ARTICLES OF ASSOCIATION MERCHANTS' BANK, CITY OF NEW-YORK. NEW-YORK : WILLIAM W. ROSE, STATIONER, PRINTER, ENGRAVER, &c. X o . 17 Wall Street. 1855. lEx ICtbrta SEYMOUR DURST When you leave, please leave this book Because it has been said "Sver'thing comes t' him who waits Except a loaned book." Avery Architectural and Fine Arts Library Gift of Seymour B. Durst Old York Library ARTICLES OF ASSOCIATION OF THE MERCHANTS' BANK, CITY OF NEW-YORK. Articles of Association, made and entered into at the City of New-York, this day Witness, That we, whose hands and seals are hereunto subscribed and affixed, have associated, and by these presents do associate our- selves, under and pursuant to the provisions of the Act of the Le- gislature of the State of New-York, entitled " An Act to authorize the business of Banking," passed April 18, 1838, and the Acts of said Legislature additional thereto and amendatory thereof, upon the following terms, for the purpose of conducting the business of Banking. ARTICLE I. Sec. 1. The name of this Association shall be, "The Merchants' Name and Place. Bank, in the City of New-York," and its business of discounts and deposits is to be carried on in the City of New- York. Sec. 2. The amount of its Capital Stock shall be $1,500,000, Capital, divided into thirty thousand shares of fifty dollars each. Should it be deemed advisable at any future time that the Capital be en- larged, it may be so enlarged to a sum not exceeding $5,000,000 ; provided three-fourths of the stockholders in interest assent thereto, but not otherwise. 4 Duration. Sec. 3. The Association shall commence on the second day of January, one thousand eight hundred and fifty-seven, and shall terminate on and with the first day of January, one thousand nine hundred and fifty-seven. ARTICLE II. Powers. g EC> \ t The object of the Association is to carry on the business of Banking, by discounting bills, notes, and other evidences of debt, by receiving deposits, by buying and selling gold and silver bullion, foreign coins and bills of exchange, for the purposes authorized by law ; by loaning money on real and personal security ; by issuing and circulating bills and notes as permitted by law ; and by exercis- ing all such incidental powers as shall be necessary to carry on such business ; and also by exercising any and every other such additional power or powers that Associations formed under said act now are or hereafter may be authorized by law to exercise. Dealings in land Sec. 2. The Association shall not deal or traffic in lands or mer- dSe how fSpro- chandize, except it may purchase, hold and convey real and personal hlblted - estate for the following purposes : 1. Such real estate as shall be necessary for its immediate accommo- dation in the convenient transaction of its business. 2. Such real and personal estate, or either, as shall be mortgaged or pledged to it, in good faith, by way of security for loans made by or moneys due to the Association. 3. Such real or personal estate as shall be conveyed or assigned to the Association, in satisfaction of debts previously contracted in the course of its dealings : And, 4. Such as it shall purchase at sales under judgments, decrees or mortgages held by the Association. ARTICLE III. How conducted. Sec. 1. The powers of the Association shall be exercised, and its business be conducted by tfewteei* Directors. Every Director shall be Directors. M ° f a citizen of the United States of America, and shall own and hold, 5 at all times, in his own right, at least twenty shares of the Capital Stock of the Association. Sec. 2. The following persons shall be the first Directors of the Firgt Dircctors< Association, to wit : John J. Palmer, Benjamin Aymar, Robert L. Maitland, Samuel T. Carey, Benjamin B. Sherman, Alexander T. Stewart, William H. Townsend, John Auchincloss, William E. Wilmerding, William A. Hadden, Edwin A. Oelrichs; and they, as well as those persons who at any time hereafter shall be elected Directors of the Association, shall have and exercise all the powers and discharge all the duties herein or by law conferred or imposed on the Directors, and shall at all times exercise such powers and discharge such duties, until their successors shall be elected and take their seats, as hereinafter provided. Sec. 3. The Directors herein appointed, and their successors, shall ?}|°J ion of Pres * elect one of their number to be President of the Association. Sec. 4. A majority of the Directors for the time being, shall form Board or quo- a board or quorum for transacting the business of the Association, rum ' and the said board may from time to time commit or delegate such power to a committee of their own body, or to their President and Cashier, or either of them, as they may deem expedient, and such power may at pleasure annul and revoke. And the said Board shall Appointment of have power to appoint a Cashier and as many officers, clerks, agents, ofheroificers. and servants, for carrying on the business of the Association, and with such salaries and allowances as they shall deem expedient and proper ; and they shall also have power to make and prescribe such To make By- by-laws, rules and regulations not inconsistent with law or with these Articles, as