appoint, by giving four weeks’ notice in two or more of the newspapers of the district, for the purpose of electing directors for the ensuing year, who shall meet on the day succeeding their election, and shall immediately proceed to choose a president; and the president and directors, for the time being, shall continue in office until others shall be duly elected in their places, and be organized, by the assembling of a quorum, and the choice of a president. At all elections, the persons having the greatest number of votes shall be deemed to be chosen. All elections shall be held under the superintendence of the president of the bank, for the time being, and four stockholders, not being at the time directors, appointed by the board of directors, any three of whom shall be the judges thereof. They shall immediately thereafter notify the persons elected, to meet the ensuing day at the bank, and shall make a return of persons elected, at their first meeting. Should two or more persons have the same number of votes, the other individuals, elected directors, shall determine by ballot, from among said persons, who shall be the director or directors. All elections shall be opened at ten o’clock in the forenoon, and close at three in the afternoon.
Powers of the president and directors.Sec. 6. And be it further enacted, That the president and directors shall have full power to make, revise, alter, and annul, all such rules, orders, by-laws, and regulations, for the government of said corporation, and that of its officers, servants, and affairs, as they shall from time to time think expedient; and to use, employ, and dispose of, the capital stock, funds, and property, of said bank, for the interest and benefit of the stockholders, subject only to the restrictions herein contained; but the said bank shall not take for discounting,Six per cent. per annum for discounts. any bill or note, more than at the rate of six per centum per annum, upon the amount due by such bill or note.
Effect of bank notes, &c.Sec. 7. And be it further enacted, That all promissory notes, bills of exchange, drafts, checks and receipts, for the payment of money, made on behalf of said bank, signed by the president, and countersigned and attested by the cashier, shall be obligatory on the said body corporate, and shall possess the like qualities as to negotiability, and the holders thereof shall have the like actions thereupon, as if such promissory notes, bills of exchange, drafts, checks, or receipts, had been made by, or on behalf of, a natural person.
Books, &c. subject to inspection of directors.Sec. 8. And be it further enacted, That the books, papers, correspondence, and funds, of the bank shall, at all times, be subject to the inspection of the directors.
Cashier and other officers, of the banks, &c.
No compensation to a director, except, &c.Sec. 9. And be it further enacted, That the president and directors shall have power to appoint a cashier, and all other officers and servants, for executing the business of said bank, and to establish the compensation to be made to the president, and all other officers of servants of the said bank, respectively, but no compensation shall be given to a director for his services, except by a vote of the stockholders in a general meeting.
The president and directors empowered to call general meetings of stockholders.Sec. 10. And be it further enacted, That the president and directors shall have power to call a general meeting of the stockholders, for purposes concerning the interest of the bank, giving at least six weeks’ notice in one or more of the newspapers of the district, specifying in such notice the object or objects of such meeting.
Shares transferable.Sec. 11. And be it further enacted, That the shares of the capital stock at any time owned by an individual stockholder, shall be transferable only on the books of the bank, according to such rules as may, conformably to law, be established in that behalf by the president and directors; but all debts actually dueDebts of stockholders to be paid before transfer of stock. and payable to the bank (days of grace for payment being passed) by a stockholder requesting a transfer, must be satisfied before such transfer shall be made, until the president and directors shall direct to the contrary.
