least fifteen days before the commencement of the term of said
coart) calling on the said corprmation to show cause wherefore
the charier hereby granted shall not be declared forfeited ; and it
^uili be lawful for ihe said court upon the return of said scire
faciaz^ to examine into the truth of the alleged violation ; and if
such violation be made to appear, then to pronounce and adjudge
that tlie said charter is forfeited and annulled ; and every issue
of fact, which shall arise in such proceeding, and may be joined
between the state and the corporation aforesaid, shall be tried by
jury, and it shall be lawful for the court aforesaid to require the
production of such of the books of the corporation as it may
deem necessary for the ascertainment of the controverted iacts ;
and the final judgment of the court aforesaid shall be examinable
m the supreme court of the stale, by writ of error, and may be
there reversed or affirmed, according to usages of law ; and it
shall he the duly of the governor to employ counsel on behalf of
the stale, to prosecute such writ of scire facias.
Sec 27. That a general meeting of the stockholders of each
branch shall be held annually, at such time as the directors of the
state baak shall direct, at which time elections for directors shall
take place, to which meeting the directors of the preceding year
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shall exhibit aa exact and particular statement of the state, con-
dition and affairs of said branch ; and general meetings of the
stockholders may be held at any other time, when ordered by the
board of directors of the branch.
Sec. 28. Certificates of stock shall be issued to stockholders,
signed by the president and cashier of the proper branch, and
may be transferred on the books of the branch to be kept for that
purpose and not otherwise ; in which case the old certificates
shall be surrendered and new ones issued. Nonstock shall be
transferred by any stockholder when any debt is due, or is then
owing and to become due from such stockholder, but by the con-
sent of the directors of the branch, and such stock books shall, at
all reasonable times during the usual hours of transacting busi-
ness, be kept open for the examination of any person, having in
his possession any note, bill or obligation on any branch, men
due, and the payment of which shall be refused. And in case
any oflScer having charge of such book shall refuse to permit
such examination, he shall, for every offence, forfeit the sum of
fifty dollars, to be recovered in an action of debt by the person
so refused*
Sec. 20. Stock shall be considered as personal property, and
may be sold on execution, and transferred on the books of the
branch by the officer selling the same, but in all c^ses be subject
to a lien in favor of the bank, for all debts bona fide due, or then
owing and to become due the same, from the owner.
Sec. 30. After the first election, no stockholder who shall not
have held his stock, for which he votes, for three calender months
previous to the day of election, shall be entitled to v<:te; and the
number of votes to which stockholders shall be entitled, in voting
for directors, shall be in the proportion following : that is to say,
for each and every share not exceeding four shares, one vote ; for
every two shares above four shares and not exceeding thirty, one
vote : for every four shares above thirty and not exceeding nine-
ty, one vote ; for every six shares above ninety and not exceeding
one hundred and fifty, one vote ; and for every ten shares above
one hundred and fifty, one vote. But no person, co-partnership,
or corporation, shall be entitled to a greater number than one hun-
dred votes. In all elections, votes may be given either in person
or by proxy, but no person shall vote by proxy more than one
hundred votes, and no individual stockholder, who shall be a resi*
dent of the county where the election is to be held at the time of
such election, shall vote by proxy, unless in case of unavoidable
absence, except females or minors.
Sec. 31. No president, cashier, clerk, or teller of said bank or
any branch thereof, shall be permitted to vote at any election for
directors, as the attorney, agent, or proxy of any stockholder.
No president, cashier, or director of the state bank, or president
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HOUSE DOCUMENTa 143
or cashkr of either of the branches, shall, during the term of his
office, be eligible to a seat in either branch of the general assem-
bly of this state.
Sec 32. The president of the state bank shall be elected by the
general assembly, by ballot of each house separately : Provided^
that no person shall be elected as such president unless he gets a
separate majority of the voles given by each house : Prwidedf
however^ that after three attempts at an election as aforesaid,
should no concurring choice be made, the two houses shall pro-
ceed to elect the said president by joint ballot of both houses ; and
the person obtaining a majority of all the votes given on such
joint ballot, shall be declared duly elected as in other cases. Such
president shall hold his office for five years, unless sooner remo^
ved by joint resolution, and another appointed in his place.
