poration in Mount Holly, at such time of day as the board of directors shall appoint, of which election at least fourteen days previous notice shall be given by the directors by an advertisement in one or more of the newspapers published in the county of Burlington, for the well ordering of which election, the board of directors shall previously thereto appoint three stockholders not being directors, to be judges thereof, who shall conduct the election and determine upon. the legality of votes, the eligibility of persons voted for, and who are elected (and no person shall be eligible as a director unless he is at the time the bona fide owner in his own right of at least one thousand dollars' worth of the stock of said corporation at the par value thereof), that said elections shall be by ballot, and be made by such of the stockholder's as shall attend for that purpose, either in person or by proxy, and each stockholder shall be entitled to one vote for each share of stock held in his, her or their names at the time of the election, and the persons who shall have the greatest number of votes shall be directors; and if it should so happen that two or more persons have an equal number of votes, then the directors of the preceding year or a majority of them shall proceed by ballot and plurality of votes to determine which of the persons so having an equal number of votes shall be the director or directors, so as to complete the whole number; and the directors so elected as soon as may be thereafter, when a quorum shall be present, shall proceed to elect by ballot and by a majority of votes, one of their number to be president, as well of their board as of the corporation, and whenever any vacancy or vacancies shall happen among the directors by death, resignation, or otherwise, such vacancy or vacancies shall be filled for the remainder of the year by such person or persons as the other directors for the time being, or a majority of them shall appoint; and if at any time it shall happen that an election Failure to of directors shall not take place on the day herein prescribed, the said corporation shall not for that reason be deemed dissolved, but an election may be had as soon as conveniently may be thereafter, upon like notice, and at the place and in the mode specified. elect directors not to dissolve transferable. 6. And be it enacted, That the capital stock of said cor- stock, how poration shall be deemed personal property, and shall be transferable on the books of the corporation in the manner prescribed by the by-laws of said corporation; but no transfer All bills and binding on of the stock shall be made by any stockholder from whom any debt or debts are due to the said bank, or who is the drawer or indorser of any bill of exchange or note discounted and held by said bank, when said bill of exchange or note is due, without the consent of the said board of directors, but such stock shall be and remain liable for the payment of such notes or bills of exchange. 7. And be it enacted, That the said corporation shall not notes issued issue bills or notes of a less denomination than one dollar, corporation. and the bills or notes which may be issued by said corporation, signed by the president, and countersigned by the cashier, and when so signed and issued promising the payment of money to any person, or to his order, or to the bearer, shall be binding and obligatory on said corporation as if made by a natural person or persons, and shall be negotiable in like manner, but that the bills or notes issued by said corporation shall not at any time exceed double the amount of its capital stock actually paid in; and if the president or cashier thereof shall knowingly or wilfully issue, or cause, or suffer to be issued bills or notes of said corporation exceeding double the amount of its capital stock actually paid in, such president or cashier shall be deemed guilty of a misdemeanor, and on conviction thereof shall be punished by imprisonment of not less than one year, nor more than five years in the discretion of the court. Cashier. Semi annual dividends. 8. And be it enacted, That there shall be a cashier of said bank appointed annually, liable, however, to be removed and another appointed in his stead at the pleasure of the said board of directors, such appointment or removal only to be made by a majority of the directors, and on such appointment the said cashier shall, before he enters upon the duties of his office, take an oath or affirmation faithfully to perform the duties of his office, and shall give bonds with good and sufficient security, to be approved by the board of directors, in a sum not less than twenty-five thousand dollars, with conditions for the faithful performance of his duties as cashier of said bank. 9. And be it enacted, That it shall be the duty of the board of directors of the said corporation to make semi-annually dividends of so much of the profits of the business of said corporation as the said board shall deem advisable, but no dividend shall be made of any part of the capital stock. 10. And be it enacted, That the rate of discount at which Rate of dis count. loans may be made by said corporation shall not exceed the thereof. deem to debar rations. 11. And be it enacted, That if at any time the said cor- Refusal to reporation shall refuse or neglect, on demand being made at banking ope their banking house during the regular hours of business, to redeem in lawful money any of the bills or notes issued by it, and which may then be due and payable, the said corporation shall thereupon, under the pain of forfeiting its charter, wholly discontinue and cease from banking operations. until such bills or notes are fully paid; provided, that the Proviso. provisions of the act entitled "An Act to suspend the penalties of the non-redemption in specie of bank notes," approved March twenty-fourth, one thousand eight hundred and sixty-two, and the supplement thereto approved March sixth, one thousand eight hundred and sixty-three, be and continue in force in relation to the bank incorporated and chartered by this act. liable for re bills. 