How va

cancies

filled.

the remaining twelve directors shall be chosen annually on the second Wednesday in March in each year by the private stockholders or proprietors of the capital stock of the said corporation, and by plurality of the votes actually given; and those who shall be duly chosen at any election, shall be capable of serving as directors, by virtue of such choice, until the end or expiration of the Wednesday next annually ensuing the time of such election, and no longer; and the said fifteen directors, at their first meeting after each election, shall choose one of their number as president. And in case of the death, resignation, or absence from the state, or removal are to be 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 the said second Wednesday in March in each year, or any other day appointed by the stockholders, the said corporation 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 may be regulated by the laws and ordinances of the said corporation. And in case of the death, resignation, or absence from the state, or removal of ail or either of the directors representing the state in said corporation, during the recess of the legislature, the vacancies shall be filled up by such proper person or persons as the governor for the time being, shall or may appoint to serve as director or directors of the said corporation, until a new appointment shall or may be made by the legislature.

under pro

And be it further enacted by the authority aforeDirectors said, That no person hereafter to be appointed a entered up director of said corporation, shall be authorized test, dis- to continue and act as such, after he shall be enterqualified ed up on the books of said bank under protest, eifor serving ther as drawer or indorser, on any paper which the said bank may hold, either for discount or col

as such.

lection; unless he shall prove to the satisfaction of a mejority of the other directors, that he hath just reason, and legal and sufficient cause for refusing payment of the demand on which such protest may be founded.

And be it further enacted, That the following Fundarules, limitations and provisions, shall form and be mental fundamental articles of the constitution of the said articles. corporation;

Amount

RULE 1st. The capital stock of the bank shall consist of eight thousand shares of one hundred of capital dollars each, making the sum of eight hundred stock. thousand dollars; three thousand shares whereof to be subscribed by the state, as herein after directed.

officers,

money on

2d. The directors for the time being, shall have Directors power to elect and remove the cashier; and they to appoint shall also have power to appoint such officers, &c and to clerks and servants under them, as shall be neces- receive sary for executing the business of the said corpo- deposit. ration, and allow them such compensation for their services as may be reasonable. They shall receive money on deposit, and pay away the same to order, free of expense; discount bills of exchange accepted and payable in the city of Charleston, and notes with two or more good names thereon, or secured by a deposit of bank or other public stock, at a rate of interest not exceeding one per cent. discount for sixty days. Provided the said bills and notes have not more than sixty days to run. They shall have power to issue notes, signed by the President, and countersigned by the cashier, on behalf of the said corporation, for such sums, and with such devices as they may deem most expedient and safe. They shall also be capable of exercising such other powers and authorities as may be necessary for the well governing and ordering the affairs of the said corporation, and of promoting its interests and its credit, and of such as shall be authorized by the rules thereof, or by the direction of the stockholders.

directors.

Sd. In voting for directors, and all other ques Manner of tions on which the stockholders may be called to voting for give their votes, the number of votes to which cach stockholder shall be entitled, shall be according to the number of shares he shall hold, in the proportion following, that is to say: for four shares, one vote; for every four shares above four, and not exceeding twenty, one vote; for every eight shares above twenty, and not exceeding sixty, one vote; for every twelve shares above sixty, and not excecding one hundred and twenty, one vote; for every sixteen shares above one hundred and twenty, and not exceeding two hundred, one vote; and for every twenty shares above two hundred, and not exceeding four hundred, one vote: But noperson, copartnership or body politic, shall be entitled to a greater number than thirty votes; except the state, who, by the authority of the majority of their directors, shall be entitled to sixty voles; except in clections for directors representing the private stockholders. The manner, howManner of ever, of voting for the directors for the private voting may stockholders, and on all other questions relating to the affairs of the said corporation, shall, at any time be altered by such private stockholders at any public meeting, to be for that purpose called, after two weeks previous notice in two public gazettes. Provided, That at such meeting a majority of all the private shares of the bank are represented, and the holders of two-thirds of such shares concur in such alteration.

be altered.

months to

4th. No share or shares, shall confer a right of Shares to suffrage, which shall not have been holden three be held 3 calendar months previous to the day of election. entitle the No other stockholders than stockholders who are holder to citizens of the United States, in the United States vote. or not, shall be allowed to vote by proxy or otherWho may wise, provided such proxy be a stockholder, and

vote by

proxy.

a citizen of the United States.

5th. To prevent a division of shares, in order

to obtain to the person or persons so dividing them, an undue influence, the managers of elections for directors, shall administer to every stockholder offering to vote, the following oath: "You,

persons of

A. B. do swear (or allirm) that the stock you now Oath to be represent, is bona fide your property, and that no taken by other person or persons, is or are concerned there- fering to in ;" and to any person voting by proxy, or for a vote. minor, or in right of, or in trust for any other person entitled to vote, the following oath. "You, A. B. do swear (or affirm) that the stock of C. D. whom you now represent, is, to the best of your knowledge and belief, the property of the said C. D. and that no other person or persons, is or are concerned therein." And any stockholder refusing to take such oath or affirmation, shall not be allowed to vote at such election.

Persons

to be con

6th. Any person or persons holding or subscribing for stock in the said bank, in the name of, or subscrib in trust for minors, shall, to all intents and purpo- stock in ing for ses relating to this act, be viewed and taken as hold- the nam ing or subscribing such stock in the name or names of minors, of such person or persons so holding or subscrib- sidered as ing; and in voting at any meeting of the stock- the holdholders, such persons shall be entitled to vote in such proportion only as if the stock of such minor or minors was the sole and exclusive property of the person or persons so voting.

ers of the

same.

List of

7th. A fair and correct list of the stockholders shall be made out, at least two weeks before any stockhol election of directors, to be submitted to the inspec-ders to be 'tion of any stockholder who shall require to see the made out same, to the end that public information may be election. given to the parties concerned, of their co-proprietors and stockholders.

before an

8th. No director of any other bank, or co-part- who are ner of any such director, shall be eligible as a di- not eligi rector of this corporation, neither shall any stock-ble as diholder, who is not a citizen of the United States, be eligible as a director.

rectors.

9th. Not more than three-fourths of the directThree- ors, exclusive of the president and the three apfourths of pointed by the legislature, shall be eligible for the ors may be next succeeding year: But the director who shall re-elected. be president at the time of any election, may always be re-elected.

the direct

ors may

transact

10. No less than six directors shall constitute a Six direct-board for the transaction of business, of whom the president shall always be one; except in case of business, sickness or necessary absence, in which case his place may be supplied by any other director, whom he, by writing under his hand, shall nominate for the purpose, and in default of such nomination by the president, or in case of the sickness or necessary absence of the person so appointed, in either event, the board of directors may, by ballot, appoint a temporary president.

tries of

their pro

11th. The directors shall keep fair and regular Directors entries, in a book to be provided for the purpose, to keepen of their proceedings; and on any question, where two directors shall require it, the yeas and nays of ceedings. 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 require the same.

12th. The stockholders shall allow such comCompen- pensation to the president for his services as may the presi- appear to them reasonable, not exceeding two dent. thousand five hundred dollars a year.

sation to

13th. Every cashier, before he enters on the exCashierto ecution of his duty, shall give bond, with two or give bond more securities, to the satisfaction of the directors, with secu rity. in a sum not less than twenty thousand dollars, conditioned for his good behaviour.

Oath of

14th. The president and cashier shall take the following oath, on entering on the duties of their president respective offices: "That they will weil and faithfully discharge the duties thereof."

and ca

shier.

15th. The total amount of the debts which the