how chosen. for election stockholders, or proprietors of the capital stock of the said corporation, and by plurality of votes actually given in; and those who shall be duly chosen at any election shall be capable of serving as directors, by virtue of such choice, until the end or expiration of the first Monday in January next, ensuing the time of such election, and no longer; and the said directors, at their first meeting after each election, shall choose one of their number as president; and in case President, of his death, resignation, removal from the state, or from the board of direction, the said directors shall proceed to fill the vacancy by a Vacancies of new election for the remainder of the year: Provided always, and president. be it further enacted, that as soon as the sum of thirty thousand dollars in gold and silver shall have been actually received on account of the subscriptions to the said stock, notice thereof shall be given, by the commissioners herein before named, in the gazettes of the city of Advertising Savannah and Augusta; and the commissioners shall, at the same of directors. time, in like manner, notify a time and place, within the said city of Savannah, at the distance of thirty days at least from the date of such notification, for proceeding to the election of directors; and it shall be lawful for such to be then and there made, and the persons who shall then and there be chosen, shall be the first directors, and shall receive from the said commissioners the net proceeds, after deducting expenses, which may be in their hands, and shall be capable of acting, by virtue of such choice, until the end or expiration of the first Monday in January next, ensuing the time of making the same; and shall forthwith thereafter commence the operation of the said bank, at the said city of Savannah: And provided further, that in Failure of case it should at any time happen, that an election of directors should elections. 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 manner as shall have been regulated by the by-laws of the said corporation; and pro- Vacancies of vided, that in case of the death, resignation, absence from the state, or removal of a director, his place may be filled up by a new choice, for the remainder of the year, by the remaining directors. 37. Sec. VIII. The following rules, restrictions, limitations, and provisions, shall form, and be fundamental articles of the constitution of the said corporation. directors. of voters, ac shares. Rule 1st. The number of votes, to which each stockholder shall Qualification be entitled, shall be according to the number of shares he shall hold, cording to in the following proportion: that is to say, for one share, one vote; for two shares, and not exceeding five, two votes; for every five shares, above five, one vote: Provided, that no person, corporation, or body politic, or corporate, shall be entitled in his, her, or their own right, to more than sixty votes; and, after the first election, no share or shares shall confer a right of suffrage which shall not have been holden and transferred, according to the rules of the bank, three calendar months previous to the day of election. Qualification 38. Rule 2d. None but a stockholder, entitled in his own right to twenty shares, and being a citizen of the state, and not being a direc- of directors. tor of any other bank, shall be eligible as a director; 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 Vacancies. a majority of them, shall, at their next meeting, pass an order declaring him no longer to be a director. President to be compensated. Five directors form a board. President pro tem. Meeting of stockholders, 39. Rule 3d. The stockholders shall make such compensation to the president for his services as shall appear to them reasonable. 40. Rule 4th. 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, whom he, by writing under his hand, shall nominate for the purpose. 41. Rule 5th. A number of stockholders, not less than twenty, how called. who, together, shall be proprietors of two 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 the gazettes of the city of Savannah and Augusta, specifying in such notice the object or objects of such meeting. Officers to give security. What real estate may be held by the company. The bank may owe three times the amount of its capital. Certificates 42. Rule 6th. The cashier or treasurer of the bank, for the time being, and all other officers, appointed by the directors, (except the president,) before he or they enter upon the duties of his or their office, shall give bond, with two or more securities, to the satisfaction of the directors, in such sum or sums as shall be required by the said directors, with condition for his or their good behaviour, and a faithful discharge of duty. 43. 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 its business, and such as shall have been bona fide 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: And in every instance in which the said company may become owners or claimants of lands, tenements, or hereditaments, the board of directors are empowered to sell or dispose of the same, in such manner as they shall deem beneficial to the use of the said company. 44. 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 capital stock, over and above the amount of specie actually deposited in their vaults for safe keeping. 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, 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 said corporation, or the lands, tenements, goods, and chattels of the same, from being also liable for, and chargeable with the said excess; and such of the said directors, who may have been absent when the said excess was contracted or created, or who 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 having their dissent, if present, entered upon the minutes of the said corporation. 