Art. 16. In all cases where any urgent or unusual application is made for discounts, a note must be addressed to the cashier, stating the circumstances causing such application, and it shall be the duty of the cashier to lay the same before the board.

Rules of order. ·

Rule 1st. When the president takes the chair, the members shall take their seats.

Rule 2d. The minutes of the preceding meeting shall be read by the cashier, or some member of the board, before the board proceed to any other business.

Rule 3d. The President shall be judge of order, and his decisions immediately submitted to, unless two members require an appeal to the board. He shall name all committees, unless the board shall otherwise determine. He shall call special meetings of the board whenever, in his opinion, the business may require it, or at the request of three members. The president shall have a vote on all questions before the board, without, however, its giving any preponderating weight in cases of equal division.

Rule 4th. A member may call for the division of a question or resolution when the sense will admit of it; but no amendment which tends to destroy the general meaning of a resolution shall be admitted.

An act to incorporate and establish the Franklin Bank of Cincinnati, passed February 19, 1833.

Sec. 1. Be it enacted by the General Assembly of the State of Ohio, That there shall be, and is hereby established, in the city of Cincinnati, a bank by the name of "the Franklin Bank of Cincinnati," with a capital of one million of dollars, to be divided into shares of one hundred dollars each, and subscribed and paid for by individuals, companies, or corporations, in the manner hereinafter mentioned and specified: which subscribers and stockholders shall be, and hereby are, erected a body politic and corporate, by the name and style of "the President, Directors, and Company of the Franklin Bank of Cincinnati," and so shall continue such body politic and corporate, from the first day of March next until the first of January, which will be in the year of our Lord one thousand eight hundred and forty three, and by that name shall be competent to contract and be contracted with; to sue, and be sued; plead, and be impleaded; answer, and be answered unto; defend, and be defended, in all courts and places, and in all matters whatsoever; with full power and authority to acquire, hold, possess, use, occupy, and enjoy, and the same to sell, convey, and dispose of, all such real estate as shall be necessary and convenient for the transaction of its business; or which may be conveyed to said bank as collateral security for, or received in payment of, any debt which may become due, or owing to the same, or in satisfaction of any judgment of a court of law, or by order or decree of a court of equity in their favor; and may have and use a common seal, and the same alter, change, break, and renew, it

pleasure; and may also make, ordain, and establish, and put in execution, such by-laws, ordinances, rules, and regulations, as shall be necessary and proper for the good government of said bank, and the prudent and efficient management of its affairs: Provided, That no by-laws, ordinances, rules, or regulations of the same, shall in any wise be contrary to the constitution and laws of this State or of the United States.

Sec. 2. That said bank shall have and keep an office of discount and deposite in said city of Cincinnati, and at no other place, where its banking business shall be transacted, and its books of accounts, journals, and records, shall be kept. And it shall be lawful for said bank to loan money, buy, sell, and negotiate bills of exchange, checks, and promissory notes, and to discount, upon banking principles and usages, bills of exchange, post-notes, promissory notes, and other negotiable paper, or obligations for the payment of a sum of money certain; to issue bills or bank notes, payable to bearer on demand, and at the office of discount and deposite; and to draw and issue post-notes, bills of exchange on individuals, companies, or corporations, payable to order, and at such a place, and at such a time or day, as the directors for the time being shall deem expedient: Provided, That it shall not be lawful for said bank to issue any bills, notes, checks, orders, tickets, or other paper, payable to bearer, other than such as are made payable on demand, and at its office of discount and deposite; nor shall, it issue any bills, notes, checks, orders, tickets, or other paper, payable to bearer or otherwise, for a less sum or denomination than one dollar; nor of a less denomination than five dollars, other than those of one, two, and three dollars.

Sec. 3. That the total amount of debts which the said bank shall at any time owe, whether by bond, bill, note, or other contract, shall not exceed twice the amount of the capital stock actually paid in, exclusive of the sum due on deposites; nor shall said hank at any time discount notes or bills of exchange to an amount exceeding twice the amount of the capital stock actually paid in, and in case of excess, the directors, under whose administration it shall happen, shall be liable for the same in their natural and private capacities, in action of debt against them, or any of them, their, or any of their respective heirs, executors, or administrators, in any court proper and competent to try the same, by any creditor or creditors of said bank; and may be prosecuted to judgment and execution, any condition, covenant, or agreement, to the contrary notwithstanding; but this shall not be con strued to exempt said bank, or the lands, tenements, goods, chattels or funds of the same, from being also liable for, and chargeable with, such excess; and any director or directors who may be absent when such excess is 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 of their absence, or dissent, to the auditor of State, and to the stockholders at a general meeting, which they shall have power, and it is hereby made their duty immediately to call for that purpose, by giving ten days' notice thereof in two newspapers printed in said city of Cincinnati.

