titled to one vote for every share held in his own right, up to ten; one vote for every five shares over ten, up to fifty, and one vote for every ten shares over fifty. After the first election, no share shall entitle the holder to a vote unless the same has been held by the person claiming to vote, at least three months prior to the time, and so appear on the books of the institution. Any stockholder entitled to vote may do so in person or by proxy; such proxy being granted to a stockholder who is not either president, director, or other officer in the same; and no person who is not a citizen of the United States shall be permitted to vote on his stock.

1851.

President, how

§ 7. That the directors shall elect one of their own num- to be elected. ber as president, who shall preside at all meetings; and in case of a vacancy in said office, the residue of the directors shall elect a president, pro tem. They shall fill all vacancies which may occur in their own body, and appoint such of ficers, clerks, and servants as deemed expedient; fix their compensation, define their powers and prescribe their duties, and shall require of them such bonds, penalties, and securities as deemed requisite for the security of the institution; which bonds shall be examined at least once a year, and be renewed from time to time, so as to secure the institution from loss; and all such officers shall hold their places during the pleasure of the board.

§ 8. The president and directors (any three of whom may constitute a quorum for the transaction of business,) may, from time to time, make such by-laws, rules and regulations for the government of the institution as deemed expedient, not contrary to the provisions of this charter, or the by-laws and rules which the stockholders at their annual or other meetings may, from time to time, prescribe: Provided, that for that purpose a concurrence of a majority of all the directors shall be necessary.

§ 9. The president and directors shall hold stated meetings at least once a week, and called meetings may be had whenever deemed necessary. All questions before the board shall be taken viva voce; and the yeas and nays on any proposition submitted shall be entered of record, at the request of any two members; and no vote shall be reconsidered when a less number is present than when the vote was given.

§ 10. It shall be the duty of the president, on the first. day of July, 1851, and on the first day of July in each succeeding year, to pay to the treasury of this state twentyfive cents on each one hundred dollars of stock held and paid for in said institution, which shall be in full of all tax or bonus: Provided, that the legislature may increase or diminish the same, but at no time shall the tax exceed fifty cents on each one hundred dollars of stock paid for in said institution.

Directors may pass by-laws.

Meetings of

the board.

Stock to pay

tax to the state.

1851.

amined.

11. That it shall be the duty of the president and diCash to be ex rectors, and they are hereby required, as often as once every three months, to cause a strict examination to be made of the cash and cash accounts of the institution, and a full and complete statement shall be made out and entered on the journal of the proceedings of the board.

engage in other

business.

§ 12. That it shall not be lawful for the cashier, clerks, Officers not to teller, or other subordinate officers, either directly or indirectly, to engage in or carry on any other business than that of said institution, without the special leave of the president and directors; nor shall any of them, either directly or indirectly, become indebted to the same, either as borrower, indorser, surety, or otherwise.

Penalty on an officer for mis

applying funda.

the

§ 13. That if the cashier, clerks, teller, agent, or other officer shall, without the authority of the president and directors, appropriate any of the funds of said corporation to his own use, or that of any other person, or shall wilfully fail to make correct entries, or shall knowingly make false entries on the books of the institution, with intent to cheat or defraud the corporation or any other person, to hide or conceal any improper appropriation of the funds, the officer so offending shall be deemed guilty of felony, and shall, upon conviction thereof, be sentenced to confinement in the jail and penitentiary of this state, for a period of not less than two nor more than twenty years. 14. The president and directors shall keep a record of Record of pro their proceedings, which they shall produce to the stockceedings to be holders, when by them demanded at any regular meeting; and they shall be open to inspection by the governor, or by any person duly authorized by him, or to any committee appointed by the legislature.

kept.

15. It shall be the duty of the president and directors, during the first week of each session of the legislature, to transmit to the secretary of state an accurate and just statement of the condition of the institution; which statement shall specify the amount of stock actually paid in, the amount not paid in, and the value of the real estate belonging thereto, and its cost; the total amount of debts due to and from the institution; the amount of gold and silver, and other coined metal and bullion on hand; the amount deposited; the amount of bills of banks; the amount of notes and bills of exchange due the same; the rate and amount of each dividend of profits, with the amount of surplus profits or contingent fund; which statement the governor shall cause to be laid before the legislature; and they shall, when required by the legislature, report all bad and doubtful debts.

§ 16. The president, cashier, and other officers, before entering upon the discharge of their respective duties, shall take an oath before some judicial officer, faithfully, honestly, impartially, and to the best of their skill and judg

ment, to discharge all the duties of their respective offices under this charter, or which may be required of them by the by-laws, rules, and regulations of the corporation.

§ 17. This institution shall not contract for or receive a greater rate of interest than at the rate of six per cent. per annum for the loan or use of money; and interest on promissory notes, negotiable and payable at the same and there discounted, 'shall be calculated on the true time such notes have to run, including three days of grace, and shall be paid in advance and on banking principles, in conformity with Rowlett's table of discount and interest.

1851.

Rate of interest.

Certificates of stock to be le

§18. The president and directors shall issue certificates of stock to the holders thereof, for so much as shall be paid sued. for; and the shares of the capital stock shall be considered and held in law as personal property, and assignable and transferable only in such manner and at such place as the president and directors shall, by their by-laws, prescribe; certificates of deposit shall be obligatory on said institution, and shall be transferable or assignable, when made payable to order.

General meet. ing of the stock.

§19. The general meeting of the stockholders shall be held annually on the first Monday in May in each year, in holders. the town of Danville, at the time of the annual election, to which meeting the president and directors shall present an accurate statement of the condition and affairs of the institution; and general meetings of the stockholders may be called as provided in this charter, or by the president and directors when they deem it desirable, or by any number of the stockholders the by-laws shall require.

