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1803.

When the opera tions of the bank

shall commence.

Directors to ap.

for the city of Richmond, a list of the several subscribers at such places respectively, and of the share or shares to each and every subscriber belonging, together with the full amount of subscription money by the commissioners respectively received as aforesaid; for which amount the receipt in writing of the said commissioners, appointed in and for the city of Richmond, or of a majority of them, shall be a sufficient acquittance and discharge to the persons respectively paying the same. And as soon as the sum of three hundred thousand dollars in the manner aforesaid shall be actually received on account of the subscription to the said capital stock of the said bank, notice thereof shall be given by the commissioners appointed in and for the city of Richmond, or a majority of them, in at least two public gazettes, printed in the said city of Richmond; and the same persons shall at the same time, notify a time and place within the said city, at the distance of twenty days from the time of such notification, for proceeding to the choice of directors; and it shall be lawful for such election to be then and there made; and the fourteen persons who shail then and there be chosen, together with the treasurer for the time being, shall be the first directors, and shail be capable of serving until the first Monday in January thereafter, by virtue of such choice, or until their successors shall be duly elected; and the said directors shall forthwith thereafter commence the operations of the said bank at the city of Richmond.

7. And be it further enacted, That the directors for the time point officers, &o 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 respectively, as shall be reasonable; and shall be capable of exercising all such powers and authorities for the well governing of the affairs of the said corporation, as shall be prescribed by the laws, or dinances and regulations of the same.

Constitution of the banks

8. 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. 1. The number of votes to which each stockholder, except the state, shall be entitled, shall be according to the number of shares he shall hold, in the proportion following, that is to say, for one share and not more than two shares, one vote for each share; 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, except the state, shall be entitled in his or their own right, or as proxy, to a greater number than thirty votes: and after the first election, no share or shares shall confer a right of suffrage, which shall not have been holden two calendar months previous to the day of election. All stockholders may vote in elections, or on any other question touching the bank, by proxy; provided, the proxy be derived directly from such stockholder, and voted on by a person being a citizen of the state. 2. Not more than nine of the directors elect ed by the stockholders and actually in office, exclusive of the presi dent, shall be eligible for the next succeeding year; but the director who shall be president at the time of an election may always be re-elected. 3. None but a stockholder being a citizen of the stato

of Virginia, except the treasurer, shall be eligible as a director. No director of any other bank, shall at the same time, be a director of this bank; nor shall the governor, any member of the executive council, auditor, register, attorney general, judges of the superior courts, or any person holding and exercising any office of trust or profit under the United States, be a director of this bank. 4. No director shall be entitled to any emolument, unless the same shall have been allowed by the stockholders at a general meeting. The stockholders shall make such compensation to the president for his extraordinary services at the bank, as shall appear to them reasonable. 5. Not less than nine 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 writ ing shall nominate for that purpose. 6. A number of stockholders not less than sixty, who, together shall be proprietors of three hundred shares or upwards, shall have power at any time to call a general meeting of the stockholders for the purposes relative to the institution, giving at least six weeks notice in two public gazettes of the place where the bank is kept, and specifying in such notice, the object or objects of such meeting. 7. Every cashier or treasur er, before he enters on the duties of his office, shall be required to give bond with two or more securities, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with condition for his good behaviour. 8. The lands, tenements and heredita

ments, 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 notes emitted or thrown into circulation by the said corporation, together with their debts of every description, shall not at any time exceed the sum of four millions five hundred thousand dollars, over and above the monies then actually deposited in the bank for safe keeping: unless the contracting of any greater debt, shall have been previously authorised by a law of the state. In case of excess, the directors under whose administration it shall happen, shall be liable for the same in their natural private capacities, and an action of debt may, in such case, be brought against them or any of them, or their heirs, executors or administrators, in any court of record, 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 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 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 governor of the state, and to the stockholders at a general meeting, which they shall have power to eall for that purpose. 10. The said corporation shall not be at liber

K

1803.

1803.

ty to purchase any public stock whatever, except their own bank stock; Provided, the number of shares they purchase in again shall be sold out at par or above it as the market price may be, whenever opportunity offers to do so with convenience; and provided the number of shares so purchased in shall not exceed at any one time one thousand shares; nor shall this corporation directly or indirectly deal in, 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 in goods which shall be the produce of its lands; neither shall the said corporation take more than at the rate of half per centum for thirty days, for or on account of its loans or discounts. 11. No loan shall be made by the said corporation to any government or state, to any amount whatsoever, unless previously authorised by a law of this state. 12. The stock of the said corporation shall be assignable and transferable, according to such rules and regulations as shall be prescribed by the laws and ordinances of the same. 13. 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 of his, her or their assignee or assignees, so as absolutely to transfer and vest the property in each and every assignee or assignees, successively; 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, 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 the bearer, though 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 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 the like manner and with the like effect as foreign bills of exchange now are; and those which are payable to the bearer, shall be negotiable and assignable by delivery only; and all notes or bills at any time discounted by the said corporation, shall be, and they are hereby placed on the same footing as foreign bills of exchange; so that the like remedy may be had for the recovery thereof against the drawer or drawers, endorser or endorsers, and with the like effect, except so far as relates to damages; any law, custom or usage to the contrary notwithstanding. 14. 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 year at a meeting to be held for the choice of directors, those of the preceding year shall lay before the stockholders for their information, an exact and particular statement of the general accounts, and state of the corporation; of the debts which shall have remained unpaid after the expiration of the term of credit, for a period of treble the term of that credit and of the surplus of profit, 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 forfeit the first payments made to the bank, with any dividend which may have ac

