America," and shall so continue until the third day of March, in the year one thousand eight hundred and thirty-five; and by that name shall be, and are hereby, made able and capable in law, to have, purchase, receive, possess, enjoy, and retain, to them and their successors, lands, rents, tenements, hereditaments, goods, chattels, and effects, of whatsoever kind, nature, and quality, to an amount not exceeding in the whole fifty-five millions of dollars, including the amount of the capital stock aforesaid; and the same to sell, grant, demise, alien, or dispose of, to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all courts and places whatsoever; and also to make, have, and use, a common seal, and the same to break, alter, and renew, at their pleasure; and also, to ordain, establish, and put in execution, such by-laws, and ordinances, and regulations, as they shall deem necessary and convenient for the government of the said corporation, not being contrary to the constitution and laws of the United States; and generally to do and execute all and singular the acts, matters, and things, which to them it shall or may appertain to do; subject, nevertheless, to the rules, regulations, restrictions, limitations, and provisions, hereinafter prescribed and declared. SEC. 6. And be it further enacted, That, for the management of the affairs of the said corporation, there shall be twenty-five directors, who shall be elected at the banking house in Philadelphia, on the first Monday of February, in each year, by the stockholders or proprietors of the capital stock of the said corporation, and by a plurality of votes then and there actually given, according to the scale of voting hereinafter prescribed. And the directors, so duly chosen, shall be capable of serving, by virtue of such choice, until the end or expiration of the first Monday in February next ensuing the time of such election, and no longer: Provided, however, That there shall be no election for directors, other than to fill vacancies, until the first Monday in February, in the year one thousand eight hundred and sixteen; and that, in the mean time, William Gray and Thomas H. Perkins, of Massachusetts; James D'Wolf, of Rhode Island; Archibald Gracie, Robert Lenox, John G. Coster, Isaac Pierson, Augustus Wright, Samuel Tooker, New York; Jared Ingersoll, Stephen Girard, Thomas M. Willing, William Jones, Nicholas Biddle, Thomas Leiper, James C. Fisher, Chandler Price, Cadwallader Evans, Jacob G. Koch, of Pennsylvania; Robert Gilmor, James A. Buchanan, Isaac M'Kim, Dennis A. Smith, of Maryland; John P. Van Ness and Thomas Swann, of the District of Columbia, be, and they are hereby declared to be, directors of the said corporation.

of

SEC. 7. And be it further enacted, That, as soon as the sum of twenty millions of dollars, in gold and silver coin, and in the public debt and treasury notes, shall have been subscribed, and the first payment actually received on account of the subscriptions to the said capital stock, (exclusively of the subscription aforesaid, on the part of the United States) notice thereof shall be given by the persons under whose superintendence the subscriptions shall have been made at Philadelphia, to each of the directors aforesaid; and the persons herein before named to be the first directors, shall proceed to elect one of their number president of the said corporation, and they shall be capable of serving until the end and expiration of the first Monday of February, in the year one thousand eight hundred and sixteen; and shall forthwith commence the operations of the said bank, at the said city of Philadelphia: Provided always, That, in case it should, at any time, happen that an election of directors and president of the said corporation should not be made upon any day when, in pursuance of this act, they ought to be made, 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 and president of the said corporation, (as the case may be) in such manner as shall have been regulated by the by-laws and ordinances of the said corporation; and until such election be so made, the directors and president, for the time being, shall continue in office: And provided, also, That, in case of the death, resignation, or removal of the president of the said corporation, the directors shall proceed to elect another president: And provided, also, That, in case of the death, resignation,

or absence from the United States, or removal of a director from office, the vacancy shall be supplied by the stockholders.

SEC. 8. And be it further enacted, That the directors, for the time being, shall have power to appoint such officers, clerks, and servants, under them as shall be necessary for executing the business of the said corporation, and to allow them such compensation for their services, rsepectively, 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 corporation, as shall be prescribed, fixed, and determined, by the laws, regulations, and ordinances, of the same.

