Capital stock. Votes, how them to receive and hold such securities, goods, chattels and effects, by way of deposit for advances made by them to any person or persons, and, on failure of payment, the same to sell and dispose of at pubiic sale. Sec. 3. And be it further enacted, That the capital stock of the said bank shall consist of five hundred thousand dollars, in shares of two hundred dollars each. Sec. 4. And be it further enacted, That apportioned. every stockholder shall be entitled to vote by himself, his agent or proxy, appointed under his hand and seal, at all elections, in virtue of this act; and shall have as many votes as he has shares, as far as ten shares, and not more than one vote for every five shares thereafter; and every stockholder may sell and transfer his stock in the bank, or any part thereof, at his pleasure, not being less than one complete share or shares; the transfer to be made in the bank books, in the presence, and with the approbation of the proprietor or his lawful attorney, and the purchaser then to be entitled to all the rights which the original proprietor enjoyed. Elections, held. Sec. 5. And be it further enacted, That a when to be meeting of the stockholders, at the town of A.. lexandria, shall be held annually, on the third Monday of January, in every year, during the continuance of this act; previous notice whereof shall be published in some newspaper, printed in Alexandria, Richmond, Winchester, or the City of Washington, for the space of four weeks successively; and the stockholders, assembled in consequence of such notice, shall choose by ballot, from among themselves, by a majority of votes of such as shall be present, or by proxy, nine directors, being citizens of the United States, for the term of one year thereafter; and on the same day annual ly, for and during the continuance of this act, a like election shall be made; and in case of refusal, death, resignation, disqualification or removal out of the district of Columbia, of any director, the remaining directors, at their next meeting thereafter, shall elect by ballot another person, qualified as aforesaid, in his place, for the residue of the year. The directors or any seven of them, shall, at their first meeting after every general election, elect by a majority of members present, by ballot, from among the stockholders, a president, who shall, whether a director or not, be thereupon entitled to all the powers and privileges of one; and if he was before a director, another director shall be elected as aforesaid, so as to keep up the number of directors, prescribed by this act, exclusive of the president; and in case of refusal, death, resignation or removal out of the district aforesaid, of the president, the directors shall meet as soon as conveniently can be thereafter, and elect another person for president, in manner before directed. Quarterly the directors. Sec. 6. And be it further enacted, That there be a meeting of the directors quarterly, and other for the purpose of regulating the affairs of the meetings of bank, any five of whom shall make a board; and that the board 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 they may think necessary. Powers of Sec. 7. And be it further enacted, That the board of directors shall determine the man- the directors ner of doing business, and the rules and forms to be pursued; appoint and pay the various officers which they may find necessary; and dispose of the money and credit of the bank, at a rate not exceeding six per centum per annum; and make half yearly dividends of the 1 Number of profits, or of such part thereof, as they may think prudent. Sec. 8. And be it further enacted, That in votes, neces- the appointment of cashier of the said bank, appointment a majority of the votes of seven directors shall of a cashier. be necessary to a choice. sary to the pointed at Sec. 9. And be it further enacted, That the board shall, at every quarterly meeting, A committee choose three directors, to inspect the busiof three direc- ness of the bank, for the ensuing three tors to be ap- months; and the inspectors so chosen, or any two of them, shall on the evening of examine the every Saturday, examine into the state of the cash account, and all the notes received and issued; and see that those accounts are regularly balanced and transferred. quarterly cash ac counts. officer or committing bank may be Sec. 10. And be it further enacted, That Any director, any director, officer or other person, holding any share or capital of the said stock, who other person shall commit any fraud or embezzlement, frauds in the touching the money or property of the said bank, shall be liable to be prosecuted in the name of the United States, by indictment for the same, in any court of law, in the district wherein the offence shall be committed; and, upon conviction thereof, shall besides the remedy that may be had by action, in the name of the President, Directors and Company of the Bank of Alexandria, for the fraud aforesaid, forfeit all his share and stock in the said Bank to the Company. Amount authorised to be loaned. Sec. 11. And be it further enacted, That it shall not be lawful for the bank hereby incorporated to loan by discount or otherwise more than twice the amount of its capital stock actually paid in. Sec. 12. And be it further enacted, That Stockholders no stockholder or member of the said company shall be answerable for any loss, defi only to be ciencies or failure of the capital stock of said their stock. bank, for any more or larger sum or sums of for the money whatsoever, than the amount of the amount of stock, stocks or shares, which shall appcar by the books of the 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 debts, which the said company Exception. shall at any time owe, whether by bond, bill, note or other contract, shall exceed double the amount of capital stock of the said bank actually paid in, 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 them, their heirs, executors or administrators, in any court of record within the United States by any creditor or creditors of the said company, 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 body politic or the lands, tenements, goods and chattels of the same, from being liable for, and chargeable with the said excess. Such of the 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 so contracted or created, may respectively exonerate themselves from being so liable, by forthwith giving notice of the fact, and of his 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 No note for a smaller sum lars to be is than five dol whose act such excess shall be occasioned, shall not have property sufficient to pay the amount of such excess, then each and every stockholder shall be liable in their private capacities for the deficiency, in proportion to their respective shares in said bank. Sec. 13. And be it further enacted, That the president and directors shall not issue any note for a smaller sum than five dollars; and the president and directors shall, once in every year, lay before the secretary of the treasury cretary of the an account, truly stating the situation of the bank, and its funds, if required. sued-Reports to be made to se treasury. Directors, &c. &c. entitled to no emolument but by a vote. President's salary. Residents of the district of Columbia on ly eligible as president or director. cashier to give bond, Sec. 14. And be it further enacted, That no director shall be entitled to any emolument, unless the same shall have been allowed by a majority of the stockholders at a general meeting. The directors shall make such compensation to the president, for his extraordinary services and attendance at the bank as shall appear to them reasonable. Sec. 15. And be it further enacted, That none but a stockholder, being a resident of the district of Columbia, shall be eligible as a president or director. Sec. 16. And be it further enacted, That Treasurer or every cashier or treasurer, before he enters upon the duties of his office, shall give bond with two or more securities to the satisfaction of the directors, for his good behavior in office. &c. &c. Accidental omission to make an vided for. Sec. 17. And be it further enacted, That in case it shall at any time happen, that an election of directors shall not be made on election, pro- any day when, pursuant to this act, it ought to be made, it shall and may be lawful on any other day to hold and make an election of directors, in such manner as shall have been regulated by the laws and ordinances of the said president and directors. |