45. Rule 9th. The directors shall have power to issue to the of stock to be subscribers their certificates of stock, which shall be transferable on issued, and how trans- the books of the cashier only, by personal entry, of the stockholder, his legal representative, attorney, guardian, or trustee, duly authorized for that purpose. ferred. how to vote. 39 46. Rule 10th. That the stockholders at their meeting shall vote Stockholders, in person, or by attorney duly authorized for that purpose, which power shall be executed in the presence, and to be certified by a justice of the peace or notary public of the county or state where the shareholder resides, and minors or feme coverts shall vote by his, her, or their guardians, or trustees, duly authorized. concerned in 47. Rule 11th. The company shall in no case, directly or indi- Shall not be rectly, be concerned in commerce or insurance, or in the importa- commerce or tion or exportation, purchase or sale, of any goods, wares, or mer- insurance. chandise whatever, (bills of exchange, notes, and bullion, only excepted,) except such goods, wares, and merchandise, as shall be truly transferred, conveyed, or pledged to them, by way of security for money actually loaned and advanced, or for debts due, owing, or growing due to the said corporation, or purchased by them to secure such debt so due to the said corporation, or to indemnify and secure the said corporation for advances to be made, or notes to be discounted, or to effect the insurance on the property that may belong, or be thus pledged, to the said company for its security. on contracts. 48. Rule 12th. The bills obligatory and of credit, notes, and other How liable contracts whatever, on behalf of the said corporation, shall be binding and obligatory upon the said company, provided the same be signed by the president, and countersigned or attested by the cashier, of the said corporation; and the funds of the said corporation shall in no case be liable for any contract or engagement whatever, unless the same shall be so signed and countersigned or attested as aforesaid; and the books, papers, and correspondence, and the funds of Books, pathe company, shall at all times be subject to the inspection of the pers, &c. to board of directors and stockholders, when convened, according to the inspection. provisions of this act. Rule 13th. [As to dividends-same as sec. 21.] be open to Dividends. Minutes. 49. Rule 15th. The corporation shall exist and continue until the Duration of first day of January, 1841; when it shall cease from discounting or the charter. making further emoluments as a corporation; nevertheless the said corporation shall continue after the expiration of its charter, until the concerns and claims of the said bank are finally settled and wound up, so as to enable the said bank to appear as plaintiff or defendant, and to obtain by suit or otherwise, a settlement and liquidation of its outstanding demands, and in no ways to acquire new property or profits by discount or otherwise. Sec. IX. [As to embezzlement by officers-embraced by the pe- Embezzlenal code; see sec. 105 and 124 of the penal laws.Į ment. Counterfeiting. ney, &c. Sec. X. [As to counterfeiting-see penal laws, 129, 130.] 50. Sec. XI. If any person shall forge, alter, or counterfeit any Forging letletter of attorney, order or other instrument, to transfer or convey ters of attor any share or shares of stock in the Planters Bank of the state of Georgia, or to receive the same or any dividend or part thereof, or shall knowingly and fraudulently demand to have such share or shares, dividend or any parts thereof, transferred, conveyed, or received by virtue of such forged, altered or counterfeited letter of attorney, order or other instrument, or shall falsely and deceitfully personate any Personating true and lawful proprietor or proprietors, of any share or shares of stock or dividend, or money, or other property deposited in the said bank, thereby transferring or endeavouring to transfer the said stock, dividend, money, or other property, or receiving or endeavouring to receive the said stock, dividend, money, or other property; in every such case, the person or persons so offending, and being thereof duly stockholders. In cases of danger or alarm the removed. convicted, shall be adjudged a felon or felons, and suffer such punishment as shall be adjudged by the court before which the said conviction shall take place, so that the same does not extend to death, or less than ten years of servitude or imprisonment. See. XII. [Temporary.] Sec. XIII. [Ratifying and confirming certain releases of forfeitures which had been executed among the former subscribers.] 51. XIV. The 2d, 3d, 5th, and 7th sections of an act, entitled " Am Act to incorporate the Planters' Bank of the State of Georgia, &c. passed the 19th December, 1810," [see sec. 27] be and the same are hereby repealed. Act of Nov. 3d, 1814, Vol. III. 84. 52. The board of directors of the Planters' Bank of the State of Georgia and its officers, are hereby authorized to remove from the bank may be city of Savannah, for such time as they may think proper, and transact business in any part of the state of Georgia, whenever the president and directors, or a majority of the members thereof who may be present, shall think it prudent, from causes of alarm, which in their opinion may endanger the safety of the institution, or in cases of contagion affecting the city, or the vicinity thereof: and all the business of the said bank which may be transacted after such removal, as is authorized by this act, shall be equally binding and legal as if the same had been done and transacted in the city of Savannah. Amount of capital Reservation for the state. be taken. STATE BANK. An Act to incorporate a bank, to be called the Bank of the State of Geor gia.