SEC. 9. And be it further enacted, That the following rules, restrictions, limitations, and provisions, shall form and be fundamental articles of the constitution of the said corporation, to wit:

1. The number of votes to which the stockholders shall be entitled, in voting for directors, shall be according to the number of shares he, she, or they, respectively, shall hold, in the proportions following, that is to say: for one share and not more than two shares, one vote; for every two shares above two and not exceeding ten, one vote; for every four shares above ten and not exceeding thirty, one vote; for every six shares above thirty and not exceeding sixty, one vote; for every eight shares above sixty and not exceeding one hundred, one vote; and for every ten shares above one hundred, one vote. But no person, copartnership, or body politic, shall be entitled to a greater number than thirty votes; and no share or shares shall confer a right of voting, which shall not have been holden three calendar months previous to the day of election. And stockholders actually resident within the United States or the territories thereof, and none other, may vote in elections by proxy.

2. Not more than three-fourths of the directors in office at the time of an annual election, shall be elected for the next succeeding year, and no person shall be a director more than two out of three years; but the director who shall be the president at the time of an election, may always be re-elected.

3. None but a resident citizen of the United States, and holding, at the time of his election, not less than ten shares bona fide in his own right, shall be a director; and if any director shall cease to be a stockholder to that amount, he shall cease to be a director.

4. No director shall be entitled to any emolument. The stockholders may make such compensation to the president, for his extraordinary attendance at the bank, as shall appear to them reasonable.

5. Not less than seven directors shall constitute a board for the transaction of business, of whom the president shall always be one, except in case of sickness or necessary absence, in which case, his place may be supplied by any other director whom he, by writing under his hand, shall depute for the purpose. And the director so deputed, may do and transact all the necessary business belonging to the office of the president of the said corporation, during the continuance of the sickness or necessary absence of the president.

6. A number of stockholders, not less than sixty, who, together, shall be proprieters of one thousand shares or upwards, shall have power, at any time, to call a general meeting of the stockholders, for purposes relative to the institution, giving at least ten weeks' notice in two public newspapers of the place where the bank is seated, and specifying, in such notice, the object or objects of such meeting.

7. Every cashier or treasurer, before he enters upon the duties of his office, shall be required to give bond, with two or more sureties, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with a condition for his good behavior and the faithful performance of his duties to the corporation.

8. The lands, tenements, and hereditaments, which it shall be lawful for the said corporation 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 shall have been bona fide mortgaged to it by way of security, or 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.

9. The total amount of debts which the said corporation shall, at any time, owe, whether by bond, bill, note, or other contract, over and above the debt or debts due for money deposited in the bank, shall not exceed the sum of fifty millions of dollars, unless the contracting of any greater debt shall have been previously authorized by a law of the United States. In case of excess, the directors under whose administration it shall happen, shall be liable for the same, in their natural and private capacities, and an action of debt may, in such case, be brought against them, or any of them, their, or any of their heirs, executors, or administrators, in any court of record of the United States, or either of them, by any creditor or creditors of the said corporation, and may be prosecuted to judgment and execution, any condition, covenant, or agreement, to the contrary notwithstanding. But this provision shall not be construed to exempt the said corporation, or the lands, tenements, goods, or chattels of the same, from being also liable for, and chargeable with, the said excess. Such of the said 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 their absence or dissent, to the President of the United States, and to the stockholders, at a general meeting which they shall have power to call for that purpose.

10. The said corporation shall not, directly nor indirectly, deal or trade in any thing, except bills of exchange, gold or silver bullion, or in the sale of goods really and truly pledged for money lent and not redeemed in due time, or goods which shall be the proceeds of its lands. It shall not be at liberty to purchase any public debt whatsoever, nor shall it take more than at the rate of six per cent. per annum, for or upon its loans or discounts.