they may deem expedient ; and to alter, suspend or repeal the same at pleasure ; and they shall also have power to remove from office such President, Cashier or other officers, clerks or agents at pleasure, and to appoint or substitute others in their stead. ARTICLE IV. The Board of Directors, out of the funds of the Association, shall Dividends, 6 defray all its expenses, and twice in each year may declare and pay such dividends as they may deem expedient, and as shall be lawful, out of the surplus profits of the Association, to the Stockholders, their authorized Attorneys, or their legal representatives ; of which dividends notice shall be immediately published, for at least ten days, in two daily newspapers printed in the City of New- York. Any interest accruing on unclaimed dividends shall belong to the Association. ARTICLE V. Sec. 1. The Board of Directors may invest such portions of the funds of the Association as they may deem expedient, in such pro- perty as the Association may lawfully hold, and may transfer to, or deposit with the Comptroller, or other proper officer of the State of New- York, any portion of such property as may be lawful which they may see fit, to secure the payment of the notes which they may issue as money. Sec. 2. The Board of Directors shall cause suitable books to be Transfer of stock. kept for the registry and transfer of the Shares of the Capital Stock of the Association, in which the names of its Shareholders shall be record- ed, and every transfer to be valid shall be made on the books of the Association, and shall be signed by the Shareholder, his Attorney, or legal representative. Effect of Trans- ^ Ec * 3 * Every transfer of Shares of said Capital Stock shall be fer - made and taken, expressly subject to all the conditions and stipula- tions contained in these Articles, and shall be executed and authenti- cated in such manner as the Board of Directors shall from time to time prescribe. _ . , Sec. 4. The Board of Directors may close the transfer books from Closing transfer J books. time to time, as the convenience of the Association may require. ARTICLE VI. „ " . Sec 1. The first election of Directors of the Association shall be Election of Di- rector-. h e ] c i i n the City of New-York, on the second Tuesday in January, in the year one thousand eight hundred and fifty-eight, and the annual election thereafter on the second Tuesday of January in each 7 year, at such time of the day and at such place in the City of New- York, as the Board of Directors for the time being shall appoint or designate. Sec. 2. Notice of the election for Directors shall be published in Notice of eicc- two of the daily newspapers printed in the City of New- York, for at least ten days immediately preceding the day of election. Sec. 3. At the first and every subsequent election for Directors of Election of in- the Association, three persons shall be chosen by the Associates or spectors - Shareholders entitled to vote for Directors, as Inspectors of the next succeeding election, any two of whom shall be competent to act, but neither of said Inspectors shall be an Officer or Director of the Association. Sec. 4. The three following persons are hereby chosen and ap- First inspectors, pointed as Inspectors of the first election for Directors of the Asso- ciation to be held on the second Tuesday in January, in the year one thousand eight hundred and fifty-eight. Stewart Brown, Royal Phelps, John Q. Aymar, any two of whom shall be competent to act, and the Board of Di- Vacancies to be rectors for the time being, are hereby authorized to supply any filled ' vacancy that may occur from time to time by the death or removal from the City of New-York, of any or either of said Inspectors above named, or of any Inspector or Inspectors Avho may hereafter be elected, or which vacancy may occur by the refusal to serve, or neglect to attend on the days of election of any Inspector or Inspectors. Sec. 5. All elections for Directors of the Association shall be by Elec tion of Di- ballot, and shall be conducted by the Inspectors agreeably to the rectors - conditions, requirements and provisions of Article 2, Title 2, Chap. 18, Part 1, of the Revised Statutes of the State of New-York. Each Stockholder shall be entitled, directly or by proxy, to one vote on each share of the Capital Stock of the Association owned and held by him in his own name, for at least thirty days previous to the election ; and the frwolva persons who at each annual election here- Number of d> after to be held, shall have the greatest number of votes, shall be the rectors " Directors. 