Votes regulated.Sec. 12. And be it further enacted, That every stockholder, being a citizen of the United States, shall be entitled to vote at all elections to be holden by the stockholders, in pursuance of this act, and shall have as many votes, in proportion to the stock he may hold, as follows: for one share, one vote; three shares, two votes; five shares, three votes; above five shares, and not exceeding fifty, for each five shares above five shares, one vote; and upwards of fifty shares, for each ten shares, one vote. No share or shares shall confer a right of suffrage which shall not have been regularly transferred on the books of the corporation two months previous to the election;Regulations relative to suffrage, &c. and it shall be the duty of the cashier to make out a list of the stockholders, thirty days previous to an election, for their inspection. And, in choice of directors, every stockholder shall vote in person, except those who shall reside out of the town of Alexandria, who may vote either in person or by a written ballot, by him or her subscribed with his or her name, and duly acknowledged before a judge of a court, a justice of peace, or a notary public, a certificate whereof shall be made on said ballot by the said judge, justice of the peace, or notary public, before whom such acknowledgment shall be made; and said ballot shall be by him sealed up, and in his handwriting addressed to the cashier of the bank, and being transmitted to said cashier, before the time of the election of directors, said ballot shall be received and counted in the choice of directors. And every stockholder may sell and transfer his stock in the said bank, or any part thereof, at his pleasure, not being less than one complete share or shares; the transfer being made in the bank books, in the presence, and with the approbation of the proprietor or his lawful attorney.
Stockholders not to be answerable for losses, &c.
Exceptions with respect to directors.Sec. 13. And be it further enacted, That no stockholder or member of said corporation shall be answerable for any losses, deficiencies, or failure of the capital stock of the said bank, for any more, or larger sum or sums of money whatsoever, than the amount of stock, stocks, or shares, which shall appear by the books of said corporation, to belong to him at the time or times when such loss or losses shall be sustained, except as is hereafter excepted, that is to say: If the total amount of debts which said company shall at any time owe, whether by bond, note, bill or other contract, shall exceed twice the amount of the capital stock of the said bank, over and above the monies actually deposited in the bank for safe keeping; then, in case of such excess, the directors under whose administration it shall happen, shall be liable for such excess in their natural and private capacities; and an action or actions of debt may be brought against them, or any of their heirs, executors or administrators, in any court of record within the United States, by any creditor or creditors of said corporation; and may be prosecuted to judgment and execution, any condition, or covenant or agreement, to the contrary notwithstanding; but this shall not be construed to exempt the said body politic, or lands, tenements, goods, and chattels of the same from being also liable for, and chargeable with said excess:Absent directors may exonerate themselves.
Stockholders eventually liable. Provided, that such of the said directors who may have been absent when 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 stockholders, at a general meeting which he or they shall have power to call for that purpose. And in case the directors, by whose act such excess shall be occassioned, shall not have property to pay the amount of such excess, then each and every stockholder shall be liable in their private capacities, for their deficiencies, in proportion to their respective shares in the said bank.
President or director must be a citizen.Sec. 14. And be it further enacted, That none but a stockholder, being a citizen of the United States, shall be eligible as a president or director.
