ARTICLES OF ASSOCIATION 
 
 OF TUK 
 
 ATIONAL BAN 
 
 'r 
 
 IN THE 
 
 CITY OF NEW YORK. 
 
 NEW YORK: 
 
 HOSFORD & CO., STATIONERS AND PRINTERS.. 
 No. (» 6 Wall S t k k e t . 
 
 1 86 6. 
 
ARTICLES OF ASSOCIATION 
 
 OF Tsr. 
 
 NATION^AL BANK, 
 
 TV THE 
 
 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 afSx- 
 ed, have associated, and by these presents do associate ourselves, 
 under and pursuant to the provisions of the Act of the Legislature 
 of the State of New York, entitled '*An Act to authorize the bu- 
 siness of Banking," passed April 18, 1838, and the Acts of said Le- 
 gislature additional thereto and amendatory thereof, upon the fol- 
 lowing terms, for the purpose of conducting the business of Banking: 
 
 ARTICLE I. 
 
 Sec 1. The name of this Association shall be, "The National ^fams and 
 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 Fifteen Hun- 
 dred Thousand Dollars, divided into Thirty Thousand Shares, of 
 Fifty Dollars each, with power and authority to hereafter increase 
 the same, in the mode provided for in Article YIIL, Sec. 4 of 
 these Articles, to an amount not exceeding Five Millions of Dol- 
 lars. All the Stockholders of the Corporati.on, known as " the 
 President, Directors, and Company of the National Bank, in the 
 City of New York," shall have the privilege of subscribing for double 
 
A/' 
 
 the nurabLT of Shares which shall be lield bv each of them on the 
 first day of A ngust next, provided thej shall do so ou or before 
 that day; and any nmnber of Sliares which may not be snbscribed 
 for, under the above privilege, may be apportioned to the other sub- 
 gcril)ers, or sold at auction or otiierwise, at not less than par, as 
 the Directors may determine, for tlie benefit of the Association. 
 
 The Capital Stock beyond the snui of ]S'ine Hundred and Tiiirty- 
 seven Tiiou.sand Five Hundred r>0!!ars, shall be called in at the 
 discretion of the Directors, at a'iy time hereafter, notice of at least 
 two months being- previously Liiven by publication in two of the 
 Daily Newsjiapers printed and i>ublished in the City of Xew York: 
 and if any Shareholder, or his or her le-ial representatives, shali omit 
 to make payment in pursuance of such notice, the Shares on which 
 payment shali l)e so omitted, toirether with all previous ]»aymenis 
 tiiereon. may be forfeited by tiie Director* to the use of the Asso- 
 ciation, without further notice to such ^shareholder, or to his or 
 her legal representatives. And the President of the Association 
 for the time being is herei^y ex]>ressly and irrevocably empowered 
 to sell the Simresso forfeited, for and on account of the Association, 
 and thereupon to transfer the same to the })urchasf^r or purcha>ers. 
 
 Sec 3. The Association shali commence on the second day of 
 January, one thousaud eight hundred aud fifty-seven, and shall ler- 
 miuate on and with tlie first day of January, one thousand "dne 
 hundred and fifty-seven. 
 
 ARTICLE II. 
 
 fower'= Sec. 1. The object of the Association is to carry on the bu>'ne>> 
 
 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 tiie 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 exer- 
 ci>iug all such incidental powers as shall b« necessary to carry on 
 such business: aud also by exercising any aud every other such ad- 
 ditional power or powers that Associations formed under said Act 
 now are or hereafter may be authorized by law to exercise, except 
 that the Associatiou shali not loan money on a pledge of shares of 
 its own stock. 
 
5 
 
 Sec. 2. The AssociatioQ shall not deal or traffic in lands or f'«^'''^g;?'" 
 
 land andmer- 
 
 merchandize, except it mav purchase, hold, and convey real and chandizehow 
 
 ' ^ . r > ' . f^ij. prohibit. 
 
 personal estate for the following- purposes: e<?. 
 
 1. Sucli real estate as shall b^- necessary for its immediate ac- 
 commodation in the convenient transaction of its business. 
 
 '2. Such real aud personal estate, or either, as shall be mortgag- 
 ed or pledged to it, in good faith, V)y 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 jshall purchase at sales under judgments, decrees, or 
 mortgages held by rlie Association. 
 
 ARTJCI.K in. 
 
 Sec. I. The powers of the Association shall b* exorcised, and co^ciuc- 
 its business be conducted by nine Directors. Every director shall 
 be a citizen of the United Stares of America, aud shall own and p-'fe^to^^ 
 hold, at all times, in his own rielit, at l^ast sixty shares of the Cap- 
 ital Stock of the Association. 
 