11. The said corporation shall not, during the continuance of the present war between the United States and Great Britain, sell any portion of the public debt constituting a part of its capital stock aforesaid, nor at any time thereafter to an amount exceeding one moiety of the public debt so constituting a part of its capital stock, without the consent of Congress.

12. No loan shall be made by the said corporation, for the use or on account of the Government of the United States, to an amount exceeding five hundred thousand dollars, or of any particular State, to an amount exceeding fifty thousand dollars, or of any foreign prince or State, unless previously authorized by a law of the United States. But the said corporation shall be bound to lend to the Government of the United States, reimbursable at their pleasure, thirty millions of dollars, at an interest not exceeding six per centum per annum, in such sums, and at such periods, as may be made convenient to the Government of the United States, whenever any law or laws of the United States shall authorize and require such loan or loans.

13. The stock of the said corporation shall be assignable and transferable. according to such rules as shall be instituted in that behalf, by the laws and ordinances of the same.

14. The bills obligatory and of credit, under the seal of the said corporation, which shall be made to any person, or persons, shall be assignable by endorsement thereupon, under the hand, or hands, of such person, or persons, and his, her, or their executors, or administrators, and of his, her, or their assignee, or assignees, and the executors, or administrators, of such assignee, or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee, or assignees, successively, and to enable such assignee, or assignees, and his, her, or their executors, or administrators, to maintain an action thereupon in his, her, or their own name, or names. And the bills, or notes, which may be issued by order of the said corporation, 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 bearer, although not under the seal

of the said corporation, shall be binding and obligatory upon the same, in the like manner, and with the like force and effect, as upon any private person, 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 assignable by endorsement, in like manner, and with the like effect, as foreign bills of exchange now are; and those which are payable to bearer, shall be assignable and negotiable by delivery only.

15. Half yearly dividends shall be made of so much of the profits of the bank as shall appear to the directors advisable, and once in every three years, the directors shall lay before the stockholders, at a general meeting, for their information, an exact and particular statement of the debts which shall have remained unpaid after the expiration of the original credit, for a period of treble the term of that credit, and of the surplus of profits, if any, after deducting losses and dividends. If there shall be a failure in the payment of any part of any sum subscribed by any person, copartnership, or body politic, the party failing shall lose the benefit of any dividend which may have accrued prior to the time for making such payment, and during the delay of the same. 16. The directors of the said corporation shall be bound to establish a competent office of discount and deposite in the District of Columbia, whenever any law of the United States shall require such establishment; and it shall be lawful for the directors of the said corporation to establish offices wheresoever they shall think fit, within the United States or the territories thereof, for the purposes of discount, deposite, and distribution; or, for the purposes of deposite and distribution only; and upon the same terms, and in the same manner, as shall be practised at the bank; and to commit the management of the said offices, and the business thereof, respectively, to such persons, and under such regulations, as they shall deem proper, not being contrary to law or to the constitution of the bank. Or, instead of establishing such offices, it shall be lawful for the directors of the said corporation, from time to time, to employ any other bank, or banks, at any place, or places, that they may deem safe and proper, to manage and transact the business proposed, as aforesaid, to be managed and transacted by such offices, under such agreements, and subject to such regulations, as they shall deem just and proper. But the managers, or directors, of every office of discount, deposite, and distribution, established, as aforesaid, shall be annually appointed by the directors of the bank to serve one year; each of them shall be a citizen of the United States, and shall hold, at the time of his appointment, not less than five shares in the said bank, bona fide in his own right; and if he shall cease to be a stockholder to that amount, he shall cease to be a manager or director of such office of discount, deposite, and distribution; and not more than three fourths of the said managers, or directors, in office, at the time of an annual appointment, shall be re-appointed for the next succeeding year; nor shall any person be a manager, or director, for more than two out of three years; but the president may be always re-appointed.