Sec. 33. It shall be his duty to preside at all meetings of the
board and decide all questions on which the board is eaually di-
vided, by his casting vote. He shall have power to call special
meetings of the board whenever he may find it necessary, and do
and transact all other business naturally appertaining to his office
or conferred upon him by this act
Sec 34. The president of the state bank shall receive as a
compensation, to be allowed by the board of directors of said bank,
an annual salary, not less than one thousand, nor more than fif-
teen hundred dollars, payable quarterly.
Sec 35. The general assembly shall elect four directors of
the state bank, in the manner prescribed for electing the president
thereof, who shall respectively hold their offices one, two, three
and four years, one going out of office each year, and shall at
their first meeting aUer their appointment, determine by lot, the
periods they shall respectively hold their offices. Such directors,
or any one of them, may at any time be removed by joint resolu-
tion of the general assembly. Their compensation shall be fixed
by the board of directors of the state bank ; but the compensation
of any member of the board shall not be increased during the
term of his appointment
Sec 36. Vacancies occurring in the office of president or of
any state director of the state bank, shall be filled by appointment
to be made by ihe governor,, until the same shall be filled by the
general assembly, as in this act is provided for the election of the
president and directors of the state bank.
Sec 37. The board of directors of each branch shall annually
and as often as a vacancy may occur, elect one director for the
' state bank, whose compensation shall be fixed by the branch di-
rectors, and paid by such branch.
Sec 38. it shall be the duty of said bank and branches to re-
ceive and pay out the revenues and funds of the state, under the
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144 HOUSE DOCUMENTS.
direction and control of the treasurer of the state, whenever the
legislature may so direct.
Sec. 39. The board of directors of the state bank shall have
power to appoint a cashier and such other inferior officers and
agents as may be necessary to carry on iheir business, to fix
their term of office and compensation, and require such bond
and security from fliem as they may from time to time deem
expedient.
Sec 40. The (lin;ctors of the state bank shall have power to
limit and control the amount of discounts and loans of the branches
after they shall amount to once and a quarter the amount 3f ca-
pital stock paid in ; to settle and adjust the accounts and balances
between them ; and for ^ood cause may suspend the operations
of the same. They shall have power, and it shall be their duly,
to regulate and equalize the state funds and public deposites that
may be in bank, and may transfer the same from one branch to
another, as circumstances may require. But they shall in no
case withdraw any part of the capital stock of any branchy or
any part of its own local funds, without the consent of the board
of directors of such branch, to be used in any other branches,
except in cases reqairiDo: such branch to be closed as herein pro-
vided for ; and they shall have power to make and prescribe all
necessary by-laws to carry the powers herein conferred into
effect.
Sec 41. They shall have jjower to appoint one or more of
their number to visit and inspect the condition and affairs of each
branch, when and as often as U) ihcm shall seem net:essary, and
it shall be their duty to make such examination at least once in
six months, and also at any other time when thereto required by
the directors of any branch. ISo director shall be appointed by
the state baiik, to examine, visit, and inspcet the condition and
afiairs of any branch frotn which he has received his appoint-
ment.
Sec. 42. The person or persons so examining shall have power
to examine on oath or atlirmation, (which they are hereby autho-
rized to administer,) all the officers, servants, or agents of any
branch, or any other [ erson, in relation to the afFn'rs and condition
of such branch ; and they shall have power to examine all the
books, pape-s, notes, bonds, and other evidences of debt of any
branch ; to compare the books, funds, and property of said
branch, with their returns i.nd sta-tements made thereof; to as-
certain the amount of money and available funds on hand, and
generally to make every other inquiry and examination necessary
to ascertain the actual condition of such branch.
