Rules, &c. Amount of debts allowed. Liberty of di rectors ed. tually in said vaults shall have been inspected and examined by three commissioners to be appointed by the Governor for that purpose, whose duty it shall be at the expense of said corporation to examine and count the monies paid and actually existing in said vaults, and to ascertain by the oath of the di rectors of said bank, or some of them, that said capital hath been bona fide paid in by the stockholders of said bank, and towards payment for their respective shares, and not for any other purpose, and it is intended therein to remain as part of said capital, and to return a certificate thereof to the Go vernor. SECT. 3. And be it further enacted, That the following rules, limitations, and provisions, shall form and be the fundamental articles of the said corporation : First. That the total amount of the debts which the said corporation shall at any time owe, whether by bond, bill, note or other contract, shall not exceed twice the amount of their capital stock actually paid in, exclusive of the sums due on account of deposits; nor shall there be due to the said corporation at any one time more than double the amount of the capital stock actually paid in as aforesaid. In case of excess, the directors under whose administration it shall happen, shall be liable for the same in their natural and private capacities; and an action of debt may in such case be brought against them, or any of them, their, or any of their heirs, executors, or administrators, in any court proper to try the same, by any creditor or creditors of said corporation; and may be prosecuted to judgment and execution, any condition, covenant, or agreement to the contrary notwithstanding. But this shall not be construed to exempt said corporation, or the lands, tenements, goods, or chattels of the same, from being also liable for, and chargeable with said excess. Such of said directors who may have been -how avoid- absent when said excess was contracted, or created, or who may have dissented from the resolution or act whereby the same was contracted or created, may respectively exonerate themselves from being so liable, by forthwith giving notice of the fact, and of their absence, or dissent, to the Governor and Council, and to the stockholders at a general meeting, which they shall have power to call for that purpose. Monies not to be used in trade. What lands, &c. may be held. ble as directors, and as president. Second. That the said corporation shall not vest, use, or improve any of their monies, goods, chattels or effects, in trade or commerce, but may sell all kinds of personal pledges lodged in their hands by way of security, to an amount sufficient to reimburse the sum loaned. Third. That the lands, tenements and hereditaments, which the said corporation shall hold, shall be only such as shall be requisite for the convenient transaction of their business. Fourth. None but a member of the said corporation, being a Persons eligi- citizen of this Commonwealth, and resident therein, shall be eligible for a director; and the directors shall choose one of their own number to act as president; and the cashier, before he enters on the duties of his office, shall give bond with two sureties, to the satisfaction of the board of directors, in a sum not less than fifty thousand dollars, with conditions for the faithful discharge of the duties of his office. Fifth. No director of any other bank shall be eligible to the Directors not office of director of this bank, although he may be a stock- to be directors holder therein; and any director, accepting any office in any of any other other bank, shall be deemed to have vacated his place in this bank. bank. stockholders Sixth. That for the well ordering the affairs of the said corporation, a meeting of the stockholders shall be held at such When annual places as they shall direct, on the first Monday in October an- meeting of nually, and at any other time during the continuance of the to be held. said corporation, and at such place, as shall be appointed by the president and directors for the time being, by public notification, given fourteen days previous thereto; at which annual meeting there shall be chosen by ballot twelve directors, to continue in office the year ensuing their election, and the number of votes to which each stockholder shall be entitled, shall be according to the number of shares he shall hold in the following proportions, that is to say, for one share one vote, and every two shares above one, shal! give a right to one vote more: Provided, no one member shall have more than ten votes; and absent members may vote by proxy, being authorized in writing. Seventh. The stockholders may make the president such compensation, as to them shall appear reasonable. Eighth. No less than seven directors shall constitute a board for the transaction of business, of whom the president shall always be one, (except in case of sickness or necessary absence, in which case the directors present may choose a chairman for the time being, in his stead.) President may seven directors a board. issued less than Ninth. All bills issued from the bank aforesaid, and signed Bills not to be by the president, shall be binding on the corporation; but it shall not be lawful for them to issue any bills of a less denomination than five dollars.