The first step for the organizers is to sign and file with the Superintendent of Banks, at Albany, a notice of intention to in corporate as a bank. The notice should be in duplicate, duly acknowledged, and signed by five natural persons, and should give the name, location, and the amount of capital stock of the proposed bank. Upon receipt of the notice the Superintendent of Banks designates in the town or vicinity a newspaper in which the notice must be published for four successive weeks. In addition a copy of the notice is mailed to each state bank and trust com pany doing business in the town where the bank is to be located.
Within ten days after the final publication of the notice the org. nization certificate should be forwarded to the Superintend ent, together with the by-laws, affidavits, and other evidence showing that the requirements as to publication and notice to other banks and trust companies have been complied with. The organization certificate must contain the names of the five per sons who signed the certificate of intention, together with a state ment of the name of the bank, its location, the amount of capital stock and number of shares, the name and place of residence of each incorporator with the number of shares subscribed by each, the term of the bank's existence, and the number of directors. The organization certificate is signed by the five persons who signed the certificate of intention to organize. The certificate may also prescribe the manner in which stock may be transferred and the number of directors necessary to constitute a quorum.
When the organization certificate is approved as to detail by the Superintendent of Banks, he proceeds during the next sixty days to learn the character, responsibility, and general fitness of the persons named in the certificate, in order to decide whether they warrant the opinion that the bank will be honestly and efficiently conducted in accordance with the laws of the state.
If he approves the certificate, he notifies the organizers to that effect. One of the duplicate certificates is kept in the office of the Superintendent and the other filed with the clerk of the county in which the bank is located.
Authorization Certificate The corporate existence of the bank dates from the approval of the organization certificate. But the bank is not permitted to transact business until all its capital stock has been fully paid, in cash, and an affidavit that it has been so paid has been sub scribed and sworn to by two principal officers. The affidavit is filed in the county clerk's office and a certified copy of it sent to the Superintendent of Banks. The bank must keep on deposit
with the Superintendent, during its existence, stocks or bonds of the state of New York or the United States to the amount of $1,0cx); these are registered in the name of the Superintendent and held in trust for the bank, and the interest on them may be collected by the bank so long as it continues solvent. When all requirements of the law as to certificate of intention, certificate of organization, payment of capital, and deposit of securities have been complied with, the Superintendent must within six months after the date on which the organization certificate was filed with him for examination, but in no case after that time, issue, in triplicate, an authorization certificate to the persons named in the organization certificate.
The authorization certificate states that the bank has com plied with all lawful requirements of the state, that it is authorized to transact business within the state and that it can be safely entrusted with such business. One certificate is sent to the bank, one filed with the Superintendent, and the third with the county clerk, together with the organization certificate. Upon receipt of the authorization certificate the stockholders should proceed at once to elect a board of directors, who in turn should organize and elect a president, who must be chosen from their own number, together with a vice-president and such other officers as are re quired by their by-laws.
Qualifications of Directors The qualifications for the directors of a New York state bank are the same as for the directors of a national bank, that is, the directors must be citizens of the United States and in the case of three-fourths of the board's membership they must reside in the state at the time of election and during their term of office. Each director must be a stockholder of the bank and own shares in the sum of at least $i,000 when the capital is $5o,000 or over, and in the sum of $500 when the capital is less than $50,000. Each director, whether appointed or elected, must be duly subscribed and sworn by an officer authorized to administer oaths, who must certify to the affidavit and transmit it to the Superintendent of Banks. The tenure of office of a director extends to the next annual meeting of the stockholders, which is usually held in January. In case vacancies should occur in the interval, to a number not exceeding one-third of the board, the remaining members may fill them. Meetings of directors must be held not less often than once a month.