Constitution of the bank.

8. And be it further enacted, That the following rules, restrictions, limitations and provisions, shall form and be fundamental articles of the constitution of the said corporation : 1. The number of votes to which each stockholder, except the state, shall be entitled, shall be according to the number of shares he shall hold, in the proportion following, that is to say: for one share, and not more than two shares, one vote for each share; 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 one hundred, one vote; but no person, copartnership or body politic, except the state, shall be entitled in his or their own right, or as proxy, to a greater number than thirty votes; and after the first election 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. All stockholders may vote in elections, or on any other question touching the bank, by proxy: provided, the proxy be derived directly from such stockholder, and voted on by a person being a citizen of the state. 2. Not more than nine of the directors elected by the stockholders, and actually in office, exclusive of the president, shall be eligible for the next succeeding year, but the director who shall be president at the time of an election may always be re-elected. 3. None but a stockholder being a citizen of the state of Virginia, except the treasurer, shall be eligible as a director. No director of any other bank shall at the same time be a director of this bank, nor shall the governor, any member of the executive council, auditor, register, attorney general, judges of the superior courts, or any person holding and exercising any office of trust or profit under the United States, be a director of this bank. 4. No director shall be entitled to any emolument, unless the same shall have been allowed by the stockholders at a general meeting. The stockholders shall make such compensation to the president for his extraordinary services at the bank, as shall appear to them reasonable. 5. Not less than nine directors shall constitute a board for the transaction of business, of whom the president shall always be one, except in case of sickness or necessary absence, in which case his place may be supplied by any other director whom he by writing shall nominate for that purpose. 6. A number of stockholders, not less than sixty, who, together shall be proprietors of three hundred shares or upwards, shall have power at any time to call a general meeting of the stockholders for the purposes relative to the institution, giving at least six weeks notice in two public gazettes of the place where the bank is kept, and specifying in such notice the object or objects of such meeting. 7. Every cashier or treasurer, before he enters on the duties of his office, shall be required to give bond with two or more securities, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with condition for his good behaviour. S. The lands, tenements and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation in relation to the convenient transacting of its business, and such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously con

tracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts. 9. The total amount of notes emitted or thrown into circulation by the said corporation, together with their debts of every description, shall not at any time exceed the sum of four millions five hundred thousand dollars, over and above the monies then actually deposited in the bank for safe keeping, unless the contracting of any greater debt shall have been previously authorized by a law of the state, In case of excess, the directors under whose administration it shall happen, shall be liable for the same in their natural private capacities, and an action of debt may, in such case, be brought against them, or any of them, or their heirs, executors or administrators, in any court of record, by any creditor or creditors of the said corpo ration, and may be prosecuted to judgment and execution, any condition, covenant or agreement, to the contrary notwithstanding; but this shall not be construed to exempt the said corporation, or the lands, tenements, goods or chattels of the same, from being also liable for, and chargable with, the said excess. Such of the said directors who may have been absent when the said excess was contracted or created, or who may have dissented from the resolution or act whereby the same was 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 governor of the state, and to the stockholders at a general meeting, which they shall have power to call for that purpose. 10. The said corporation shall not be at liberty to purchase any public stock whatever, except their own bank stock: Provided, The number of shares they purchase in again shall be sold out at par, or above it, as the market price may be, whenever opportunity offers to do so with convenience: And provided, The number of shares so purchased in shall not exceed at any one time one thousand shares; nor shall this corporation, directly or indirectly, deal in, or trade in, any thing, except bills of exchange, gold or silver bullion, or in the sale of goods really and truly pledged for money lent and not redeemed in due time, or in goods which shall be the produce of its lands; neither shall the said corporation take more than at the rate of half per centum for thirty days, for or on account of its loans or discounts. 11. No loan shall be made by the said corporation to any government or state, to any amount whatsoever, unless previously authorized by a law of this state. 12. The stock of the said corporation shall be assignable and transferrable, according to such rules and regulations as shall be prescribed by the laws and ordinances of the same. 13. The bills obligatory and of credit, under the seal of the said corporation, which shall be made to any person or persons, shall be assignable by endorsement thereupon, under the hand or hands of such person or persons, and of his, her or their assignee or assignees, so as absolutely to transfer and vest the property in each and every assignee or assignees, successively; and to enable such assignee or assignees to bring and maintain an action thereupon in his, her or their own name or names. And bills or notes which may be issued by order of the said corporation, signed by the president, and countersigned by the principal cashier or treasurer thereof, promising the payment of money to any person or persons, his, her or their order, or to the bearer, though not under the seal of the said corporation, shall be binding and obligatory