* five dollars. Tenth. The directors shall make half yearly dividends of 1817 ch. 76.] all the profits, rents, premiums, and interest of the bank afore- Dividends. said. Eleventh. The directors shall have power to appoint a Officers. cashier, clerks, and such other officers for carrying on the bu siness of said bank, with such salaries as to them shall seem meet. pre 1809 ch. 38. Twelfth. In case the officers of said corporation, in the usual Penalty for rebanking hours at said bank, shall refuse or delay payment in fusing payment gold or silver of any note or bill of said corporation there of bills. sented for payment, the said corporation shall be liable to pay as additional damages at the rate of twenty-four per cent. per annum, for the time during which such payment shall be refused or delayed. Thirteenth. In case any loss or deficiency of the capital stock Loss of capital shall arise from the official mismanagement of the directors, the stock. persons who are stockholders at the time of such mismanagement, shall, in their private and individual capacities be re spectively liable to pay the same: Provided however, that in no case shall any one stockholder be liable to pay a sum exceeding the amount of the stock actually then held by him. Fourteenth. The holders of the shares or stock in said corIndividual property liable for poration, when this act may expire, shall be chargeable in their the debts of the private and individual capacities, and shall be holden for the payment and redemption of all bills which may have been issued by said corporation, and which may then remain unpaid, in proportion to the stock which they may respectively hold. SECT. 4. And be it further enacted, That the said bank shall be established and kept in the town of Boston aforesaid. bank. Bank at Bos ton. Obligation to loan to the Commonwealth. actions. SECT. 5. And be it further enacted, That whenever the Legislature shall require it, the said corporation shall loan to the Commonwealth any sum of money which may be required, not exceeding three hundred thousand dollars, at any one time, reimbursable by five annual instalments, or at any shorter period, at the election of the Commonwealth, with the annual payment of interest, at a rate not exceeding five per centum per annum : Provided however, that the Commonwealth shall never at any one time stand indebted to said corporation, without their consent, for a larger sum than six hundred thousand dollars. SECT. 6. And be it further enacted, That any committee, speSpecial legisla- cially appointed by the Legislature for the purpose, shall have empowered to a right to examine into the doings of said corporation, and shall examine trans- have free access to all their books and vaults, and if upon such an examination it shall be found, and, after a full hearing of said corporation thereon, be determined by the Legislature that said corporation have exceeded the powers herein granted them, or failed to comply with any of the rules, restrictions, and conditions, in this act provided, their incorporation shall thereupon be declared forfeited and void. ling a meeting SECT. 7. And be it further enacted, That the persons herein Manner of cal- before named, or any three of them, are authorized to call a of stockholders. meeting of the members and stockholders of said corporation, as soon as may be, at such time and place as they may see fit, (by advertising the same for three weeks successively in the Boston Patriot and Independent Chronicle,) for the purpose of making, ordaining, and establishing, such by-laws, ordinances, and regulations, for the orderly conducting the affairs of the said corporation, as the said stockholders shall deem necessary, and for the choice of the first board of directors, and such other officers as they shall see fit to choose. Directors re to the Governor, &c. SECT. 8. And be it further enacted, That it shall be the duty of quired to trans- the directors of said bank to transmit to the Governor and mit statements Council of this Commonwealth, for the time being, once in six months at least, and as much oftener as they may require, accurate and just statements of the amount of the capital stock of 1812 ch. 140. said corporation, and of debts due to the same, of the monies deposited therein, of the notes in circulation, and of the gold, silver, and copper coin, and the bills of other banks on hand; which statement shall be signed by the directors, and attested by the cashier, and shall be verified by oath before some person competent to administer the same. wealth to SECT. 9. And be it further enacted, That in addition to the Provision for capital stock aforesaid of three millions of dollars, the Com- the Commonmonwealth may be interested in the said corporation to the add new stock. amount of one million five hundred thousand dollars, whenever provision shall be made therefor by law; and the Commonwealth, from the time of making any payment towards the capital of said bank, shall be entitled to their proportionate share of the profits and dividends arising from the amount thereof from. said bank. ed bills to be paid. wealth. SECT. 10. And be it further enacted, That the said corpora- Original ation shall be liable to pay to any bona fide holder the original mount of alteramount of any note of said bank, altered in the course of its circulation to a larger amount, notwithstanding such alteration. SECT. 11. And be it further enacted, That the said corporation, Tax to the from and after the first Monday of October, in the year of our CommonLord one thousand eight hundred and twelve, shall pay by way of tax to the Treasurer of this Commonwealth, for the use of the same, within ten days after each semi-annual dividend, the half of one per cent. on the amount