enter into contracts; but having the power to repudiate the same upon arriving at the age of maturity, should not be permitted to become incorporators of a bank. § 23. Married women as incorporators. There is nothing in the statute prohibiting, in direct language, a married woman from becoming an incorporator of a national bank. The law of the State in which she resides, and where the bank is to be put in operation, may place some inhibition upon her rights, and operate as an estoppel; but if the law of the State in which she resides authorizes her to make contracts, and places her in a position to bind herself to all liabilities and obligations of a stockholder, she is clothed with full power to become an incorporator; but inasmuch as the laws of the several States differ as to the rights of a married woman in regard to her separate estate and property, and as to the effect of covenants and agreements made by her as well as to the form of acknowledgment of instruments executed by her, all organization papers, required in the formation of a bank, bearing her signature, must be accompanied by a copy of the law of the State, which certifies that she has the power to be a party to the organization. It has never been contended that women are not "natural persons," but it is interesting to know that the question has frequently been before the courts. The Supreme Court of the State of Massachusetts, in the opinion of the justices of the Governor and Council, where the statute authorized the Government to appoint nine persons, etc., as a board of health, had occasion to express its opinion that the word "persons" in its natural and usual signification, included women as well as men.1 Where also the word "person" was used in a legislative act, "natural persons" will be intended.2 The articles of association, organization certificate, and certificate of officers and directors must be executed in duplicate, one copy of each being filed in the office of the Comptroller of the Currency, and the other retained by the bank. The organization certificate must be acknowledged before a judge of a court of record, or before a notary public having a seal. 1 Mass. Rep. 136, p. 58. 2 Blair v. Worley, 2 Ill. 177. After the execution of the organization certificate, where the directors are not designated in the articles of association, the shareholders should proceed to elect directors as provided in section 5145, Revised Statutes of United States. After election, each director is required to take the oath of office, which form of oath will be furnished on application to the Comptroller of the Currency. (For form, see Appendix.) A person, to be elegible as a director, must be a citizen of the United States, and own in his own right at least ten shares of the capital stock of the bank, such stock not to be hypothecated, or in any way pledged as security for a loan or debt. Three-fourths of the directors must have resided in the State, territory, or district in which the association is located, for a year or more immediately preceding their election, and must be residents therein during their continuance in office. All the preliminary steps having been taken by the board of directors, and the officers of the association having been chosen, and by-laws duly adopted according to law, and the certificate of authority issued by the Comptroller of the Currency, authorizing the bank to begin business, the certificate having been published according to the requirements of law, and forwarded to the Comptroller, the organization becomes a banking corporation from the date of the issuing of said certificate. Organization of State banks. The Constitutions of the various States, and the statutory laws enacted therein, control the right of banking within the State. A State banking corporation, unless special provisions are made providing how it shall be incorporated, can be incorporated only under the general incorporation laws of the State authorizing the formation of corporations. Articles of incorporation are prepared setting out the name of the corporation, the purpose for which it is formed, the place where its principal business is to be transacted, the term for which it is to exist, the number of directors which the corporation shall have, the amount of the capital stock, and the amount actually subscribed, and by whom. These provisions may vary in the different States. The bank must have a name; and if the name selected infringes upon the right of a bank previously incorporated, the Secretary of State should refuse to grant or issue the articles. It is well settled that where a corporation attempts to obtain or use a name which has been granted to another, and under which a large business has been built up, the courts are frequently called upon to prevent one corporation from using the name of another, and in some of the States the statute especially forbids a corporation from using the name or a similar name of a friendly corporation. Where the statute of a State permits a corporation to have more than one place in the State where it may conduct business, a State bank may establish branches therein. It is held by the Supreme Court of the State of Michigan that a bank located in one county, and having its principal place of business fixed by its charter, violates the same by establishing an agency in another county, where it receives deposits, sells exchange, and conducts a