seal.

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 place whatsoever, and also to make, have, and use a common seal, and the Common same to break, alter, and renew at their pleasure; and also to ordain, establish, and put in execution, such by-laws, ordinances, and regula- By-laws. tions, as shall seem necessary and convenient for the government of said corporation: Provided nevertheless, that such by-laws, rules, and Proviso. regulations be not contrary to the laws and constitution of this State, or of the United States; and generally to do and execute all and singular such acts, matters, and things as to them may or shall appertain to do, subject nevertheless to the rules, regulations, restrictions, limitations, and provisions hereinafter prescribed.

Directors,

how elected.

office.

tors.

76. Sec. VI. For the well ordering of the affairs of said corpora- Number of tion, there shall be fifteen directors, nine of whom shall be elected by the stockholders, and six by the State; and the nine directors of the stockholders, shall be elected so soon as two hundred and fifty thousand dollars in gold and silver coin shall have been received on account of the subscriptions of the said stock, of whom there shall be an election on the first Monday in May next, and on the same day in When and each year by the stockholders or proprietors of the capital stock, and by the plurality of votes actually given in; 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 first Monday Term of in May next ensuing the time of such election, and no longer; and the six directors to be appointed by the State, shall be chosen by the State Direc legislature immediately on the passage of this act; Provided always, that as soon as the sum of two hundred and fifty thousand dollars in gold and silver shall have been actually received on account of the subscriptions to said stock, notice thereof shall be given by the commissioners in Savannah, hereinbefore named, in one at least of the public gazettes of Savannah, Augusta, Milledgeville, Washington, and Athens; and the said commissioners shall at the same time in like manner notify a time and place within the said city of Savannah, at the distance of ninety days at least from the date of such notification, for proceeding to the election of directors; and it shall be lawful for such to be then and there made; and the persons who shall be then and there chosen, shall be the first directors, and shall receive from the said commissioners, the money which shall be received by them; and the said directors at their first meeting after such election, shall choose one of their number as president, and in case of his death, President. resignation, or removal from the State, or from the board of direction, the said directors shall proceed to fill the vacancy by a new election for the remainder of the year; Provided, that in case it should at any time happen that an election of directors should not be made at any Failure of day when pursuant to this act it ought to have been made, the said election. corporation shall not for that cause be deemed to be dissolved, but it shall be lawful on any other day to hold an election of directors, in such manner as shall have been regulated by the laws and ordinances of said corporation.

&c.

77. Sec. VII. The directors for the time being shall have power Power to apto appoint such officers, clerks, and servants under them, requiring point officers, from said officers, clerks, and servants such security, and administering to them such oaths, as the said directors shall deem necessary, and to allow them such compensation for their services respectively, as shall be reasonable; and shall be capable of exercising such other powers and authorities for the well ordering and governing the affairs of the said corporation, as shall be described, fixed, and determined by the laws, regulations, and ordinances of the same.

Qualification of voters.

Proxy.

78. Sec. VIII. The following rules, restrictions, limitations, and provisions shall form and be fundamental articles of the corporation of said institution.

Rule 1st. The number of votes to which each stockholder shall be entitled, shall be according to the number of shares he shall hold, in the following proportion; that is to say, for one share, one vote; for two shares, and not exceeding five, two votes; and for every five shares above five, one vote; Provided, no person, corporation, or body politic shall be entitled in his, her, or their own right, to more than thirty votes; and after the first election, no share or shares shall confer a right of suffrage which shall not have been holden three calendar months previous to the day of election.

79. Rule 2d. Stockholders usually resident within the United States, and none others, may vote in elections, by proxy; none but a Qualification stockholder, entitled in his own right to fifteen shares, and being a of Directors. citizen of the State, and not being a director of any other bank, shall be eligible as a director, but this qualification not to be necessary on the part of the State directors; and if any one of the directors after being elected, shall at any time during the term for which he shall have been chosen, cease to be a stockholder, his seat shall thereupon become vacated, and the remaining directors or a majority of them, shall at their next meeting, pass an order declaring him to be no longer a director.

Vacancies.

President's

compensation.

Number of

Directors to

80. Rule 3d. The stockholders shall make such compensation to the president as may appear to them reasonable.

81. Rule 4th. Not less than nine directors shall constitute a board form a board. for the transaction of business, of whom the president shall always be one, except in cases of sickness or necessary absence, in which case his place may be supplied by any director, to be elected president pro tem. by a majority of the board present.

President pro tem.

Meetings of stockholders.

Cashier to

82. Rule 5th. A number of stockholders, not less than thirty, who together shall be proprietors of two hundred and fifty shares or upwards, shall have power at any time to call a meeting of the stockholders for purposes relative to the institution, giving at least sixty days' notice in a public gazette in the city of Savannah, in the city of Augusta, in Milledgeville, and at Washington and Athens, specifying in such notice the object or objects of such meeting.

83. Rule 6th. The cashier of the bank for the time being, before give security. he enters upon the duties of his office, shall be required to give bond with two or more securities, to the satisfaction of the directors, in a sum not less than fifty* thousand dollars.

What real estate the bank may hold.

Debts not to exceed three times the amount of capital.

84. Rule 7th. 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 transacting of its business; and such as shall have been bona fide mortgaged to it by way of security, or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts.

85. Rule 8th. The total amount of the debts which the said corporation shall at any time owe, whether by bond, bill, note, or other contract, shall not exceed three times the amount of their capital stock over and above the amount of specie actually deposited in their vaults for safe keeping. In case of an excess, this charter shall be deemed and considered as forfeited to all intents and purposes,† and the direc

* Darien Bank, forty thousand.

