or they shall not be liable, under this section, if he or they shall, within ten days from the creation of such excess, or discovery thereof, make affidavit of their absence or dissent, and file the same for record with the recording officer, of the city or county; and shall, moreover, within ten days, give notice thereof in one of the public newspapers printed in this State, and transmit a copy thereof to the Governor of this State, for the time being, and shall, in said notice, call a meeting of the shareholders, which they are hereby authorized to do.

1850.

Charter forfeited if they fail

notes in specie.

SEC. 5. Said Bank shall not, at any time, suspend, fail or refuse payment, in gold or silver, of any of its notes, to redeem their bills, or other obligations, due and payable, or any moneys on deposit; and in such case, the officers in the usual banking house at the office of discount and deposit where the same shall be payable, shall refuse or unreasonably delay payment, in gold or silver, of the amount of any note there demandable, and presented for payment, or the payment of any money previously deposited at such office, and then due and demandable by any person or persons entitled to receive payment of the same, said Bank shall be liable to pay damages at the rate of six per cent. per annum on the amount thereof, from the time of such failure, refusal or delay, until payment thereof; and for such failure or refusal, or for any violation of this charter, the same may be forfeited; and a scire facias may be sued out in the name of the Commonwealth, by the Attorney General, by order of the Governor, for the time being; and such proceedings may be had as to declare such forfeiture by the judgment of a court; and from and after the judgment of forfeiture, said corporation shall cease to exercise any of the powers and privileges hereby granted: Provided, said forfeiture shall not be construed to prevent said Bank from suing and being sued, and continuing its operations for the purpose of closing its concerns, nor from making any contracts that may be convenient and proper for that purpose.

SEC. 6. The real and personal estate, business, property, funds, and prudential concerns of said Bank, and the administration of its affairs, shall be under the direction, management and control of seven Directors, chosen as hereinafter directed. They shall be stockholders, and, after the first election, shall have been stockholders at least three months previous to their election; they shall be residents of this State, and citizens of the United States; and, after the first election, they shall be elected annually on the first Monday in May. Each Director shall be a stockholder in his own right; they shall hold their offices for one year, and until their successors shall be chosen. The Directors shall be chosen by the shareholders, who shall meet at the annual elections in the city of Frankfort, at such time and place as the Directors, for the time being,

Sci. fa. may be sued out.

when to be chosen, and their

The Directors,

qualifications.

1850.

conducted:

shall direct; and notice of the time and place of holding the annual elections shall be published in at least two authorized newspapers thirty days next preceding the elecElection, how tion. The election shall be by plurality of votes, to be counted and read in public after all the votes are taken; the election shall be conducted under the direction of three shareholders, acting under oath, and previously chosen by the Directory, and not of their own body. No person, who is a Director or officer of another Bank, shall be eligible as a Director of this Bank; and any Director, becoming a Director or officer in another Bank, or while under protest in this Bank for the non-payment of debts, shall be held to have vacated the office of Director of this Bank; nor shall two partners in trade be eligible as Directors in this Bank, at one and the same time; and if the President, Cashier, or A protest to any Director, shall fail or become insolvent after his election or appointment, he shall become incapable to serve as an officer in this Bank, and shall be held to have vacated his office or place, nor shall he be appointed to serve in this Bank until his debts are paid, until he obtains a full discharge from the same. If, from any cause, an election shall not take place on the day fixed by this charter, the corporation, for that cause, shall not be dissolved, but the stockholders may hold an election on any other day the bylaws shall direct.

disqualify an of. ficer.

on stock.

SEC. 7. At all meetings of the stockholders, and at all Number of votes elections under this charter, each and every shareholder, whether individuals, companies, or corporations, shall be entitled to one vote for each share held in their own right, up to fifty shares; and for every five shares over fifty, up to one hundred, one vote, and for every twenty shares over one hundred, one vote. After the first election, no share shall entitle the holder to a vote, unless the same has been held by the person claiming to vote on the same at least three months prior to that time, and so appear on the books of the May be voted Bank. Any stockholder entitled to vote, may do so in person or by proxy, such proxy being granted to a stockholder who is not the President or a Director, the Clerk, Cashier, or Teller of the Bank; and any stockholder who is not a citizen or resident of the United States, shall not be entitled to vote on his stock.

on by proxy.

elect President.

