xt7tb27ppk3p https://exploreuk.uky.edu/dips/xt7tb27ppk3p/data/mets.xml Kentucky. 1920  books b98-61-43711159 English s.n.], : [S.l. : Contact the Special Collections Research Center for information regarding rights and use of this collection. Banking law Kentucky. Trust companies Kentucky.Speer, George C. Morris, Charles Harwood, 1872- Compilation of the banking laws of Kentucky  : State banks and trust companies / compiled by George G. Speer, Charles H. Morris. text Compilation of the banking laws of Kentucky  : State banks and trust companies / compiled by George G. Speer, Charles H. Morris. 1920 2002 true xt7tb27ppk3p section xt7tb27ppk3p 




Compilation of



The Banking Laws

          of Kentucky
   (State Banks and Trust Companies)














             Compiled by
          GEORGE G. JPEER
          CHARLES H. MORRIS
               1920

 





kg 332.1 Sp32
Kentucky.
Compilation of the banking la
KFK1365.A3 1920

 














PREFACE.



  The following pages contain laws in effect at present
with relation to the organization of banks and trust
companies, and the business of such institutions, except
as noted below. The book is not intended as a digest.
Since this compilation was commenced the act permit-
ting all State banks to do a fiduciary business has
become effective. A resume of the laws applicable to
such business would embrace the subjects of "Husband
and Wife." "Descent and Distribution," "Heirs and
Devisees,"  Curators and Comm!ittees," "Personal Rep-
resentatives," "Settlements of Estates," "Administrators
and Executors," "Gtiardian and W-ard," ' AXVills," and
other kindred subjects; therefore it was considered
impracticable to include all these subjects in this vol-
time; impossible to do so without materially increasing
the size and price of the book.
  'ro those who use this book we make the suggestion
that in case of doubt as to the enforcement of rights,
or redress of wrongs, advice of counsel should be sought
and relied upon.
  It is hoped that this volume will meet with approval
of those engaged in the banking and trust business.

 

















            TABLE OF CONTENTS.



Chapter 1. Constitutional Provisions.
Chapter 2. Organization and General Conduct.
Chapter 3. Banking Department.
Chapter 4. Negotiable Instrument Laws.
Chapter 5. Revenue and Taxation; Interest and Usury;
             Miscellaneous; Notary Public; Code Pro-
             visions; Currency.

 







Compilation of



  Kentucky Banking Laws



          CHAPTER 1. CONSTITUTION.
   (The following provisions of the Constitution are per-
tinent to banking corporations. Their provisions have been
carried into the laws which follow:)
   190. No corporation in existence at the time of the
adoption of this Constitution shall have the benefit of future
legislation without first filing in the office of the Secre-
tary of State an acceptance of the provisions of this Con-
stitution.
   191. All existing charters or grants of special or ex-
clusive privileges under which a bona fide organization shall
not have taken place and business been commenced in good
faith at the time of the adoption of this Constitution, shall
thereafter be void and of no effect.
   192. No corporation shall engage in business other
than that expressly authorized by its charter, or the law
under which it may have been or hereafter may be or-
ganized, nor shall it hold any real estate, except such as may
be proper and necessary for carrying on its legitimate
business, for a longer period than five years, under penalty
of escheat.
   193. No corporation shall issue stocks or bonds, ex-
cept for an equivalent in money paid or labor done, or
property actually received and applied to the purposes for
which such corporation was created, and neither labor noi-
property shall be received in payment of stocks or bonds

 




BANKING LAWS OF KENTUCKY.



at a greater value than the market price at the time said
labor was done or property delivered, and all fictitious
increase of stock or indebtedness shall be void.
   194. All corporations formed under the laws of this
State for carrying on business in this State, shall at all
times have one or more known places of business in this
State, and an authorized agent, or agents, there, upon
whom process may be executed, and the General Assembly
shall enact laws to carry into effect the provisions of the
section.
   195. The Commonwealth, in the exercise of the right
of eminent domain, shall have and retain the same powers
to take the property and franchises of incorporated com-
panies for public use Which it has and retains to take the
property of individuals, and the exercise of the police power
of this Commonwealth shall never be abridged, nor so con-
strued as to permit corporations to conduct their business
in such manner as to infringe upon the equal rights of
individuals.
   203. No corporation shall lease or alienate any fran-
chise so as to relieve the franchise or property held there-
under from the liabilities of the lessor or grantor, lessee or
grantee, contracted or incurred in the operation, use or
enjoyment of such franchise, or any of its privileges.
   204. Any president. director, manager, cashier or other
officer of any banking institution or association for the
deposit or loan of money, or any individual banker, who
shall receive or assent to the receiving of deposits after he
shall have knowledge of the fact that such banking institu-
tion or association or individual banker is insolvent, shall
be individually responsible for such deposits so received,
and shall be guilty of felony and subject to such punish-
ment as shall be prescribed by law.
   205. The General Assembly shall, by general laws,
provide for the revocation or forfeiture of the charters of



