ported

continue incorporated until the first day of January, one thousand cight hundred and twenty-three; To contiand by their respective names aforesaid, shall be, nue incorand they and each of the said corporations, are until Jauhereby made capable in law, to have, purchase, re- ary, 1623, ceive, possess, enjoy and retain, to them and their successors, lands, rents, tenements, hereditaments, goods, chatteis and effects, of what kind, nature or quality soever, to an amount not execcding, in the whole, one million five hundred thousand dellars, including the amount of the capital sterk aforesaid; and the same to sell, alien, or dispose of; to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any other place whatsoever : And also to make, have and use a common seal, and be inand the same to break, alter and renew at the vested pleasure; and also to ordain, establish, and put i tain powexecution, such by-laws, ordinances and regulati- ers. ons, as shall seem necessary and convenient for the government of the said corporation, not being contrary to law, or to the constitution, therecf,, (for which purpose general meetings of the stockholdcrs shall and may be called by the directors,, at such time or times as to them shall be deemed necessary,) and generally to do and execute all and singular such acts, matters and things, which to them it shall or may appertain to do; subject revertheless, to such regulations, restrictions, limitations and provisions, as herein after shall be prescribed and declared.

with cer

Be it further enacted by the authority aforesaid, That there shall be an election by each of the said Each corcorporations, of thirteen directors, who shall be fleet 13 chosen annually by the stockholders, from among directors. themselves, and by plurality of votes actually given; and in case of the death, resignation, or absence from the state, or removal of a director by the stockholders, his place may be filled up by a new choice for the remainder of the year. But

should it so happen, that an election of directors should not be made on any day, when, pursuant to the constitutions of the said corporations, or either of them, it ought to have been made, the said corporations, or either of them, shall not, for that cause, be deemed to be dissolved; but it shall 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 corporations respectively.

And be it further enacted by the authority aforeDirectors said, That the directors for the time being, shall to appoint have power to appoint such officers, clerks and

officers.

Fundamental ar

ticles for the cons

titutions thereof.

servants under them as shall be necessary for executing the business of the said corporations respectively, and to allow them such compensation for their services as shall be reasonable; and shall be capable of exercising such other powers and authorities for the well governing and ordering of the affairs of the said corporations, as shall be described, fixed and determined by the laws and regulations of the respective companies hereby incorporated.

And be it further enacted by the authority aforesaid, That the following rules, restrictions, limitations and provisions, shall form and be fundamental articles of each of the constitutions of the companies hereby incorporated.

I. That the number of votes to which each stockholder shall be entitled, shall be in such proportions as by each of the said companies, hereby incorporated, shall have been, or may hereafter be established: Provided always, That no person, co-partnership, or body politic, shall be entitled to a greater number than thirty votes. And no share or shares shall confer a right of suffrage, which shall not have been holden three calendar months previous to the day of election. Stockholders actually resident within the United States, and none others, may vote in elections by proxy.

II. Not more than three-fourths of the directors in office, exclusively of the president, shall be eligible for the next succeeding year. But the director who shall be president at the time of an elcction, may always be re-elected.

III. No person but a stockholder, being a citizen of the United States, shall be eligible as a diector.

IV. The lands, tenements and hereditaments, which it shall be lawful for each of the said corporations 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 have been bona fide mortgaged to it by way of security, for debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained.

V. The total amount of the debts which cach of the said corporations shall at any time respectively owe, whether by bond, bill, note, or other contract, shall not exceed three times the amount of its capital, (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 this state. In case of excess, the directors, under whose administration it shall happen, shall be liable for the same, in their private capacities; and an action of debt may, in such case, be brought against them or any of them, their or any oftheir heirs, executors, or administrators, in any court in this state having jurisdiction, by any creditor or creditors of the said corporations, respectively, 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 corporations, or the lands, tenements, goods or chattels of the same, from being also liable for, and being chargeable with, the said excess. Such of the said directors who may

their

transacti

cd.

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 individually liable, by entering, if present, their dissent on the books of the bank at the time the debt may be so contracted, and forthwith giving notice of the fact to the stockholders, at a general maceting, which each of the said directors shall have power to call for that purpose.

And be it further enacted by the authority aforeNature of said, That neither of the said corporations shall be permitted to purchase any public debt whatever, ons defin. (except as may hereinafter be excepted,) nor shall, directly nor indirectly, deal or trade in any thing, except bills of exchange, goid or silver bullion, or in the sale of goods really and truly pledged for money lent, and not redeemed in due time; or of goods which shall be the produce of its lands; neither shall the said corporations take more than at the rate of six per contum per annum for or upon its loans or discounts.

And be it further enacted by the authority aforeStockhol- said, That in case of failure of the banks, or eiders to be ther of them, each stockholder, copartnership, or case of fai- body politic, having a share or shares therein at

liable in

lures.

the time of such failure, or who have been interested therein at any time within twelve months previous to such failure or bei kruptcy, shall be liable and held bound for any sum, not exceeding twice the amount of his, her or their share or subscription; and that the stock of the said corporations shall be assignable and transferable, according to such rules as shall be instituted in that behalf by the respective laws and regulations of each of the said corporations, and that no loan shall be made by either of the said corporations, to or for the use of any foreign prince, state or government, unless previously authorized by a law of this state.

assignable

The bills obligatory and of credit under the seal of the said respective corporations, which shall be Bills, &c. made to any person or persons, shall be assignable shall be by indorsement thercuson, under the hand or hands and obliof such person or persons, and of his, her or their gatory. assignce or assignces, and so as absolutely to transfer and vest the property thereof in each and every assignce or assignees successively; and to enable such assignce 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 corporations respectively, 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 respective corporations, shall be binding and obligatory upon the corporation issuing the same, in like manner, and with the like force and effect, as upon any private per. son or persons, if issued by him, her 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 assigned by indorsement, in like man.ner and with like effect, as foreign bills of exchange now are; and those which are payable to bearer, shall be negotiable and assignable by delivery only.

be made.

Dividends shall be made at least once in cach Dividends year, by the said respective incorporations, of so of profits to much of the profits of the bank as shall appear to the directors adviseable; and once in every three years, the directors shall lay before the stockholders, at a general meeting, for their information, the amount of surplus profits, if any, after deducting losses and dividends.

And be it further enacted by the authority afore said, That if the said respective corporations, or ci.