12. And be it enacted, That if the said corporation shall Assets first at any time hereafter become insolvent, the whole assets of demption of said corporation at the time of its becoming insolvent, shall be first liable for the redemption of its bills or notes then in circulation, and shall be first applied to the payment thereof; and in case of a distribution of the assets of said corporation among the creditors thereof, under the order or decree of the court of chancery or other court, the holders of such notes or bills shall be equal in priority and shall have a preference over all the other creditors. ble for circula 13. And be it enacted, That three fourths of the directors Directors Ilaof said corporation shall be residents of this state, and all of ton them shall be jointly and severally liable for the payment of all the bills or notes of said corporation which may be in circulation at the time of its becoming insolvent, and may be jointly or severally prosecuted at law or in equity by any receiver or receivers that shall or may be appointed for the payment of any such bills or notes, as if the same were their joint and several bills or notes executed by them in their Proviso. Proviso. Stockholders liable for circulation. Proviso. individual capacity; and it shall not be lawful for any director of said corporation to resign his office to avoid such liability, and if any director shall so attempt to resign his office, he shall be and continue liable the same as if no such resignation had been attempted; and such liability of directors shall continue after they cease to be directors, either by resignation or otherwise, if said corporation was insolvent when they ceased to be directors; and it shall not be lawful for any director to assign or transfer his stock or other property to avoid such liability; and if in case of payment of any such bills or notes by any of said directors, the other directors who may be liable, shall acconnt in the same way as other joint debtors are accountable to each other; provided, that no property that shall or may be levied on or taken in execution under or by virtue of any judgment or decree in favor of any receiver under the provisions of this act shall be sold until after the expiration of six months from the date of such judgment or decree; provided also, no such suit shall be prosecuted against the said directors by such receiver or receivers, except for such deficiency as may remain after the assets of such corporation have been duly appropriated to the payment of such bills or notes, except in case of fraud committed by said directors. 14. And be it enacted, That if the assets of said corporation and the property of said directors shall prove insufficient to redeem the whole of said bills or notes, then the amount that shall or may be realized from said assets and property shall be distributed ratably among the holders of the said bills and notes; and the stockholders of the said corporation, at the time of its becoming insolvent, other than said directors, shall be jointly and severally liable to any receiver or receivers that shall or may be appointed as aforesaid to an amount sufficient to redeem the said bills or notes after the assets of said corporation and the property of said directors shall have been distributed as aforesaid; provided, that no stockholder, other than the said directors, shall be made liable to an amount exceeding the par value of the stock held by him at the time said corporation becomes insclvent; and if that amount shall not be required for the full redemption of said bills and notes, then the said stockholders shall be liable in the ratio of the said stock so held by them, and it shall not be lawful for any such stockholder to assign or otherwise transfer his stock or other property to avoid such liability. 15. And be it enacted, That in case of an action or suit at Action at law. law against any director or directors, stockholder or stockholders under any of the preceding sections of this act, the receiver or receivers may declare generally for money had and received; provided, that a schedule shall be annexed to Proviso. the said declaration setting forth that the said action or suit is under and by virtue of the provisions of this act, specifying the aggregate amount claimed, the names of the president and cashier subscribed to the bills or notes declared on and the numbers and denominations thereof. be made. 16. And be it enacted, That it shall be the duty of said Statements to corporation on the first Monday in the months of January, April, July and October, in every year, to make the statements required to be made by the other banks of this state by the act entitled "An Act to punish frauds committed on the incorporated banks of this state, and for the better regulation of said banks," approved April sixteenth, one thousand eight hundred and forty-six. terest to be residents of this state 17. And be it enacted, That a majority in interest of the Majority in instockholders shall be residents of this state, and this act shall be deemed and taken to be a public act and shall go into effect immediately, and continue in force for twenty years; Limitation. but it shall be lawful for the legislature at any time hereafter to alter, modify or repeal the same whenever, in their opinion, the public good shall require it. Approved February 8, 1872. CHAPTER XXIV. A Supplement to an act entitled "An Act to incorporate the 1. BE IT ENACTED by the Senate and General Assembly of the State of New Jersey, That section four of the act entitled Amendment. "An Act to incorporate the German Hospital," approved the thirteenth day of February, 1868, be and the same is hereby amended so as to read, "The board of directors shall |