Sec. 4. That said bank shall not, at any time, suspend or refuse payment, in gold or silver, of any of its notes, bills, or other obligations due and payable, or of any moneys received upon deposite; and in case the officers of the same, in the usual banking hours at the office of discount and deposite, shall refuse or delay payment, in gold or silver, of any note or bill

A

of said bank there presented for payment, or the payment of any money previously deposited therein, and there demanded by any person or persons entitled to receive the same, said bank shall be liable to pay, as additional damages, at the rate of twelve per cent. per annum on the amount thereof, for the time during which such payment shall be refused or delayed; and in all cases where payment of any such debts shall be so refused or delayed, any stockholder who may not have paid the full amount of the shares by him owned, shall be liable in his individual capacity to the creditors, to the amount of the debt due such creditor, not exceeding the amount of said shares remaining unpaid: "Provided, That the Legislature may, at any time hereafter, enact laws enforcing and regulating the recovery of notes, bills, or debts of which payments shall have been refused, as in this section mentioned, with the rate of interest there mentioned; also, to amend, alter, or repeal this act, after such refusal having been made and duly established in the proper court having jurisdiction thereof."

Sec. 5. That the real and personal estate, business, property, funds, and prudential concerns of said bank, and the administration of its affairs, shall be under the direction, management, and control of a board of thirteen directors, who shall be stockholders to the amount of not less than ten shares each, and residents within the State, and citizens of the United States, and after the first election, they shall be elected by the stockholders, on the first Monday of April, annually, at such times of the day, and at such place in the city of Cincinnati, as the said directors for the time being shall appoint; they shall hold their office for the term of one year, and until their successors shall be chosen; and notice of every such election shall be advertised and published for three weeks next preceding the same in two of the newspapers printed in said city, and shall be by ballot, and a plurality of votes to be received and counted in public, by and under the direction of three stockholders under oath, and not directors at the time, nor at any time within the year next preceding, to be previously appointed by the board of directors for that purpose; and at every such election, and at all other meetings of the stockholders, held under the provisions of this act, each and every stockholder shall be entitled to one vote for each share which he may hold in his own right, up to twenty shares; and one vote for every five shares he may own above that number: Provided, In no case shall any stockholder be entitled, in his own right, to more than fifty votes; and, after the first election, no share shall confer a right of suffrage which shall not have been holden by the owner thereof, and so appearing on the books of said bank, at least three calendar months previous to the day of election; any stockholder, not personally attending such election, or other regular meeting of the stockholders, and having a right to vote, may vote by proxy; such proxy being granted directly to a stockholder present at such election or meeting: Provided, That no director of any other bank, nor partner of such director, shall be eligible to the office of director of this bank, although he may be a stockholder therein; and any director accepting an office in any other bank, or becoming a partner of any officer of another bank, shall be deemed to have vacated his place in this bank: And provided, further, That in case it shall so happen that an election of directors should not be made on the day when, by this act, it ought to have been made, this corporation shall not for such cause be deemed to be dissolved; but it shall and may be lawful for said stockholders to make an election of directors on any other day, in such manner as may be provided for by the by-laws and ordinances of said bank.