Sec. 43. The board of directors of the stale bank shall have
power to require of the board of directors of each branch, report9
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HOUISB DCX2UMENTS. 145
9f tbeir bilmeis and ooixKtion, as (Aea as shaH be 6xpedieDt» and
not less than once each month.
Sec. 44. They shall have p.iwer, whenefver xhe^ shall ascertain
in anv manner, that any branch is insolvent, or is mismanaging
its affairs, whereby the interest of the other branches is endan-
gered, or that a branch hath violated any of the provisions of this
act, or any other act binding upon them,* or that any branch hath
n^lected or refused to comply with any legal order or direction
of tl^ board of dh*ecto)^ of the state bank, and it is hereby made
the duty of said board, forthwith to suspend the business of sutcht
branch, and the power of the branch directors over the same, and
if the interest of the state, or the safety of the other branohesf
requires it, to close up the affairs and business of said branch eft>
tirely ; and to effect the same, they are hereby vested with power
to appoint a receiver or receivers, who sbaU, under their direction
and control, collect and receive the rights-, credits, and effects dub^
such branch, and turn theminto available funds; to settle, adjust,
and compound the same ; to settle, adjust and pay off the debt»
due by such branch : and if any portion of the capital stock of
such branch, or stock notes given therefor, shaH be unpaid, to sue
ibr and collect the same ; as also all cbntributions required from
stockholders under the provisions of the one hundred and second
section of this act, or so much as shall be necessary to meet the
demands against such branch.
Sec 45, That a copy of such order suspending or closing any
branch and appointing a receiver or receivers to take charge of
the same, mgned by the president and attested by the clerk of said
board, and the seal of said state bank, shall be sufficient to au-
thorize such receiver to seize and take chai^ of the same ; and
all officers, stockholders, servatits, and agents of such branch,
shall be required to obey and submit to the same, and in default
may be indicted for misdemeanor, and fined and imprisoned at the
direction (discretion) of the jury trying the same ; and any person
fraudulently holding and concealing any of the pro()6rty or eflfects
c{ such branch from such receiver, shall, upon conviction thereof
upon presentment or indictment, be fined in any sum not exceed-^
ing one thousand dollars, and eonfined at hard labor in the state
prison for any term of time, not less than one year nor more than
ten years.
Sec 46. It shall be the duty of the directors of the state bank
to provide for the paynnent of all the debts of a failing branch that
shall remain due after all the property, real and personal, rights^
credits, and effects, and all the stocks of such failing branch and
the contributions of its stockholders, shall have been applied ; and
for that purpose they are hereby authorized to call on the oth^r
branches for their respective proportions ; arranging the time of
making such calls so that the whole amount of such debt shall bsF
19
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146 HOUSE DOCUMENTS.
paid withiii one year after mxh failing branch sball hare been
â– uspeoded.
Sec 47. And if it shall so happen that the property, stock,
Gontributions, or efiects of said iailing branch shall not by that
time have been turned into available means, the same shall be
ooliected and distributed among the several branches to meet the
advances by them made to pay the debts of such failing branch.
Sec 48. After payment of all demands against a failing branch,
if any of its efiects, of whatever kind or description, shall renoain,
the same shall be first applied to the payment of the state stock
therein, and shall be divided among the other branches and used
as capital in the same as so much state stock ; and if any residue
should still remain, it shall be paid over to the other stockholdeiB
in their due proportions.
Sec 49. Any order of the board of directors to suspend or
dose a branch shall be carried by at least the votes of two-thirds
of the members present at some meeting, to attend which all the
members of the board shall have been notified ; and the question
shall be taken by ayes and noes, and the same recorded on the
minutes of the board.
Sec 50. The order of the board of directors of the state bank
suspending any branch, shall likewise have the efiect to suspend
all suits, judgments, orders, decrees, and executions, for any
claim or demand which said branch should have paid : nor shall
any such suit be progressed in until the matter in controversy
shall have been submitted to the board of directors of the state
bank, or the persons by them entrusted with the aflTairs of said
branch ; and if, on such admission, the justice of such claim shall
not be admitted and the same be agreed to be paid on the closing
up of the afi&irs of said branch, the same may progress to judg-
ment ; but execution thereon, and all other executions or decrees,
shall remain until one year from the time such branch was sus*
pended.
