United States Statutes at Large/Volume 3/14th Congress/2nd Session/Chapter 93
Chap. XCIII.—An Act to incorporate the subscribers to certain banks in the District of Columbia, and to prevent the circulation of the notes of unincorporated associations within the said district.
Farmers and Mechanics’ Bank of Georgetown incorporated.Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That, from and after the passage of this act, all those persons who shall hold any share of the joint stock, or funds, created in pursuance of certain articles of association, made and entered into on the first Monday in February, in the year eighteen hundred and fourteen, between sundry persons forming a company of limited partnership, under the name and style of the president and directors of the Farmers and Mechanics’ Bank of Georgetown, and their successors, being stockholders as aforesaid, shall be, and they are hereby, incorporated and made a body corporate and politic, by the name and style of the “Farmers and Mechanics’ Bank of Georgetown;” and as such shall continue until the first day of January, one thousand eight hundred and twenty-two, and by that name may sue and be sued, implead and be impleaded, answer and be answered, defend and be defended, in courts of record, and any other place whatsoever; and by that name may have and hold, purchase, receive, possess, enjoy, and retain, lands, rents, tenements, hereditaments, goods, chattels, and effects, of what nature, kind, or quality soever, and the same may sell, grant, demise, alien, and dispose of, and by that name, shall have, during the continuance of this act, succession, and may make, have, and use, a common seal, and the same may break, alter, and renew at pleasure; and shall have power to ordain, establish, and put in execution, such by-laws, ordinances, and regulations, as shall deem necessary and convenient for the government of said corporation, not being contrary to law, nor the constitution thereof; and generally to do and execute all acts necessary or proper for the objects of said incorporation; subject to the rules, regulations, restrictions, limitations, and provisions herein described and declared.
Capital.Sec. 2. And be it further enacted, That the capital stock of the said bank shall consist of five hundred thousand dollars, money of the United States, to be divided into shares of twenty-five dollars each.
To transact business in Georgetown.Sec. 3. And be it further enacted, That the said bank shall transact its business in Georgetown.
The president and directors.Sec. 4. And be it further enacted, That the affairs of the said bank shall be conducted by twelve directors and a president, whose place, if chosen from among their number, shall be supplied by that body. Six of the directors, with the president, shall form a board or quorum, for transacting all the business of the company; but the ordinary discounts may be done by the president and three directors. In case of his sickness, or necessary absence, his place may be supplied by any director whom he, by writing under his hand, may nominate for that purpose; or, in case of his not making such nomination, the board may appoint a president, to act during his absence. The president and directors who may be in office under the said articles of association, at the time of the passage of this act, shall continue in office under and by virtue of this act of incorporation, until others shall be duly chosen in their stead. No person shall be a director, or president, who is not a citizen of the United States, and a stockholder; and a director, ceasing to be a stockholder, shall cease to be a director, and no person, a director of another bank, shall be director of this bank. Every stockholder, being a citizen of the United States,Votes according to shares.
Proviso; this section may be altered by Congress. shall be entitled to vote, by himself, his agent or proxy, appointed under his hand and seal, at all elections in virtue of this act; and shall have as many votes as he shall have shares, as far as thirty shares; and from thirty to sixty, one vote for every two shares; and one vote for every five shares thereafter. No person, who is not a citizen of the United States, shall be entitled to vote in any election of this corporation; Provided, nevertheless, that this section may, at any time hereafter, be altered or amended by Congress, in such manner as they may see fit, so as to provide for an annual rotation of directors.
Annual election of directors.Sec. 5. And be it further enacted, That a general meeting of stockholders of the said bank shall be holden on the first Monday of July, in the year eighteen hundred and seventeen, and on the first Monday of July in every year thereafter, at such place as the president and directors shall 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.
Half yearly dividends.Sec. 12. And be it further enacted, That the dividends of the profits of the company, or so much of said profits as shall be deemed expedient and proper, shall be declared half yearly in the first week in July and January, in each year; the amount of said dividend shall, from time to time, be determined by the president and directors,Dividends not to impair capital stock. and shall in no case exceed the amount of the net profits actually acquired by the company, so that the capital stock of said company shall never be impaired by dividends.
