Directors to be appointed.Sec. 5. And be it further enacted, That for the well ordering the affairs of the said corporation, there shall be fifteen directors, eight of which directors at least shall be practical mechanics, and not less than ten of said directors shall be resident in the town of Alexandria, of whom there shall be an election on the first Monday after the subscription shall be closed, and on the second Monday of March, in each year thereafter, by the stockholders or proprietors of the capital stock of the said corporation, and by a plurality of votes actually given:Proviso. Provided however, that the eight mechanics shall first be declared elected, although they should not have the greatest number of votes; and those who shall be duly chosen at any election, shall be capable of serving as directors by virtue of such choice until the end or expiration of the second Monday in March next ensuing the time of such election, and until others shall be chosen. And the said directors, at their first meeting after each election, shall choose one of their number as president; no person, a director of another bank, or the partner in trade of a director of another bank, shall be a director in this bank:Proviso. Provided, that in case it should at any time happen, that an election of directors should not be made upon any day when, pursuant to this act, it ought to have been made, the corporation shall not for that cause be deemed to be dissolved; but it shall be lawful on any other day within thirty days thereafter, to hold and make an election of directors in such manner as shall have been regulated by the laws and ordinances of said corporation.
Directors to have no emolument but what is given by stockholders.Sec. 6. And be it further enacted, That no director shall be entitled to any emolument, unless the same shall have been allowed by the stockholders at a general meeting; but the directors shall make such compensation to the president for his extraordinary services and attendance at the bank as shall appear to them reasonable.
Board of directors may make by-laws.Sec. 7. And be it further enacted, That the board of directors by a majority of votes shall make by-laws, determine the manner of doing business, and the rules and forms to be pursued, and dispose of the money and credit of the bank in such manner as shall seem to them best calculated to promote the interest of the stockholders.
Majority of whole number of directors necessary to a choice of president, &c. &c.Sec. 8. And be it further enacted, That a majority of the whole number of directors shall be necessary in the choice of a president, cashier, and other officers of the bank; but four members, with the president, may constitute a board for transacting the ordinary business of the bank.
Limitation of discounts to the directors.Sec. 9. And be it further enacted, That neither the president, nor any director shall be entitled to receive, on accommodation paper, discounts or loans, exceeding in the whole, five thousand dollars, renewable, however, from time to time, at the discretion of the president and directors.
President and directors may appoint the necessary officers.Sec. 10. And be it further enacted, That the president and directors for the time being, shall have power to appoint such officers and servants under them as may be necessary for executing the business of the said corporation, and to allow them such compensation for their services, respectively, as shall seem 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 described, fixed and determined by the laws, regulations and ordinances of the same.
Punishment of the directors, &c. &c. for frauds.Sec. 11. And be it further enacted, That any director, officer, or other person, holding any share or capital of the said bank stock, who shall commit any fraud or embezzlement, touching the money or property of said bank, shall be liable to be prosecuted in the name of the United States, by indictment for the same, in any court of law for the district or county wherein the offence shall be committed; and upon conviction thereof, shall, besides the remedy that may be had by action, in the name of the Mechanics’ Bank of Alexandria, for the fraud aforesaid, forfeit to the company all his share and stock in the said bank.