general banking business. § 24. Term of existence. The law provides that the articles of incorporation shall fix the term or life of the corporation. The time must be fixed, and a charter cannot be obtained for a longer term than that fixed by the law. It must also, when incorporated, and where required by the statute, show the amount of capital stock actually paid in. The statute regulating national banks provides when and how the capital shall be paid.3 $25. Purpose of corporation. The articles must also set out the purpose of the corporation. This is obvious, especially where the Constitution of the State prohibits a corporation from performing any business other than that for which it is incorporated. For example, a bank incorporated to conduct a general commercial banking business should not be permitted under a commercial charter to conduct a savings bank business, a dry goods business, or a real estate business. This question is more fully discussed under a subsequent chapter upon the powers of banks. 38 5140 R. S. U. S. $26. Location. It must also have a place where its principal business is to be transacted. The National Banking Act, section 5190, Revised Statutes, United States, provides that the usual business of the bank shall be transacted at an office or banking house located in the place specified in its organization certificate. The question as to whether a national bank can have a branch office in the same town is discussed (see organization of branch banks).4 § 27. Capital required. The statute of each State must be complied with as to the amount of the capital required to be paid up, and whether it shall be paid in money or otherwise. In Pacific Trust Co. v. Dorsey, 72 Cal. 55, the court holds that a promissory note given cannot be received as cash or as capital paid up. The court says: "The defendant's note was actually received by the corporation, and was a thing in action or evidence of debt. The first section of the act concerning corporations, and persons engaged in the business of banking 'required every corporation, and all persons doing a banking business in this State, in January and July of every year, to publish and file for record a sworn statement of the amount of capital actually paid into such corporation, or into said banking business; provided that nothing shall be deemed capital actually paid in, except money bona fide paid into the Treasury of such bank; and under no circumstance shall the promissory note, check or other obligation of any director or stockholder, or of the proprietors or proprietor of any such bank, be treated, computed, or in any manner considered any part of such actually paid-in capital.' "Under this statute defendant's note could not be advertised to the world, or treated as a part of the paid-up capital of the bank." § 28. Requirements of law essential. The process of creating a corporation being an artificial one, all the requirements contained in the general law are held to be essential.”. 4 Mershants' Nat. Bank r. State Nat. Bank, 10 Wall. 604, Burton v. Burley, 9 Biss. U. S. 253; Arm strong . Second Nat. Bank of In the case of Martin v. Deetz, 102 Cal. 55, the court says: "As to the necessity of filing the articles with the proper county clerk, the law as deduced from the authorities cited is thus stated in Morawetz on Corporations, section 27: 'A substantial compliance with all the terms of a general corporation law is a pre-requisite of the right of forming a corporation under it. Thus, where it is provided that a certificate or articles of association, setting forth the purposes of the corporation about to be formed, the amount of its capital and other details, shall be filed with some public officer, and performance of this requirement is essential; and until it has been performed the association will have no right whatever to assume corporate franchises.' And again, the same author says: 'In order to prove the existence of a corporation de jure, i. e., a corporation having a legal right to exist, it is necessary to prove not only the existence of a corporation. de facto, but also the legislative authorization of its existence. A public law authorizing the formation of a corporation will be judicially recognized without proof; but proof would be necessary to establish that the corporation was formed pursuant to the law, and that any conditions precedent to the legal right of forming the corporation have been fulfilled.'" It is held in the case of Mokelumne Hill Min. Co. v. Woodbury, 73 Am. Dec. 658, that the filing of a certified copy .of articles of incorporation with the Secretary of State is not necessary in order to acquire a corporate existence for certain purposes. When the articles are filed with the County Clerk, as far as individuals are concerned, the corporation acquires a valid legal existence. The filing of a certified copy with the Secretary of State is exclusively a matter between the corporation and the State, for which the latter alone has a remedy by direct proceeding. § 29. Organization, when complete. The organization of a bank becomes complete when the laws have been complied with; and when the certificate of authority has been issued by the proper authority, it is held by the Supreme Court of the United States, in the case of Casey v. Galli, 94 U. S. 673, that the plea of nultiel corporation cannot be interposed as against said certificate, the court says: |