may, at his option, demand one receipt for the whole of the stock, or separate receipts for any portions of the stock so held by him, and such receipt or receipts shall be delivered to him accordingly: Provided that no receipt shall be delivered for a portion of stock less than two hundred and fifty rupees.

For every certificate and receipt delivered under this section there shall be Fees for certificates and paid such fee as may for the time being be prescribed under section sixty-three, clause (k): Provided that no fee shall be payable for certificates or receipts delivered to the persons referred to in section four for shares in or stock of the Bank.

receipts.

Certificates and receipts to be evidence.

19. The stock and

Stock and shares to be

moveable property.

Every such certificate and receipt shall be primâ facie evidence of the title of the shareholder or proprietor to the shares or stock therein specified.

shares of every proprietor and shareholder shall be moveable property, capable of being transferred in manuer provided by the regulations contained herein, or in any other Act regulating the Bank for the time being in force, and shall not be of the nature of immoveable property; and each share shall be distinguished by its appropriate number.

20. Every transfer of stock or shares may be by endorsement on the certificate or in such other form as the Board from time to time may approve, and shall be presented to the Bank accompanied by such evidence as the Board may require to prove the

Form of transfer to be approved by Board.

Every such transfer

Board may require evidence of transmission.

Transferor to remain proprietor till transfer registered.

title of the transferor.

shall be verified in such manner as the Board require, and the Board may refuse to register any such transfer until the same be so verified, and, in the case of shares not fully paid up, unless the transferee is approved by the Board.

The transferor shall be deemed to remain the proprietor or holder of the stock or shares transferred until the name of the transferee is registered in respect thereof. 21. The directors may from time to time close the register and transfer-books of the Bank for any period or periods not exceeding in the whole thirty days in any twelve consecutive months.

Power to close transferbooks.

Corporation to consist of registered proprietors or

shareholders only.

and except for the

Notice of trusts.

22. The proprietors and shareholders for the time being, and no other persons, shall be members respectively of the bodies corporate hereby constituted, purpose of excluding the provisions of section seventeen, the Bank shall not be bound or affected by notice of any trust to which any stock or share may be subject in the hands of the proprietor or holder thereof;

and when any stock or share is vested in more than one proprietor or holder, such proprietors or shareholders shall, as between themselves and the Bank, be considered as joint owners with benefit of survivorship :

Shares vested in several holders.

Provided that, as regards voting at meetings, service of notices, and receipt of dividend, the person whose name stands first in the register as one of the proprietors or holders of such stock or shares shall be deemed the sole proprietor or holder thereof.

23. When by the

Transmission of stock or

shares of deceased proprie

death of any proprietor or shareholder his stock or shares shall devolve on his legal representative, the bank shall not be bound to recognize any legal representative of such proprietor or shareholder other than a person who has taken out, from a Court having jurisdiction in this behalf, probate of the will or letters of administration to the estate of the deceased.

tors or shareholders.

Transmission on insolvency or inarriage.

Any person becoming entitled to stock or shares in consequence of the insolvency or bankruptcy of any proprietor or shareholder, or in consequence of the marriage of any female proprietor or shareholder, may be registered as a proprietor or shareholder upon such evidence being produced as the directors may from time to time require.

CHAPTER VI.

DIRECTORS.

24. The business of the Bank shall be managed by the Board, which shall in the first instance consist of six directors, and may subsequently consist of such number, not less than six, and not more than

Board.

nine, as may be fixed by a special resolution.

Such directors shall be selected by vote of a general or special meeting. Three of the directors shall form a quorum for the transaction of business.

Quorum.

Present directors to be

continued.

25. The persons who, on the first day of May 1876, are respectively directors of the Bank of Bengal, the Bank of Madras, and the New Bank of Bombay, Limited, shall be respectively directors of the Bank of Bengal, the Bank of Madras, and the Bank of Bombay, as constituted by this Act, subject to removal as hereinafter provided and to the other provisions herein contained.

