37. This Act shall continue and be in force until the first day of May which will be in the year of our Lord one thousand eight hundred and fifty four. 6th WILLIAM 4th-CHAPTER 32. An Act to incorporate sundry persons by the name of the President, Directors, and Company of the Saint Stephens Bank, in the County of Charlotte. 5. Annual meeting, when held, &c. 6. Officers, &c., how appointed. 7. Board of Directors. 8. No Director to have a salary; exception. 9. Qualification of. 10. Cashier, &c., to give bonds, &c. 11. Votes of stockholders regulated. 12. How to vote. 13. What number of shares may hold. 15. Notice to stockholders for payments. 18. Corporation in what to deal. Section. 20. Bills, &c., terms of. 21. Debts, what not to exceed. 23. Books, &c., subject to what inspection. 25. Altered notes, to what extent paid. 27. Statement of affairs, before whom laid. 29. Access to books, &c., by whom. 35. Disqualification of Directors on accountof. 38. Liable to seizure on execution. Passed 8th March 1836. WHEREAS it is thought that the establishment of a Bank at Saint Stephens would promote the interests of the Province, by increasing the means of circulation ; Be it enacted, &c.-1. Nehemiah Marks, John Marks, Robert Lindsay, Ninian Lindsay, William Porter, John Porter, George M. Porter, Samuel Abbot, Henry Eastman, William P. Libby, Abner Hill, Stephen Hill, George S. Hill, John M'Allister, John M'Allister, Junior, Japhet Hill M'Allister, William Todd, Junior, Robert M. Todd, Dan Pineo, John L. Lovejoy, Stephen H. Hitchings, Robert Hitchings, Joseph N. Clarke, John Milliken, Aaron Upton, Alexander Campbell, Peter Stubs, Junior, George Abbot, William Andrews, Thomas Armstrong, Abner Hill, Junior, James Frink, Schuyler P. Frink, Thomas Wyer, Robert Watson, Alexander Grant, Freeman H. Todd, and Charles Simonds, their associates, successors, or assigns, be and they are hereby declared to be a body corporate, by the name of "The President, Directors, and Company of the Saint Stephens Bank, in the County of Char lotte ;" and they shall be persons able and capable in law to have, get, receive, take, possess, and enjoy houses, lands, tenements, hereditaments, and rents, in fee simple or otherwise, and also goods and chattels, and all other things real, personal, or mixt, and also to give, grant, let, or assign the same or any part thereof, and to do and execute all other things in and about the same as they shall think necessary for the benefit and advantage of the said Corporation; and also that they be persons able and in law capable to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended in any Court or Courts of law and equity, or any other places whatsoever, in all and all manner of actions, suits, complaints, demands, pleas, causes, and matters whatsoever, in as full and ample a manner as any other person or persons are in law capable of suing and being sued, pleading and of being impleaded, answering and of being answered unto; and also that they shall have one common seal to serve for the ensealing of all and singular their grants, deeds, conveyances, contracts, bonds, articles of agreement, assignments, powers and warrants of attorney, and all and singular their affairs and things, touching and concerning the said Corporation; and also that they, the said President, Directors, and Company, or the major part of them, shall from time to time and at all times have full power, authority, and licence to constitute, ordain, make, and establish such laws and ordinances as may be thought necessary for the good rule and government of the said Corporation; provided that such laws and ordinances be not contradictory or repugnant to the laws or statutes of that part of the United Kingdom of Great Britain and Ireland called England, or repugnant or contrary to the laws and statutes of this Province. 2. The capital stock of the said Corporation shall consist of current gold and silver coins of the Province, to the amount of twenty five thousand pounds; the sum of twelve thousand five hundred pounds, one half part thereof, to be paid in current gold and silver coins of the Province within one year from the passing of this Act, and the further sum of twelve thousand five hundred pounds within two years from the passing of this Act; the whole amount of said stock to be divided into shares of twenty five pounds each, making in the whole one thousand shares. 3. The said Corporation shall have full power and authority to take, receive, hold, possess, and enjoy, in fee simple, any lands, tenements, real estates, and rents, to any amount not exceeding two thousand pounds; provided nevertheless, that nothing herein contained shall prevent or restrain the said Corporation from taking or holding real estate to any amount whatsoever by mortgage, taken as collateral security for the payment of any sum or sums of money advanced by or debts due to the Corporation; provided further, that the said Corporation shall on no account lend money upon mortgage, or upon lands, or other fixed property, nor such be purchased by the said Corporation upon any pretext whatsoever, unless by way of additional security for debts contracted with the said Corporation in the course of its dealings. 