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may be held

other

at any
time accord-

ing to the by

laws, &c.

Proviso; in case of the

the directors

move direct

by him.

cause, be deemed to be dissolved; but it shall be lawful at any other time to make such appointments, and to hold such elections, (as the case may be ;) and the manner of holding the elections shall be regulated by the by-laws and ordinances of the said corporation and until such appointments or elections be made, the directors and president of the said bank, for the time being, shall continue in office: And provided also, That in case death, &c. of of the death, resignation, or removal, of the president of the said the president, corporation, the directors shall proceed to elect another presimay elect an- dent from the directors as aforesaid; and in case of the death, other; and the resignation, or absence, from the United States, or removal of a president of the U. States director from office, the vacancy shall be supplied by the prealone may resident of the United States, or by the stockholders, as the case ors appointed may be. But the president of the United States alone shall have power to remove any of the directors appointed by him as aforesaid. 9. That as soon as the sum of eight millions four hundred thousand dollars, in gold and silver coin, and in the public debt, been received, shall have been actually received on account of the subscriptions to the capital of the said bank (exclusively of the subscription twenty direct- aforesaid, on the part of the United States) notice thereof shall be given by the persons under whose superintendence the subscriptions shall have been made at the city of Philadelphia, in at least two newspapers printed in each of the places, (if so many be printed in such places respectively,) where subscriptions shall have been made; and the said persons shall, at the same time, and in like manner, notify a time and place, within the said city of Philadelphia, at the distance of at least thirty days from the time of such notification, for proceeding to the election of twenty directors as aforesaid, and it shall be lawful And the president

As soon as 8,400,000 dolls, have

notice is to be

given and

ors elected.

The president for such election to be then and there made.

the senate, to appoint five directors.

elect a presi

dent.

of the United States, with of the United States is hereby authorized, during the present the consent of session of congress, to nominate, and, by and with the advice and consent of the senate to appoint, five directors of the said bank, though not stockholders, any thing in the provisions of Directors to this act to the contrary notwithstanding; and the persons who shall be elected and appointed as aforesaid, shall be the first directors of the said bank, and shall proceed to elect one of the didirectors, thus rectors to be president of the said bank; and the directors and chosen, to president of the said bank, so appointed and elected as aforesaid, serve until the shall be capable of serving in their respective office, by virtue thereof, until the end and expiration of the first Monday of the month of January next ensuing the said appointments and elections; and they shall then and thenceforth commence, and continue the operations of the said bank, at the city of Philadelphia.

President and

first Monday of January ensuing.

The directors empowered to appoint officers, clerks,

$10. That the directors, for time being, shall have power to appoint such officers, clerks, and servants, under them, as Servants, &c. shall be necessary for executing the business of the said corporation, and to allow them such compensation for their services, respectively, as shall be reasonable; and shall be capable of exercising such other powers and authorities for the well-governing and ordering of the officers of the said corporation, as shall be prescribed, fixed, and determined, by the laws, regulations, and ordinances, of the same.

for directors.

A

portion only

of the directors can be

chosen for the

next succeed

11. That the following rules, restrictions, limitations, and fundamental provisions, shall form and be fundamental articles of the consti- articles, &c. tution of the said corporation, to wit: 1. The number of votes Rules conto which the stockholders shall be entitled, in voting for direct-cerning votes ors, shall be according to the number of shares he, she, or they, respectively, shall hold, in the proportions following, that is to say; for one share and not more than two shares, one vote; 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 exceeding sixty, one vote; for every eight 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 to a greater number than thirty votes; and after the first election, no share or shares shall confer a right of voting, which shall not have been holden three calendar months previous to the day of election. And stockholders actually resident within the United States, and none other, may vote in elections by proxy. Second. Not more than three fourths of the directors elected by the stockholders, and not more than four fifths of the directors appointed by the president of the United States, who shall be in office at the time of an annual election, ing year, &c. shall be elected or appointed for the next succeeding year; and no director shall hold his office more than three years out of four in succession: but the director who shall be the president at the But the directtime of an election, may always be re-appointed, or re-elected, or who is preas the case may be. Third. None but a stockholder, resident ways be recitizen of the United States, shall be a director; nor shall a di- chosen. rector be entitled to any emolument; but the directors may zen stockholdmake such compensation to the president, for his extraordinary ers only can be attendance at the bank, as shall appear to them reasonable. Fourth. Not less than seven directors shall constitute a board except, &c. for the transaction of business, of whom the president shall al- Seven directways be one, except in case of sickness or necessary absence; tute a board to in which case his place may be supplied by any other direct or whom he, by writing, under his hand, shall depute for that purDirector depose. And the director so deputed may do and transact all the puted by the necessary business, belonging to the office of the president of president, may the said corporation, during the continuance of the sickness or acas necessary absence of the president. Fifth. A number of stock- Not less than holders, not less than sixty, who, together, shall be proprietors 60 stockholdof one thousand shares or upwards, shall have power, at any tors of 1000 time, to call a general meeting of the stockholders, for purposes cara general relative to the institution, giving at least ten weeks' notice in meeting, givtwo public newspapers of the place where the bank is seated, ing 10 weeks' and specifying in such notice the object or objects of such meeting. Sixth. Each cashier or treasurer, before he enters upon Cashier to the duties of his office, shall be required to give bond, with two 30,000 dolls. give bond in or more sureties, to the satisfaction of the directors, in a sum not with sureties, less than fifty thousand dollars, with a condition for his good behavior, and the faithful performance of his duties to the corporation. Seventh. The lands, tenements, and hereditaments The lands, which it shall be lawful for the said corporation to hold, shall be by the corpo