SEC. 8. The Directors chosen for the principal Bank, unDirectors to der the provisions of this charter, shall, as soon as may be, after the first and every annual election or other election of Directors, elect a President from their own body, who shall preside at the Board until the next election; and in case of the death, absence, or resignation, or vacation of the office of President, the residue of the Directors shall choose a President pro tempore; they shall fill all vacancies which may occur in their own body during the time for which they were chosen, and appoint a Cashier, Clerks, Agents

officere.

And other

or Servants of the principal Bank, fix their compensation, define their powers, and prescribe their duties; and shall require of them such bonds, and in such penalties, as they may deem right; which bonds shall be laid monthly before the Directory, and entry made thereof on recond; and the Directory may, from time to time, require such additional bonds and sureties, with such penalties and conditions, as, in their opinion, will secure the Bank from loss or damage; and all such officers shall hold their places during the pleasure of the President and Directors.

1850.

SEC. 9. The President and Directors of the principal laws, &c. Bank (any four of whom shall form a quorum for the transaction of business) may, from time to time, make such bylaws, rules and regulations, for their own government, and for the management and disposition of the property, estate, funds and business of the Bank, and all matters appertaining thereto, which they may deem expedient, not contrary to the provisions of this charter, or the by-laws, rules and regulations, which the stockholders, at their annual or other meetings, may, from time to time, prescribe: Provided, however, that a concurrence of a majority of all the Directors shall be necessary in the adoption of any of the by-laws of the institution.

Sec. 10. The President and Directors shall hold stated meetings at least once a week, on such days and at such hour of the day as they may, from time to time, appoint, and at such other times as they may agree on; and they shall attend called meetings at any time the President shall direct; and all questions before the Board shall be decided viva voce; and, on the request of any two members, the yeas and nays on any proposition submitted, shall be entered or recorded on the journal of their proceedings; and no vote shall be re-considered when a less number are present than when the vote was given.

Stated meet. ings of directors

Location of Branches.

Capital of bank and branches

SEC. 11. The President and Directors of the principal Bank shall establish seven Branches, viz: one at Covington, in the county of Kenton; one at Maysville, in the county of Mason; one at Princeton, in the county of Caldwell; one at Henderson, in the county of Henderson; one at Mountsterling, in the county of Montgomery; one at Bardstown, in the county of Nelson; and one at Somerset, in the county of Pulaski. The amount of capital which shall be employed at the principal Bank shall be three hundred thousand dollars; at Covington, six hundred thou- fixed. sand dollars; at Maysville, four hundred thousand dollars; at Princeton, three hundred thousand dollars; at Henderson, two hundred and fifty thousand dollars; at Mountsterling, two hundred thousand dollars; at Bardstown, one hundred and fifty thousand dollars; and at Somerset, one hundred thousand dollars: Provided, that when the Bank goes into operation, if with less than the whole stock taken,

1850.

Stock sub

scribed at other places to be rate

ably distributed.

Directors

appointed.

to

of

Principal b'nk prescribe

rules for branch

or whole amount paid in, the capital stock, at any one of the points where such principal Bank or Branch may be located, shall be applied to said Bank or Branch at such point: And provided further, that stock taken at other points shall be rateably divided among them, until the amount allowed herein to either be supplied; and if either one or more be supplied, then the stock subscribed elsewhere to be rateably divided until all are supplied; and no Branch shall be put into operation unless the stock taken at the point, or assigned to them, shall be equal to their proportionable amount of the stock necessary to be subscribed, and the amount of money paid in, necessary to put said Bank into operation.

SEC. 12. There shall be seven Directors for each of the President and Branches, to be chosen at the same time and manner of branches, how the Directors of the principal Bank, and to possess the same qualifications, one of whom shall be appointed President by the Directors of principal Bank. The Directors of the principal Bank shall prescribe such rules and regulatons for the government of the Branches, as they may deem right, and shall have power to enforce the same. The President and Directors of the principal Bank shall have power to fill any vacancy in the Directory of the Branches.

es.