Directors knowingly declaring dividends that impair the capital stock liable in their individual capacities.Sec. 13. And be it further enacted, That, if the said directors shall at any time, wilfully and knowingly make or declare any dividend which shall impair the said capital stock, all the directors present at the making or declaring of said dividend, and consenting thereto, shall be liable, in their individual capacities, to the company for the amount or proportion of said capital stock so divided by the said directors; and each director, who shall be present at the making or declaring of such dividend, shall be deemed to have consented thereto, unless he shall immediately enter, in writing, his dissent on the minutes of the proceedings of the board, and give notice thereof to the Secretary of the Treasury of the United States.
Restrictions on the bank as to buying, selling, trading, &c.Sec. 14. And be it further enacted, That the bank shall, in no case, buy and sell the funded debt of the United States, or of any state, or be owners of any ships of vessels, or directly or indirectly be concerned in trade, or the importation, exportation, purchase or sale of any goods, wares, or merchandise whatever, except bills of exchange, or bullion, and such ships, vessels, goods, wares, or merchandise, as shall be truly pledged to them by way of security, for debts due, owing, or growing due to the said bank,Proviso; as to the funded debt now held by the bank. or purchased by it to secure such debts: Provided, nevertheless, That the said bank may sell and dispose of either the whole or any part of the funded debt of the United States, which it now holds.
The bank not to purchase or hold lands, except for the convenient transaction of business, or by way of security, &c.Sec. 15. And be it further enacted, That the said bank shall not purchase or hold lands, tenements, or other real estate, other than what may be necessary for the convenient transaction of its business, unless such lands, tenements, and real estates, shall have been bonâ fide mortgaged to the bank by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of dealings, or purchased to secure debts contracted with, or due to, the bank; and in every instance in which the bank may become the owners or claimants of lands, tenements, or real estates, the president and directors are empowered to sell or dispose of the same, in such manner as they may deem beneficial for the said bank.
The directors to fill vacancies in that body.Sec. 16. And be it further enacted, That if any vacancies shall, at any time, happen among the directors, by death, resignation, or otherwise, the rest of the directors, for the time being, shall elect a director to fill the vacancy.
Number of stockholders who may call a general meeting.Sec. 17. And be it further enacted, That if any number of stockholders, not less than twenty, who shall be proprietors of not less than four thousand shares, may, for any purposes relative to the institution, at any time, apply to the president and directors to call a general meeting of the stockholders; and if by them refused, the said number of stockholders, proprietors of not less than the number of shares aforesaid, shall have power to call a general meeting of the stockholders, giving at least sixty days’ notice in two or more of the public newspapers of the district, specifying in such notice the object or objects of such call.
Corporation not dissolved by failure to choose directors on the day appointed, &c.Sec. 18. And be it further enacted, That in case it should at any time happen that an election of directors should not be made on any day when, pursuant to this act, it ought to have been made, the said corporation shall not for that cause be deemed to be dissolved, but it shall be lawful on any other day to hold and make an election of directors, at a meeting to be called in such manner as shall be prescribed by the laws and ordinances of said corporation.
The president and directors bound to exhibit a statement of debts, credits, and funds of the bank, to the Secretary of the Treasury, &c.Sec. 19. And be it further enacted, That it shall be the duty of the president and directors of the said bank to exhibit, on the first Monday in January, in each year, or oftener if required, a statement of the debts, credits, and funds of the bank, to the Secretary of the Treasury of the United States, whose duty it shall also be to state to Congress, immediately thereafter, his opinion as to the solidity of said bank, and the causes of danger, if any, arising from the improper management thereof.
Penalty in case of refusal by the bank to pay in lawful currency, &c.Sec. 20. And be it further enacted, That if the said bank shall at any time fail or refuse to pay, on demand, any bill, note or obligation issued by said bank, in lawful currency of the United States, if required, or shall neglect or refuse to pay on demand in like currency, if required, any moneys received by said bank on deposit, to the person or persons entitled to receive the same, then and in such case the holder of any such note, bill, or obligation, or the person or persons to demand and receive such deposit as aforesaid, shall respectively be entitled to receive and recover interest on the same at the rate of ten per centum per annum, from time of demand until the same be fully paid and satisfied. And further, It shall be lawful for Congress forthwith to revoke and declare this charter null and void.
