1

ten ballot, by him or her subscribed with his or her name, and duly acknowleged before a judge of a court, a justice of the peace or notry public; a certificate whereof shall be made on said ballot, by the said judge, justice of the peace or notary public, before whom such acknowlegement shall be made, and said ballot shall be sealed up and directed to the cashier of the bank; and being transmitted to said cashier, before the time of the election, shall be received and counted in the choice of directors. No share or

shares shall confer a right of suffrage, which shall not have been holden two calendar months previous to the day of election; and the number of votes to which each stockholder shall be entitled shall be in proportion to the number of shares he shall hold, as follows: For one share, and not exceeding two shares, one vote each; for every two shares above two, and not exceeding ten, one vote; for every four shares above ten, and not exceeding thirty, one vote; for every six shares above thirty, and not exceeding sixty, one vote; for every eight shares above sixty, and not exceeding one hundred, one vote; and for every ten shares above that number, one vote; but no person or persons, bodies corporate or otherwise, shall be entitled to more than fifty votes: Provided, That this section may at any time hereafter be altered or amended by Congress, in such manner, as they may see fit, so as to provide for an annual rotation of directors.

Sec. 9. And be it further enacted, That one month previous to each election of directors, the cashier shall cause to be made out a correct list of all the stockholders, which shall be subject to the inspection of any stockholder.

only to be

Sec. 10. And be it further enacted, That Stockholders no person shall be eligible to hold the office president or of president or director, who is not a citizen director. of the United States and a bona fide stock

holder.

number of directors necessary to the

the whole

choice of a

cashier.

Sec. 11. And be it further enacted, That A majority of a majority of the whole number of directors, shall be necessary in the choice of a president and cashier; but three members, with the president, may constitute a board for transacting the ordinary business of the bank. Sec. 12. And be it further enacted, That the president and directors shall, as soon as Dividends they may deem it expedient, declare a divi- how and dend of profits; and every half year thereafter, shall make and declare such dividends of profit, as they may deem proper; but no dividend shall be declared, except by a majority of all the directors.

when to be

declared.

ings of the board are to

be entered.

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Sec. 13. And be it further enacted, That A book to be the president and directors shall keep a book kept in which in which their proceedings at their meetings, the proceedas a board, shall be regularly recorded, and upon every question which may occur, the ayes and noes thereupon shall be noted, which record book shall at all times be open to the inspection of any stockholder, not being a director, officer or servant of any other bank, who shall, six months previous to his application, be the proprietor of stock, to the amount of three thousand dollars.

&c. &c.

Sec. 14. And be it further enacted, That Meetings of any number of stockholders, not less than stockholders, twenty, owning together fifty thousand dollars of stock, shall be at liberty to call a meeting of the stockholders at any time, and may appoint three of their number as a committee to examine into the state and condition of the bank and the manner in which its affairs have

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cashier to give bond, &c. &c.

been conducted; Provided, that no member of such committee shall be a director, president or other officer or servant of any other bank.

Sec. 15. And be it further enacted, That President and the president and cashier shall respectively give bond and security, and also take an oath, for the faithful discharge of their duties; the president in the sum of twenty thousand dollars, and the cashier in the sum of thirty thousand dollars; the other officers and servants shall also take an oath, and enter into bond and security in such sums as the president and directors may prescribe.

Sec. 16. And be it further enacted, That Limitation of the said bank shalt not at any time discount loans or dis- or loan a greater sum than double the amount of the capital stock thereof,, which shall be actually paid in.

counts.

Notes, &c.

&c. to be signed by the pre.

sident and cashier.

rest.

Sec. 17. And be it further enacted, That all bills, bonds, notes and every contract or engagement, on behalf of the corporation for the payment of money, shall be signed by the president, and countersigned by the cashier; and the funds of the corporation shall in no case be liable for any contract or engagement, unless the same shall be signed and countersigned as aforesaid; and the president and directors shall not issue any note for a smaller sum than five dollars.

Sec. 18. And be it further enacted, That Rate of dis- it shall not be lawful for the president and count or inte- directors, to demand or receive a greater discount or interest than at the rate of one per cent. for sixty days, upon any loans or advances of money which they may make.

Sec. 19. And be it further enacted, That Transfer of the shares of the capital stock shall be transferrable at any time, according to such rules

shares.

as may be established by the president and directors; but no stock shall be transferred, the holder thereof being indebted to the bank, until such debt be satisfied, except the presi dent and directers shall otherwise order it.

Sec. 20. And be it further enacted, That Stockholders every stockholder, whether he be so by origi- members. nal subscription or by transfer, shall be considered as a member of this corporation, and, when he ceases to be a stockholder, he shall cease to be a member.

Sec. 21. And be it further enacted, That it shall be the duty of the president, or in his absence, such one of the directors as they shall appoint to supply his place for the time, to preside at the board of directors, to vote on all questions, to minute the proceedings of the board, to cause all the orders and resolutions of the board to be carried into effect, to sign all bonds, bills, notes or other engagements, which the board of directors may from time to time direct to be issued for the payment of money, and generally to superintend the affairs, and to watch over the interest of this corporation.

In the absence of the president, his place to be supplied by

the board.

how to be

filled.

Sec. 22. And be it further enacted, That Vacancies, if a vacancy shall at any time happen in the office of president, director, cashier, or any other officer or servant of the bank, by death, resignation, disqualification or otherwise, the same may be filled by a majority of the directors for the time being.

Sec. 23. And be it further enacted, That no Accommodastanding or unlimited accommodation shall be tions limited. granted.

to forfeit

Sec. 24. And be it further enacted, That if Stockholders any stockholder shall fail to pay up the seve- their diviral instalments upon his subscription, as the dends upon same may become due, his dividends upon shares.

unpaid

not to be impaired in dividends.

such instalments as he may have paid shall cease as to him, and remain to the use and benefit of the other members of the corpora.

tion.

Sec. 25. And be it further enacted, That if Capital stock the president and directors shall at any time wilfully and knowingly make and declare any dividend which shall impair the capital stock, or shall wilfully and knowingly violate or infringe any of the foregoing articles of this corporation, all the directors present at the making or declaring such dividends, or violating or infracting such article or articles, and consenting thereto, shall be liable in their individual capacities to the corporation, for the amount or proportion of said capital stock so divided, and also for any injury or damage that may accrue to creditors, in consequence of any such violation or infraction as aforesaid; and each director who shall be present shall be deemed to have assented thereto, unless he shall cause his dissent to be entered upon record: Provided, That nothing herein contained shall be construed to exempt the corporation from any liability, to any person or persons, which otherwise the said corporation might incur.

Proviso.

Rules, &c. &c. may be altered.

Sec. 26. And be it further enacted, That the president and directors shall have power, a majority of their whole number concurring, to make, revise, alter or annul all such rules, orders or bye-laws, for the government of the corporation, and that of their officers, servants and affairs, as they may from time to time think expedient, not inconsistent with law.

Sec. 27. And be it further enacted, That Meetings of any number of stockholders not less than twenty, who together shall be proprietors of two thousand shares, may for any purpose re

the stock

holders.