General assembly may investigate its af

20. The legislature shall have the right to investigate the situation and affairs of said institution, by any committee they may appoint for that purpose; and the general faire. court shall have jurisdiction to try the forfeiture of this charter, for the violation of any of the provisions of the same. The proceedings shall be by scire facias, alledging and specfyinig the acts of forfeiture relied on, and shall only be sued out at the instance of the attorney general, when directed to do so by the legislature.

$ 21. That Albert G. Talbott, John R. Ford, Obediah Garnett, James Kinnard, James Barbour, A. D. Meyer, James P. Mitchell, John A. Burton, John Wheelan, William W. McDowell, Jeremiah Fields, Charles Henderson, Charles H. Rochester, and C. B. Wallace are hereby constituted commissioners to open books and receive subscriptions for the capital stock of said institution, and to superintend the election of the first board of directors, any three of whom shall be competent to exercise the powers and perform the duties required by this section.

§ 22. The said commissioners shall have power, and they are authorized and required, on the second Monday in April next, or at such other time within two years thereafter

Commissioners to open books.

Their powers and duties.

1851.

Books may be re-opened if all

the stock be not taken.

When direct: ors may be elect.

ed.

How stock shall be paid.

as they shall deem expedient, having given not less than thirty days' notice thereof in some newspaper printed in Danville, to open books for the subscription of the capital stock of said institution at Danville, and such other places as they may deem advisable, and cause said books to be kept open from 10 o'clock, a. m., until 2 o'clock, p. m., for at least ten days, or until at least five hundred shares shall have been subscribed, when the same may be closed; and if more than one thousand shares shall have been subscribed by individuals, companies, and corporations, the commissioners shall deduct the excess from the largest subscription, in such manner that no subscription shall be reduced and leave the subscription of another larger.

§ 23. That if the whole one thousand shares of capital stock shall not be taken when the books shall first be opened, the president and directors may cause the books to be opened at any time and place they may direct, giv ing thirty days' notice thereof in some newspaper, and cause them to be kept open not less than ten days, or until the whole of the balance of the stock shall have been taken; and the president and directors may require such premium on the stock sold at the re-opening of the books as they shall deem right; and such premium shall be the property of the institution.

$24. That when not less than five hundred shares of the capital stock shall have been taken, and the commissioners shall have closed the books, it shall be their duty to give notice in some newspaper, and appoint a day in Danville for the election of the first board of directors, who shall hold their offices until the succeeding annual election; and not less than thirty nor more than sixty days' notice shall be given of the time and place of electing said board; and at least three of said commissioners shall act as inspectors of said election, and shall take the proper oath and perform all the duties of inspectors of elections in like cases.

§ 25. That the payment of the shares of the capital stock held by individuals, companies, and corporations, shall be made in gold and silver, or notes of either of the banks or branch banks in this state, and at the times and in the manner following, viz: five dollars on each share, to the commissioners at the time of subscribing, and five dollars on each share, within ten days after the election of the first board of directors, and five dollars every sixty days thereafter, until the whole amount of said stock is paid: Provided, that the board shall have power to prolong the time for the payment of each instalment after one-half of the amount of each share shall have been paid.

§ 26. That should any of the subscribers to the stock of How stock may said institution fail or refuse to pay for their stock as herein provided, the president and directors, first giving public

be forfeited.

notice in two or more newspapers for the space of thirty days, by resolution entered on the records, may forfeit such stock, and proceed at such time as they may deem expedient to re-sell the same; and all partial payments made on any stock which shall be forfeited, shall be held for the benefit of the institution.

1851.

may commence business.

§ 27. That so soon as five thousand dollars of the capital When the bank stock shall have been paid in by individuals, companies, or corporations, as heretofore required, the president and directors shall cause the governor to be notified thereof, who is hereby authorized to appoint some suitable person to count the money so paid in, and to take the oath of the president and at least two of the directors, that the same has been paid in as capital stock, bona fide, and make due return thereof to him; and, on such appearing to be the fact, the governor is authorized to issue his proclamation that the amount hereby required to be paid in, and in the funds herein required, has been done; and the said institution is then hereby authorized to commence operations.

Limitation to

stock.

§ 28. That no one individual, company, or corporation, shall be allowed to hold more than one hundred shares of subscriptions of the capital stock of this institution, either in their own names or in the names of others in order to transfer them; and all stock that any individual, company, or corporation, shall take or hold contrary to this provision, shall be forfeited to the institution for the benefit of the other stockholders; and no individual, company, or corporation, shall be allowed in person or by proxy, to vote at the first election of directors on any stock which may stand in his, her, or their names, without first making oath that the stock, bona fide, belongs to them, and, is not held in trust for others.

§ 29. That it shall not be lawful for the president or any of the directors to become bound as security or accommodation indorser on any note or bill discounted in said institution; and a violation of the provisions of this section shall subject the person violating the same to a penalty of one thousand dollars, to be recovered by action of debt in the name of the corporation, for its own use and benefit.

No director to become security:

No loans to he

§ 30. That said institution shall not make any loan of money or discount any note or bill in any case whatever, made for stock. for the purpose of enabling any individual to make payment for its own stock; and no stockholder shall be allowed to pay any debt he may owe the same, by the surrender of stock; and stockholders who shall become indebted to the institution, shall be compelled to pay their debts in all respects as other persons dealing with the same; nor shall any stockholder be allowed to make payment of the shares of stock held by him or them, by means of loan or loans obtained from the institution.