Sec 51. The directors of the state bank shall have power to
regulate the manner of holding elections for directors of the
branches, and may, if necessary, change and fix the time of hold*
ing the same, of all which elections reasonable notice of time and
place shall be given.
Sec. 52. And in case an election of 'directors should not be
made on the day when the same should have been, the directors
of the state bank shall order a new election, and the directors for
the time being shall continue to hold their ofllices until such elec-
tion takes place and their successors are qualified.
Sec 53. No failure on the part of the general assembly or of
the branches to elect directors of the state bank, shall be consider-
€n1 as a dissdotion of this corporation, but the directors for the
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HOUSE DOCUMENTS. 147
tioae being shaO oontiauc to hold and exercise their oflioet until
their successors are chosen and qualified.
Sec. 54. Said directors shall have power to regulate and con-
trol the dividends of profits, so that the capital stock shall never
be diminished, and to create and keep up a surplus fund that shall
never be less than oce-sixteenth of the capital stock in each
branch.
Sec 55. In the calculation of the profits previous to a dividend,
interest then unpaid, although due, or accrued on debts owing to
any branch, shall not be induded.
Sec 56. Dividends of profits shall be declared semi-annually.
Sec 57. They shall have power to close any branch which,
after the first year, shall not yield a profit of six per cent per an-
num upon the capital actually paid in, and the same may be pro-
ceeded in as in case of insolvency, unless the discounts shall have
been limited and controlled by the directors of the state bank, so
as to prevent said stock from yielding such profit.
Sec. 58. They shall cause to to openied and kept by thehr
clerks, accounts with each branch, shewing the operations of
each, and keeping constantly in view their business aiKi condition,
which shall be at all reasonable times open to the inspection of .
any stockholder, and of any person authorized by the legislature
to inspect the same*
Sec 59. They shall likewise keep a record of all their pro-
ceeding in which all tlieir orders, votes and resolutions shaU be
entered, with the ayes and noes on all questions, which slmll be
open to like inspection.
Sec. 60. They shall apportion the salary of the president and
all other oflicers, agents, and directors of the state bank, and all
other general expenses, among the several branches, according to
the amount of stock in each, and shall have power to demand and
receive the same.
Sec 61. It shall be the duty of the directors of the state bank
to keep and preserve the original books of subscription of stock,
and to cause to be returned to them from each branch, every six
months, a statement of all transfers of stock made the preceding
six months.
Sec. 62. They ^all also procure and take charge of the plates
on whkd) the paper of said bank shall be printed, and shall cause
a sufficient amount thereof to be printed from time to time, aa oc-
casion may require.
Sec 68. They shall deliver on the order of the board of direc-
tors of each branch an amount of such paper, not exceedii^ twice
an amount of the capital actually paid in at such branch, except
when more shall be wanted to replace that which may have been
worn out, de&ced, or lost : in which case all so defaced shall be
retnmed to said board of directors of the state bank and destroy-
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148 HOUSE DOCUMENTS.
ed; and they shall give no other or greater amount for paper
lost than they shall have good reason to believe is actually lost by
circulation or otherwise.
Sec. 64, Five directors, with the president, ^hall be necessary
to constitute a board for the transaction of business. But in case
of sickness or absence of the president, his place maybe supplied
for the time being by any director whom the board may ap-
point.
Sec. 65. It shall be the duly of the board of directors of the
state bank, in the first week of the session of the general assem-
biy in each year, to make report to both houses ofthe general as-
sembly of the affairs and business of said bank and each branch
thereof, setting forth in regard to each,
1st. The amount of available funds on hand, designating each
kind.
2d. The amount of notes discounted.
3d. The amount of bills of exchange.
4th. The amount and condition of the surplus fond.
6th. The a.Tiount of notes in circulation.
6th. The number of officers and servants, and the amount of
compensation to each.
