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H. S. Cutter, R. Harvey, Randall Jones, Erastus Graves, Rufus R. Graves, Michael Kelly, George Wood, Edward D. Tracy, Roger McCarthy, L. Baldwin, Andrews Battle, M. Felton, Joseph S. Ellis, Scott Cray, Warren Phelps, with all such persons as may hereafter become stockholders in the said company, be, and they are hereby incorporated and made a body politic, by the name and style of "The Commercial Bank at Macon," and so shall continue until the first day of January, eighteen hundred and fifty-two, and by that name shall be, and are hereby made able and capable. in law, to have, purchase, receive, possess, enjoy and retain to them, and their successors, lands, rents, tenements, hereditaments, goods, chattels, and effects, of what kind, nature or quality soever, and the same to sell, grant, demise, alien or dispose of, to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of Record in this State, and also to make, have, and use a common seal, and the same to break, alter, and renew, at their pleasure; and also to ordain, establish, and put in execution, such bye-laws, ordinances,, and regulations, as shall seem necessary and convenient for the government of the said corporation, not being contrary to the laws or the constitution of this State or of the United States, or repugnant to the fundamental rules of this corporation, and generally to do and execute all and singular, such acts, matters, and things, which to them it shall or may appertain to do, subject nevertheless, to the rules, regulations, restrictions, limitations, and provisions, hereinafter prescribed and declared.
Sec. 2. And be it further enacted by the authority aforesaid, That the subscribers to the capital stock of said Bank, be, and they are hereby required to pay five per cent. of the amount of their subscription by the tenth day of January, eighteen hundred and thirty-two; and twenty per cent. by the twentieth day of January, eighteen hundred and thirtytwo; and the remainder of their subscriptions in such sums and at such times as the Board of Directors of said Bank, after they shall have organized, for the discharge of the duties devolving on them as such, shall require.
Sec. 3. And be it further enacted by the authority aforesaid, That Oliver H. Prince, Myron Bartlett, and Carlton B. Cole, be, and they are hereby appointed commissioners for receiving the amounts to be paid on the capital stock of said Bank at the times specified in the second section of this act, and the said commissioners are hereby authorised and required to assemble at Macon, at the times specified in the second section of this act, and to receive said sums from the sub
scribers to said stock in gold and silver coin, bills of the United States' Bank or its Branches, which are at par in this State, or bills of the State Banks, receivable at the Treasury for taxes, and to issue certificates for the said stock to the said subscribers on the payment of the said five per cent, which certificates may be exchanged for others to be issued by the President, and board of directors, or by such personsas they may authorise, and the moneys so received by the aforesaid commissioners, they are hereby required to pay over to the board of directors, immediately on their entering on their duties as such: Provided, That the directors of said Bank, shall not be authorised to issue any bills or notes, until the sum of one hundred thousand dollars in gold or silyer coin, shall have been actually received on account of the subscriptions of the said stock, and deposited in said bank.
Sec. 4. And be it further enacted by the authority aforesaid, That if any subscriber or subscribers to the capital stock of the said Bank, shall refuse or neglect to comply with the stipulations specified.in the, second section of this act, then, and in that case, every and ali such amounts of stock on which an instalment is due and unpaid, shall be forfeited to the company, and the board of directors shall immediately proceed to , sell all such stock so forfeited to any person or persons, who may apply for the same: Provided, That it shall not be lawful for them, the said directors, to sell such stock to any per sor. or persons, who are at the time of applying for the same, owners in their own rights of one hundred shares of the stock of said Bank. Nor shall it be lawful for the said directors to sell more than one hundred shares of the said stock to any one individual or copartnership,
Sec. 5. And be it further enacted by the authority aforesaid, That the capital stock of said Bank, shall consist of four hundred thousand dollars, divided into four thousand shares of one hundred dollars cach.
Sec. 6. And be it further enacted by the authority aforesaid, That for the well ordering of the affairs of the said Corporation, there shall be nine directors, who shall be elected annually on the first Monday of February of each year, by the stockholders, or the proprietors of the capital stock of said Corporation, when a majority of votes given in shall [be], required to make a choice. The first election to take place on the first Monday in February, eighteen hundred and thirty-two-And those who shall be duly chosen, shall be capable of serving as directors by virtue of such choice, until the end or expiration of the first Monday in February next ensuing the time of
such election, and no longer; and the said directors at their first meeting after such election, shall choose one of their number President, and in case of his death, resignation, removal from the State or from the board of directors, the said directors shall proceed to fill the vacancy by a new election for the remainder of the year, and in case it should at any time happen that an election of directors should not be made upon any day, when pursuant to this act, it ought to have been made, the said Corporation shall not for that cause, be deemed to be dissolved, but it shall be lawful on any other day, to hold and make an election of directors, in such manuer as shall have been regulated by the rules and bye-laws of the said corporation: And provided, That in case of the death, resignation, absence from the State, or removal of a dircctor, his place may be filled by a new choice for the remain, der of the year, by the remaining directors.