4. Whenever three hundred shares shall have been subscribed of the said capital stock, a general meeting of the members and stockholders of the said Corporation, or the major part of them, shall take place by notice in one or more of the public Newspapers thirty days previous to such meeting, for the purpose of making, ordaining, and establishing such bye laws, ordinances, and regulations for the good management of the affairs of the said Corporation, as the members and stockholders of the said Corporation shall deem necessary, and also for the purpose of choosing nine Directors, being stockholders and members of the said Corporation, under and in pursuance of the rules and regulations hereinafter made and provided; which Directors so chosen shall serve until the first annual meeting for choice of Directors, and shall have full power and authority to manage the concerns of the said Corporation, and shall commence the operations of the said Bank, subject nevertheless to the rules and regulations hereinafter made and provided; at which general meeting, the members and stockholders of the said Corporation, or the major part of them, shall determine the amount of payments to be made on each, also the mode of transferring and disposing of the stock and profits thereof, which being entered on the books of the said Corporation, shall be binding on the said stockholders, their successors, and assigns. 5. There shall be a general meeting of the stockholders and members of the said Corporation, to be annually holden on the first Monday in April in each and every year, at Saint Stephens; at which annual meeting there shall be chosen by a majority of the said stockholders and members of the said Corporation, nine Directors, who shall be resident in the County of Charlotte, and continue in office for one year, or until others are chosen in their room; in the choice of which Directors, the stockholders and members of the said Corporation shall vote according to the rule hereinafter mentioned; and the Directors, when chosen, shall at their first meeting after their election, choose out of their number a President; provided always, that not more than eight nor less than five of the Directors in office shall be re-elected at such annual meeting for the next succeeding twelve months, of which the President shall always be one. 6. The Directors for the time being shall have power to appoint such officers, clerks, and servants, as they or the major part of them shall think necessary for executing the business of the said Corporation, and shall allow them such compensation for their respective services as to them shall appear reasonable and proper; all which, together with the expenses of buildings, house-rent, and all other contingencies, shall be defrayed out of the funds of the Corporation; and the said Directors shall likewise exercise such other powers and authority for the well regulating the affairs of the said Corporation as shall be prescribed by the bye laws and regulations of the same. 7. Not less than five Directors shall constitute a Board for the transaction of business, of which the President shall always be one, except in the case of sickness or necessary absence, in which case the Directors present may choose one of their board as Chairman in his stead; the President shall vote at the board as a Director, and in case of their being an equal number of votes for and against any question before them, the President shall have a casting vote; provided always, that no note or bill offered for discount at the said Bank shall be refused or excluded by a single vote. 8. No Director shall be entitled to any salary or emolument for his services, but the stockholders and members of the said Corporation may make such compensation to the President as to them shall appear reasonable and proper. 9. No person shall be eligible as a Director unless such person is a stockholder, and holding not less than ten shares of the capital stock of the said Corporation; provided always, that the stockholder so otherwise qualified, be not a Director in any other Banking Company in this Province. 10. Every Cashier and Clerk of the said Corporation, before he enters upon the duties of his office, shall give bonds, with two or more sureties, to be approved of by the Directors, that is to say, every Cashier in a sum not less than five thousand pounds, with a condition for his good and faithful behaviour, and every Clerk with the like conditions, and sureties in such sum as the Directors shall deem adequate to the trusts reposed in them: 11. The number of votes which each stockholder shall be entitled to on every occasion when in conformity to the provisions of this Act the votes of the stock holders are to be given, shall be in the following proportion, that is to say :—For one share and not more than four shares, one vote; for every four shares above four and not exceeding twenty, one vote, making five votes for twenty shares; for every eight shares above twenty and not exceeding sixty, one vote, making ten votes for sixty shares; which said number of ten votes shall be the greatest that any stockholder shall be entitled to have. 12. All stockholders resident within this Province or elsewhere may vote by proxy, provided that such proxy be a stockholder, and do produce sufficient authority in writing from his constituent or constituents so to act; provided that no stockholder be entitled to hold more than three proxies. 13. No member of the said Corporation during the first three months, to be accounted from and after the passing of this Act, shall be entitled to hold and subscribe for more than twenty shares of the said capital stock; and if the whole of the said capital stock shall not have been subscribed within the said three months, so to be accounted as aforesaid, then and in such cases it shall be lawful for any stockholder or stockholders to increase his, her, or their subscriptions to fifty shares; provided always, that no stockholder shall be permitted to hold more than eighty shares in the whole, unless the same be acquired by purchase after the said Bank shall have commenced its operations; and provided also, that no stockholder |