6

 




           BANKING LAWS OF KENTUCKY.                 7

all corporations guilty of abuse or misuse of their corpo-
rate powers, privileges or franchises, or whenever said cor-
porations become detrimental to the interests and welfare
of the Commonwealth or its citizens.
   207. In all elections for directors or managers of any
corporation, each shareholder shall have the right to cast as
many votes in the aggregate as he shall be entitled to vote
in said company under its charter, multiplied by the num-
ber of directors or managers to be elected at such election;
and each shareholder may cast the whole number of votes,
either in person or by proxy, for one candidate, or dis-
tribute such votes among two or more candidates, and such
directors or managers shall not be elected in any other
manner.
   208. The word corporation as used in this Constitu-
tion shall embrace joint stock companies and associations.

 








CHAPTER 2.



ORGANIZATION AND GENERAL CONDUCT OF
         BANKS AND TRUST COMPANIES.

   1. General corporations-number of incorporators
-laws to be observed. Any number of persons, not less
than three, may associate to establish a corporation for the
transaction of any lawful business, or to promote or con-
duct any legitimate object or purpose, including the buy-
ing, selling, holding, dealing in, renting and letting of real
estate under the provisions of and subject to the require-
ments of this (Chapter) article; but banking, building and
loan, trust, insurance and railroad corporations shall, in
addition to the provisions of the (Chaper) article, which
are not inconsistent with the laws relating especially to
them, be organized in the manner and subject to the pro-
visions of such laws. (Number required to organize bank,
see Sec. 2; Trust Co., see Sec. 63.)
   2. Bank-five necessary to incorporate-capital
necessary. Any number of persons, not less than five,
may associate to establish a commercial bank, or a savings
bank, or a bank having departments for both classes of
business, upon the terms and conditions, and subject to the
liabilities prescribed in this (Chapter) article; but the
capital stock of any bank shall not be less than fifteen
thousand dollars, and in cities having a population of fifty
thousand or more not less than one hundred thousand dol-
lars. (What articles shall specify, see Sec. 6.)
   3. Execution and recording of articles. The articles
of incorporation shall be signed and acknowledged by the
parties thereto before any officer authorized to take
acknowledgments to deeds, and recorded in the county
clerk's office of the county in which the bank is to be

 




BANKING LAWS OF KENTUCKY.



located, and a certified copy thereof shall be filed in the
office of the Secretary of State; and said articles, or a
certified copy thereof, may be used as evidence in any action
for or against such bank. The corporation shall pay to the
Secretary of State a fee of twenty-five cents for one hun-
dred words for recording the articles of incorporation,
said fees to be turned into the State Treasury. (Read fol-
lowing section carefully.)
   4. Banking Commissioner to approve articles before
recording. Before filing the articles of incorporation of
any proposed bank, trust company or combined bank and
trust company, in the office of the County Court Clerk in
the county in which the bank is to do business, and with
the Secretary of State, as is required by law, the incor-
porators shall present a copy of said Articles of Incorpora-
tion to the Banking Commissioner for his approval, and
when same are approved in writing by said Commissioner,
the incorporators may proceed to the filing and recording of
same. Upon presentation of said Articles of Incorpora-
tion to the Banking Commissioner for approval, said Com-
missioner shall carefully examine same, and shall make
such inquiry and investigation as to the financial standing
and moral character of each of the incorporators as he may
deem necessary, and shall require said incorporators to
furnish satisfactory proof that each is worth, over and
above all exemptions and liabilities, at least double the
amount of the par value of his stock subscription. He
shall inform himself that the incorporators are seeking
to establish a bona fide banking or trust business, and are
acting in good faith, and upon his conclusions, he shall
approve or refuse to approve said Articles of Incorpora-
tion. If such articles be approved, then the County Court
Clerk and the Secretary qf State, respectively, may re-
ceive said articles for filing and recording. Upon the filing
and recording of said articles, and doing all other things
required by the laws of the State, the said bank or trust



