Proviso. Proviso. before a director, another director shall be elected as aforesaid, so as to keep the number of directors, prescribed by this act, exclusive of the president, entire; and in case of the death, resignation or removal of the president, out of the county of Alexandria, or county of Fairfax aforesaid, or his refusal to accept his office, the directors shall meet as soon as conveniently can be thereafter, and elect another person for president, in the manner before directed; but the president and directors at present elected by the stockholders, shall continue to act, until their successors are chosen: 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 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. And provided nevertheless, 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 the directors. quar Sec. 5. And be it further enacted, That Meetings of there shall be a meeting of the directors the directors. terly, for the purpose of examining the affairs of the bank, any four of whom shall make a board; and the board shall have power to adjourn, from time to time; and the president, or any three of the directors may call a special meeting at any other time that they may think proper. Sec. 6. And be it further enacted, That the board of directors, by a majority of votes, the board of shall make bye-laws, determine the manner of Powers of doing business, and the rules and forms to be directors. pursued; and dispose of the money and credit of the bank, for the interest and benefit of the stockholders; and are hereby authorised to receive for discounts, made at the said bank, at the rate, and not exceeding six per cent. per annum, and make at the expiration of each half year, a dividend of the profit, or such part thereof, as they may think prudent. Sec. 7. And be it further enacted, That in appointing a cashier of the said bank, and all other officers, a majority of the whole directors shall be necessary to a choice. A majority of the directors required for choosing officers. Sec. 8. And be it further enacted, That any Frauds, &c. director, officer, or other person, holding any &c. how to share or capital of the said bank stock, who be punished. shall commit any fraud or embezzlement, touching the money or property of said bank, shall be liable to be prosecuted, in the name of the United States, by indictment for the same; and upon conviction thereof, shall, besides the remedy that may be had by action, in the name of the President and Directors of the Bank of Potomac, for the fraud aforesaid, forfeit to the company all his share and stock in the said bank. Sec. 9. And be it further enacted, That the Limitation of said bank shall not at any time discount or discounts. loan a greater sum than double the amount of the capital stock, which shall be actually paid in. liability of Sec. 10. And be it further enacted, That Extent of the no stockholder or member of said company, stockholders. shall be answerable for any losses, deficiencies or failure of the capital stock of the said bank, for any more or larger sum or sums of money whatsoever, than the amount of the stock, stocks or shares, which shall appear by the books of said company to belong to him at the time or times when such loss or losses shall be sustained, except as is hereafter excepted, that is to say: If the total amount of the debts which said company shall at any time owe, whether by bond, note, bill or other contract, shall exceed twice the amount of the capital stock of the said bank, over and above the monies actually deposited in the bank for safe keeping, then, in case of such excess, the directors, under whose administration it shall happen, shall be liable for such excess in their natural and private capacities: and an action or actions of debt may be brought against them or any of their heirs, executors or administrators, in any court of record within the district of Columbia, by any creditor or creditors, of said company, and may be prosecuted to judgment and execution, any condition or covenant, or agreement, to the contrary notwithstanding; but this shall not be construed to exempt the said body politic, or lands, tenements, goods or chattels of the same, from being also liable for, and chargeable with said excess; Provided, That such of the 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 mayor of the town of Alexandria, for the time being, and to the stockholders, at a general meeting which he or they shall have power to call for that purpose. And in case the directors, by whose act such excess shall be occasioned, shall not have property to pay the amount of such excess, then each and every stockholder, shall be liable in their private capacities for the deficiencies, in proportion to their respective shares in the said bank. Notes for a than five dollars not to be smaller sum issued. Affairs of Sec. 11. And be it further enacted, That the said president and directors shall not issue any note for a smaller sum than five dollars; and the said president and directors shall, once in every year, cause to be laid be- the bank to fore the secretary of the treasury of the be annually United States an account, truly stating the secretary of situation of the bank and its funds. laid before treasury. any emolu Sec. 12. And be it further enacted, That Directors not no director shall be entitled to any emolument, entitled to unless the same shall have been allowed by a ment, but by majority of the stockholders, at a general a decision of meeting, but the directors shall make such compensation to the president for his extraordinary services and attendance at the bank, as shall appear to them reasonable. the board. None but ci inhabitants fax counties eligible. General meetings Sec. 13. And be it further enacted, That tizens of the none but a stockholder, being a citizen of the U. States and United States, and a resident of the county of Alexanof Alexandria, or county of Fairfax aforesaid, dria or Fairshall be eligible as a president or director. Sec. 14. And be it further enacted, That a number of stockholders, not less than twenty, who together shall be proprietors of one may be callthousand shares or upwards, shall have pow- stockholders. er at any time to call a general meeting of the stockholders, for purposes relative to the institution, giving at least six weeks notice in one or more newspapers, printed in the town of Alexandria, and specifying in such notice the object or objects of such meeting. Sec. 15. And be it further enacted, That ed by the This a public this act shall, to all intents and purposes, be deemed and held a public act. -act. J. B. VARNUM, Speaker of the House of Representatives. Vice-President of the United States, and February 16, 1811. APPROVED, JAMES MADISON. Bank incor porated. CHAPTER LXXXVI. AN ACT to incorporate the Union Bank of B E it enacted by the Senate and House of America, in Congress assembled, That from and after the fourth day of March, which will be in the year of our Lord, one thousand eight hundred and eleven, all those persons, their legal representatives or assigns, who on the first Monday of November, in the year of our Lord one thousand eight hundred and nine, in Georgetown, district of Columbia, subscribed certain articles of association, and formed a company or limited partnership, under the name and style of the President and Directors of the Union Bank of Georgetown," and who on the said fourth day of March, in the year eighteen hundred and eleven, shall |