ticles of the con- tions. limitations and provisions, shall form, and be fundamental articles of the constitution of the said corporation. stitution of the bank. 1st As to number of votes to First-The number of votes, to which each stockholder shall be entitled, shall be, according to the number of shares he ball hold, which each stock in the following proportions, that is to say: for one share and not holder shall be entitled. Votes may be gi ven by proxy. Proviso. 2d As to the re-eligibility of the directors, and President. 3d. None but citizens to be directors. Directors of o ther banks, and certain public more than two shares, one vote for each share; for every two shares above two and not exceeding ten, one vote; for every four shares above ten and not exceeding thirty, one vote; for every six shares above thirty and not execeding sixty, one vote; for every cight shares above sixty and not exceeding one hundred, one vote; and for every ten shares above one hundred, one vote: But no person, copartnership or body politic, shall be entitled in his or their own right, or as proxy, to a greater number than thirty votes; and after the first election no share or shares shall confer a right of suffrage, which shall not have been holden two calendar months previous to the day of election. All stockholders may vote in elections, or on any other questi. ons touching the bank, by proxy: provided the proxy be derived directly from such stockholder, and voted on by a person being a eitizen of the state of Virginia. Second Not more than six of the directors elected for Richmond by the stockholders, and seven of the directors elected by the state for Richmond, and, in like manner, not more than three of the directors elected by the stockholders, nor more than six of the directors elected by the state for either of the branches, and actually in office, exclusive of the president, shall be eligible for the next succeeding year; but the director who shall be president at the time of an election, may always be re-elected. Third-None but a stockholder, being a citizen of the state of Virginia, shall be eligible as a director. No director of any other bank, nor shall the Governor, any Member of the Executive Council, Auditor, Register, Attorney General, Judges of the Superior Courts, or any person holding and from the directi- exercising any office of trust or profit under the United States, be a director of this bank. officers excluded on of this bank. titled to any emo. 4 No director en- Fourth-No director shall be entitled to any emolument, unless lument but such the same shall have been allowed by the stockholders at a general as shall have been meeting. allowed by a gen. The stockholders shall make such compensation to the president Compensation to for his extraordinary services at the bank, as shall appear to them eral meeting. the president. 5. What num. shall constitute a board. reasonable. Fifth-Not less than nine directors shall constitute a board for Ler of directors the transaction of business; of whom the president shall always be one, except in case of sickness or necessary absence, in which case his place may be supplied by any other director whom be by writing shall nominate for that purpose. And, in the event of the death of the president, or his failure to make such nomination, the directors for the time being shall have power to appoint a president pro tempore. In what event a president pro tempore is to be appointed. 6. By whom, and in what manner general meetings may be called. Sixth--A number of stockholders, not less than twenty, who together shall be proprietors of sixty shares or upwards, shall have power at any time to call a general meeting of the stockholders for the purposes relative to the institution: giving at least six weeks notice in the newspapers of the place where the bank is kept, and specifying in such notice the object or objects of such meeting. 7. Bond to be Seventh-Every cashier or treasurer, before he enters on the duties of his office, shall be required to give bond with two or given by the cashmore securities, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with condition for his good behavior. ier or treasurer. property may be Eighth-The lands, tenements and hereditaments, which it shall 8. What real be lawful for the said corporation to hold, shall be only such as held by the corshall be requisite for its immediate accommodation in relation to the poration. convenient transacting of business, and such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts. the amount of Ninth-The total amount of notes emitted, or thrown into cir- 9. Limitation of eulation by the said corporation, together with their debts of every notes to be emit. description, shall not at any time exceed the sum of six millions of ted. dollars, over and above the monies then actually deposited in the bank for safe keeping; unless the contracting of any greater debt shall have been previously authorised by a law of the state. case of excess. In case of excess, the directors under whose administration it Responsibility of shall happen shall be liable for the same in their natural, private the directors in capacities, and an action of debt may in such case be brought against them or any of them, or their heirs, executors or administrators, in any court of record, by any creditor or creditors of the 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 the The corporation said corporation, or the lands, tenements, goods or chattels of and its property the same, from being also liable for, and chargeable with the said also responsible. excess. Such of the said directors who may have been absent when the In what manner directors, who said excess was contracted or created, or who may have dissented were absent, or from the resolution, or act whereby the same was contracted or dissented, may created, may respectively exonerate themselves from being so li- exempt themable, by forthwith giving notice in writing of the fact, and of their selves from such absence or dissent, to the executive department of this govern- responsibility. ment, to be recorded in the office of that department, and to be communicated by the governor to the legislature, at their next meeting, and by forthwith giving such notice to the stockholders at a general meeting, which they shall have power to call for that purpose. 