of the original stock, which shall, at the time of said dividend, have been actually paid in: Provided however, that the same tax, payable in manner afore- Provisos. said, shall be required by the Legislature of all banks that shall be hereafter incorporated within this Commonwealth, from and after the said first Monday of October: And provided further, That nothing herein contained shall be construed to impair the right of the Legislature to lay a tax or excise upon any bank already incorporated under the authority of this Commonwealth, whenever they may think proper so to do. SECT. 12. And be it further enacted, That one tenth part of Proportion ap the whole funds of said bank shall always be appropriated to propriated for loans to be made to citizens of this Commonwealth, not resi- loans to the dent in the town of Boston, and wherein the directors shall and manufacagricultural wholly and exclusively regard the agricultural and manufac- turing interest: turing interest, which loans shall be made in sums, not less than one hundred dollars, nor more than five hundred dollars, and upon the personal bond of the borrower, with collateral security by a mortgage of real estate to the satisfaction of the directors of said bank, for a term not less than one year, and on condition of paying the interest annually on such loans, subject to such forfeitures and right of redemption as is by law provided in other cases. State Treasur SECT. 13. And be it further enacted, That the Treasurer of the Commonwealth for the time being shall ex officio be a director er to be a direcof said bank, in addition to the directors by law to be chosen tor, ex officio. by the stockholders, and that the Legislature shall have a right from time to time to appoint a number of directors of the said bank in proportion as the sums, paid from the Treasury of the Commonwealth, shall bear to the whole amount of the stock actually paid into the said bank, if at any time hereafter they shall judge fit to exercise that right. [June 27, 1811.] thorized to reduce the capital stock-1816 ch. 86. 124 Chap. 85. 1784 ch. 41. Privileges and limitation of debtors. Who may An ACT to regulate Prisons within this Commonwealth. SECT. 1. BE it enacted by the Senate and House of Representatives, in General Court assembled, and by the authority of the same, That any person imprisoned for debt, on mesne process or execution, on giving bond with sufficient surety to the creditor or creditors, in double the sum for which he is imprisoned, conditioned that from the time of executing such bond he will not depart without the exterior bounds of the gaol yard or debtor's liberties, until lawfully discharged, or who is or shall be under bond for the liberty of the gaol yard as heretofore provided by law, may have a chamber and lodgings in any buildings belonging to the prisons by paying at the lawful rate, and may go into churches and other public buildings, and lodge in and occupy any apartments by night and day, and enter into and upon any estate and building within the exterior bounds of the gaol yard or debtor's liberties by a usual express or implied consent of owners; and all such apartments, so lodged in or occupied, shall be considered a part of the prison limits. SECT. 2. Be it further enacted, That the notification of imprisserve notifica- oned debtors on their creditors may in all cases be served and returned by a sheriff, his deputy, or a constable. tions. Discharge of bond by surrender. Proviso. Chap. 86. 1811 ch. 82. Chap. 87. 1804 ch. 50. Chap. 88. SECT. 3. Be it further enacted, That any bond, given agreeably to the provision of the first section of this Act, shall be discharged and void when the principal shall surrender himself or be surrendered by his surety to the gaol keeper of the prison where the bond was given,excepting as to the right of the creditor or creditors to recover for a breach of such bond before such surrender, by suit instituted within one year from such breach; and such surrendered principal shall be in custody of the gaol keeper, under the execution or writ on which the bond issued, as fully as on the first commitment: Provided, that giving such bond shall entitle the person imprisoned to the same privileges after such surrender as on his first imprisonment. SECT. 4. Be it further enacted, That this Act shall remain in force until the thirty-first day of January, in the year of our Lord one thousand eight hundred and thirteen, and no longer. [June 27, 1811.] Continued without limitation, by add. act1811 ch. 167. Further add. acts-1817 ch. 149: 1819 ch. 24. An Acr supplementary to "An Act to incorporate the President, Directors and Company of the Merchants' Bank." [June 27, 1811.] An ACT in addition to an Act, entitled, “An Act to incorporate the persons herein named into a Company, by the name of The Broad-Street Association, in the Town of Boston." [Jan. 22, 1812.] Further add. act—1812 ch. 74. An ACT to change the name of Phillipsburgh in the County of York. [Jan. 22, 1812.] Chap. 89. An ACT to incorporate Thomas Seargant Baylies and others, by the name of The Chap. 90. Chap. 91. 1810 ch. 109. An ACT to provide for, and direct the manner of paying the Members of the House of Representatives, in future, out of the Public Treasury. [Feb. 3, 1812.] Repealed-1813 ch. 29. An ACT to repeal an Act, entitled, "An Act supplementary to an Act, entitled, An Act, to prevent damage by mischievous dogs," passed the twenty-eighth day of February, eighteen hundred and eleven. BE it enacted by the Senate and House of Representatives, in Ge |