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of fifty dollars each, which shall be deemed personal property, and shall only be assignable on the books of the company in such a manner as its by-laws shall prescribe; each bank shall have a lien upon all stock owned by its debtors, and no stock shall be transferred without the consent of a majority of the directors, while the holder thereof is indebted to the company.
$ 3821-71.) Sec. 12. No loan to be taken on capital
stockNo company shall take, as security for any loan or discount, a lien upon any part of its capital stock; but the same security, both in kind and amount, shall be required of shareholders as of persons not shareholders; and no banking company shall be the holder or purchaser of any portion of its capital stock, or of the capital stock of any other incorporated company, unless such purchase shall be necessary to prevent loss upon a debt previously contracted in good faith, on security which, at the time, was deemed adequate to insure the payment of such debt, independent of any lien upon such stock; and stock so purchased shall in no case be held by the company so purchasing, for a longer period of time than six months, if the same can be sold for what the stock cost at par.
A bank organized under this act cannot demand the transfer to it, on the books of another bank, of stock, in the latter, held by the former as collateral security for a loan. Franklin Bk. v. Commercial Bk., 36 Ohio St. 350.
($ 3821-72.) Sec. 13. Who may vote at election
In all elections of directors, and in deciding all questions at meetings of the stockholders, each share shall entitle the owner thereof to one vote; stockholders may vote by proxies, duly authorized in writing, but no officer, clerk, teller, or bookkeeper of the company, shall act as proxy.
($ 3821-73.) Sec. 14. Officers-Who eligible
The affairs of every company formed and organized to carry on the business of banking under the provisions of this act, shall be managed by not less than three (3) nor more than nine (9) directors, as may be determined by a majority in interest of the stockholders; every director shall, during the whole term of his service, be a resident of the state; at least three-fourths of the directors shall have resided in this state two (2) years next previous to their election as directors; the directors of each banking company, collectively, shall own at least one-tenth of the capital stock; each director shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of the company, and not knowingly violate, or willingly permit to be violated, any of the provisions of this act; that he is the bona fide owner, in his own right, of the stock, specifying the amount standing in his name on the books of the company, and that the same is not hypothecated or in any way pledged as security for any loan obtained or debt owing, which oath, subscribed by himself and certified by the officer before whom it was taken, shall be filed and carefully preserved in the office of the recorder of the county in which the banking company is located. 87 0. L. 208.
Officers who engage in the business authorized by this act, before the required securities are deposited, are personally liable for debts contracted. Medill v. Collier, 16 Ohio St. 599. See also Ridenour v. Mayo, 40 Ohio
($ 3821-74.) Sec. 15. Term of office of directors
The directors of any banking company first elected, shall hold their places until the first Monday in January next thereafter, and until their successors shall be elected and qualified; all subsequent elections shall be held annually, on the first Monday of January, at the office of the bank, and the directors so elected shall hold their place for one year, and until their successors are elected and qualified; but any director removing from the state shall thereby vacate his place; any vacancy in the board shall be filled by appointment, by the remaining directors; the director so appointed shall hold his place until the next annual election, and if, from any cause, an election of directors shall not be made at the time appointed, the company shall not, for that cause, be dissolved, but an election may be held on any subsequent day, thirty days' notice thereof having been given in a newspaper printed and in general circulation in the county where the company is located.
[Repealed April 24, 1879. 76 v. 72.]
($ 3821-75.) Sec. 17. Banking companies shall not circu
late evidences of debt as moneyNo banking company, either heretofore or hereafter organized under this law, shall at any time issue, or have in circulation, any note, draft, bill of exchange, acceptance, certificate of deposit, or any other evidence of debt which, from its character, form, or appearance, shall be calculated or intended to circulate as money; and every violation of this section, by any officer or member of a banking company, shall be deemed and judged a misdemeanor, punished by fine or imprisonment, or both, in the discretion of the court having cognizance thereof, as now provided by law. 76 0. L. 72.
[Repealed April 24, 1879. 76 v. 72.)
