Company of the Bank of Alexandria, by an act of the legislature of the commonwealth of Virginia, passed in the year seventeen hundred and ninety-two, entituled “An act for establishing a bank in the town of Alexandria;” the capital stock of which said bank hath been increased to five hundred thousand dollars; and which said corporation was, by an act of the said commonwealth, passed in the year eighteen hundred and one, continued until the fourth day of March, eighteen hundred and eleven, be,Corporation of Alexandria bank continued. and the said corporation shall, by the name and style aforesaid, be further continued from the fourth day of March next, until the fourth day of March, eighteen hundred and twenty-one, subject to the regulations prescribed by and made in the manner provided by this act.
Powers of the corporation.Sec. 2. And be it further enacted, That the said corporation shall, by the name and style of the President, Directors and Company of the Bank of Alexandria, be capable in law to hold, have and purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels and effects, of what kind, nature or quality soever; and the same to grant, demise, alien or dispose of; and, by the name aforesaid, may sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in any court of record, within the United States; and may do and execute every other matter and thing by the name aforesaid, that they are authorized to do by virtue of this act:Limitation of the amount of real estate held by the bank.
The bank not to purchase any goods, &c. unless sold on judgments obtained by the bank, &c. Provided always, that the lands, tenements and hereditaments, which it shall be lawful for the President, Directors and Company to hold, shall be only such as shall be requisite for their immediate accommodation, in relation to the convenient transacting their business, and such as shall have been bona fide mortgaged to them by way of security, or conveyed to them in satisfaction for debts previously contracted in the course of their dealings: Provided also, that the president and directors shall not purchase any goods, chattels or effects, unless such as are sold by virtue of an execution, upon judgments obtained by them, except such articles as may be necessary for them in transacting the business of the bank; but it shall be lawful for them to receive and hold such securities, goods, chattels and effects, by way of deposit for advances made by them to any person or persons, and, on failure of payment, the same to sell and dispose of at public sale.
Capital stock.Sec. 3. And be it further enacted, That the capital stock of the said bank shall consist of five hundred thousand dollars, in shares of two hundred dollars each.
Votes, how apportioned.Sec. 4. And be it further enacted, That every stockholder 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 has shares, as far as ten shares, and not more than one vote for every five shares thereafter; and every stockholder may sell and transfer his stock in the bank, or any part thereof, at his pleasure, not being less than one complete share or shares; the transfer to be made in the bank books, in the presence, and with the approbation of the proprietor or his lawful attorney, and the purchaser then to be entitled to all the rights which the original proprietor enjoyed.Sec. 5. And be it further enacted, That a meeting of the stockholders,
of a promissory note, made negotiable at that bank, without first suing the maker, or proving him insolvent, according to the law of Virginia; although the endorsement was for the accommodation of the maker: and notwithstanding that in Virginia the implied contract of the endorser of a promissory note, by the general understanding of the country, is that he will pay the debt, if by due diligence it cannot be obtained from the maker. Ibid.
If the case shows that the bank received the note under an understanding that it was subject to the rules which govern inland bills of exchange, then it would seem reasonable, in the case of notes actually negotiated with them, to imply, from the act of endorsement, an undertaking conformable to that usage. Ibid.
A subsequent board of directors of the bank, is to be considered as knowing all the circumstances communicated or known to the previous board. The Mechanics’ Bank of Alexandria v. Louisa and Maria Seton, 1 Peters, 309.