upon the same in the like manner, and with the like force and effect, as upon any private person or persons, if issued by him or them, in his, her or their private or natural capacity or capacities, and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons; that is to say, those which shall be payable to any person or persons, his, her or their order, shall be assignable by endorsement, in the like manner, and with the like effect, as foreign bills of exchange now are; and those which are payable to the bearer, shall be negotiable and assignable by delivery only; and all notes or bills at any time discounted by the said corporation, shall be, and they are hereby placed on the same footing as foreign bills of exchange, so that the like remedy may be had for the recovery thereof against the drawer or drawers, endorser or endorsers, and with the like effect, except so far as relates to damages, any law, custom or usage, to the contrary notwithstanding. 14. Half-yearly dividends shall be made of so much of the profits of the bank as shall appear to the directors advisable; and once in every year, at a meeting to be held for the choice of directors, those of the preceding year shall lay before the stockholders for their information, an exact and particular statement of the general accounts and state of the corporation; of the debts which shall have remained unpaid after the expiration of the term of credit, for a period of treble the term of that credit, and of the surplus of profit, if any, after deducting losses and dividends. If there shall be a failure in the payment of any part of any sum subscribed by any person, copartnership or body politic, the party failing shall forfeit the first payments made to the bank, with any dividend which may have accrued prior to the time of making the second, third, or fourth payment, as the case may be, during the delay of the same. 15. The directors aforesaid shall establish offices at Norfolk, Fredericksburg and Petersburg, for the purposes of discount and deposit only, when the one half of the capital stock of the bank shall be paid in, upon the same terms, and in the same manner, as shall be practised at the bank; and to commit the management of the said offices, and making the said discounts, to the directors of the several places aforesaid, under such agreements, and subject to such regulations, as shall be deemed proper, not being contrary to law, or to the constitution of the bank. 16. The legislature shall be furnished annually, if they require it, with statements of the amount of the capital stock of the said corporation, and of the debts due to the same, of the monies deposited therein, of the notes in circulation, and of the cash in hand; and shall have a right to inspect such general accounts in the books of the bank, as shall relate to the said statement: Provided, That this shall not be construed to imply a right of inspecting the account of any private individual or individuals, or any body politic or corporate, with the bank. 17. The directors shall keep fair and regular entries, in a book to be provided for that purpose, of their proceedings; and on any question, where two directors shall require it, the yeas and nays of the directors voting shall be duly inserted on their minutes, and those minutes be at all times, on demand, produced to the stockholders when at a general meeting, or to the legislature, or any committee thereof, who shall be authorized thereby to require the same. 18. No president or cashier of this bank shall be directly or indirectly concerned in the purchase or sale of any of the public stock or funds,

under the penalty of ten thousand dollars, to be forfeited, one half thereof to the use of the state, and the other half to the use of the informer; nor shall the cashier be allowed to carry on any other business than that of the bank, under the penalty of five thousand dollars. 19. A fair and correct list of the stockholders shall be hung up, at least one month before any election of directors, in the common hall of the said bank, to the end that public information may be given to the parties of their coproprietors and stockholders. 9. And be it further enacted, That if the said corporation, or any person or persons, for or to the use of the same, shall deal or trade in buying or selling any goods, wares, merchandizes or commodities whatsoever, contrary to the provisions of this act, all and every person or persons, who shall have given any order or direction for so dealing and trading, and all and every person or persons who shall have been concerned as parties or agents therein, shall forfeit and lose treble the value of the goods, wares, merchandizes and commodities, in which such dealing and trade shall have been, one half thereof to the use of the informer, and the other half thereof to the use of the state, to be recovered with costs of suit.

