Directors. 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 withsaid excess. Such Liability of 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 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 secretary of the treasury of the United States, and to the stockholders at a general meeting which they shall have a power to call for that purpose; and the body coporate, hereby created, and the capital stock thereof, shall be liable for all the debts and engagements contracted, or which, before or on the said fourth day of March, in the year eighteen hundred and eleven, shall be contracted by the company or co-partnership heretofore created by the articles of association herein before mentioned, and which carried on the banking business under the name and style of "The President and Directors of the Bank of Washington;" and the creditors of the said copartnership shall have the like remedy by action, against the said body corporate, as they had or have, or may or can have, against the said co-partnership. Sec. 20. And be it further enacted, That in case it should at any time happen, that an election of directors should not be made on Elections. any day when, pursuant to this act, it ought to have been made, the said corporation shall This to be public act. 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, at a meeting to be called, in such manner as shall be prescribed by the laws and ordinances of the said corporation. Sec. 21. And be it further enacted, That this act shall, to all intents and purposes, be deemed a deemed and held a public act, and be and continue in force for the term of ten years, from and after the fourth day of March, which will be in the year of our Lord one thousand eight hundred and eleven, and no longer. J. B. VARNUM, Speaker of the House of Representatives. Vice-President of the United States, and February 15, 1811. APPROVED, JAMES MADISON. CHAPTER LXXXIV. AN ACT to incorporate the subscribers to the Farmers' Bank of Alexandria. BE it enacted by the Senate and House of Representatives of the United States of America, in Congress assembled, That the present subscribers to the Farmers' Bank of Alexandria, as well as those who shall hereafter become subscribers to the same, their successors and assigns, shall be, and they are hereby created a corporation and body politic by the name and style of the Farmers' Bank of Alexandria; and by that name and style shall be and are hereby made able and capable in law to have, purchase, receive, Bank incorpossess, enjoy and retain, to them and their porated. successors, lands, rents, 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 or any other place whatsoever, subject nevertheless to the rules, regulations, restrictions, limitations and provisions hereinafter prescribed and declared. Sec. 2. And be it further enacted, That the capital stock of said corporation may consist of five hundred thousand dollars, divided Capital. into shares of fifty dollars each; and subscriptions, towards filling up the remaining part of said stock not already subscribed, may be opened by the President and Directors of the Bank, at such times and places, and under such regulations, as they shall direct; and it shall be lawful for any person, a citizen of the United States, to subscribe; and it shall be the duty of the President and Directors to give notice in two ne:vspapers, or more, published in the district of Columbia, of the times and places of opening such subscriptions, at least thirty days previous thereto; and each of said subscriptions shall be kept open one day at least, and such further time as said directors may order. Sec. 3. And be it further enacted, That the lands, tenements and hereditaments, which it shall be lawful for the said corporation to Not to hold hold, shall be only such, as shall be requi- real property, site for its immediate accommodation, in re- tai purposes. lation to the convenient transaction of its bu siness, and such as shall have been conveyed &C. to it, in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales on judgments, which shall have been obtained for such debts; nor shall this corporation directly or indirectly deal in or trade in any thing, except bills ofexchange, gold or silver bullion; or in the sale of goods, really and truly pledged for money lent, and not redeemed in due time; or of goods which shall be the produce of its land; or of goods sold by virtue of an execution, on a judgment obtained by them. Sec. 4. And be it further enacted, That for Directors,&c. the well ordering the affairs of the said corporation, there shall be thirteen directors, of whom there shall be an election on the first Monday in January, in each year, by the stockholders or proprietors of the capital stock of the said corporation, and by plurality of the votes actually given; 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 Monday of January next ensuing the time of such election, and until others shall be chosen. But the first election of directors under this act shall not take place, until the first Monday in January, in the year one thousand eight hundred and twelve; and the said directors, at their first meeting after each election, shall choose one of their number as President. No person, a director of another bank, shall be a director of this bank: Provided, That 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 corporation shall not for that cause be deemed to be dissolved; but it shall Proviso. be lawful on any other day, within fifteen days thereafter, to hold and make an election of directors, in such manner as shall have been regulated by the laws and ordinances of said corporation. lument. Sec. 5. And be it further enacted, That no Directors to director shall be entitled to any emolument, have no emounless the same shall have been allowed by the stockholders at a general meeting. The directors shall make such compensation to the President, for his extraordinary attendance at the bank, as to them shall appear reasonable. Officers of Sec. 6. And be it further enacted, That the directors for the time being shall have power the Bank. to appoint such officers and servants under them, as may be necessary for executing the business of the said corporation, and to allow them such compensation for their services respectively, as shall seem reasonable: and shall be capable of exercising such other powers and authorities for the well governing and ordering of the affairs of the said corporation as shall be described, fixed and determined by the laws, regulations and ordinances of the same. Sec. 7. And be it further enacted, That the President and directors shall determine Rules, &c. the manner of doing business, and the rules &c. and forms to be' pursued, and dispose of the money and credit of the bank in such manner as shall seem to them best calculated to promote the interest of the proprietors. Sec. 8. And be it further enacted, That stockholders shall vote, at all elections for di rectors, by ballot, in person, except those who shall reside out of the town of Alexandria, who may vote either in person, or by a writ Votes. |