United States Statutes at Large/Volume 2/12th Congress/1st Session/Chapter 87
Chap. LXXXVII.—An Act to incorporate a Bank in the town of Alexandria, by the name and style of the Mechanics’ Bank of Alexandria.
Corporation established.Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the subscribers to the Mechanics’ Bank of Alexandria, their successors and assigns, shall be and they are hereby created and made a body politic, by the name and style of the Mechanics’ Bank of Alexandria, and by that name and style shall be and are hereby made able and capable in law, to have, purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, hereditaments, goods, chattels and effects, of what kind, nature or quality soever, and the same to sell, grant, demise, alien or dispose of, to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended in courts of record or any other place whatsoever, subject nevertheless to the rules, regulations, restrictions, limitations and provisions, herein after prescribed and declared.
Capital.Sec. 2. And be it further enacted, That the capital stock of said corporation may consist of five hundred thousand dollars, divided into shares of ten dollars each, and shall be paid in manner following, that is to say: One dollar on each share at the time of subscribing, one dollar on each share at sixty days, and one dollar on each share ninety days after the time of subscribing; the remainder to be called for as the president and directors may deem proper:Proviso. Provided, they do not call for any payment in less than thirty days, nor for more than one dollar on each share at any one time.
Commissioners for receiving subscriptions.Sec. 3. And be it further enacted, That the subscription for filing up said stock, shall be opened at the courthouse in the town of Alexandria on the first Monday in June next, under the direction of fifteen commissioners, and that John Longden, William Veitch, James C. Deneale, Daniel M’Leod, John Cohagen, James M’Guire, Adam Lynn, Mark Butts, Joseph Dean, James Sanderson, John Young, Isaac Entwistle, Robert Young, Peter Saunders and John Gird, are hereby appointed commissioners for that purpose, which subscriptions shall be kept open for one day at least and such further time as said commissioners may direct; but in case the amount of the subscriptions shall exceed the number of shares herein before allowed to be subscribed, the excess thus created shall be reduced within the number of shares authorized to be subscribed as aforesaid in the manner following, to wit, that is to say: From the subscriptions highest in amount the commissioners shall subtract a share or shares, until the same be made equal to the subscription or subscriptions next highest in amount, and until the number of shares shall be reduced to the amount authorized to be subscribed as aforesaid:Proviso. Provided always, that it be hereby expressly understood that all the subscriptions and shares obtained in consequence thereof, shall be deemed and held to be for the sole and exclusive use and benefit of the persons, copartnerships or bodies politic subscribing or in whose behalf the subscriptions respectively shall be declared to be made at the time of making the same, and all bargains, contracts, promises, agreements and engagements in any wise contravening this provision, shall be void, and the persons, copartnerships or bodies politic respectively, so subscribing, or for whose use the subscriptions are declared to be made as aforesaid, shall have, enjoy and receive the share or shares respectively, in consequence thereof obtained, and all the interests and emoluments thence arising, as freely, fully and absolutely as if they had severally and respectively paid the consideration therefor, any such bargains, contracts, promises, agreements, or engagements to the contrary thereof to the contrary notwithstanding.
Real estate, what may be held by the bank.Sec. 4. And be it further enacted, That the lands, tenements and hereditaments which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation, in relation to the convenient transaction of its business, and such as shall have been conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales on judgments which shall have been obtained for such debts; nor shall this corporation directly or indirectly deal in or trade in any thing except bills of exchange, gold or silver bullions, or in the sale of goods which shall be the produce of its land or of goods sold by virtue of an execution on a judgment obtained by them.
Sec. 5. And be it further enacted, Directors to be appointed.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.
Sec. 12. And be it further enacted, Votes regulated.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.
Sec. 15. And be it further enacted, Notice to be given of election.That the president and directors for the time being, shall give four weeks’ public notice in the newspapers of Alexandria, and in one or more newspapers in the city of Washington, of the time and place of holding the election of directors, annually.
Oath of president and directors.
President to give bond.
Cashier and others to take an oath and give bond.Sec. 16. And be it further enacted, That the president, and each director, before he enters upon the duties of his office, shall take the following oath or affirmation (as the case may be): I do solemnly swear, (or affirm,) that I will impartially, faithfully, diligently and honestly, execute the duties of of the Mechanics’ Bank of Alexandria, conformably to the constitution of the same, and the trust reposed in me, to the best of my skill and judgment: and the president shall give bond and security for the faithful discharge of his duties, to the satisfaction of the directors; the cashier, other officers and servants, shall also take an oath, and give bond and security to the satisfaction of the president and directors.
President and cashier to sign and countersign notes.
Smallest notes to be five dollars.Sec. 17. And be it further enacted, That all bills, bonds, notes, and every other contract or engagement on behalf of the corporation, shall be signed by the president and countersigned by the cashier; and the funds of the corporation shall in no case be liable for any contract or engagement, unless the same shall be signed and countersigned as aforesaid; and the president and directors shall not issue any note for a smaller sum than five dollars.[1]
Officers of the bank not to purchase bills at more than lawful discount.Sec. 18. And be it further enacted, That if the president, or any director, the cashier, or any other officer of the said bank, shall be concerned directly or indirectly, in purchasing any note or notes, bill or bills, at more than lawful discount or interest, and information thereof be given and supported to the satisfaction of a majority of the board of directors, his or their seat or seats of office shall be vacated, and the directors shall fill up such vacancy or vacancies.