President and directors to file a declaration accepting the charter, &c.Sec. 21. And be it further enacted, That unless the president and directors, for the time being, of the said bank, on the part of the stockholders, file their declaration in writing in the office of the Secretary of the Treasury, within thirty days from the time of passing this act, assenting to and accepting the charter granted by this act, upon the terms and conditions herein expressed, this act shall have no force or effect, and the charter hereby granted shall be void.
Capital limited to the amount of stock paid in on the first of Jan., 1819, &c.Sec. 22. And be it further enacted, That if the whole amount of the capital aforesaid of said bank, shall not have been paid in, on or before the first day of January, in the year one thousand eight hundred and nineteen, then the capital stock shall be limited to the sum which shall at that time be paid in, and the books of subscription be thenceforth closed immediately, after which it shall be the duty of the president and directors to certify to the Secretary of the Treasury the whole amount of the capital of said bank so paid in.
Central Bank of Georgetown and Washington incorporated.Sec. 23. And [be] it further enacted, That all those persons, their legal representatives and assigns, who have heretofore subscribed certain articles of association, and formed a company or limited partnership, under the name and style of the president and directors of the “Central Bank of Georgetown and Washington,” and their successors, shall be, and they are hereby incorporated with the like capital, and limitation thereof, and with the like number of directors, and time and manner of electing them, and a president, as is hereinbefore provided in relation to the Farmers and Mechanics’ Bank of Georgetown, and with only the difference herein specially provided and set forth, the said Central Bank of Georgetown and Washington, and the president and directors thereof, shall be subject to the rules, duties, regulations, conditions, and impositions, and be vested with the like rights, privileges, and immunities, as a body corporate, as appertain to the said Farmers and Mechanics’ Bank of Georgetown, and as if all the general provisions of this act were herein again repeated and enacted, with express reference to the said Central Bank of Georgetown and Washington.
Bank of Metropolis incorporated.Sec. 24. And be it further enacted, That all those persons, their legal representatives and assigns, who have heretofore subscribed certain articles of association, and formed a company, or limited partnership, under the name and style of the “President and Directors of the Bank of the Metropolis,” and their successors, shall be, and are hereby, incorporated, with the like capital and limitation thereof, with the like number of directors, and time and manner of electing them, and a president, as is hereinbefore provided in relation to the Farmers and Mechanics’ Bank of Georgetown, and with only the difference herein specially provided and set forth, The said Bank of the Metropolis, and the president and directors thereof, shall be subject to the like rules, duties, regulations, conditions and impositions, and be vested with the like rights, privileges and immunities, as a body corporate, as appertain to the Farmers and Mechanics’ Bank of Georgetown, and as if all the general provisions of this act were herein again repeated and enacted with express reference to the Bank of the Metropolis.
Patriotic Bank of Washington incorporated.Sec. 25. And be it further enacted, That all those persons, their legal representatives and assigned, who have heretofore subscribed certain articles of association, and formed a company or limited partnership, under the name and style of the “Patriotic Bank of Washington,” and their successors, shall be, and are hereby, incorporated, with the like capital and limitation thereof, the like number of directors, and time and manner of electing them, and a president, as hereinbefore provided in relation to the Farmers and Mechanics’ Bank of Georgetown, and with only the difference herein specially provided and set forth, the said Patriotic Bank of Washington, and the president and directors thereof, shall be subject to the rules, duties, regulations, conditions and impositions, and be vested with the like rights, privileges and immunities, as a body corporate, as appertain to the Farmers and Mechanics’ Bank of Georgetown, and as if all the general provisions of this act were herein again repeated and enacted, with express reference to the said Patriotic Bank of Washington.
