ing instal

Corporation

estate.

as this Commonwealth shall subscribe, in manner hereinafter mentioned, divided into shares of one hundred dollars each, which shall be paid in at five equal instalments; the first on the fifteenth day of October next, the second on the fifteenth day of April next, and the third on the fifteenth day of October, which will be in the year of our Lord one thousand eight hundred and twelve, the fourth on the fifteenth day of Time of payApril, and the fifth on the fifteenth day of October, which ments. shall be in the year of our Lord one thousand eight hundred and thirteen. And the stockholders, at their first meeting, shall, by a majority of votes, determine the mode of transferring and disposing of said stock, and the profits thereof, which being entered in the books of said corporation shall be binding on the stockholders, their successors and assigns until they shall otherwise determine; and the said corporation are hereby made capable in law, to have, hold, purchase, receive, possess, enjoy and retain to them, their successors and assigns, lands, rents, tenements, and hereditaments, to the amount of one hundred thousand dollars, and no more at any may hold rea! one time, with power to bargain, sell, and dispose of the same, and to loan and negotiate their monies and effects, by discounting on banking principles, on such security as they shall think advisable: Provided however, That nothing herein con- Proviso. tained shall restrain or prevent the said corporation from taking and holding real estate in mortgage, or on executions, to any amount, as security for, or in payment of any debts due to the said corporation: And provided further, That no monies shall be loaned, or discounts made, nor shall any bills or promissory notes be issued from said bank, until the capital subscribed and actually paid in and existing in gold and silver in their vaults, shall amount to six hundred thousand dollars, nor until the said capital stock actually 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 directors 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 a part of said capital, and to return a certificate thereof to the Governor.

SEC. 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 cor

tions and pro

visions.

poration 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 capacRules, limita ities; 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. of said directors who may have been 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.

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 citizen of this Commonwealth, and resident therein, shall be eligible for a director; and the directors shall choose Persons eligi- one of their own number to act as President; and the cashier before he enters upon 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.

ble as Presi

dent.

Annual meetingĵof stock

heid.

Fifth. No director of any other Bank shall be elegible to the office of director of this Bank, although he may be a stockholder therein; and any director, accepting any office in any other Bank, shall be deemed to have vacated his place in this Bank.

Sixth. That for the well ordering the affairs of the said corholders to be poration, a meeting of the stockholders shall be held at such places as they shall direct, on the first Monday in October annually, and at any other time during the continuance of the 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 direct

ors, 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, shall 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 President way 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.)

be paid.

issued less than

Ninth. All bills issued from the Bank aforesaid, and sign, Bills not to be ed by the President, shall be binding on the corporation; but five dollars. it shall not be lawful for them to issue any bills of a less denomination than five dollars.

Tenth. The directors shall make half yearly dividends of all the profits, rents, premiums, and interest of the Bank aforesaid.

Eleventh. The directors shall have power to appoint a Cashier, Clerks, and such other officers for carrying on the business of said Bank, with such salaries as to them shall seem

meet.

Twelfth. In case the officers of said corporation in the usual banking hours at said Bank, shall refuse or delay payment in gold or silver of any note or bill of said corporation there presented 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 re-fused or delayed.

Thirteenth. In case any loss or deficiency of the capital stock shall arise from the official mismanagement of the directors, the persons who are stockholders at the time of such mismanagement shall, in their private and individual capacities be respectively 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.

Dividends.

Individual property liable debts.

Fourteenth. The holders of the shares or stock in said corporation when this Act may expire, shall be chargeable in for the bank's their 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.

SEC. 4. And be it further enacted, That the said Bank shall be established and kept in the town of Boston aforesaid,

Obligation to loan to the Common. wealth.

special com

mittee empow cred.

Manner of

calling a meeting of stockholders.

Directors re

quired to

thority.

SEC. 5. And be it further enacted, That whenever the Leg islature 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.

SEC. 6. And be it further enacted, That any committee specially appointed by the Legislature for the purposes shall have a right to examine into the doings of said corporation, and shall 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.

SEC. 7. And be it further enacted, That the persons herein before named, or any three of them, are authorized to call a 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 bye-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.

SEO. 8. And be it further enacted, That it shall be the duty of the directors of said Bank to transmit to the Governor and Council of this Commonwealth, for the time being, once in six transmit to an- months at least, and as much oftener as they may require, accurate and just statements of the amount of the capital stock of 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.

SEC. 9. And be it further enacted, That in addition to the capital stock aforesaid of three millions of dollars, the Commonwealth may be interested in the said corporation to the 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.

notes.

SEC. 10. And be it further enacted, That the said corpora Counterfej tion shall be liable to pay to any bona fide holder, the original amount of any note of said Bank, altered in the course of its circulation to a larger amount, notwithstanding such alteration.

Тах.

SEC. 11. And be it further enacted, That the said corpora- Tax. tion, from and after the first Monday of October, in the year of our Lord 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 orig inal stock, which shall at the time of said dividend have been actually paid in: Provided however, That the same tax, pay- Proviep able in manner aforesaid, 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.

propriated for

SEC. 12. And be it further enacted, That one tenth part of Proportion ag the whole funds of said Bank shall always be appropriated to loans. loans to be made to citizens of this Commonwealth, not resident in the town of Boston, and wherein the directors shall wholly and exclusively regard the agricultural and manufac 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 terin 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.

to be director

SEC. 13. And be it further enacted, That the Treasurer of State treasuret the Commonwealth for the time being, shall, ex officio be a ex-officio. director of said Bank, in addition to the directors by law to be chosen 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,

[This Act passed June 27, 1811.]