8 Organize after Sec. 6. The Directors thus elected shall take their seats at the election* Board on the day succeeding the second Tuesday in January in each year, and shall as soon as may be, proceed to organize and to elect by ballot one of their number to be President of the Association. And if any Director of the Association shall cease to hold in his own right, twenty shares of the Capital Stock of the Association, he shall thereby vacate his place as such Director, and whenever apy vacancy shall happen, from any cause whatever, the same shall be filled for the remainder of the year by such person or persons as the Directors for the time being, or a majority of them shall appoint. Failure to elect S EC , *j m The failure, for anv cause, to elect Directors on anv dav Directors. . . whereon such election should have been held, as herein specified or appointed, shall not dissolve the Association, but it shall be the duty of the Board of Directors to notify and cause such election to be held within sixty days after the day herein designated for the annual election. ARTICLE VII. Duties and pow- g EC j The President of the Association for the time being, shall ers of President. o' preside at any meeting of the Board of Directors at which he shall be present, and the said President is hereby indicated as the officer to whom conveyances shall be made of real estate, to take, hold and convey the same in behalf of the Association, according to the pro- visions of the said Acts of the Legislature ; and he is hereby author- ized and empowered in his name as such President, or in the name of the Association, and under the direction of the Board of Directors to collect, receive and sue for, any moneys or property due or belong- ing to the Association, or to compound for the same ; to submit to arbitration any controversies in which it may be involved ; to cancel and satisfy, on payment or compromise, any mortgage, judgment or decree, which it may hold, and to release and discharge the whole or any part of the property mortgaged or encumbered ; and also to sell and transfer any public debt, stocks or other property belonging or pledged to the Association : and to receive any dividends arising there- from ; and for any of the foregoing or other similar purposes, an Attor- ney at law or in fact under him at any time to appoint. Sec. 2. In case of the absence or inability of the President, for 9 any cause, to act as President, the Board may elect a Chairman or President pro President pro-tem., with power to perform the duties of the President, until the inability shall cease, or until a new President shall be ap- pointed. Sec. 3. The President and Cashier shall siffn all Certificates of Certificates of n , . . stock to be sign- stock to be issued by the Association. ed. Sec. 4. The Cashier shall keep minutes of the proceedings of the Minutes. Board of Directors, or in his absence they shall be kept by the Pres- ident, Chairman or President pro tern., or a person authorized by him. ARTICLE VIII. Sec. 1. A majority of all the Directors elected, may in their dis- Additional pow- , . -IT.! • m l-i ers and privi- eretion accept and exercise any additional powers or privileges which leges, may at any time be conferred upon the Association, either by amendment of the Acts under which it is formed, or by any new enactment. Sec. 2. Such majority may also apply for, and accept any Act or Directors may Acts of Incorporation for Banking purposes, and upon such condi- incorporation, tions as they may deem expedient ; and may cause to be transferred and conveyed to the body corporate so to be created, all the property of the Association. Sec. 3. Two-thirds in number of the Directors for the time being, Amendment of may at any time or times hereafter, propose amendments to these Altlclr> ' Articles. Such amendments shall be published at length, once in each week, for at least three successive weeks, in two daily news- papers printed in the City of New- York ; and if after such publica- tion, Shareholders holding in their own right a majority of all the Shares of the Capital Stock then existing, shall consent to such amendments, by an Act in writing, by them or their authorized At- torney or Attorneys; such amendments, on recording the same, together with such written act of cousent, in the offices, and in the manner provided by law for riling or recording the Certificate of Association, shall become and be a portion of these Articles. ARTICLE IX. It being desirable that this Association shall, so far as practicable 10 take the place of the present Batik, known as "The President, Di- rectors and Company of the Merchants 1 Bank, in the City of New- York," whose charter will expire on the first day of January, one thou- sand eight hundred and fifty-seven, and to secure to this Association the benefit and advantage of the business of the said Bank, it is agreed as part of the Articles of this Association, that any of the Stockholders of the said present Bank may become members of this Association and receive a number of shares therein, equal to the number of shares they may hold in the present Bank, provided they shall do so on or before the first day of July next. All these Articles, We, the undersigned Associates, for our- selves, our several and respective Executors, Administrators and Assigns, each for himself, and not one for another, Do Hereby, sev- erally and mutually covenant and agree to stand to, abide by and perform. And in testimony hereof we have hereunto, at the City of New- York, on the day and year first above written, set our hands and seals, and have specified opposite to our respective seals, our res- pective places of residence, and the number of Shares of the Capital Stock of the said Association, taken and held by us respectively, subject to all the terms, conditions and stipulations contained in the foregoing Articles.