 Sec. -2. The following persons shall "he the first Directors of the J^^JJ^ 
 Assoeiation, to wit: 
 
 James. G.illatin, Robert Hvslop, 
 
 Adrian Iselin, Lavielle du Berceau, 
 
 John F. A. Sanford. Edward Thebaud, 
 
 Y. Duraxd. O. H. p. Noyes. 
 
 A. Husch; 
 
 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.^Jdem'^'^ 
 elect one of their number to be President of the Association. 
 
6 
 
 Board orQ;;o- 
 ram. 
 
 Appoiutment 
 or Caslu'ii- 
 auc! otiier of- 
 
 To make iii 
 
 Sec. 4. A majority of tlie Directors for the time being, shall form 
 a board or quorum for transacting the business of the Association, 
 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 
 have power to a})poiut a Cashier, and as many officers, clerks, 
 agents, 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 
 Guch 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 offi- 
 ors, 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 
 defray all its expenses, and twice in each year may declare and pay 
 siich dividends as they may deem expedient, afid as shall be lawful^ 
 out of the surplus profits of the Association, to the Stockholders, 
 their autiiorized Attorneys, or their legal representative.^: of which 
 dividends notice shall be immediately published, for at least (en days, 
 in two daily newspapers printed in the City of New York. Any 
 interest accruing on unclaimed dividends shall belong to the Asso- 
 ciation. 
 
 ARTICLE V. 
 
 Sec. 1. The Board of Directors may invest such portions of tiie 
 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 monev. 
 
 Transfer of 
 Stock. 
 
 Sec. 2. The Board of Directors shall cause suitable books to be 
 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 
 
7 
 
 recorded; and every transfer to be valid shall be made on the books 
 of the Association, and shall be signed by the Shareholder, his At- 
 torney, or legal representative. 
 
 Sec. 3. Every transfer of Shares of said Capital Stock shall be 
 made and taken, expressly subject to all the conditions and stipula- 
 tions contained in these Articles, and shall be executed and authen- 
 ticated in such manner a>: the Board of Directors shall from time to 
 time prescribe. 
 
 Sec. 4 Tlie Board of Directors may close the transfer books 9"^/''=^''''^^" 
 from time to time, as the convenience of the Association may re- 
 quire. 
 
 ARTICLE VI. 
 
 Sec. 1. Tlie first election of Directors of the Association shall Election of 
 
 Director';. 
 
 be held in the City of NevN' York, on the second Tuesday in Janu- 
 ary, in the year one thousand eight hundred and fifty-eight, and the 
 annual election thereafter on the second Tuesday of January in each 
 year, at such time of tiie day and at such place in the City of Nevf 
 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 Notice of 
 
 election. 
 
 in two of the daily newspapers printed in the City of 2se\v York, 
 for at least ten days immediately preceding the day of election. 
 
 Sec. 3. At the first and everv subsequent election for Directors ^-lectiun ui 
 
 " * In.spoctori 
 
 of the Association, three persons shall be chosen by the Associates 
 or Shareholders entitled to vote for Directors, as Inspectors of the 
 uext 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-J'r^t luipec 
 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: 
 
 William B. Astor, Stephen Brush, Daniel Cashman, any two of 
 whom shall be competent to act; and the Board of Directors for J'^^'jfjCJ^j''' 
 the time being are hereby authorized to supply any vacancy that 
 
8 
 
 Election of 
 Directors. 
 
 N amber of 
 Directors. 
 
 may occur from time to time by the deatli or removal from the 
 Citv of New York of any or either of said Inspectors above named, 
 or oi any Inspector or Inspectors who may hereafter be elected, 
 or which Tacancy may occur by the refusal to serve, or neglect 
 to attend on tin; days of election, of any Inspector or Inspectors. 
 
 Sec. 5. All elections for Directors of the Association shall be 
 l)y ballot, and shall be conducted by the Inspectors agreeably to the 
 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 nine persons who, at each annual election here- 
 after to be held, shall have the greatest number of votes shall be 
 the Directors. 
 
 Organize af- 
 ter election. 
 
 Failure to 
 elect Direc- 
 tors. 
 
 Sec. (). The Directors thus elected shall take their seats at the 
 Hoard on tlie day succeeding the second Tuesday in January in 
 each year, and shall, as soon as may be, proceed to organize and to 
 elect l)y ballot one of their number t^p be President of the Associa- 
 tion. And if any Director of the Association shall cease to hold, 
 in his own right, sixty shares of the Capital Stock of the Associa- 
 tion, he shall thereby vacate his place as such Director; luid when- 
 ever any vacancy shall happen, from any cause whatever, the same 
 shall be filled for the remainder of the year by such person or per- 
 sons as tlie Directors for the time being, or a majority of them, shall 
 appoint. 
 
 Sec. 7. The failure, for any cause, to elect Directors on any day 
 v/hereon such election should have been held, as herein specified or 
 appointed, sliall 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 Seq. 1. The President of the Association for the time being 
 
 powers of . . 
 