9

 




BANKING LAWS OF KENTUCKY.



company shall be deemed organized for the purpose named
in its Articles of Incorporation, but no corporation seek-
ing to do a banking or trust business shall actually
transact any banking or trust business until it receives
from the Banking Commissioner a certificate, in which it
shall be set out that said corporation has full)' complied
with all the provisions of this Act, and other pertinent
laws, and that the requisite capital has been, in good faith,
subscribed and paid in cash.
   5. Specifications in articles.  Such persons shall
execute Articles of Incorporation which shall specify:
  (1)  The name of the corporation, which shall be such
as to distinguish it from any other corporation engaged in
the same business, or promoting or carrying on the same
objects or purposes in this State.
  (2) The name of the city or town and county in which
its principal office or place of business is to be located.
  (3) The nature of the business, or objects or purposes
proposed to be transacted, promoted or carried on.
  (4) The amount of its capital stock, if any, and the
number of shares into which the same shall be divided.
  (5) The names and places of residence of each of its
stockholders, and the number of shares of stock subscribed
by each.
  (6) The time when it is to commence, and the period
it is to continue.
  (7) By what officers or persons the affairs of the cor-
poration are to be conducted, and the time and place at
which they are to be elected.
  (8) The highest amount of indebtedness or liability
which the corporation may at any time incur.
  (9)  Whether the private property of the stockholders,
not subject by the provisions of the law under which it is
organized, shall be subject to the payment of corporate
debts, and if so, to what extent.. (The Banking Depart-
went has a rule limiting the amount of indebtedness a bank



10

 




BANKING LAWS OF KENTUCKY.



,may incur-not including amounts due to depositors--
to the extent of its capital, reserve and surplus.)
   6. Corporation tax. Every corporation which may
be incorporated by or under the laws of this State, having
a capital stock divided into shares, shall pay into the State
Treasury one-tenth of one per centum upon the amount of
capital stock which such corporation is authorized to have,
and a like tax upon any subsequent increase thereof. Such
tax shall be due and payable on the incorporation of the
company and on increase of the capital stock thereof, and
no such corporation shall have or exercise any corporate
power until the tax shall have been paid, and upon pay-
ment it shall file a statement thereof with the Secretary
of State: Provided, That every corporation which has not
heretofore paid the organization tax upon any or all of its
capital stock, and which, by amendment of its charter,
changes its name, increases its powers, enlarges its scope, or
prolongs its corporate life, shall, upon the filing of such
amendment, pay the tax as above provided, upon its entire
capital stock, or so much thereof as has not theretofore
borne the tax.
   7. Signers to direct affairs until organization com-
pleted. Until the directors arc elected the signers of the
Articles of Incorporation shall have the direction of the
affairs of the organization of the corporation, and may take
such steps as are proper to obtain the necessary subscrip-
tions to stock and to perfect the organization of the cor-
poration.
   8. When banks can begin business-business to be
engaged   in-U.   S. deposits-discount.  A\TVhen  the
articles are filed and recorded, as above provided, it may
commence business, and shall thereupon become a body cor-
porate, and to be known by and carry on its business in its
corporate name, and as such shall have power to adopt and
use a corporate seal; to make contracts; sue and be sued;
to appoint, remove and elect officers, define their duties, and



it

 




BANKING LAWS OF KENTUCKY.



require from any of them a bond for the faithful dis-
charge of their duties; to prescribe, by its board of direc-
tors, by-laws for the government of the bank, not incon-
sistent with law; to exercise, subject to law, such powers
as may be necessary to carry on the business of banking
by discounting and negotiating notes, drafts, bills of ex-
change, and other evidences of debt, and purchasing bonds,
receiving deposits, and allowing interest thereon, buying
and selling exchange, coin and bullion, and lending money
on personal or real security, as provided in this article.
Any bank or trust company may accept for payment at a
future date drafts or bills of exchange drawn upon it by
its customers, and issue letters of credit authorizing the
holders thereof to draw drafts upon it or its correspondents
at sight or on time, not exceeding one year, and may also
accept drafts or bills of exchange drawn upon it, having not
more than six months' sight to run, growing out of trans-
actions involving the importation and exportation of goods,
and any bank or trust company may discount acceptances
which are based upon the importation or exportation of
goods, and which have a maturity at time of discount of not
more than three months, and are indorsed by at least one
other bank or trust company, but no bank or trust company
shall accept such drafts or bills of exchange to an amount
equal at any time in the aggregate to more than one-half
of its paid-up and unimpaired capital stock and surplus, ex-
cept by authority of the Banking Commissioner under such
general regulations as said Commissioner may prescribe,
and in no event to an amount exceeding the capital stock
and surplus of such bank or trust company; and such regu-
lations shall apply to all banks or trust companies alike, re-
gardless of the amount of capital stock and surplus. In
addition to the powers heretofore conferred upon and now
possessed by banks, trust companies and combined banks
and trust companies doing business under the laws of this
State, they are hereby authorized and empowered, subject