10. The bank Tenth-The said corporation shall not be at liberty to purchase any public stock whatever, except their own bank stock: provided not permitted to the number of shares they purchase in shall be sold out at par or public stock, expurchase any above it, as the case may be, whenever opportunity offers to do so cept its own. with convenience. Limitation on its chase its own And provided, the number of shares so purchased shall not ex- power to purceed, at any time, fifteen hundred shares; nor shall this corpora- stock. tion, directly or indirectly, deal in, or trade in any thing except In what articles bills of exchange, gold, or silver bullion, or in the sale of goods, it may trade. really and truly pledged for money lent, and not redeemed in due Not to take more than half per cens time, or in goods which shall be the produce of its lands; nei- tum for 30 days ther shall the said corporation take more than at the rate of half on its loans or per centum for thirty days, for, or on account of its loans or dis- discounts. counts. Eleventh-No loan shall be made by the said corporation to any 11. Not to lend P money to any go government or state, to any amount whatsoever, unless previously vernment or state authorised by a law of this state. unless previously authorised by law. Twelfth The stock of the said corporation shall be assignable and transferable according to such rules and regulations as shall 12. Stock, how be prescribed by the laws and ordinances of the same. assignable. 13. Bills obli seal of the corpo ration, how assignable. Notes payable to any person or his order, or to the signable & trans bearer, how as. ferable. Thirteenth-The bills obligatory and of credit, under the seal gatory and of cre- of the said corporation, which shall be made to any person or perdit, under the sons, shall be assignable by endorsement thereupon, under the hand or hands of such person or persons, and of his, her or their assignee, or assignees, so as absolutely to transfer and vest the property in each and every assignee or assignees successively, and to enable such assignee or assignees to bring and maintain an ac tion thereupon, in his, her or their name or names. And bills or notes which may be issued by order of the said corporation, signed by the president and countersigned by the principal cashier or treasurer thereof, promising the payment of money to any person" or persons, his, her or their order, or to the bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same, in like manner, and with the like force and effect, as upon any private person or persons, if issued by him or them, in his, her or their private or natural capacity or capa cities; and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons; that is to say, those which shall be payable to any person or persons, his, her or their order, shall be assignable by endorsement in the like manner and with the like effect as foreign bills of exchange now are and those which are payable to the bearer shall be negotiable and assignable by delivery only and all notes or bills negotinegotiable at the able at the said bank, or any of its offices of discount and deposit, bank put on the shall be, and they are hereby placed on the same footing as foreign footing of foreign bills of exchange: so that the like remedy may be had for the rebills of exchange; covery thereof, against the drawer or drawers, endorser or cadorsers, and with the like effect, except so far as relates to damages; any law, custom or usage, to the contrary notwithstanding. All notes or bills except so far as relates to dama ges. 14. Half yearly Fourteenth-Half yearly dividends shall be made of so much of dividends to be the profits of the bank, as shall appear to the directors adviseable; made of profits. and once in every year, at a meeting to be held for the choice of Annual account directors, those of the preceding year shall lay before the stoekto be rendered, by the directors, holders, for their information, an exact and particular statement to the stockhold. of the general accounts and state of the corporation; of the ers; 15. And to the Legislature. Proviso. 16. Minutes to be kept of the proceedings of the directors. debts which shall have remained unpaid, after the expiration of the term of credit, for a period treble the term of that credit; and of the surplus of profit, if any, after deducting losses and dividends. Fifteenth-The legislature shall be furnished annually, if they require it, with statements of the amount of the capital stock of the said corporation, and of the debts due to the same, of the monies deposited therein, of the notes in circulation, and of the cash on hand and shall have a right to inspect such general accounts in the books of the bank, as shall relate to the said statement : Provided, that this shall not be construed to imply a right of inspecting the account of any private individual, or individuals, or any body politic or corporate with the bank. Sixteen-The directors shall keep fair and regular entries in a book to be provided for that purpose, of their proceedings; and on any question where two directors shall require it, the ayes and noes of the directers voting, shall be duly entered on their minutes and those minutes be at all times, on demand, produced to the stock holders, when at a general meeting, or to the legislature, or any committee thereof, who shall be authorised thereby to require the same. Minutes to be laid before the stockholders, or on demand. Seventeenth-No president or cashier of the bank shall, be di- the Legislature rectly, or indirectly, concerned in the purchase or sale of any of 17. Penalty on the public stock or funds, under the penalty of ten thousand dol- the President or lars, to be forfeited one half thereof to the use of the state, and the Cashier for tradother to the use of the informer; nor shall the cashier be allowed ing in any public to