Resident citi

directors; and

no emolument,

ors to consti

transact busi

ness, &c.

act as presi

ers, proprie

shares, may

&c. to be held

tion, to be on- only such as shall be requisite for its immediate accommodation ly for its ac- in relation to the convenient transacting of its business, and such commodation, or mortgaged 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 judgDebts of the ments which shall have been obtained for such debts. Eighth.

to it, &c.

corporation not to exceed

35,000,000 of dolls. unless,

&c.

The total amount of debts which the said corporation shall at any time owe, whether by bond, bill, note, or other contract, over and above the debt or debts due for money deposited in the bank, shall not exceed the sum of thirty-five millions of dollars, unless the contracting of any greater debt shall have been preIn case of ex- viously authorized by law of the United States. In case of exrectors are lia- CCSS, the directors under whose administration it shall happen, ble in their pri- shall be liable for the same in their natural and private capacivate capacities; and an action of debt may, in such case, be brought against

cess, the di

ties.

senting direct

ors exempted

on giving notice.

tion limited as to trade.

them, or any of them, their or any of their heirs, executors, or administrators, in any court of record of the United States, or either of them, 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 provision shall not be construed to exempt the said corporation, or the lands, tenements, goods, or chattels, of the same, from being also liable for, and chargeable with, the Absent or dis- said excess. Such of the said directors who may have been absent when the said excess was contracted or created, or who from liability, may have dissented from the resolution or act whereby the same was so 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 president of the United States, and to the stockholders, at a general meeting, which they The corpora- shall have power to call for that purpose. Ninth. The said corporation shall not, directly or indirectly, deal or trade in any thing except bills of exchange, gold or silver bullion, or in the sale of goods really and truly pledged for money lent and not redeemed in due time, or goods which shall be the proceeds of its Cannot pur- lands. It shall not be at liberty to purchase any public debt whatsoever, nor shall it take more than at the rate of six per cennor take more tum per annum for or upon its loans or discounts. Tenth. No loan shall be made by the said corporation, for the use or on account of the government of the United States, to an amount exloans to go ceeding five hundred thousand dollars, or of any particular state, to an amount exceeding fifty thousand dollars, or of any foreign prince or state, unless previously authorized by a law of the UnitThe stock of ed States. Eleventh. The stock of the said corporation shall be the corpora assignable and transferable, according to such rules as shall be tion is assign- instituted, in that behalf, by the laws and ordinances of the same. transferable. Twelfth. The bills, obligatory and of credit, under the seal of the Bills under the said corporation, which shall be made to any person or persons, poration are shall be assignable by endorsement thereupon, under the hand assignable by or hands of such person or persons, and his, her, or their, executors or administrators, and of his or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees successively, and to enable

chase any

public debt,

than six per cent. &c.

Limitation of

vernment.

able and

seal of the cor

endorsement,

&c.

bill, &c. under

dolls.

sons.

or notes of the

than 100 dolls.

