence of all the stockholders ; certified under oath
by its cashier, clerk, or one of its directors, to be a fall and correct
list thereof. {Laws o/1846, chap. 322, sec. 1.)

Sec 9. It shall be the duty of such town clerk to record and
keep on file such list ; and any person whose name shall be returned
on any such list by any clerk of such corporation, shall be taken
and deemed a stockholder in such corporation until his name shall
be omitted or stricken from said -list by the clerk of said corpora-
tion in a subsequent list ; provided that any stockholder in any
such corporation who shall sell and assign all his stock in the
same, may immediately notify such town clerk in writing of the
time when he sold and assigned such stock, and the names and
places of residence of the persons to whom he sold ; and in all
such cases the stockholder so selling his stock shall be exonerated
firom all debts and liabilities of said corporation contracted after
such sale and notice ; and the person purchasing such stock shall
be liable for such debts and liabilities, contracted after such pur-
chase and notice, in the same way and manner as the person sell-
ing such stock would have been if he had not sold. {Laws of
1846, chap. 322, sec. 2.)

Sec 10. The record made as aforesaid of any such list or
notice, or a copy thereof, certified by the town clerk, may be used
as prima facie evidence in any action brought by the creditors of
any such company against its stockholders, agreeably to the pro-
visions of this act. ( Sec. 8, 9, 10, 11 and 12 of this chapter.) And
the said town clerk shall be paid for recording such list and notices
by the person or corporation directing the same to be done, such
fees as he is entitled to for recording mortgages of personal prop-
erty. {Laws of 1846, chap. 322, sec. 3.)

Sec 11. If the clerk of any corporation shall neglect to make
return of such lists as are provided for in this act, [the eighth



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316 COBPORATION8 ^VOTIN9« [tITLE XYII.

eection of this chapter] he shall forfeit for every such neglect fifty
dollars to any person who will sue for the same. {Laws of 1846,
chap. 322, sec. 4.)

Sec. 12. If any clerk of any corporation shall wilfully omit or
refuse to return said list, with an intent to delay or defraud any
creditor of such corporation, he shall Ve punished by a fine not
exceeding five thousand dollars, or by imprisonment not exceeding
three years, or by both of said punishments. {Laws of 1846, chap.
322, sec. 6.)

Sec. 13. For the purpose of filing and recording the lists, and
recording the transfers and assignments mentioned in the sixtii
and seventh sections of chapter 146, R. S., [the eighth and ninth
sections of this chapter] the place of business of any bridge corpo*
ration shall be taken to be in the town in which its toll house is
located, if such toll house be located in this State ; otherwise in
the town in this State in which the bridge or such part thereof as
lies in this State is located. {Laws of 1843, chap. 34, sec. IQ.)

VOTING AND PROXY VoVlNO.

Sec 14. Every stockholder in any corporation having for its
object a dividend of profits, may give one vote at any meeting
thereof, in person or by proxy, for every share he shall hold in such
corporation, provided that no one shall be entitled to vote in any
case for any shares beyond one eighth of the whole number of shares
into which the capital stock may be divided. Authority to act as
proxy shall be in writing, signed by the proprietor, and delivered
or a copy thereof, to the clerk of such corporation. {Laws of 1846,
chap. 321, sec. 5.)

Sec 15. No person shadl at any meeting of such corporation,
vote by proxy representing more than one fiftieth of the whole
number of shares into which the capital stock may be divided,
and no proxy shall confer the right to vote at more than one meet-
ing, which shall be named in such proxy, nor shall any person
directly or indirectly ask for or solicit of any stockholder in any
corporation his proxy for any other person to vote upon at any
meeting thereof. {Laws of 1849, chap. 860, sec. 3.)

Sec. 16. No person shall vote on any share or shares in any
corporation until all assessments duly ordered and payable on
such share or shares have been fully paid : provided such assess-
ment has been ordered four months prior to the time at which
such vote is offered, and such person has been notified in writing,
by the clerk, within ten days after the ordering of such assessment.
(^Laws of 1849, chap. 860, sec. 4.)

Sec. 17. Any corporation in this State may, at any annual or
other meeting, duly holden for that purpose, make and establish
by-laws, providing for the manner of representing stock in such
corporation, provided that no stockholder in such corporation shall
be permitted to represent the stock of another member of the



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CHAP. 147.] CORPORATIONS — SALES. 317

same corporation, nor any person in any case to represent the stock
of more than one member of such corporation, nor to a greater
amount than is provided for [in sections fourteen and fifteen of
this chapter.*] {Laws of 1845, chap. 249, sec. 1.)