7tn. The amount of rents paid, if any.
8th. The value of houses used for banking purposes.
9th. The value of other real estate, and whether the same has
been regularly offered for sale, as by this act required.
10th. The amount of debts due to and from other banks.
11th. All such other matters as shall by them be deemed ma-
terial and important, or shall be required of them by the legisla-
ture. A like report shall be furnished to the general assembly
by the board of directors of each branch. Such report mai'e by
the directors of each branch, shall contain such statement of the
condition of the same as aforesaid, as the same is found on the
third Saturday of November, in each yean at two o'clock in the
afternoon.
Sec. 66. The directors, and all other officers and agents ofthe
state bank, and of each branch, shall severally, before they enter
upon the duties of their office, make oath or affirmation, well and
faithfully to discharge the duties of the same.
Sec. 67. The stockholders of each branch shall by balk>t an-
nually elect not less than seven nor more than ten directors for
such branch, the number to be settled by the directors of the state
bank ; and the directors of the state bank shall appoint three di-
fectors for each branch : such branch directors shall hold their
office for one year, and until their successors are chosen and quali-
fied.
Sec. 68. The said branch directors, at their first meetiiig after
each election, shall choose one of their number to be prcmdent*
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HOUSE DOCUMENTS. 149
and shall have power to appoint a cashier and such other officers
and a^nts as they may deem necessary* whose term of office
and whose compensation, together with the president, shall be es-
tablished by the directors* They shall also have power to fill all
vacancies occurring in their own body, except in those appointed
by the state bank, which shall be filled by those directors of the
state bank, appointed on the part of the state.
Sec. 69. No director appointed by the directors of the state
bank shall be chosen more than twice in three years.
Sec. 70. No branch director, except the president, shall receive
compensation for his services, unless by vote of the stockhcld-
era.
Sec 71. No person shall be elected a director of a branch by
the stockholders, who shall be in arrear to such branch, nor unless
such person shall be a citizen of the state, and a stockholder
owning in his own right, and not in trust, at least five shares in
such branch. But in case there should not be a sufficient num-
ber of stockholders owning five shares to constitute the directory,
they may be elected out of those having the highest number of
shares.
Sec. 72. If, during his term of office, any director shall become
in arrear, or fail in business, remove from the state, or cease to
own the requisite amount of stock, or otherwise become disquali-
fied, it shall be the duty of the said board of directors forthwith to
vacate his seat, and appoint another in his place.
Sec. 73. No person shall be a director in more than one branch
at the same time ; nor shall two or more partners be at the same
time directors of the same branch, or of the state bank and a
branch thereof; nor shall a director of any moneyed corporation,
having power to discount and to receive deposites, be a director
of any branch.
Sec. 74. The board of directors of each branch shall have
power to require such security from their officers and agents, for
the performance of their duties, as they may deem necessary.
Sec 75. It shall be their duty to make report of their business,
and condition of their branch, to the board of directors of the state
bank, once in each month, and oftener, if thereto required by said
board, setting forth all the particulars required in their reports to
the legislature, and shall also send oopies of their monthly reports
to each branch.
Sec. 76. The board of directors of each branch shall keep a
book or books, in which shall be entered and faithfully recorded,
a journal of all their proceedings, which book shall be open to the
inspection of all the stockholders, at all regular meetings of the
same ; and also» be open to the inspection of any three stock-
holders, holding together in their owif right, twenty shares of
stock, on appli<mtion by them made to the president or cashier.
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150 HOUSE DOCUMENTS.
Sec 77. All elections b^ the several boards of directors shall
be viva voce» and recorded.
S^. 78. The directors of each branch shall have power to
make and prescribe such by-laws, rules and regulations, as they
may deem needful, touching,
1st. The government of their respective branches, and the man*
agement and disposition of its stock, business, property, estate
and effects ;
2d. The time, manner, and terms upon which discounts aad
deposites shall be made and received in and by the same ;
3d. The duties and conduct of the officers, clerks and servants