12

 




BANKING LAWS OF KENTUCKY.



to existing statutory or charter limitations, to pledge such
portion of their assets as may be required by law as col-
lateral security or Government deposits made with them,
or any of them, by or under the authority of the United
States. (See next Section and Section 53.)
   9. Same as preceding section-collection of sub-
scriptions-reduction of capital by cancellation. At least
fifty per cent of the capital stock shal be paid in money,
and be in the custody of the directors, before it shall be
authorized to commence business, and the remainder of the
capital stock shall be paid in in money within one year after
the bank is authorized to commence business, at such times
and in such amounts as the directors may require; and
when any stockholder fails to pay any installment on the
stock when requested by the directors, they may sell a suffi-
ciency of the stock of such delinquent at public sale to pay
the amount due with cost and interest, having first given
him twenty days' notice in writing, if he reside in the
county, or, if not, by letter mailed to his last known ad-
dress, of the time and place where the stock will be sold;
or they may collect the amount due by action. If no bidder
can be found to pay the amount due on the stock, and it
cannot be collected, the amount previously paid in by the
delinquent on the stock shall be forfeited to the bank, by
order of the board of directors, and such stock sold by it
within twelve months thereafter; and if not so sold, it shall
be canceled and deducted from the capital stock of the
bank; if sold before cancellation, any surplus, after the
payment of the amount due, and interest and costs, shall
be paid to the original stockholder or his assigns. If such
cancellation shall reduce the amount of the capital stock
below the minimum required by law, the capital shall,
within thirty days after cancellation, be increased to the
required amount by additional subscriptions, in default of
which the Secretary of State shall, with the advice and con-
sent of the Attorney General, take steps to wind up the



13

 




BANKING LAWS OF KENTUCKY.



business of the bank. (Refer to preceding section; duty
imposed on Secretary is now with Banking Commissoner.)
   10. When corporation may purchase its capital
stock. No corporation shall take, as security for any
debt, a lien upon any part of its capital stock, or be the
holder or purchaser of any part thereof, unless such lien
or purchase shall be necessary to prevent loss upon a debt
previously contracted; and stock so purchased shall in no
case be held by the corporation for a longer time than one
year. (See as to banks, Section 52.)
   11. How transfer of stock made-rights and liabil-
ity of subsequent purchasers. The shares of LCk shall
be transferred on the books of the corporation in such
manner as the by-laws thereof may direct, and every person
becoming a stockholder by such transfer shall, in propor-
tion to his shares, succeed to all the rights and liabilities of
prior stockholders.
   12. Names of original stockholders and transferees
to be kept in book-stockisolders may inspect. A book
shall be kept by every corporation in its principal office, in
which shall be entered the name, postoffice address and
number of shares of stock held by each stockholder, and
the time when each person became a stockholder; also all
transfers of stock, stating when, the number of shares
transferred and by whom and to whom. This book shall,
at all times during business hours, be subject to the inspec-
tion of all stockholders and persons doing business with the
corporation.
   13. Liability of stockholders-suit and time when
same shall be brought. The stockholders of each cor-
poration shall be liable to creditors for the full amount of the
unpaid part of stock subscribed for by them, and no stock-
holder shall be liable, because of being a stockholder, for
any sum more than to the amount of the unpaid part of
stock held by such stockholder of any company, except
stockholders in banks, trust companies, guaranty companies,



14

 




BANKING LAWS OF KENTUCKY.