Two directors to go out by rotation annually.

26. The two directors who have been longest in office shall go out of office at the general meeting.

Any director so retiring may be re-elected at such meeting; and if any question arise as to which of the directors who have been the same time in office shall retire, such question shall be decided by the directors by ballot.

Qualification of directors.

27. Clause 1.-No person shall be qualified to serve as a director of a Bank who is not a proprietor or holder in his own right of unencumbered stock or shares of such Bank, to the nominal amount of ten thousand rupees at the least.

Disqualification of direc- Clause 2.-No person shall be qualified to serve as a director

tors.

If he holds the office of director, provisional director, promoter, agent or manager of any other joint-stock Bank established, or having a branch or agency, in British India, or advertised as about to be established, or to have a branch or agency, in British India; or

If he is a salaried officer of Government not specially authorized by the Governor-General in Council to serve as a director;

And the office of director shall be vacated

If the person holding it resigns his office or dies;

If he accepts or holds any other office of profit under the Bank;

If he becomes insolvent or bankrupt, or compounds with his creditors;

If he is declared lunatic, or becomes of unsound mind;

If he is absent from the Board for more than three consecutive months;

If he ceases to hold in his own right the amount or number of unencumbered stock or shares required to qualify him for the office.

Clause 3.-No two persons who are partners of the same mercantile firm, or one Co-partners of same firm of whom is the general agent of, or holds a power of pronot to serve as directors at curation from, the other, or from a mercantile firm of same time. which the other is a partner, shall be eligible or qualified to serve as directors at the same time.

Clause 4-The proprietors or shareholders may by a special resolution passed Power to remove directors. by the votes of proprietors or shareholders holding in the aggregate not less than one-half of the capital, remove any director before the expiration of his period of office, and appoint, in his stead, a qualified person, who shall in all respects stand in his place.

28. At the first meeting of the directors in every year, they shall choose a Directors to choose presi- president and vice-president from among themselves, and dent and vice-president. whenever the office of president or vice-president becomes vacant, they shall, at their next meeting, choose a successor for the remainder of the current year.

Chairman.

The president, or in his absence the vice-president, shall be chairman at all meetings whether of directors or of proprietors or shareholders, or of proprietors and shareholders, and shall have an additional or casting vote in all cases of an equal division of votes: Provided that if both the president and vice-president be absent at any meeting, the directors present shall elect a chairman for such meeting, from

Casting vote.

among themselves, and such chairman shall, in case of an equal division of votes, have an additional or casting vote

29. The Board shall have power at any time, and from time to time, to supply any vacancies in their number arising from the death, resignation, or disqualification, under section twenty-seven, of any director.

Vacancies among directors how filled up.

Any director so appointed shall, for the purposes of section twenty-six, be considered to have held office from the date on which the director in whose place he is appointed was elected, or (where such director was appointed under this section) from the date on which his mediate or immediate predecessor was elected. Acts of directors valid not- 30. All acts done by any person acting in good faith

withstanding

subsequent

as a director shall be as valid as if he was a director not

discovery of disqualification. withstanding it be afterwards discovered that there was some defect in his appointment or qualification.

31. Every director shall be indemnified by the Bank against all losses and expenses incurred by him in or about the discharge of his duties, Indemaity of directors. except such as happen from his own wilful act or default. No director shall be responsible for any other director or for any officer, clerk or servant of the Bank, or for any loss or expense happening to the Bank by the insufficiency or deficiency of value of, or title to, any property or security acquired or taken on behalf of the Bank, or by the insolvency, bankruptcy or wrongful act of any customer or debtor of the Bank, or by anything done in the execution of the duties of his office or in relation thereto, or otherwise than for his own wilful act or default.

CHAPTER VII.
OFFICERS OF THE BANK.