Sec. 18. Any person or corporation who shall violate any of
the provisions of this act (sections fifteen, sixteen, twenty and
twfenty-one of this chapter) shall be punished by fine not exceed-
ing one thousand dollars. {Laws of 1849, chap. 860, sec. 5.)

Sec 19. If any person shall fi'audulently vote upon any share of
'which he is not the bona fide and absolute owner, or shall fraudu-
lently procure or receive the transfer of any share for the purpose
of voting thereon, he shall be punished by imprisonment not ex-
ceeding one year, or by fine not less than five hundred dollars, or
by both ; but any person holding stock in any corporation as exec-
utor, administrator, guardian or trustee, shall represent the shares
or stock in his hands at all meetings of the corporation, and may
vote as stockholder, and any person who shall have pledged his
stock as collateral security, may represent the same at such meet-
ings, and may vote as a stockholder. {R. £>., chap. 146, sec. 21.)

SALE OF SHARES FOR LESS THAN PAR VALUE PROHIBITED.

Sec 20. No railroad or other corporation in this State, nor any
railroad or other corporation which shall hereafter be created by
this State, shall sell or cause to be sold by its agents or oifficers, or
any other person, any portion of its capital stock, at a price less
than the par value thereof: provided^ however^ that this section
shall not be so construed as to prevent any such corporation, which
have organized under their act of incorporation, from selling at
auction any share or shares in the stock of such corporation for
neglect of the owners thereof to pay the assessments made there-
on. {Laws of 1849, chap. 860, sec. 1.)

Sec. 21. The free sale of shares in the stock of any corpora-
tion in this State, by the owners thereof, shall not be in any way
or manner restricted by the by-laws of such corporation, and all
such by-laws heretofore or hereafter made, shall be deemed and
taken to be absolutely void. {Laws of 1849, chap. 860, sec. 2.)

Sec. 22. It shall be lawful for any corporation, in issuing cer-
tificates or evidences of their stock to the proprietors entitled
thereto, to insert any number of shares in one certificate, and the
same may be so transferred, anything in the act of incorporation
to the contrary notwithstanding. {Laws of 1846, chap. 324.)

* Laws of 1845, chap. 249, proyides that corporations may make by-laws proyiding
the manner of representina; stock as is provided by chap. 146, laws of 1844, but this law
of 1844 seems to be repealed by chap. 321, laws of 1846 ; we haye therefore reuined in
this compilation the law of 1845, chap. 249, sabstitating the words " prorided for in sec-
lions 14 and 15 of this chapter." instead of '* the act to which this is in addition."



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818 CORPORATIONS— OPPICER8 MEETINGS. [tITLB XVII.

OFFICERS AND RECORDS OF CORPORATIONS.

Sec. 23. No person shall be eligible to the office of clerk or
cashier of any corporation, unless he is an inhabitant of this State,
and every suqh clerk or cashier shall be sworn to the faithful dis-
charge of his duties. {R. S.j sec. 13.)

Sec 24. The directors of any banking or railrot^d company
shall not be less than five in number, and no cashier of anv bank
shall at the same time be a director thereof. {R. £>., sec. 14.)

Sec 25. The books of records of the votes and proceedings of
any corporation in this State, including the books of the credits
and debts of any bank and of the proceedings of the directors
thereof, and also all evidences of debts due such bank, shall be
subject to the inspection of every member or stockholder. (R. &,
sec. 15.)

Sec 26. The clerk of any corporation, when required by any
member or stockholder, or any creditor thereof whose demand is
due, on payment or tender of the fees therefor, shall furnish a cer-
tified copy of any vote or record of such corporation which may
be demanded. {R. S., sec. 16.)

Sec. 27. The fees for all copies furnished as aforesaid, shall be
the same as are allowed to clerks of courts for making and certi-
fying copies of records. (R. S., sec. 17.)

Sec 28. The stockholders of any bank, at any legal meeting
for that purpose, may give to any person the right of inspecting
the books of the debts and credits, or of the proceedings of the
directors of such bank, and of demanding copies thereof. (R. &,
sec. 18.)

Sec 29. If any clerk of any corporation after a demand of a
copy of any record aforesaid, and the payment or tender of the
fees therefor, shall neglect or refuse for the space of seven days to
furnish such copy, he shall forfeit for such offence a sum not ex-
ceeding one thousand dollars to any member, stockholder or cred-
itor who shall have demanded such copy. {R. S., sec. 19.)

Sec 30. Any president, director or cashier of any bank, or any
director, trustee or agent of any other corporation who shall wil-
fully or firaudulently violate any of the provisions of this chapter
or of either of the preceding chapters of this title, (title 17 of the
revised statutes) shall upon conviction thereof be punished by con-
^nementto hard labor not exceeding five years; or by fine not
exceeding five thousand dollars, for each and every violation there-
of, one half to the use of the prosecutor and the remainder to the
use of the State. (R. S., sec. 25.)

