Corporation not

dissolved for want of electton.

Directors power to make by

SECTION 5. That in case it shall happen that an election of directors shall not be made on any day when pursuant to this act it ought to have been done, the said corporation shall not for that cause be deemed to be dissolved, but 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 said corporation.

SECTION 6. That the directors for the time being laws, rules, &c. or a majority of them, shall have power to make and prescribe such by-laws, rules and regulations as to them shall appear needful and proper, touching the arrangement and disposition of the stock, property, estate and effects of said corporation, the duties and conduct of the officers, clerks and servants, employed therein, the election of the directors, and all such other matters as appertain to the business of the bank, and shall also have power to appoint so many officers, clerks and servants for carrying on the said business, and with such salaries and allowances as to them shall seem meet: provided, that such by-laws, rules and regulations, be not repugnant to the constitution or laws of the United States, or the laws of this territory; and it shall be the duty of the president and cashier, whenever thereunto required, to furnish to the legislavive counsel, a statement under oath or affirmation, of the condition of the bank, stating the amount of the deposits, the profits on hand, the amount of bills in circulation, the amount of debts due from the directors, the amount due from the stockholders, the amount of debts due from all other persons or corporations, not however naming them, the amount of specie in bank, the amount of all bills of other banks, the amount of their deposits in other banks, the amount of their real estate, and of other property not herein specified, the amount of capital actually paid in, and shall contain a true exhibit of the real state of said bank.

Bank never to

three times the amount of

stock.

SECTION 7. That the total amount of debts which owe more than the said corporation shall at any time owe, either by bond, bill, note, or other contract, over and above the specie then actually in the bank, shall not exceed three times the sum of the capital stock subscribed and actually paid into the said bank; and in case of such excess, the directors under whose administration it shall happen, shall be liable for the same in their sepa

rate and private capacities, but this shall not be construed to exempt the said corporation, or any estate, real or personal, which they may hold as a body corporate, from being also liable for, or chargeable with such excess; but such of the directors who may have been absent or opposed to the measures when the said excess was contracted, shall not be so liable: provided, he or they publish the fact of such excess over his own signature, in some newspaper in the territory.

thorized to ac

SECTION 8. That the lands, tenements and heredit- How far auaments, which it shall be lawful for the said corpora- quire and hold tion to hold, shall be only such as shall be required real estate. for its accommodation, in relation to the convenience of its business, or such as shall have been bona fide conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts; and further, the said corporation shall not, directly or indirectly, deal or trade in buying or selling any goods, wares, or merchandise, unless in selling the same when truly pledged by way of security for debts due the said corporation, or purchasing the same at sales on judgments, which shall have been obtained for any debts previously contracted in the course of its dealings, and afterwards selling the same. SECTION 9. That the bills obligatory and of credit, How bills, &c under the seal of the corporation, which shall be made assignable. to any person or persons, shall be assignable by endorsement thereon, under the hand or hands of such person or persons, his, her or their assignee or assignees, so as absolutely to transfer and vest the property thereof, in each and every assignee or assignees respectively, 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, promising the payment to any person or persons, by his, her or their order, or to bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same, in like manner and with like force and effect, as upon any private person, 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 issued by such private person or persons; and if such bills, obligatory &c.

Penaltities in

curred by bank on non-payment of bills, notes,

How many

or shares.

and of credit, and such bills and notes issued as aforesaid, and not paid when the same are due and demanded at the banking-house of said bank, in the legal coin of the United States, the said corporation shall be dissolved.

SECTION 10. That each stockholder shall be enti votes to a share tled at elections, and on all other questions, to the number of votes proportioned to the number of shares which he or she shall hold in his or her own name, according to the following ratio, to wit: for each share, and not exceeding ten shares one vote; for every ten shares and above ten shares, one vote only; and no stockholder unless actually resident within the United States, shall vote at elections, or on any other occasion by proxy.

Qualifications of directors and other officers, how and by whom.

How and when

dividends made.

SECTION 11. That the directors, before they execute any of the duties of their offices, except choosing a president, shall severally take an oath or affirmation, that they will faithfully and honestly perform the duties of their respective offices, according to the best of their skill and abilities, which oath or affirmation either of the directors is hereby authorized to administer to the president, and then the president shall administer the same to the other directors, and to all such other officers, clerks and servants of the said corporation, os by the by-laws and ordinances thereof may be required to take an oath or affirmation.