Real Estate Bank of the United States incorporated.Sec. 26. And be it further enacted, That all those persons, their legal representatives and assigns, who have heretofore subscribed certain articles of association, and formed a company or limited partnership, under the name and style of the “President and directors of the Real Estate Bank of the United States,” and their successors, shall be, and are hereby, incorporated under the name and style of the “Franklin Bank of Alexandria,” with the like capital and limitation thereof, with the like number of directors, and time and manner of electing them, and a president, as is hereinbefore provided in relation to the Farmers and Mechanics’ Bank of Georgetown; and with only the difference herein specially provided and set forth, the said Franklin Bank of Alexandria, and president and directors thereof, shall be subject to the like rules, duties, regulations, conditions and impositions, and be vested with the like rights, privileges, and immunities, as a body corporate, as appertain to the Farmers and Mechanics’ Bank of Georgetown, and as if all the general provisions of this act were herein again repeated and enacted with express reference to the said Franklin Bank of Alexandria.
Union Bank of Alexandria incorporated.Sec. 27. And be it further enacted, That all those persons, their legal representatives and assigns, who have heretofore subscribed certain articles of association, and formed a company or limited partnership, under the name and style of the “Union Bank of Alexandria,” and their successors, shall be, and are hereby, incorporated, with the like capital and limitation thereof, the like number of directors, and time and manner of electing them, and a president, as is hereinbefore provided in relation to the Farmers and Mechanics’ Bank of Georgetown; and with only the difference herein specially provided and set forth, the said Union bank of Alexandria, and the president and directors thereof, shall be subject to the duties, rules, regulations, conditions and imposition, and be vested with the like rights, privileges, and immunities, as a body corporate, as appertain to the Farmers and Mechanics’ Bank of Georgetown, and as if all the general provisions of this act were herein again repeated and enacted, with express reference to the said Union Bank of Alexandria.
Sec. 28. And be it further enacted, That nothing in this act contained, Nothing in this act to exonerate the members of the associations incorporated, &c. from liability to creditors under existing contracts.shall be construed to exonerate or discharge any member of any of the aforesaid associations, or the funds thereof, from any liability to creditors under any existing contract, or on account of any note, bill, or obligation issued or in existence when this act shall take effect, but such liability shall remain in relation to all such notes, bills, obligations, or contracts, as if this act had not been passed.
Sec. 29. And be it further enacted, That from and after the fourth day of April next, it shall not be lawful for any unchartered banking company, or any association,Unchartered banking companies prohibited after the 4th of April, 1817. partnership, or company of individuals, within the District of Columbia, to discount any notes, or other securities, for the payment of money, or to issue notes or bills, whether payable to the order or bearer, or any other securities, promises or orders, for the payment of money or stock; and every member, officer, or agent, of any such company, or associate or partner of any such association or partnership, shall be held to be guilty of a misdemeanor, and for every such offence, upon conviction thereof, may be fined in a sum not less than one hundred dollars, nor more than five hundred dollars.
Penalty for signing, &c., notes of unchartered banking companies.Sec. 30. And be it further enacted, That whoever, as president, cashier, or agent, of any such company, or as associate or partner of any such association or partnership, shall, after the said fourth day of April next, sign, countersign, or endorse, any such note, bill, or security, contrary to the provisions of this act, shall, in addition to the aforesaid penalties, be held to be guilty of a high misdemeanor, and may be imprisoned for a period not less than three, nor more than twelve, months, at the discretion of a jury.
Drafts, bills, &c., discounted contrary to this act declared utterly void.Sec. 31. And be it further enacted, That all drafts, bills, or other securities, for the payment of money, discounted contrary to the provisions of this act, whether the same be payable to any such company, association or partnership, or to any person, as agent or trustee for such company, association or partnership, or for the benefit thereof, and all contracts, bonds, deeds, penal or single bills, or other instrument, given to reimburse or indemnify any person for any payment or responsibility incurred by such person for any debt contracted by any dealing, contrary to the true intent and meaning of this act, shall be, and the same are hereby declared to be utterly voice to all intents and purposes.
Penalty for issuing prohibited bills or notes after the 4th day of April, 1817.Sec. 32. And be it further enacted, That if any person, as president, cashier, teller, or other officer, or agent of any such banking company, or as associate or partner in any such association, or partnership, shall, from and after the said fourth day of April next, issue or pass into circulation any such note, bill, draft, or other security, hereby prohibited to be issued, together with every person assenting thereto, shall be deemed and taken to have incurred the penalties of this act, notwithstanding the note, bill, or other security, so issued, may have been signed, countersigned, and endorsed, before the commencement of this act.
Approved, March 3, 1817.