ANNUAL MEETINGS.

Sec 31. If any corporation other than a town shall fail to
hold its annual meeting, or if no mode of calling a special meet-
ing of such body politic or corporate is prescribed, the owner or



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CHAP. 147.] CORPORATIONS CHARTERS. 319

owners of one twentieth part of the stock or property thereof, may
apply in writing to any justice of the peace, which application
shall state the time, place and purposes of such meeting, to call a
meeting of the members of said corporation. {R. £»., sec. 11.)

Sec 32. Such justice shall thereupon issue his warrant direct-
ed to any one of said applicants, requiring him to warn a meeting
of such corporation, to meet at the time and place and for the pur-
poses mentioned in such application, by publishing a copy of such
application and warrant fourteen days in the same manner as is
provided for warning the annual meeting of said corporation, and
such meeting and afl business done thereat, shall be as valid as if
held and done according to the charter and by-laws of such body
corporate. {R. S.j sec. 12.)

Sec. 33. Any corporation may, at any annual meeting thereof,
alter the time of holding its annual meeting. ( jR. S., sec. 24.)

AMENDMENT, REPEAL AND EXPIRATION OF CHARTERS.

Sec 34. Any corporation whose power may expire by express
limitation or otherwise, on any day, may continue to be a body
corporate for the space of three years thereafter, for the purpose of
prosecuting and defending suits, of receiving, holding, conveying
or transferring any estate real or personal, and of gradually closing
and settling the concerns and dividing the capital stock of such
body corporate, but not for continuing the business for which such
corporation was established. {R. iS., sec. 23.)

Sec 35. Any act of incorporation for manufacturing or any
other corporation having for its object dividends of profits among
its stockholders, granted, or that shall be granted by this or any
future legislature, shall become null and taken to be wholly void
at the expiration of three years from and after the passage of such
act, unless the grantees or corporators in the act named, their suc-
cessors or assigns, shall have within said time accepted such actor
charter, organized as a company under it, and entered in good
faith upon the proper business of the corporation. {Laws o/1846,
chap. 321, sec. 7.)

Sec 36. The legislature may at any time alter, amend or re-
peal the charter of any corporation, whenever in their opinion the
public good ishall require such amendment, alteration or repeal ;
but such amendment, alteration or repeal shall not take away or
impair any remedy given against such corporation, its members or
officers, for any liability which shall have been previously incurred.
(R. S.J sec. 26, and laws of 1847, chap. 487, sec. 2.)



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320



BANKS.



[title xvn.



CHAPTER 148.

OF BANKS AND SAVINGS BANKS.



COMPILED FROM

Chapter 140 of the Revised Statutes.



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banking a8so0iationb unlawful un-
less authorized bt the legislatube.
Section

1. Unchartered banks unlawful.

2. Penalty for being a member thereof.

3. Penalty for being concerned therein.

4. All secorities taken to be void.

5. Bills, &C., issued to be yoid except

against signer.

6. Penalty for passing such bills.
bills how hade payable, and what

denominations may be cikculated

BY OHARTERED banks.

7. Bills to be made payable in specie on

demand.

8. Penalty for passing bills otherwise

payable.

9. Penalty for neglect to pay specie.

10. Penalty for passing bills under one

dollar.

11. Penalty on bank for issuing bills of

certain denominations.

12. Penalty for bringing such bills into

the State.

13. Bank to pay its altered bills.

14. What constitutes the capital stock of

banks.



Section

15. Circulation of banks limited.

16. Banks to accept the two preceding

sections as a part of their charter.

17. Capital limited to amount paid in.

SUSPENDED BANKS AND PROCEEDINGS.

1 6. Suspended banks not to pay diridends.

19. Debtors of suspended banks may

suspend also, unless.

20. Bank suspended to be examined.

21. Injunction to be issued forthwith.

22. Injunction, on hearing how modified.

23. Charter, proceedings to forfeit.

24. Bank aggrieyed by injunction, may

petition to dissoWe.

25. Assignees of bank, when appointed.

26. Powers and duties of assignees.

27. Court may make orders to carry as*

signmentxnto effect.

28. Assignees to give bond.

29. Suits on bohd, how instituted.

30. Assets of bank, how distributed.

31. Creditors of bank may be restrained

from proceeding.

32. Compensation of assignees.

33. Penalty on officers of bank for fUse

statements.



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GHAP.



148.]



BANKS.



321



Sbotiov
84. Penalty for embezzlement

35. Penaltj for fntadnlent payments.

OA8HIEB8 OF BAKK8.