-Passed Dec. 16, 1815. Vol. III. 85. 53. Sec. I. A bank of the state of Georgia shall be established in the city of Savannah, the capital stock whereof shall not exceed one million five hundred thousand dollars, divided into fifteen thousand shares, each share being one hundred dollars. 54. Sec. II. Six thousand shares of said capital stock shall be reserved until the first day of January 1817, on the original terms, then, or at any prior time, to be taken and subscribed for by the state, according to the pleasure of the general assembly, whereby the state, at any subsequent election, shall be entitled to the appointment of six directors; and if the said shares so reserved be not taken by the state. to be disposed of in manner hereinafter prescribed. be 55. Sec. III. [Names the places where, and the commissioners by whom, the books of subscription shall be opened, to be kept open six Shares, how months if not sooner filled]-during which time it shall and may to lawful for any person or copartnership, being citizens of the United States, corporation or body politic established in the United States, to subscribe for any number of shares not exceeding one hundred, except, as hereinbefore provided, relative to the state-Provided, that if the whole number of shares be not taken up within the said space of six months, then, and in that case, it shall be lawful for any person or copartnership, being citizens of the United States, corporation or body politic, established in the United States, to subscribe for any number How to be of the shares unsubscribed for as aforesaid; and the sums respectively subscribed for, shall be payable in manner following, that is to say; paid. * These shares taken, see resolution of same day, Vol. III. 1165 seventeen per centum at the time of subscribing, twenty per centum at the expiration of six months thereafter, and the balance of the sums so subscribed, at such other time or times as the directors of said bank may require and direct; Provided, that sixty days notice of the time at which payment is required to be made, be given in one of the gazettes of Savannah, Augusta, Milledgeville, and Washington, Wilkes county. Sec. IV. [A transcript of sec. 35.] Failure of payment. 56. Sec. V. All those who shall become subscribers to said bank, Incorporatheir successors and assigns shall be, and they are hereby created and ted. made a corporation and body politic, by the name and style of The Syte. Bank of the State of Georgia, 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, to an amount not exceeding in the whole, one million five hundred thousand dollars, or the amount of its capital, if the same shall hereafter be increased, including the amount of the capital stock aforesaid; 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, or any place whatsoever, and also to make, have, and use a common seal, and the same to Common break, alter, and renew at their pleasure; and also to ordain, establish, and put in execution, such by-laws, ordinances, and regulations, as By-laws. shall seem necessary and convenient for the government of said corporation: Provided nevertheless, that such by-laws, rules, and regula- Proviso. tions be not contrary to the laws and constitution of this state, or of the United States; and generally to do and execute all and singular such acts, matters, and things as to them may or shall appertain to do, subject nevertheless to the rules, regulations, restrictions, limitations, and provisions hereinafter prescribed. seal. directors. how elected. fice. 57. Sec. VI. For the well ordering of the affairs of said corpora- Number of tion, there shall be fifteen directors, nine of whom shall be elected by the stockholders, and six by the state; and the nine directors of the stockholders, shall be elected so soon as two hundred and fifty thousand dollars in gold and silver coin shall have been received on account of the subscriptions of the said stock, of whom there shall be an election on the first Monday in May next, and on the same day in each When and year by the stockholders or proprietors of the capital stock, and by the plurality of votes actually given in; and those who shall be duly chosen at any election, shall be capable of serving as directors by virtue of such choice, until the end or expiration of the first Monday in Term of of May next ensuing the time of such election, and no longer; and the six directors to be appointed by the state, shall be chosen by the le- State direcgislature immediately on the passage of this act: Provided always, tors. that as soon as the sum of two hundred and fifty thousand dollars in gold and silver shall have been actually received on account of the subscriptions to said stock, notice thereof shall be given by the commissioners in Savannah, hereinbefore named, in one at least of the public gazettes of Savannah, Augusta, Milledgeville, Washington, and Athens; and the said commissioners shall at the same time in like manner notify a time and place within the said city of Savannah, at the distance of ninety days at least from the date of such notification, for proceeding to the election of directors; and it shall be lawful for such to be then and there made; and the persons who shall be then and there chosen, shall be the first directors, and shall receive from the said commissioners, the money which shall be received by them; and the said direc |