carry on any other business than that of the bank, under the penalty of five thousand dollars. stock, and on the cashier for carrying on any other but siness than that Eighteenth-A fair and correct list of the stockholders shall be hung up at least one month before any election of directors, in the of the bank. Common Hall of the said Bank; to the end, that public informa- 18. List of stock? tion may be given to the parties of their co-proprietors and stock- holders, to be holders. The directors of the bank at Richmond aforesaid shall hung up in the Common Hall of establish offices at Lynchburg, Winchester, Norfolk, Petersburg the bank. and Fredericksburg, for the purpose of discount and deposit only, upon the same terms and in the same manner as shall be practised at the bank. And the management of the said offices shall be committed to the directors thereof respectively under such agreements and subject to such regulations as shall be deemed proper, not being contrary to law, or to the constitution of the bank. Proportions of the capital to be 16. And be it further enacted, That the capital stock of the bank shall be distributed among the several places aforesaid, in the following proportions, to wit; to Richmond, one fourth there- distributed among the several of; to Norfolk, one fourth part thereof; and to each of the towns offices of disof Lynchburg, Winchester, Petersburg and Fredericksburg, one count & deposit. eighth thereof. And the directors of the bank at Richmond shall not have power to alter the above proportions. 17. And be it further enacted, That if the said corporation shall deal or trade in buying or selling any goods, wares, merchandize or commodities whatsoever, contrary to the provisions of this act, all and every person or persons, being a member or members of the said corporation, who shall have given any order, or direction for so dealing or trading, and all and every person or persons, being a member or members as aforesaid, who shall have been concerned as parties therein, shall forfeit and lose treble the value of the goods, wares, merchandize and commodities, in which such dealing and trading shall have been : one half thereof to the use of the informer, and the other half thereof to the use of the state, to be recovered with costs of suit. Penalty on the corporation for unlawful trading. How appropria payments to the 18. And be it further enacted, That the bills or notes of the said Notes of the bank corporation originally made payable, or which shall have become receivable in all payable on demand, in gold or silver coin, shall be receivable in all payments to the commonwealth of Virginia. 19. And be it further enacted, That the said president and rectors shall not, in any case, issue any notes for a smaller than five dollars. di sum 20. And be it further enacted, That no note shall be negotiable at the bank, unless it be so expressed on the face of the said note. 21. This act shall commence and be in force from and after the passing thereof. commonwealth. No notes to be issued for a smal unless so expres Commencing Governor and ed commission: ers to appoint di rectors, on the CHAP. LXXXVIII. An Act concerning the Farmers' Bank of Virginia. Council appoint- 1. BE it enacted by the General Assembly, That whensoever it shall be necessary to enter into the appointment of directors for the Farmers' Bank of Virginia, the chief magistrate of this commonwealth, together with any four, or a greater number, of the Executive Council, who are hereby appointed commissioners on the part of the legislature of Virginia for that purpose, shall and may appoint nine fit and proper persons as directors for the mother bank at Richmond, and eight other directors of each of the branches thereof at Norfolk, Lynchburg, Winchester, Petersburg and Fredericksburg. part of the Legis lature. Commencing elause. 2. This act shall commence and be in force from and after the first day of April next. CHAP. LXXXIX. An Act authorising the Bank of Virginia, and the Farmers Bank of Virginia to make Louns to the Government of the United States. Loans to the go- 1. mutally agreed upon; consistently with the charters of the respective banks. Commencement [Passed February 20, 1812.] E it enacted by the General Assembly, That it shall be lawful for the president, directors and company of the bank of Virginia, and the president, directors and company of the Farmers' Bank of Virginia, when the same shall be organized or put into operation, to make such loan or loans to the government of the United States, as they may respectively agree upon with that go. vernment; and that, in making such loans, the said president, directors and company of each of those banks shall have all the discretion as to the terms on which they may be made, as the assembly can confer on them, or either of them, consistently with the charter, of those banks respectively. 2. This act shall commence and be in force from the passing and continuance thereof, and remain in force for two years and no longer. in force. Clerks to return to the Auditor, and deliver to 1. B CHAP. XC. An Act concerning the Literary Fund. [Passed February 20, 1812.] E it enacted by the General Assembly, That it shall be the duty of the clerks of the superior and inferior courts of this the agents lists of commonwealth to return to the auditor of public accounts, and defines, &c. appro- liver to the agents of the literary fund in their several counties and priated to the li- corporations, on or before the first day of July next, accurate lists terary fund. of all fines, penalties and amercements imposed by their respective courts, or assessed therein, since the second day of February in the year one thousand eight hundred and ten, and now by law appropriated to the literary fund; and also semi-annually thereaf ter, that is to say, on the first days of January and July in each year, it shall be the duty of the said clerks to return to the auditor, and deliver to such agents, accurate lists of all such fines, penalties and amercements, imposed by their respective courts, or as sessed therein during each antecedent period of six months, |