17. The said corporation, all offices of discount, deposite, and distribution. and of deposite and distribution only, which shall be established by the said directors, as aforesaid, and all banks by the said directors employed, in lieu of such offices, as aforesaid, shall be bound to receive, upon deposite, the treasury notes of the United States, which have been, or may be hereafter, issued, by virtue of any law or laws of the United States. But it shall be optional with the said corporation, to pay and discharge the checks, or drafts, of the persons making such deposite, in treasury notes, for the amount thereof, either in gold or silver coin, or in the notes of the bank, or in treasury notes. And all banks, by the said directors employed, as aforesaid, in lieu of offices, aforesaid, shall be further bound to receive, on deposite, and to circulate the notes of the said corporation, on the same terms, and in the same manner, as the notes of the said banks, respectively, are received and circulated; and, from time to time, to issue and exchange for the said notes of the

said corporation, other notes of the said corporation, or treasury notes, at the option of the person applying for such issue or exchange.

18. Until the first Monday of April, eighteen hundred and sixteen, it shall not be obligatory on the said corporation to pay its notes in specie, but all the notes of the said corporation, whether payable at the seat of the bank, in Philadelphia, or elsewhere, shall be payable in other notes of the said corporation, or in treasury notes, at the option of the applicant. And, if at any time, during the continuance of the present war between the United States and Great Britain, and a period of one year after the termination of the said war, demands shall be made, upon the said corporation, for gold or silver coin, to an amount, and under circumstances, which induce a reasonable and proba ble belief that the specie capital may be greatly diminished or endangered, it shall be lawful for Congress, on the petition of the directors, to authorize the suspension of specie payments, for such time or times as they may deem proper. And the said corporation shall, at all times, distribute among the offices and banks aforesaid, a sufficient sum, in the various denominations of the notes of the said corporation, and in treasury notes, to answer the demand therefor, and to establish a sufficient circulating medium throughout the United States and the territories thereof; and the treasury notes to be distributed and circulated the Secretary of the Treasury shall cause to be delivered, from time to time, to the said bank at Philadelphia; and the same shall be distributed and circulated by the said bank, under directions in that behalf, given by the officer at the head of the Treasury Department: Provided, That the officer at the head of the said department shall not be obliged, at any time, to deposite more treasury notes for distribution than he may think necessary for the public interest.

19. The officer at the head of the Treasury Department of the United States shall be furnished, from time to time, as often as he may require, not exceeding once a week, with statements of the amount of the capital stock of the said corporation, and of the debts due to the same; of the moneys deposited therein; of the notes in circulation, and of the specie in hand; and shall have a right to inspect such general accounts in the books of the bank as shall relate to the said statement: Provided, That this shall not be construed to imply a right of inspecting the account of any private individual or individuals with the bank.

SEC. 10. And be it further enacted, That, if the said corporation, or any person, or persons, for or to the use of the same, shall deal or trade in buying or selling any goods, wares, merchandise, or commodities, whatsoever, contrary to the provisions of this act, all, and every person, and persons, by whom any order or direction for so dealing or trading shall have been given; and all, and every person, and persons, who shall have been concerned as parties, or agents, therein, shall forfeit and lose treble the value of the goods, wares, merchandises, and commodities, in which such dealing and trade shall have been, one half thereof to the use of the informer, and the other half thereof to the use of the United States, to be recovered in any action at law, with costs of suit.

SEC. 11. And be it further enacted, That, if the said corporation shall advance, or lend, any sum of money, for the use, or on account, of the Government of the United States, to an amount exceeding five hundred thousand dollars, or of any particular State, to an amount exceeding fifty thousand dollars; or of any foreign Prince or State, (unless previously authorized thereto by a law of the United States) all, and every person, and persons, by and with whose order, agreement, consent, approbation, and connivance, such unlawful advance, or loan, shall have been made, upon conviction thereof, shall forfeit and pay, for every such offence, treble the value or amount of the sum or sums which shall have been so unlawfully advanced, or lent, one fifth thereof to the use of the informer, and the residue thereof to the use of the United States.

SEC. 12. And be it further enacted, That the bills or notes of the said corporation, originally made payable, or which shall have become payable, on