Supply of vacancies.Sec. 19. And be it further enacted, That in case of the death, disqualification or resignation of the president or any director, or any officer or servant of the said corporation, the board of directors shall, at their next meeting, fill such vacancy; and in case of sickness or necessary absence of the president, his place may be supplied by a director, to be appointed president pro tempore, by the president, and on his failing to make such appointment, by the directors.
Now lawful to receive more than one per cent. for sixty days.Sec. 20. And be it further enacted, That it shall not be lawful for the president and directors to demand or receive a greater discount or interest, than at the rate of one per cent. for sixty days, upon any loans or advances of money which they may make.
Shares transferable, &c.Sec. 21. And be it further enacted, That the shares of the capital stock shall be transferable at any time, according to such rules as may be established by the president and directors; but no stock shall be transferred, the holder thereof being indebted to the bank, until such debt be satisfied, except the president and directors shall otherwise order it.
Forty stockholders may call a general meeting.
Six weeks’ notice to be given.Sec. 22. And be it further enacted, That a number of stockholders not less than forty, who, together, shall be proprietors of twenty thousand shares or upwards, shall have power at any time to call a general meeting of the stockholders, for purposes relative to the constitution, giving at least six weeks’ notice in one or more newspapers in the town of Alexandria and city of Washington, specifying in such notice the object or objects of such meeting.
Sec. 23. And be it further enacted, That on application being made, May loan to the U. States.the president and directors may loan to the United States any sum or sums, not exceeding one fourth of their capital, on such terms as may be agreed upon.
Notes negotiable at bank assimilated to bills of exchange.Sec. 24. And be it further enacted, That whenever any note shall be given, containing express consent in writing that it may be negotiable at the said bank, and the same shall be endorsed, if payment be refused or neglected to be made at the time it shall have become due, the like proceedings are to be had out of court, and suit may be prosecuted against the drawer and endorser, jointly or separately, in like manner as if the same was a bill of exchange.
Forging or counterfeiting notes felony.Sec. 25. And be it further enacted, That if any person or persons shall forge or counterfeit any of the notes or checks on or of the said bank, or pay or tender in payment, or in any manner pass or offer to pass such forged or counterfeited note or check, knowing the same to be forged or counterfeited, and shall thereof be convicted in any court of the United States having criminal jurisdiction, he, she or they, shall be adjudged a felon or felons.
Stockholders failing to pay.Sec. 26. And be it further enacted, That if any stockholder shall fail to pay up the several instalments upon his subscription, as the same may become due, his dividends upon such instalments as he may have paid shall cease as to him and remain to the use and benefit of the other members of the corporation.
Dividends to be declared.
Not to impair capital stock.Sec. 27. And be it further enacted, That the president and directors shall, as soon as they may deem it expedient, declare a dividend of profits, and every half year thereafter shall make and declare such dividends of profit as they may deem proper: Provided, such dividend shall not impair the capital stock; but no dividend shall be declared except by a majority of all the directors.
Secretary of the Treasury to have certain powers.Sec. 28. And be it further enacted, That the Secretary of the Treasury of the United States shall be furnished, at least once in every year, and oftener if he shall require it, with statements of the capital stock of the said corporation, and of the debts due to the same, of the monies deposited therein, of the notes in circulation and of the cash in hand; and shall have a right to inspect such general accounts in the books of said bank as shall relate to said statements: Provided, that this shall not be construed to imply a right of inspecting the accounts of any private individual or individuals with the bank.
Corporation to continue till 1st January, 1822, but may be sooner dissolved.Sec. 29. And be it further enacted, That this corporation shall continue until the first day of January, in the year of our Lord one thousand eight hundred and twenty-two; but nevertheless the proprietors of two thirds of the capital stock of said company may by their concurrent votes at a general meeting to be called for that purpose, dissolve the same at an earlier period: Provided, that notice of such meeting and its object shall be published in two or more newspapers printed within the district of Columbia, for at least three months successively, previous to the time appointed for such meeting.
On dissolution of the corporation the concerns to be closed, &c.Sec. 30. And be it further enacted, That on the dissolution of this corporation, or whenever the same shall be determined on as aforesaid, effectual measures shall immediately be taken by the president and directors then in office, for closing all the concerns of the corporation, and for dividing the capital and profits which may remain among the stockholders in proportion to their respective interests; and so much of this act as will enable them to close the concerns of the corporation and so much as imposes a punishment of penalty for crimes, or for malfeasance, in this act described, shall remain and be in full force until all the affairs of the corporation are finally settled;No discount allowed after the 1st January, 1822. but no discount shall be made by the said corporation after the first day of January, in the year of our Lord one thousand eight hundred and twenty-two.
Sec. 31. And be it further enacted, That this act shall take effect A public act.from and after the passing thereof, and shall to all intents and purposes be a public act.
Approved, May 16, 1812.
- ↑ The 17th section of the act incorporating the Mechanics’ Bank of Alexandria, passed May 16, 1812, providing that “all bills, bonds, and notes, and every other contract or engagement on behalf of the corporation, shall be signed by the president, and countersigned by the cashier, and the funds of the corporation shall in no case be liable for any contract or engagement, unless the same shall be signed as aforesaid,” does not apply to contracts and undertakings implied at law. Mechanics’ Bank of Alexandria v. The Bank of Columbia, 5 Wheat. 326; 4 Cond. Rep. 666.