($ 3821-76.) Sec. 19. When prohibited from making loans
When bonds are equivalent to lawful moneyEach banking company shall at all times have on hand, of lawful money of the United States, an amount equal to at least twenty per centum of its deposits; and whenever the lawful money of any company shall fail below twenty per cent of its deposits, such company shall not make any new loan or discount, otherwise than by discounting or purchasing bills of exchange payable at sight, nor make any dividends of its profits, until the required proportion of its deposits, and its lawful money of the United States, shall be restored; and for such purpose money actually invested in bonds of the United States shall be deemed equivalent to lawful money of the United States. 76 0. L. 72.
(S 3821-77.) Sec. 20. Not liable for more than amount of
capital stock-ExceptionsNo banking company herein authorized shall at any time be indebted, or in any way liable, to an amount exceeding the amount of the capital stock at such time actually paid in and remaining as capital stock, undiminished by losses or otherwise, except on the following accounts:
First. On account of moneys deposited with or collected by
Second. On account of bills of exchange or drafts drawn against money actually paid on deposit to the credit of or due to such company.
Third. Liabilities of its stockholders on account of moneys paid in as capital stock, and dividends thereon, and such stockholders shall be liable, over and above the stock by him or her owned, and any amount unpaid thereon, to a further sum at least equal in amount to such stock. 76 O. L. 72.
[Repealed April 24, 1879. 76 v. 72.]
(S 3821-78.) Sec. 22. Capital stock not to be withdrawn
No banking company shall, during the time it shall continue its operations as a bank, withdraw or permit to be withdrawn, either in form of dividends, loans to stockholders, for a longer period of time than six months, or in any other nianner, any portion of its capital stock, and if losses shall at any time have been sustained by any banking company, equal to, or exceeding its undivided profits then on hand, no dividends shall be made, and no dividend shall ever be made by any banking company, while it shall continue its banking operations, to an amount greater than its net profits then on hand, deducting therefrom its losses, bad and suspended debts, and all debts due to a banking company, on which interst is past due and unpaid for a period of six months, unless the same shall be well secured, and shall be in process of collection, shall be considered bad or suspended debts within the meaning of this act.
(§ 3821-79.) Sec. 23. How declare dividend-Shall report
semi-annually to auditor of stateThe directors of each banking company shall, semi-annually, declare a dividend of so much of the net profits of the company as they shall judge expedient; but such company shall, before the declaration of a dividend, carry one-tenth part of its net profit of the preceding half year to its surplus fund, until the same shall amount to twenty per centum of its capital stock; every banking company shall make to the auditor of state a report, according to the form which may be prescribed by him, verified by the oath of the president or cashier of such company, which report shall exhibit in detail, and under appropriate heads such as he shall require, the resources and liabilities of the company before the commencement of business in the morning of the first Monday of the months of January and July of each year, and shall transmit the same to the auditor of state within ten days thereafter. 76
O. L. 72.
[Repealed April 28, 1873. 70 v. 178.]
($ 3821-80.) Sec. 25. Liabilities specified-Proviso
The total liabilities of any person, company, corporation, or firm, for money borrowed, including in the liabilities of the several members thereof to any banking company herein authorized, shall at no time exceed one-tenth part of the amount of the capital stock of such company actually paid in: provided, that the discount of bona fide bills of exchange drawn against actually existing values, and the discount of commercial or business paper actually owned by the person or persons, corporation or firm negotiating the same, shall not be considered money borrowed. 76 O. L. 72.
(8 3821-81.) Sec. 26. Uncurrent notes not to be paid out
No banking company shall, at any time, pay out on loans or discounts, or in purchasing of drafts or bills of exchange, or in payment of depositors; nor shall it in any other mode, put in circulation the notes of any bank or banking company, either in or out of this state, which notes shall not at that time be receivable at par, in payment of debts, and by the company so paying out or circulating such notes; nor shall it knowingly pay out or put in circulation any notes, issued by any bank or banking company, which, at the time of such paying out or putting in circulation, is not redeeming its notes in gold and silver, nor any notes issued by any bank out of this state, of a denomination less than five dollars.
(§ 3821-82.) Sec. 27.
Sec. 27. Notes, etc., to whom payableAll notes, bills, and other evidences of debt, excepting bills of exchange, discounted by any banking company, shall be made. by the terms thereof, or by special indorsement, payable solely to such company; and no such evidence of debt shall be assignable, except for collection, or for the following purposes: First—to