investitment companies and insurance companies shall be
liable equally and ratably, and not one for the other, for
all contracts and liabilities of such corporation to the extent
of the amount of their stock at par value, in addition to the
amount of such stock; but persons holding stock as fidu-
ciaries shall not be personally liable as stockholders, but
the estates in their hands shall be liable, in the same manner
and to the same extent as the property of other stock-
holders, and no transfer of stock shall operate as a release
of any such liability existing at the time of such transfer:
Provided, The action to enforce such liability shall be com-
menced within two years from the time of transfer.
   14. Liability of directors for corporate debts.    If
the directors of any incorporated company shall declare
and pay any dividend when the corporation is insolvent, or
any dividend the payment of which would render it in-
solvent, or which would diminish the amount of its capital
stock, they shall be jointly and severally individually liable
for all debts of the corporation then existing, and for all
that shall be thereafter incurred while they, or a majority
of them, continue in office.
   15. Liability of officers and directors giving false
statement. If the directors or officers of any corpora-
tion shall knowingly cause to be published or given out any
statement or report of the condition or business of the cor-
poration that is false in any material respect, the officers
and directors causing such report or statement to be pub-
lished or given out, or assenting thereto, shall be joinly and
severally individually liable for any loss or damage result-
ing therefrom.
   16. Penalty for violation of law by officers. If the
directors or officers of any corporation shall fail or refuse to
comply with, or shall violate any of the provisions of this
chapter, those so failing, refusing or violating shall be jointly
and severally individually liable for any loss or damage re-
stulting to any person from such failure, refusal or viola-



15

 




BANKING LAWS OF KENTUCKY.



tion, and, in addition thereto, the persons so liable shall be
each punished with a fine of not less than one hundred nor
more than one thousand dollars.
   17. Number of directors-elected by ballot-num-
ber of shares to be owned by-terms. The affairs of
each corporation shall be managed by a board of not less
than three directors, each of whom shall own in his own
right not less than three shares of capital stock; they shall
hold office until their successors are respectively elected and
qualified, and a majority of them shall constitute a quorum
for the transaction of business. All elections for directors
shall be by ballot, and shall be held in this State; and, in
the first instance, the directors shall be elected at a meeting
held before the corporation is authorized to commence busi-
ness, and thereafter at an annual meeting of the stock-
holders to be held on the day named in the by-laws, and
which shall not be changed within sixty days next before
the day on which the election is to be held, and notice of
any change shall be given to each stockholder twenty days
before the election is held, and if, for any cause, an elec-
tion is not held on the day named in the by-laws, a special
meeting for that purpose shall be called within thirty days
thereafter, of which due notice shall be given to each stock-
holder, in person or by letter mailed to his last known ad-
dress. A stockholder may vote at any meeting by proxy,
in writing, signed by him, and attested in such manner as
the by-laws may prescribe; and a vacancy in the board of
directors shall be filled by the board, and the directors so
appointed shall hold office until the next annual election.
The directors of any corporation may, by a vote of the stock-
holders be divided into one, two or three classes, the term
of office of those of the first class to expire at the annual
election next ensuing, of the second class one year there-
after, of the third class two years thereafter; and at each
annual election held after such classification, directors shall
be chosen for two or three years, as the case may be, to suc-



16

 




BANKING LAWS OF KENTUCKY.



ceed those whose terms expire. But each director of a
banking, trust or insurance company, or building and loan
association, must own in his own right five shares of
capital stock, and a majority of them must be residents
of Kentucky during their terms of office: Provided, how-
ever, That the above-mentioned clause, declaring that all
elections for directors shall be by ballot, and shall be held
in this State, shall not apply to corporations created and
organized for educational purposes only, and having no
capital stock, and in which tuition to students is free.
   18. Voting of stock-rights of stockholders-fidu-
ciaries may vote. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held, and per-
sons whose stock is pledged shall be entitled to vote, unless
the right to vote be expressly given in writing to the
pledgee; and in all elections for directors or managers of
any corporation each stockholder shall have the right to
cast as many votes in the aggregate as he shall be entitled
to vote, multiplied by the number of directors or managers
to be elected at such election; and each shareholder may
cast the whole number of votes, either in person or by
proxy, for one candidate, or distribute such votes among
two or more candidates; and such directors shall not be
elected in any other manner.
   19. Increase or reduction of capital. any corpora-
tion may increase or reduce its capital stock at any time
by a vote of, or by the written consent of, stockholders rep-
resenting two-thirds of its capital stock, and after notice
of the proposed increase or decrease has been mailed to the
address of each stockholder at least twenty days before
the meeting is held for that purpose; and a statement of
the increase or reduction shall be signed and acknowledged
by the president and a majority of the directors, and filed
and recorded in the same manner as articles of incorpora-
tion; but no increase of the capital stock of a banking or
trust company shall be valid until the amount thereof has



17

 



BANKING LAWS OF KENTUCKY.