32. The directors shall have power

Appointment, salaries, sus

to

appoint such officers, clerks and servants as pension and removal of may be necessary to conduct the business of the Bank,

officers.

to grant salaries, pensions and other emoluments to such officers, clerks and servants, and

to suspend or remove any officer, clerk or servant of the Bank. 33. The Secretary and such other officers of the Bank as the directors may by Accounts, receipts and writing notify in the local official Gazette (and in the case documents of Bank by whom of the Bank of Bengal, also in the Gazette of India) are hereby severally empowered for and on behalf of the Bank to endorse and transfer promissory notes, stock receipts, stock, debentures, shares, securities and documents of title to goods standing in the name of, or held by, the Bank,

to be signed.

and to draw, accept and endorse bills of exchange, bank post-bills, and letters of credit, in the current and authorized business of the Bank,

and to sign all other accounts, receipts and documents connected with such business

Officers forbidden to engage

34. No Secretary, Inspector, Manager, or Accountant

in other commercial business. in the service of the Bank,

and no Khazáuchi, Cashier or Shroff in the service of the Bank at the principal Office,

and without the previous sanction of the Board, no Agent, Khazánchi, Cashier or Shroff at any branch or agency of the Bank,

shall engage in any other banking or commercial business, either on his own account or as agent for any other person or persons, or shall act as broker or agent for the sale or purchase of Government or other securities.

35. Every person appointed to hold, or act in any one or more of the said offices and every other officer from whom the directors may Security from officers. from time to time think fit to require it, shall give security to the directors, for the faithful discharge of his duty to the satisfaction of the directors, in such amount and in such manner as they think proper.

The security to be given as aforesaid by the person holding or acting in the office of Secretary shall not be in a less amount than fifty thousand rupees.

Business which Banks may transact.

CHAPTER VIII.

BUSINESS.

36. The Bank is authorised to carry on and transact the several kinds of business hereinafter specified (that is to say)

(a) the advancing and lending money, and opening cash-credits, upon the security of

(1) promissory notes, debentures, stock and other securities of the Government of India, or of the United Kingdom of Great Britian and Ireland; (2) bonds, debentures and annuities charged by the Imperial Parliament on the revenues of India ;

(3) stock or debentures of, or shares in, Railway or other Companies, the interest whereon shall have been guaranteed by the Secretary of State for India in Council;

(4) debentures or other securities for money issued by, or on behalf of, any municipal body under the authority of any Act of a legislature established. in British India ;

(5) bullion or other goods which, or the documents of title to which, are deposited with, or assigned to, the Bank as security for such advances, loans or credits; and

(6) accepted bills of exchange and promissory notes indorsed by the payees : Provided that such advances and loans may be made, if the directors think fit, to the Secretary of State for India in Council, without any specific security;

(b) the selling and realization of the proceeds of sale of any such promissory notes, debentures, stock-receipts, bonds, annuities, stocks, shares, securities, bullion or goods, which, or the documents of title to which have been deposited with, or assigned to, the Bank as security for such advances, loans or credits, or which are held by the Bank, or over which the Bank is entitled to any lien or charge in respect of any such loan or advance or credit or any debt or claim of the Bank, and which have not been redeemed in due time in accordance with the terms and conditions (if any) of such deposit or assignment;

(c) the drawing, discounting, buying and selling of bills of exchange and other negotiable securities payable in India, or (in the case of the Bank of Madras) in Ceylon ;

(d) the investing of the funds of the Bank upon any of the securities specified in paragraph (a) of this section, clauses (1), (2), (3), and (4), and converting the same into money when required,

and from time to time altering, converting and transposing such investments for or into others of the investments above specified;

(e) the making, issuing and circulating of bank post-bills and letters of credit made payable in India, or (in the case of the Bank of Madras) in Ceylon, to order, or otherwise than to the bearer on demand;

(f) the buying and selling of gold and silver, whether coined or uncoined; (g) the receiving of deposits and keeping cash accounts on such terms as may be agreed on;

(h) the acceptance of the charge and management of plate, jewels, title deeds or other valuable goods on such terms as may be agreed upon;