Sec. 7. And be it further enacted by the authority aforesaid, That the board of directors for the time being, shall have power to elect a Cashier and such other officers and clerks under them, as shall be necessary for executing the business of the company, and to allow them such compensation for their services respectively as they may deem reasonable; and shall be capable of exercising such other powers and au- . thorities, of making, revising, altering or annulling, all such bye-laws and regulations for the government of the said company, and that of their officers and affairs, as they or a majority of them, shall from time to time think expedient, not inconsistent with law, and to use, employ, and dispose of the joint stock, funds, or property of the company (subject only to the restrictions herein contained) as to them or a majority of them shall seem expedient.
Sec. 8. And be it further enacted by the authority aforesaid, That the Cashier, before he enters on the duties of his office, shall be required to give bond with two or more securities to the satisfaction of the directors, in such sum as they may by their bye-laws order and direct, from time to time, with condition for the faithful performance of his duties; and the President, Cashier, and other officers of the Bank, shall take the following oath on entering on the duties of their respective offices: I, A. B. do solemnly swear (or affirm) that I will well and faithfully discharge the duties of President, Cashier, or other officer, (as the case may be) of the Commercial Bank at Macon, which oath shall be subscribed and entered on the minutes.
Sec. 9. And be it further enacted by the authority aforesaid, That the following rules, regulations, limitations, and pro
visions, shall form and be fundamental articles of the Constitution of the said Corporation.
Rule 1st. The number of votes, in electing directors, to which each stockholder shall be entitled, shall be according to the number of shares he shall hold, each share to be entitled to one vote, from one, to one hundred shares. But no stockholder shall be entitled to more than one hundred votes, and no share or shares (after, the first election) shall confer a right of suffrage, which shall not have been holden by the person in whose name it appears, at least three Calendar months previous to the day of election, and unless it be holden by the person in whose name it appears, absolutely and bona fide in his own right, or in that of his wife, and for his or her sole use and benefit, or as Executor,. Administrator, or Guardian, or in the right and use of some copartnership, corporation, or society, of which he or she may be a member, and not in trust for or to the use of any other person; any stockholder being absent, may authorise, by power of attorney under seal, any other stockholder to vote for him, her or them.
Rule 2d. A fair and correct list of the stockholders shall be made out at least two weeks before any election of directors, to be submitted to the inspection of any stockholder, who shall require to see the same, to the end that public information may be given to the parties concerned of their co-proprietors and stockholders, and to prevent a division of shares in order to obtain to the person or persons so dividing them, an undue influence, the managers of elections for directors, shall cause to be administered to every stockholder offering to vote, the following oath: You, A. B. do solemnly swear, (or affirm) that the stock you now represent is, bona fide, your property, that you are a citizen of the United States, and that no other person or persons is or are concerned therein; and to any person voting by proxy, or for a minor, or in right, or in trust for any other person entitled to vote, the following oath: You, A. B. do solemnly swear (or affirm) that the stock of C. D. whom you now represent, is to the best of your knowledge and belief the property of the said C. D. and that he is a citizen of the United States and that no other person or persons is or are concerned therein; any stockhold-· er refusing to take such oath or affirmation, shall not be allowed to vote at such election.
Rule 3d. None but a stockholder entitled in his own right to fifty shares, and being a citizen of this State, and not being a director of any other Bank, shall be eligible as a direc
tor, and if any one of the directors, after being elected, shall at any time, during the term for which he shall have been chosen, cease to be a stockholder, his seat shall thereupon become vacated; and the remaining directors or a majority of them, shall at their next meeting pass an order, declaring him no longer to be a director.
Rule 4th. The stockholders shall make such compensation to the President for his services, as shall appear to them rea-, sonable.
Rule 5th. Not less than five 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, his place may be supplied by any director, appointed by the board of directors present for that purpose.
Rule 6th. Any number of stockholders representing five hundred shares or upwards, shall have power at any time to call a meeting of the stockholders for purposes relative to the institution, giving at least sixty days notice in a public gazette, at Macon, Milledgeville, Augusta, and Savannah, specifying in such notice the object or objects of such meeting.
Rule 7th. The lands, tenements, and hereditaments which it shall be lawful for the said Corporation to hold, shall be only such as shall be requisite for its immediate accommodation, in relation to the convenient transaction of business, and such as have been bonafide, mortgaged to it as 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.
Rule 8th. 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 three times the amount of their stock paid in, over and above the amount of monies actually deposited in their vaults for safekeeping; in case of excess the directors under whose administration it shall happen, shall be liable for the same in their individual,' 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 of record in the United States, having competent jurisdiction, or either of them by any creditor or creditors of the said Corporation, and may be prosecuted to judgment and execu