Cashier & Cl'k

SEC. 13. The Directors of the principal Bank shall aphow appointed point a Cashier of the principal Bank, and a Cashier for each of the Branches. The President and Directors of each of the Branches shall appoint a Clerk, and such other officers as the President and Directors of the principal Bank shall direct. Not less than a majority of the Directors of the Branches, including the President, shall form a quorum for the transaction of business.

fund.

Dividend when to be declared.

SEC. 14. No dividend of the profits of said Bank shall be Contingent declared until there shall be a surplus of ten thousand dollars for each million of dollars of the capital stock actually paid in; and the surplus, or contingent fund, so raised, shall never be reduced below that ratio on all stock paid for; and it shall be the duty of the President and Directors of the principal Bank, on the first Monday in January and July of each year, to declare a dividend of the profits over and above the contingent fund aforesaid, among the stockholders, payable to them on demand; of which dividend, and the time and place of payment, notice shall be given. And if, at any time, said President and Directors shall detingent fund not clare a dividend lessening the capital stock, or lessening the contingent fund aforesaid, or, by any mismanagement or neglect of duty, shall cause any loss or deficiency of or in the capital stock of said Bank, the Directors consenting thereto, or guilty of such mismanagement or neglect of duty, shall be jointly and severally liable to the stockholders, or any creditor of said Bank, who may be injured thereby; and the President and each Director shall be deemed guilty

Capital or con

to be lessened.

of such mismanagement or neglect, or to have consented. to such dividend, unless he forthwith give notice of his dissent thereto, or his absence from the institution, in like manner as provided in the fourth section of this charter, and call a meeting of the stockholders, as herein provided.

1850.

Tax or bonus on the stock.

Tole set apart for education.

SEC. 15. It shall be the duty of the Cashier of the principal Bank, on the first day of July, 1851, and on the first day of July in each succeeding year, during the continuance of this charter, to pay to the Treasury of this Commonwealth, fifty cents on each hundred dollars of stock held and paid for in said Bank, which shall be in full of all tax or bonus: Provided, that no tax shall be paid until said Bank goes into operation: And, provided further, that the tax or bonus hereby proposed to be imposed on each share of stock in this Bank, or such as shall hereafter be imposed on each share, is hereby set apart and forever dedicated to the cause of education on the common school system; and whenever the same, or any part thereof, shall be diverted otherwise, by Legislative enactment, said Bank shall then be exonerated from the payment of any tax or bonus whatever. SEC. 16. The Board of Directors of the principal Bank The Presidents' shall allow to the President thereof, and to the Presidents of the Branches, such reasonable compensation for their services as they may, from time to time, deem just; but no compensation shall be allowed to any Director of the principal Bank, or any of the Branches, unless the same be voted by the stockholders at some regular meeting.

compensation.

Cashier's accounts to be ex

ly.

SEC. 17. It shall be the duty of the President and Directors of the principal Bank, and they are hereby required, amined quarteras often as once in three months, to cause a strict examination to be made of the accounts of the Cashier, and a full and complete statement to be made and entered on the journal of the proceedings of the Board; and they shall cause the President and Directors of the several Branches to make a like examination and statement of the accounts of the Cashiers once every three months, to be made and entered on the journals of their proceedings.

SEC. 18. That it shall not be lawful for the Cashier, Clerk, Teller, or other subordinate officer of the principal Bank, or any of the Branches, either directly or indirectly, to engage in, or carry on, any other business than that of said Bank, without the special license of the President and Directors of the principal Bank; nor shall any of them, either directly or indirectly, become indebted to said Bank, either as borrower, endorser, surety, or otherwise.

Cashier, &c., not to engage in

other business or to the Bank.

become indebted

Punishment of officers defraud

SEC. 19. If the Cashier, Clerk, Teller, Agent, or other officer of the principal Bank, or any of the Branches, shall, ing the Bank. without the authority of the President and Directors of the Bank or Branch, as the case may be, appropriate any of the funds of said corporation to his own use, or to that of any other person, or shall wilfully fail to make correct