 President, shall preside at any meeting of the Board of Directors at which he 
 shall be present, and the said President is hereby indicated as the 
 
9 
 
 offrcer to whom conveyances shall be made of real estate, to take, 
 hold, and convey the same in behalf of the Association, according 
 to the provisions of the said Acts of the Legislature: and he is 
 hereby authorized 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 
 l)roperty due or belonging- 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 whicli it may hold, and to re- 
 lease and tlischarge the whole or any part of the property mort- 
 s>aged or encumbered; and also to sell and transfer any public debt, 
 stocks, Of other property belonging or pledged to the Association; 
 and to receive any dividends arising therefrom; and for any of the 
 foregoing or otiier similar purposes, an Attorney at law or in fad 
 under him at any time to appoint. 
 
 Sec. 2. In case of the absence or inabiiiiy of the President, for 
 any cause, to act as President, the Board may elect a Chairman or {^'^^"^^'^^P'"^ 
 President pro tetu., with i)Ower to perform the duties of the Presi- 
 dent, until the inability shall cease, or until a new PrCvsident shall 
 be ap])ointed. 
 
 8ec. The President and Cashier shall sign all Certificates 
 
 of stock to be 
 
 of Stock to be issued by the Association. sigmed. 
 
 Sec. 4. The Cashier shall keep minutes of the proceedings of ^^'n*^^^^' 
 the Board of Directors, or in his absence they shall be kept by the 
 President, 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 Additional 
 discretion, accept and exercise any additional powers or privileges pHviipges.*^ 
 which 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 ActDirectorsmay 
 or Acts of Incorporation for Banking purposes, and upon such con- incorpora- 
 
 ^ tion. 
 
10 
 
 ditions as they may deem expedient; and may cause to be transfer- 
 red and conveyed to the body corporate so to be created, all the 
 property of the Association. 
 
 Amendment ^Ec. 3. Two-thirds iu number of the Directors for the time be- 
 
 of Articles. 
 
 ing may, at any time or times hereafter, propose amendments to 
 these Articles. Such amendments shall be published at length, 
 once in each week, for at least three successive weeks, in two daily 
 newspapers printed in the City of New York; and if after such pub- 
 lication, 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 
 Attorney or Attorneys; such amendments, on recording the same, 
 together with such written act of consent, in the offices, and in the 
 manner provided by law for filing or recording the Certificate of 
 Association, shall become and be a portion of these Articles. 
 
 Increase of Sec. 4. The Board of Directors for the time beino: is hereby 
 
 CapitalStock. . . . ^ - • • 
 
 empowered, in behali of the Association, from time to tmie to in- 
 crease its Capital Stock, until such Capital Stock shall amount 
 to five millions of dollars, and also to increase the number of Asso- 
 ciates; but no increase of the Capital Stock shall be made, unless 
 by a vote of three-fourths of the Directors of the Association; and 
 in case of any such increase to the Capital Stock, the additional 
 Shares of Stock shall be offered in the first instance, at par, (by 
 publishing a notice thereof, once in each week, for at least six^ 
 weeks successively, in two of the daily newspapers, to be printed in 
 ner tlTbe'dS ^^^^ ^^"^ York) to the Shareholders existing at the expira- 
 tributed, tiou of sucli noticc, in rateable amounts, proportioned, as nearly as 
 may 1)e, to the number of shares held by them respectively. Such 
 of the additional Shares as shall not be taken by such Shareholders 
 within ten days after the expiration of such notice, may be disposed 
 of by the Directors for the benefit of the Association, at not less 
 than par. Whenever any increase shall be made to the Capital 
 Stock of this Association, the persons taking the additional Shares 
 shall, by an instrument in writing, signed and sealed by them, or 
 their authorized Attorney, specify the number of Shares taken by 
 them respectively, with their places of residence, and shall therein 
 acknowledge that they take such additional Shares, subject in all 
 
11 
 
 respects to the stipulations, conditions, and limitations in these Ar- 
 ticles contained and declared, with respect to the shares now ex- 
 isting, as perfectly as if such additional Shareholder was a subscrib- 
 er hereto. 
 
 All which Articles, we, the undersigned Associates, for ourselves 
 and our several and respective executors, administrators, and 
 assigns, each for himself, and not the one for the other, do hereby 
 severally and mutually covenant and agree to stand to, abide and 
 perform; and iu testimony hereof, we, the undersigned Associates, 
 have hereunto, at the City of New York, on the day and year first 
 above written, interchangeably set our hands and seals, and have 
 specified opposite to our respective seals our respective places of 
 residence, and the number of Shares of the Capital Stock of the 
 said Association held by us respectively, subject to all the condi- 
 tions and stipulations contained in the foregoing Articles, or the 
 Constitution and Laws of this State. 
 
i£x HtbrtB 
 
 SEYMOUR DURST 
 
 When you leave, please leave this hook 
 
 Because it has been said 
 "Ever'thing comes t' him who waits 
 
 Except a loaned book." 
 
 
 
 
 
 
 
 
 
 
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