SECTION 12. 'That the directors shall make half yearly dividends, commencing on the first Monday in February, which will be in the year of our Lord one thousand eight hundred and thirty-eight, of so much of the profits of said bank, as to them, or a majority of them shall seem advisable, and every cashier and clerks to give clerk, before they enter upon the duties of their offices, shall give bond in two or more securities to the satisfaction of the directors, conditional for the faithful performance of their duties.

Cashier and

bond and secu

rity.

Salary of presi

ors.

SECTION 13. That no president or other director, dent and direct shall be entitled to any emolument for their services, unless the same shall have been allowed by the stockholders at a general meeting. Four directors shall A board to do constitute a board for the transaction of business, of whom the president shall be one, except in case of necessary absence, when he shall in writing, appoint one of the directors to act as president pro tem.; but

business.

for making ordinary discounts, such a number of directors shall constitute a board, as shall be required by the by-laws of said corporation.

meeting had.

SECTION 14. A general meeting of the stockhold. How a called ers may be called, whenever the directors or a majori ty of them shall judge proper, of which meeting the directors shall give three weeks previous notice, in a newspaper, which notice shall specify the object of said meeting.

transferred.

SECTION 15. That the stock of said corporation How stock shall be assignable according to the rules prescribed in the by-laws of said corporation, but no assignment or transfer shall be valid or effectual, until such assignment or transfer shall be entered or registered in a book to be kept for that purpose, nor shall any stock-. holder be capable of assigning or transferring his or her stock in the said bank, until all notes, dues and debts, of whatsoever nature, due to the said corporation from such stockholders, either as a drawer or endorser of any note or bill, or otherwise, shall be first paid and discharged.

stock augment

SECTION 16. That the stockholders may at any How capital time augment the capital stock of the said bank, at ed any special meeting called for that purpose, a majority of all the votes being given therefor, under such regulations, restrictions and conditions as the stockholders shall at such meeting judge proper, to any amount not exceeding five hundred thousand dollars.

erty in said

SECTION 17. That the property of every individual Individual propmember of the said corporation, vested in said corpo- corporation rate funds, shall be liable in the same manner as other liable, &c. personal property is liable by the laws of the territory, to the payment and satisfaction of his just debts to any of his bona fide creditors, and when any execution shall be issued against any personal property of any such individual member, and the creditor is desirous that the same should be levied upon the property of such debtor in the said corporate funds, the officer to whom such execution may be directed, shall levy the same, by leaving with the cashier of said bank an at- How made so. tested copy of such execution and a written notice that the said execution is levied upon the property of the said debtor in the said corporate funds, and such property thus levied upon, shall be sold in the same. manner as is or shall by law be provided for the sale

Seven per cent. per annum.

A public act.

Limitations

and restrictions.

Safety fund

reserved.

of personal property taken in execution, and such corporate funds thus levied upon and sold, shall be transferred to the purchaser by entering in the proper books of such corporation a copy of the said execu tion, and a statement of the sale of such property by virtue thereof; which entry the officer levying such execution shall be permitted to make: provided, that no property vested in the corporate funds, shall be thus taken and sold until all the debts due to the said bank, by such debtor, either as drawer or endorser of any note or otherwise, shall be fully discharged; and upon any execution being levied on any shares in said bank, it shall be the duty of the cashier of said bank, to expose the proper book of the corporation to the officer and to furnish him with a certificate, under his hand, in his official capacity, stating the number of shares the debtor holds in said bank, and the amount of dividends thereon due.

SECTION 18. That the said corporation shall not take more than seven per cent. per annum on its loans and discounts, in advance.

SECTION 19. That this act be and the same is hereby declared a public act, and that the same be for the time herein before limited, construed in all our courts and places benignly and favorably, for every benefi. cial purpose therein mentioned.

SECTION 20. That no note or bill shall be issued by said bank of a less denomination than five dollars, and that the bank shall not issue any bill or note until the sum of forty thousand dollars in the legal coin of the United States shall be paid into the said corporation by the stockholders, as a part of the stock: provided, that nothing herein contained, shall be construed to deprive the legislative assembly, in four years from this time, from prohibiting the issuing of notes from this bank of a less denomination than ten dollars, or in ten years from this time, of a less denomination than twenty dollars, if the legislative assembly should deem it expedient so to do.

SECTION 21. Be it further enacted, That in case the system, right of legislative assembly of this territory, or the legislative authorities which may hereafter exist, in any state to be erected in this territory, in which said bank may be located, shall deem it fit and expedient for the bet ter regulating a banking operation to require the de