hold any share of the joint stock or funds created in pursuance of the said articles of association, and their successors, being stockholders as aforesaid, shall be and they are hereby incorporated, and made a body corporate and politic, by the name and style of the "President and Directors of the Union Bank of Georgetown," and by that name may sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in courts of record and any other place whatsoever; and by that name may have and hold, purchase, receive, possess, enjoy and retain lands, rents, tenements, hereditaments, goods, chattels and effects, of what nature, kind or quality soever, and the same sell, grant, demise, alien and dispose of. And by that name, shall have during the continuance of this act succession; and may make, have and use a common seal, and the same may break, alter and renew at pleasure; and shall have power to ordain, establish and put in execution, such bye-laws, ordinances and regulations as shall seem necessary and convenient for the government of said corporation, not being contrary to law nor to the constitution thereof and generally to do and execute all acts necessary or proper for the objects of said incorporation, subject to the rules, regulations, restrictions, limitations and provisions herein described and declared.

Sec. 2. And be it further enacted, That the Capital of capital stock of the said bank shall consist of the bank. five hundred thousand dollars, money of the United States, to be divided into shares of fifty dollars each; of which fifteen dollars on each share has been paid, according to the articles of association aforesaid; and it shall be optional with any stockholder hereafter to pay

Bank to be kept in

up the further sum of thirty-five dollars; Provided, That not more than fifty thousand dollars be paid in any one year, unless the president and directors, by a rule or order, should authorise or permit a greater sum to be paid; the dividend or dividends on such sums of money so paid, shall not commence until the first day of the month next ensuing such payment.

Sec. 3. And be it further enacted, That the said bank shall transact its business in Georgetown. Georgetown.

bank to be

conducted by

12 directors

dent, &c. &c.

Sec. 4. And be it further enacted, That the Affairs of the affairs of the said bank shall be conducted by twelve directors and a president, whose place, if chosen from among their number, shall be and a presi- supplied by that body. Six of the directors, with the president, shall form a board or quorum for transacting all the business of the company, but the ordinary discounts may be done by the president and three directors. In case of his sickness or necessary absence, his place may be supplied by any director, whom he by writing under his hand, may nominate for that purpose, or in case of his not making such nomination, the board may appoint a president to act during his absence. The president and directors who may be in office under the said articles of association on the said fourth day of March, eighteen hundred and eleven, shall continue in office under and by virtue of this act of incorporation, until others shall be duly chosen in their stead. No person shall be a director or president, who is not a citizen of the United States, and a stockholder; and a director ceasing to be a stockholder, shall cease to be a director; and no person, a director of another bank, shall be a director of this bank. Every stockholder be

ing a citizen of the United States, shall be entitled to vote at all elections to be holden by the stockholders in pursuance of this act, and shall have as many votes, in proportion to the stock he may hold, as follows: for every share as far as twenty, one vote for each share, and one vote for every two shares thereafter as far as forty; and for every five shares above forty, one vote; but no person or persons, bodies corporate or otherwise, shall be entitled to more than one hundred and fifty votes; no stockholder shall be permitted to vote, who has not held his stock two calendar months, prior to the day of election. All stockholders living in Georgetown, shall vote in the choice of directors by ballot in person: but every stockholder living out of said town may vote in person or by a written ballot by him or her subscribed with his or her name, and duly acknowledged before a judge of a court, a justice of the peace, or a notary public; a certificate whereof shall be made on said ballot by the judge, justice of the peace, or notary public, before whom such acknowledgment shall be made; and said ballot shall by him be sealed up, and addressed to the cashier of the bank, and being transmitted before the time of the election, shall be received and counted in the election. No person who is not a citizen of the United States shall be entitled to vote in any election of this corporation: Provided nevertheless, That this sec- Proviso. tion may at any time hereafter be altered or amended by Congress, in such a manner as they may see fit, so as to provide for an annual rotation of the directors.

Sec. 5. And be it further enacted, That a general meeting of the stockholders of the

General meetings for

choosing di

said bank shall be holden on the first Mon- rectors,&c.&c,

S s

Powers of the directors.

day of April, in the year eighteen hundred and eleven, and on the first Monday of April, in every year thereafter, at such place as the president and directors shall appoint, by giving four weeks notice in two or more of the newspapers of the district, for the purpose of electing directors for the ensuing year, who shall meet on the day succeeding their election, and shall immediately proceed to choose a president; and the president and directors for the time being, shall continue in office until others shall be duly elected in their places, and be organized by the assembling of a quorum, and the choice of a president. At all elections the persons having the greatest number of votes shall be deemed to be chosen. All elections shall be held under the superintendence of the president of the bank, for the time being, and four stockholders not being at the time directors, appointed by the board of directors, any three of whom shall be judges thereof. They shall immediately thereafter notify the persons elected to meet the ensuing day at the bank, and shall make a return of the persons elected, at their first meeting. Should two or more persons have an equal number of votes, the other individuals elected directors, shall determine by ballot from among said persons, who shall be the director or directors. All elections shall be opened at ten o'clock in the forenoon, and closed at three in the after.

noon.

Sec. 6. And be it further enacted, That the president and directors shall have full power to make, revise, alter and annul all such rules, orders, bye-laws and regulations, for the government of said corporation, and that of its officers, servants and affairs, as they shall from time to time think expedient; and to use,

employ and dispose of the capital stock, funds and property of said bank, for the interest and benefit of the stockholders, subject only to the restrictions herein contained; but the said bank shall not take for discounting any bill or note, more than at the rate of six per cent. per annum, upon the amount due by such bill or note.

Sec. 7. And be it further enacted, That all promissory notes, bills of exchange, drafts, checks and receipts, for the payment of money made on behalf of the said bank, signed by the president and countersigned and attested by the cashier, shall be obligatory upon the said body corporate, and shall possess the like qualities as to negotiability, and the holders thereof shall have the like actions thereupon, as if such promissory notes, bills of exchange, drafts, checks or receipts had been made by or on behalf of a natural person.

Promissory notes, &c. &c. by the presi dent, &c. &c.

to be signed

Sec. 8. And be it further enacted, That the Books, &c. books, papers, correspondence and funds of the &c. subject to inspection bank shall at all times be subject to the in- of directors. spection of the directors. And the said pre- Annual statesident and directors shall once in every year ment to be cause to be laid before the secretary of the made to setreasury of the United States an account, truly stating the situation of the bank and its funds.

Sec. 9. And be it further enucted, That the said president and directors shall have power to appoint a cashier, and all other officers and servants, for executing the business of said bank, and to establish the compensation to be made to the president and all other officers and servants of the said bank, respectively; but no compensation shall be given to a director for his services, except by a vote of the stock, holders in general meeting.

cretary of treasury.

Officers, &c. pointed.

&c. how ap