15. The

crued prior to the time of making the second, third or fourth pay-
ment, as the case may be, during the delay of the same.
directors aforesaid shall establish offices at Norfolk, Fredericksburg
and Petersburg, for the purposes of discount and deposit only, when
the one half of the capital stock of the bank shall be paid in, 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 mak-
ing the said discounts to the directors of the several places alcresaid,
under such agreements, and subject to such regulations as shall be
deemed proper; not being contrary to law, or to the constitution of
the bank. 16. The legislature shall be furnished annually, if they
require it, with statements of the amount of the capital stock of the
said corporation, and of the debts due to the same; of the monies
deposited therein; of the notes in circulation, and of the cash 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, or any body politic
or corporate with the bank. 17. The directors shall keep fair and
regular entries, in a book to be provided for that purpose, of their
proceedings-and on any question, where two directors shall require
it, the yeas and nays of the directors voting, shall be duly inserted
on their minutes, and those minutes be at all times, on demand, pro-
duced to the stockholders when at a general meeting, or to the legis-
lature, or any committee thereof, who shall be authorised thereby to
require the same. 18. No president or cashier of this bank shall be
directly or indirectly concerned in the purchase or sale of any of the
public stock or funds, under the penalty of ten thousand dollars, to
be forfeited, one half thereof to the use of the state, and the other
half to the use of the informer, nor shall the cashier be allowed to
carry on any other business than that of the bank, under the penalty
of five thousand dollars. 19. A fair and correct list of the stock-
holders shall be hung up at least one month before any election of
directors, in the common hall of the said bank, to the end that pub-
lic information may be given to the parties of their co-proprietors
and stockholders.

9. 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, merchandizes or commodities whatsoever, contrary to the provisions of this act, all and every person or persons, who shall have given any order or direction for so, dealing and trading, and all and every person or persons who shal have been concerned as parties or agents therein, shall forfeit and lose treble the value of the goods, wares, merchandizes 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 state, to be recovered with costs of suit.

1803.

10. And be it further enacted, That the bills or notes of the said Notes shall be corporation originally made payable, or which shall have become receivable by the treasurerand payable on demand in gold or silver coin, shall be receivable in all public money lvpayments to the state of Virginia; and the public monies of the state, ingi inactive shall shall be constantly deposited in the bank of Virginia, whenever lying be deposited in

inactive.

the bank.

the stue to be

11. And be it further enacted, That within the term of one month Subscriptions of after information given by the proper commissioners, at the city of loaned by bank.

1803.

How the loan

Richmond, that a sufficient number of shares have been subscribed for, to commence the operations of the bank, the executive shall on behalf and for the use of this state, make, or cause to be made, a subscription to the capital stock of the said bank, to the amount of three hundred thousand dollars, which said sum of three hundred thousand dollars, shall be loaned to the state by the said bank of Virgi– nia, at the rate of interest not exceeding four per centum per an

num.

12. And be it further enacted, That the said sum of money hereshall be repaid. in before directed to be borrowed of the bank, shall be payable and paid in ten cqual annual instalments, the first whereof shall be on the first day of January, one thousand eight hundred and five, or in apy greater sum or sums of money, or shorter period or periods, at the pleasure of the commonwealth, and interest shall cease to be chargeable on the amount of each and every payment from the time of making the same respectively; and all the money arising from the tax on merchants' licences, shall be and is hereby exclusively appropriated to and for the payment of the said loans, and the interest thereupon, respectively accruing, according to the instalments aforesaid, and the dividend to which the commonwealth shall be entitled; and if the monies so appropriated shall not be adequate to the payment of the said loans, and the interest thereon, respectively, then as many of the shares in the said bank, belonging to this state as may be necessary to supply the deficiency, shall be sold and appli

No note to issue

ed to and for that

purpose.

13. And be it further enacted, That the said president and direcfor less than five tors shall not in any case issue any note for a smaller sum than five

dollars.

dollars.

Nor negotiable 14. And be it further enacted, That no note shall be negotiable at sed in said note. the bank, unless it be so expressed on the face of said note.

unless so expres

shares are taken.

House to be pro15. And be it further enacted, That the commissioners appointed cured after a suf by this act for the receiving subscriptions in the city of Richmond, ficient number of shall immediately after a sufficient number of shares are taken, provide a house for the carrying on the business of the bank, together with all necessary paper, stationary, vaults and utensils, suitable to the same, so that as soon as the directors are chosen, the operations of the bank may be immediately and without loss of time prosecuted and carried into effect.

CHAP. XL.

An Act to amend and explain an act, entituled an act prescribing the mode of ascertaining the taxable property within this commonwealth*

1. Pay of the commissioners of the

revenue.

B

[Passed January 31, 1804.]

E it enacted by the General Assembly, That it shall not be lawful for any county or corporation court, to certify in favor of any commissioner of the revenue, a greater number, than eighty two days for his services as commissioner, nor shall the auditor of public accounts grant a warrant to any commissioner for a greater sum than eighty two dollars, for his services as commissioner. If at any time the said commissioner shall be unable from

See Revised Code, vol. 1, ch. 83, pa. 128-Sess. acts of 1794, ch. 21, pa. 15Also Rev. Code, vol. 1, ch. 185, pa. 342-ch. 245, pa. 388.

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