the treasurer, and

10. And be it further enacted, That the bills or notes of the Notes shall be lesaid corporation, originally made payable, or which shall have be-gally received by come payable on demand in gold or silver coin, shall be receivable public money ly in all payments to the state of Virginia; and the public monies of be deposited in the state, shall be constantly deposited in the Bank of Virginia, whenever lying inactive.

ing inactive shall

the bank.

the state to be

11. And be it further enacted, That within the term of one month Subscriptions of after information given by the proper commissioners, at the city of loaned by bank. Richmond, that a sufficient number of shares have been subscribed for, to commence the operations of the bank, the executive shall, on behalf and for the use of this state, make or cause to be made, a subscription to the capital stock of the said bank, to the amount of three hundred thousand dollars, which said sum of three hundred thousand dollars shall be loaned to the state by the said Bank of Virginia, at the rate of interest not exceeding four per centum per annum.

12. And be it further enacted, That the said sum of money How the loan shall herein before directed to be borrowed of the bank, shall be payable be repaid. and paid in ten equal annual instalments, the first whereof shall be on the first day of January, one thousand eight hundred and five, or in any greater sum or sums of money, or shorter period or periods, at the pleasure of the commonwealth, and interest shall cease to be chargable on the amount of each and every payment from the time of making the same respectively; and all the money arising from the tax on merchants' licences, shall be, and is hereby exclusively appropriated to and for the payment of the said loans, and the interest thereupon respectively accruing, according to the instalments aforesaid, and the dividend to which the commonwealth shall be entitled; and if the monies so appropriated shall not be adequate to the payment of the said loans, and the interest thereon, respectively, then as many of the shares in the said bank, belonging to this state as may be necessary to supply the deficiency, shall be sold and applied to and for that purpose.

for less than five

13. And be it further enacted, That the said president and di- No note to issue rectors shall not in any case issue any note for a smaller sum than dollars. five dollars.

Nor negotiable unless su expressed in said note.

House to be pro

cient number of

14. And be it further enacted, That no note shall be negotiable at the bank, unless it be so expressed on the face of said note. 15. And be it further enacted, That the commissioners appointed cured after a suffi- by this act for the receiving subscriptions in the city of Richmond, shares are taken. shall immediately after a sufficient number of shares are taken, provide a house for the carrying on the business of the bank, together with all necessary paper, stationary, vaults and utensils, suitable to the same, so that as soon as the directors are chosen, the operations of the bank may be immediately and without loss of time prosecuted and carried into effect.

Preamble.

What shall be considered unlawful meeting of slaves.

Persons may be summoned to as

warrant.

CHAP. 119.-An ACT further declaring what shall be deemed unlawful meetings of slaves.

(Passed January 24, 1804.)

Whereas it is represented to the general assembly, that it is a common practice in many places within this commonwealth, for slaves to assemble in considerable numbers at meeting houses and places of religious worship, in the night, which, if not restrained, may be productive of considerable evil to the community :

1. Be it therefore enacted, That all meetings or assemblages of slaves, at any meeting house or houses, or any other place or places, in the night, under whatsoever pretext, shall be deemed and considered as an unlawful assembly, and any justice of the county or corporation wherein such assemblage shall be, either from his own knowledge, or the information of others, of such unlawful assemblage or meeting, may issue his warrant, directed to any sworn officer or officers, authorizing him or them to enter the house or houses, where such unlawful assemblages or meetings may be, for the purpose of apprehending or dispersing such slaves, and to inflict corporal punishment on the offender or offenders, at the discretion of any justice of the peace, not exceeding twenty lashes.

2. And be it further enacted, That the said officer or officers shall have sist in executing a power to summon any person to aid and assist in the execution of any warrant or warrants directed to him or them for the purpose aforesaid, who, on refusal, shall be subject to a fine at the discretion of the justice, not exceeding ten dollars: Provided, That the provisions of this act shall not extend to any county west of the Blue Ridge.

Proviso.

Repealing clause.

Commencement.

3. All acts and parts of acts coming within the purview of this act, shall be, and the same are hereby repealed.

4. This act shall commence and be in force from and after the passing thereof.