36. Statement of condition of bank m ade.

37. Sach statement to be under oath.

38. Penalty for neglect to make retoms.

39. Secretary of state to publish abstracts

of retams.

40. Cashier shall not be a boarower.

41. Cashier to gire notice to assessors.

42. Penalty in case of neglect.

BANK COMMIBBIOZrBBS.

43. Bank commissioners to be appointed.

44. Commissioners removable at pleas-

ure.

45. Duties of commissioners.

46. Clerks* duty to forward report to at-

torney general and county solid
tors.

47. Compensation of commissioners.

48. May examine officers of banks on

oath.

49. Commissioners to report annually.

DIBBCTOB6 OF BANKS.

60. Indebtedness of directors limited.

51. Indemnities by directors, when void.

52. Directors to take no fee for loan.



FBOXT PBO8XCUTI0N8 AND FOBFBITUBX8.

Section

53. Votiog by proxy regulated.

54. Prosecutions, how carried on.

55. Forfeiture of charter, proceedings.

56. Charters null and Yoid unless organ-

ized prior to June 1st, 1846.

CL08INO OF BANKS.

57. Banking corporations may close up

their concerns and divide their
capital, when.

58. Stockholders indiridually liable.

59. Bills and liabilities payable in specie

at the bank or by an agent.

60. To have contribution.

FBIYATS LIABILITY OF 8TOCKHOLDBB8
IN BAFK8.



61.



62.
63.
64.
65.

66.

67.



Stockholders indiYidually liable for
the amount of their stock.

SAYINGS BANKS.

Savings banks to be examined.
Powers and duties of commissioners.
Assignees may be appointed.
Compensation of commissioners for

examining savings banks.
Treasurers of savings banks to give

notice to assessors.
Penalty for neglect to notify assessors.



BANKING ASSOCIATIONS UNLAWFUL UNLESS AUTHORIZED BY THE

LEGISLATURE.

Section 1. Every company or association of personi formed
for banking purposes, without an act of the legislature authorizing
the same, shall be deemed unlawful.

Sec 2. If any person shall subscribe to or become a member
of such company or association, he shall for such offence be pun-
ished by fine not exceeding one thousand dollars, nor less than four -
hundred dollars.

Sec 3. If any person shall be concerned in issuing not^s or
bank bills, receiving deposits, loaning, issuing or signing any such
notes or bills, or in any way aiding in carrying on the business of
such company or association, he shall be punished by fine of on^
hundred dollars.

Sec 4. All notes or securities for the payment of money, ox

the delivery of property, made, given, endorsed or transferred to,

or received by any such company or association for money or bills

loaned or discounts made, or made, given, or transferred to or

21



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322 BANKS. [title XVII.

received by any person for the benefit of such company or associ-
ation, shall be null and void.

Sec. 5. All bills, notes, checks, drafts or obligations whatsoever
payable to bearer or order, except sach as may be issued by an
incorporated bank, issued or passed with the intent that the same
shall be used as currency, and which shall bear the impression of

Spes, plates or printing, are void, and no action shall be sustained
ereon, except against the original signer thereof.
Sec. 6. If any person shall issue or pass any such note, bill,
check, draft or obligation with the intent that the same shall be
circulated as currency, he shall be fined for each ofience twenty
dollars.

BILLS HOW MADE PAYABLE AND WHAT DENOMINATIONS MAT BE

CIRCULATED.

Sec 7. If any incorporated banking company or any person
in their behalf shall put in circulation, or issue with intent to put
in circulation as currency, any bank bill, note or obligation, the
payment of which is subject to any condition whatever, or payable
at any other place than the bank from which it issued, or which
shall not be made payable to the bearer in specie and on demand,
such company or person for every such ofi*ence shall be fined one
hundred dollars.

Sec 8. If anv person shall knowinglv pass any bank bill, note
or obligation of the description contained in the preceding section,
issued by any bank, excepting to the bank from which the same
issued, he shall be fined for such offence five dollars.

Sec 9. If any banking companv shall neglect or refuse to pay
in specie, on demand, any bank bill, note or obligation by them
issued, upon presentment and demand of payment thereof at said
bank, the holder of such bill, note or obligation may sue for and
recover ^he amount thereof, with interest thereon at the rate of two
per centum for each month, to be computed from the time of such
demand, and also treble costs of suit.

Sec 10. If any person shall pass or offer to pass any note or
bill of a less denomination than one dollar, issued by any bank,
except to the bank from which the same was issued, he shall for^
feit for each offence five dollars, to be recovered by anv person who
will^sue therefor within six months from the commission of the



Online LibraryNew HampshireThe compiled statutes of the state of New Hampshire: to which are prefixed ... → online text (page 34 of 80)