such assignee or assignees, and his, her, or their, executors or administrators, to maintain an action thereupon in his, her, or their, own name or names: Provided, That said corporation shall Proviso; no not make any bill obligatory, or of credit, or other obligation un- seal, to be for der its seal, for the payment of a sum less than five thousand less than 5,000 dollars. And the bills or notes which may be issued by order Notes signed of the said corporation, signed by the president and counter- by the presi signed by the principal cashier or treasurer thereof, promising dent and cashier, promising the payment of money to any person or persons, his, her, or their, to pay money, order, or to bearer, although not under the seal of the said cor- to be binding, as if made by poration, shall be binding and obligatory upon the same, in like private permanner, and with like force and effect, as upon any private person or persons, if issued by him, her, or them, in his, her, or their, private or natural capacity or capacities, 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 like manner and with the like effect as foreign bills of exchange now are; and those which are payable to bearer shall be assignable and negotiable by delivery only: Provided, That all bills or notes, so to be issued by said Proviso; bills corporation, shall be made payable on demand, other than bills corporation to or notes for the payment of a sum not less than one hundred dol- be made payable on demand, lars each, and payable to the order of some person or persons; except bills, which bills or notes it shall be lawful for said corporation to &c. not less make payable at any time not exceeding sixty days from the date payable to orthereof. Thirteenth. Half yearly dividends shall be made of so der, &c. much of the profits of the bank as shall appear to the directors adviseable; and once in every three years the directors shall lay made. before the stockholders, at a general meeting, for their informa- A statement of tion, an exact and particular statement of the debts which shall the company have remained unpaid after the expiration of the original credit, to be laid befor a period of treble the term of that credit, and of the sur- holders once plus of the profits, if any, after deducting losses and dividends. in three years. If there shall be a failure in the payment of any part of any subscribers to sum subscribed to the capital of the said bank, by any person, lose the bene copartnership, or body politic, the party failing shall lose the fit of divibenefit of any dividend which may have accrued prior to the time for making such_payment, and during the delay of the same. Fourteenth. The directors of the said corporation shall Offices to be establish a competent office of discount and deposite in the the district of district of Columbia, whenever any law of the United States Columbia and shall require such an establishment; also one such office of states when discount and deposite in any state in which two thousand shares authorized shall have been subscribed or may be held, whenever, upon by law. application of the legislature of such state, congress may, by law, require the same: Provided, 'The directors aforesaid shall Proviso; not bound to esnot be bound to establish such office before the whole of the tablish offices capital of the bank shall have been paid up. And it shall be before, &c. lawful for the directors of the said corporation to establish offi- may establish ces of discount and deposite wheresoever they shall think fit, offices of diswithin the United States or the territories thereof, and to commit the management of the said offices, and the business thereof, re- they think fit.

dividends to bo

the affairs of

fore the stock

Delinquent

de nds.

established in

the several

and required

The directors

count and deposite where

Or may employ other banks to man

age and trans

act business,

with the ap

probation of the secretary of the treasury.

spectively, to such persons, and under such regulations, as they shall deem proper, not being contrary to law or the constitution of the bank. Or instead of establishing such offices, it shall be lawful for the directors of the said corporation, from time to time, to employ any other bank or banks, to be first approved by the secretary of the treasury, at any place or places that they may deem safe and proper, to manage and transact the business proposed as aforesaid, other than for the purposes of discount, to be managed and transacted by such offices, under such agreements, and subject to such regulations, as they shall deem just and proThe directors per. Not more than thirteen, nor less than seven, managers or directors, of every office established as aforesaid, shall be annugers of the offi- ally appointed by the directors of the bank, to serve one year; choose a presi- they shall choose a president from their own number; each of dent from their them shall be a citizen of the United States, and a resident of own body, &c. the state, territory, or district, wherein such office is establislied;

of the bank to

appoint mana

ces, who are to

bank for a

statement, not

exceeding a weekly one, of its concerns.

and not more than three fourths of the said managers or directors, in office at the time of an annual appointment, shall be reappointed for the next succeeding year; and no director shall hold his office more than three years out of four, in succession; The secretary but the president may be always re-appointed. Fifteenth. The authorized to officer at the head of the treasury department of the United call upon the States shall be furnished, from time to time, as often as he may require, not exceeding once a week, with statements of the amount of the capital stock of the said corporation, and of the debts due to the same; of the moneys deposited therein; of the notes in circulation, and of the specie in hand; and shall have a right to inspect such general accounts in the books of the bank Proviso; no as shall relate to the said statement: Provided, That this shall rightto inspect not be construed to imply a right of inspecting the account of No stockhold any private individual or individuals with the bank. Sixteenth. er but a citizen No stockholder, unless he be a citizen of the United States, shall may vote, &c. Vote in the choice of directors. Seventeenth. No note shall be No notes for issued of less amount than five dollars.

accounts, &c.

of the U. S.

less than, &c. Penalties for dealing con

act.

12. That if the said corporation, or any person or persons, for or to the use of the same, shall deal or trade in buying or trary to this selling goods, warcs, merchandise, or commodities, whatsoever, contrary to the provisions of this act, all and every person and persons by whom any order or direction for so dealing or trading shall have been given, and all and every person and persons who shall have been concerned as parties or agents therein, shall forfeit and lose treble the value of the goods, wares, merchandise, and commodities, in which such dealing and trade shall have been; one half thereof to the use of the informer, and the other half thereof to the use of the United States; to be recovered in any action of law, with costs of suit.

the United

13. That if the said corporation shall advance or lend any Penalties for making un- sum of money for the use or on account of the government of lawful loans to the United States, to an amount exceeding five hundred thous States, or par- and dollars; or of any particular state, to an amount exceeding ticular states, fifty thousand dollars; or of any foreign prince or state, (unless governments. previously authorized thereto by a law of the United States,) all and every person and persons, by and with whose order, agree

or to foreign

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