been bona fide subscribed, and one-half thereof actually
paid in, and the remainder shall be paid in within one year.
(See Section 45.)
   20. Old corporations may take advantage of these
laws. Any corporation created by, and existing under,
the laws of this State, may organize under the provisions
of this chapter by executing and recording as provided,
articles of incorporation; and when the requirements of
this chapter, and other laws relating to it, are complied
with, it may commence business, and become a corporation
under this chapter, and thereupon all business effects, assets
and property, real and personal, of such corporation, shall
be vested in, and become, without deed or transfer, the
property of the new corporation, subject to all liabilities
existing against the corporation, its officers or stockhold-
ers, at the time of their reorganization; but no corporation
reorganized under this act shall ever charge, exact or re-
ceive any greater toll, fare or compensation than permitted
by its charter before such reorganization, and all penalties
denounced by such charter for exacting more toll, fare or
compensation than permitted by such charter may be en-
forced notwithstanding such reorganization.
   21. Two or more corporations may consolidate-
method and requirements. Any two or more corpora-
tions organized under this chapter, or the laws of this or
any other State, may consolidate into a single corporation;
the directors or a majority of them, of such corporations
as desire to consolidate may enter into an agreement signed
by them, prescribing the terms and conditions of consolida-
tion, the mode of carrying same into effect, and stating
such other facts as are necessary to be set out in articles
of incorporation as herein provided (except the facts re-
quired by Section 5 hereof) as well as the manner of con-
verting shares of the old corporation into the new, with
such other details and provisions as are deemed necessary:
Provided, That such consolidated corporations shall become



is

 



BANKING LAWS OF KENTUCKY.



and be a domestic corporation of this Commonwealth for
all purposes, and shall be subject to the jurisdiction of the
courts of this State and to all laws of this State regulating
corporations organized thereunder; and this law shall not be
construed as altering or repealing any law regulating the
taxation of bridges over streams forming the boundary
line of this State.
  Written notice of the intention to consolidate shall be
mailed to the address of each stockholder of each corpora-
tion at least twenty days previous to entering into such
agreement, and such notice shall be published at least two
weeks in some newspaper printed and circulated in the
county of its principal place of business, and the written
consent of the owners of at least two-thirds of the capital
stock of each corporation shall be necessary to the validity
of such agreement. (See following section.)
   22. Stockholders' names and addresses not to be
given-curative. That all charters or articles of incor-
poration, heretofore taken out by two or more companies
organized under the laws of this Commonwealth consolidat-
ing, are hereby declared to be valid, regardless of whether
the names and addresses of the stockholders in the con-
solidating companies be inserted in the articles of consoli-
dation or not; and that all articles of consolidation here-
tofore taken out are hereby declared to be valid without
having the names and addresses of the stockholders inserted
therein; and said charters shall be as valid and legal as if
each and every stockholder in the companies composing the
consolidated company was set out in such articles of con-
solidation. (Curative.)
   23. (1) Organization tax-status of companies after
consolidation. When the agreement is signed, acknowl-
edged and recorded in the same manner as articles of incor-
poration are required to be, the separate existence of the con-
stituent corporations shall cease, and the consolidated corpo-
rations shall become a single corporation in accordance with



19

 




BANKING LAWS OF KENTUCKY.



the said agreement, and subject to all the provisions of this
chapter and other laws relating to it, and shall be vested
with all the rights, privileges, franchises, exemptions, prop-
erty, business, credits, assets and effects of the constituent
corporations without deed or transfer, and shall be bound
for all their contracts and liabilities: Provided, That no
consolidated company formed under this chapter or the
laws of this State shall be required to pay any organiza-
tion tax on the amount of capital stock on which the or-
ganization tax has been paid by the constituent companies
prior to the consolidation, and when a foreign corporation
consolidated with one or more corporations in this State
the organization tax as required by the laws of this State
shall be paid on the amount of capital stock of such foreign
corporation, and the organization tax shall be paid on any
increase of the capital stock of the consolidated corpora-
tion over the aggregate capital stock of the constituent cor-
porations prior to consolidation.
   24. Consolidation does not affect pending suits.
Any action or proceeding pending by or against either
(any) of the corporations consolidated may be prosecuted
to judgment, as if such consolidation had not taken place,
or the new corporation may be substituted in its place.
   25. Objecting stockholders may receive market
value for stock. If any stockholder in either corpora-
tion (any) consolidating, who objected thereto in writing,
shall, within twenty days after the agreement of consolida-
tion has been