Sec. 6. That the directors duly chosen under the provisions of this act shall, as soon as may be, after the first and every annual election, elect from their own body a president, who shall preside in the board until the next annual election: and in case of his death, resignation, or absence, a new S president shall be chosen; but in case of temporary absence, a president pro tempore shall be appointed; they shall fill all vacancies which may occur in their own body during the time for which they shall be elected, and @shall appoint a cashier and all subordinate officers, clerks, agents, and servants of said bank, fix their compensation, define their powers, and prescribe their duties, who shall give such bonds, and in such penal sums, with such conditions and with such securities, as the said directors shall prescribe, and hold their several offices during the pleasure of the board, under such regulations, restrictions, and limitations, not inconsistent with the provisions of this act, and the by-laws, ordinances, rules, and regulations of said bank as the directors, for the time being, shall prescribe; they shall make such bylaws, rules and regulations for their own government, and for the manageà ment and disposition of the property, estate, funds, and business of said bank, and all matters appertaining thereto, as shall be needful and proper, not contrary to the provisions of this act, and the by-laws, ordinances, rules and regulations adopted at any regular meeting or meetings of the stockholders; they shall hold stated meetings as often as once in every week, on such day, and at such hour of the day, as they, from time to time, shall appoint, and such other times as the president thereof shall order and direct; and a majority of the whole number shall constitute a quorum, and be com. petent to the transaction of any business within the scope of their powers, and connected with their official duty; and all questions before the board shall be decided viva voce, or by ballot, by a majority of the directors present, except in matters of discount, which shall be regulated by the by-laws of the corporation; any two of whom may require the yeas and nays to be taken on any proposition submitted, and entered and recorded in the journal of their proceedings; and no vote shall be reconsidered by a less number than were present and voting when the original vote was taken; but all questions and matters of discount shall be regulated by the by-laws of the corporation; and it is hereby expressly prohibited to said directors, from discounting any bill or note, having no other security or guarantee of payment than the stock in said bank belonging to said drawer or drawers, and that no money shall be drawn from said bank, on a pledge of stock alone; they shall, on the first Monday of January and July, annually, make and declare such dividends resulting from the profits of said bank as shall not impair, nor in any wise lessen the capital stock of the same, and cause the same to be paid on demand, to the several stockholders thereof: Provided, always, That the State of Ohio shall be entitled to and receive five per cent. on all dividends made, accumulated, or funded by said bank, the demand and payment of which shall be made agreeably to the provisions of the act passed March 12th, eighteen hundred and thirty-one, entitled "An act to tax bank, insurance, and bridge companies:" Provided, That no dividend of more than three per cent. shall be declared and paid on the capital stock of said bank or any part thereof, previous to the first day of January, in the year eighteen hundred and thirty-four, nor subsequently, until said bank shall accumulate and have on hand a surplus or contingent fund rising from the profits of its business, of at least thirty thousand dollars; and no such dividend shall thereafter be made, by which such surplus or

contingent fund shall be reduced below said sum of thirty thousand dollars: And provided, also, That no such dividend shall be paid on any stock that has not been fully paid, but shall be passed to the credit of such stock as part payment thereof: And provided, also, That in case the said directors shall at any time make any dividend of the profits or other property of said bank, by which the capital stock thereof shall in any wise be lessened or impaired, or shall, by any official mismanagement or neglect of duty, cause any loss or deficiencies of said capital stock, the directors consenting thereto, or guilty of such mismanagement or neglect, shall be severally liable, in their individual and private capacities, to any stockholder or creditor of said bank, who may have sustained injury thereby, to double the amount of such injury, and each and every director shall be deemed to have consented to such dividend, and guilty of such mismanagement or neglect, unless he shall forthwith give notice of his dissent thereto, or absence from the insti tution, to the auditor of State, and to the stockholders, as is provided for in the fourth section of this act.

Sec. 7. That the board of directors shall allow and establish the compen sation to be paid to the president: but no other director shall be allowed to receive any salary, compensation, or reward for his services, unless the same shall be voted by the stockholders at some regular meeting duly notified under the provisions of this act; and it shall be the duty of said directors, and they are hereby required, as often as once in three months, to cause a strict examination to be made of the accounts of the cashier, and a full and complete settlement thereof; and a statement of such examination and settlement shall be entered on the journals of the proceedings of said boards and it shall not be lawful for the cashier, or other subordinate officer, clerk, or teller of said bank, either directly or indirectly, to engage in or carry on any other business than that of said bank, without permission of the board of directors, under the penalty of five thousand dollars, to be recovered in an action of debt brought in the corporate name, and for the use of said bank; and no president, cashier, clerk, or teller of said bank shall be permitted to vote at any election for directors as the attorney, agent, or proxy of any stockholder.

Sec. 8. That it shall be the duty of the directors of said bank, in the month of January, annually, to transmit to the auditor of State an accurate and just statement of the condition of said bank as it existed on the first Monday of January; which statement shall specify the amount of capital stock actually paid in, and the value of the real estate belonging to the same; the amount of stock subscribed, if any, and remaining unpaid; the total amount of debts due to and from said bank; the amount of gold and silver, and other coined metals on hand; of money deposited; of bills in circulation: of bills on hand of solvent banks incorporated by this State, and also of those incorporated elsewhere; of bills of one, two, and three dollars in circulation, and the amount of such bills on hand; the rate and amount of the last dividend of profits, with the amount of the surplus or contingent fund of said bank; which statement shall be signed by at least a majority of the directors, and verified by the oaths of the president and cashier, before some magistrate competent to administer the same; and it shall be the duty of the auditor of State, immediately on receiving any such statement, to cause the same to be published three weeks successively in some paper printed at Columbus, and also in one other paper printed at Cincinnati, at the expense of said bank.