(i) the selling and realising of all property, whether moveable or immoveable, which may in any way come into the possession of the Bank in satisfaction or part satisfaction of any of its claims;

(j) the transacting of pecuniary agency business on commission;

(k) the acting as agent on commission in the transaction of the following kinds of business (namely)

:

(1) the buying, selling, transferring and taking charge of any securities, or any shares, in any public Company;

(2) the receiving of the proceeds, whether principal, interest or dividends, of any securities or shares ;

(3) the remittance of such proceeds at the risk of the principal by public or private bills of exchange, payable either in India or elsewhere;

(2) the drawing of bills of exchange, and the granting of letters of credit, payable out of India, for the use of principals for the purpose of the remittances mentioned in the last preceding clause of this section;

(m) the buying, for the purpose of meeting such bills or letters of credit, of bills of exchange payable out of India, at any usance not exceeding six months;

(n) and, generally, the doing of all such matters and things as may be incidental or subsidiary to the transacting of the various kinds of business hereinbefore specified.

(0) It shall also be lawful for the Bank under any arrangement or agreement with the Secretary of State for India in Council

(1) to act as banker for, and to pay, receive, collect and remit money, bullion and securities on behalf of the Government;

(2) to undertake and transact any other business which the Government may from time to time entrust to the Bank.

And the directors shall have power from time to time to arrange and settle with the Governor General in Council the terms of remuneration on which such business shall be undertaken by the Bank, and also as to the examination and audit from time to time of the accounts and affairs of the Bank by or on behalf of the Governor-General in Council.

37. The directors shall not transact any kind of banking business other Business which Banks may than those above specified, and in particular they shall not make any loan or advance

not transact.

(a) for a longer period than three months; or

(b) upon the security of stock or shares of the Bank of which they are directors; or

(c) upon mortgage, or in any other manner upon the security, of any immoveable property, or the documents of title relating thereto.

(d) Nor shall they lend or advance, by discount of bills or otherwise, to any individual or partnership firm (except upon the security mentioned in section thirty six, paragraph (a), numbers (1) to (5) inclusive), any sums of money exceeding in the whole at any one time such sum as may be prescribed by the bye-laws for the time being in force.

(e) Nor shall they discount or buy, or advance and lend, or open cashcredits on the security of any negotiable instrument of any individual or partnership firm, payable in the town or at the place where it is presented for discount, which does not carry on it the several responsibilities of at least two persons or firms unconnected with each other in general partnership.

(f) Nor shall they discount or buy, or advance and lend, or open cash-credits on the security of any negotiable security having at the date of the proposed transaction a longer period to run than three months, or if drawn after sight, drawn for a longer period than three months: Provided that, in the case of the Bank of Madras, the directors may discount negotiable securities payable in Ceylon having at the date of the transaction a period to run not exceeding four months. Nothing contained in this Act shall be deemed to prevent the directors from Overdrawing. allowing any person who keeps an account with the Bank from overdrawing such account without security, to the extent of sums not exceeding at any one time two thousand rupees in the whole. 38. Until the expiration of at least fourteen days after notice has been given Sums payable by or to by notification of the Governor-General in Council pubGovernment to be payable lished, in the case of the Bank of Bengal, in the Gazette of India and the Calcutta Gazette, and in the cases of the Bank of Madras and the Bank of Bombay, in the local official Gazette, that the Bank will no longer act as banker for, or pay, receive, collect or remit money, bullion and securities on behalf of the Government,

at Banks.

all sums payable by or to the Secretary of State for India in Council, or by or to the Governor-General in Council, or the Government of Bengal or the Governor of Fort St. George in Council or the Governor of Bombay in Council, on behalf of the Secretary of State for India in Council, at the General Treasury of Fort William in Bengal, or at the General Treasury at Madras, or at the General Treasury at Bombay,

shall be payable

in the case of the Secretary of State for India in Council, or the Governor