The words in italics, are not in the above section, but added in the charter of the Darien Bank.

excess.

tors under whose administration it shall happen, shall be liable for the Directors same in their individual, natural, and private capacities, and an action liable for any of debt may in such case be brought against them, or any of them, their, or any of their heirs, executors, or administrators, in any court of record in the United States, or of this State,* having competent jurisdiction, or either of them, by any creditor or creditors of said institution, and may be prosecuted to judgment and execution, any condition, covenant, or agreement to the contrary notwithstanding. But this shall not be construed to exempt the said corporation, or the lands, tenements, goods, and chattels of the same, from being also liable for, and chargeable with, the said excess; and such of the said How exon. directors who may have been absent when the said excess was contracted or created, or 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 having their dissent, if present, entered on the minutes of said corporation.

erated.

of stock, how

86. Rule 9th. The directors shall have power to issue to the sub- Certificates scribers their certificates of stock, which shall be transferable on the issued and books of the cashier only by personal entry of the stockholder, his transferred. legal representative or attorney, duly authorized by special power for

that purpose.

concerned in commerce or

87. Rule 10th. The corporation shall in no case directly or indi- Not to be rectly be concerned in commerce or insurance, or in the importation or exportation, purchase or sale of any goods, wares, or merchandise insurance. whatever, (bills of exchange, notes, and bullion only excepted,) except such goods, wares, or merchandise as shall be truly transferred, convoyed, or pledged to them by way of security for money actually loaned and advanced, or for debts due to the said corporation, or purchased by them to secure such debts so due to the said corporation, or to effect the insurance on the property that may belong to, or be thus pledged to the said corporation for its security.

on contracts

88. Rule 11th. The bills obligatory and of credit, notes and other How liable contracts whatever, shall be binding and obligatory upon said corporation; Provided, the same be signed by the president and countersigned or attested by the cashier of the said corporation; and the funds of the corporation shall be in no case held liable for any contract or engagement whatever, unless the same shall be so signed and countersigned, or attested as aforesaid; and the books, papers, and Books, pacorrespondence, and the funds of the corporation,* shall at all times be pers, &c. to subject to the inspection of the board of directors and stockholders, inspection. when convened according to the provisions of this act.

open to

how declared

89. Rule 12th. Dividends of the profits of the corporation, or so Dividends, much thereof as shall be deemed expedient and proper, shall be de- and paid. clared and paid half yearly, (the first half year after the bank shall have been in operation excepted,) and the said dividends shall, from time to time, be determined by a majority of the directors at a meeting to be held for that purpose, and shall in no case exceed the amount of the net proceeds actually acquired by the corporation, so that the capital stock thereof shall never be impaired.

Minutes.

the charter.

Rule 13th. [As to a book of minutes-same as sec. 37.] 90. Rule 14th. The corporation shall exist and continue until the Duration of first day of January, 1835; and immediately after the dissolution of said corporation, effectual measures shall be taken by the directors last appointed and acting, for closing all the concerns of the corporation, Winding up,

* The words in italies, are not in the above sections, but added in the charter of the Darien Bank.

Branches at

Milledgeville

places.

and for dividing the capital and profits which may then remain among the stockholders according to their respective interests.

91. Rule 15th. The directors shall within six months after said Augusta and bank shall go into operation, establish an office of discount and deposit and other at the city of Augusta, and one at the town of Milledgeville, and wheresoever they shall think fit, within this State, for the purpose of discount and deposit only, and upon the same terms, and in the same manner, as shall be practised at the bank which shall be established in Savannah, and to commit the management of said offices, and the making of the said discounts, to such persons, under such agreements, and subject to such regulations, as they shall deem proper, not being contrary to law or to the constitution of the bank; and the amount of stock shall be apportioned by the directors in the different offices according to the exigencies of business, but each branch shall have as much of the stock as can be employed to advantage.

Future increase of capital.

Reservation for the University.

Five Direc

tors to form a

Sec. IX. [Directions to the commissioners as to the number of shares to be subscribed for at each place-temporary.]

92. Sec. X. A future general assembly may, whenever they think it will be expedient, increase the capital stock to three millions of dollars, or to such sum as they may think proper, and the State shall, if they think proper, be entitled to subscribe for one half, or of such other part as she may think proper; and in case of the increase of the capital, there shall be books of subscription opened at such times and places as a future legislature may direct, to subscribe for the increased stock; Provided nevertheless, that if the whole number of shares apportioned to the above places be not subscribed for, then the commissioners at Savannah shall give notice to fill up such deficiencies at such place as they may think proper.

93. Sec. XI. The trustees of the University of Georgia shall have until the first day of January, 1817, to subscribe for one thousand shares out of the six thousand herein reserved for the State.

Act to amend the foregoing.-Passed Dec. 12, 1816. Vol. III. 72.

94. Sec. I. Five directors shall constitute a board competent to board in cer- transact the business of the Bank of the State of Georgia, provided tain months. they shall be unanimous, for and during the months of July, August, September, and October in every year, of whom the president shall always be one, except in cases of sickness or necessary absence, in which case, his place may be supplied by any director, to be elected president pro tem. by a majority of the board present, any thing contained in any part of the above recited act to the contrary notwithstanding.

President pro tem.

Preamble.

Ten Direc

tors.

Sec. II. [Repealed. Vol. III. 93.]

An Act further to amend an Act to incorporate a Bank, to be called the Bank of the State of Georgia, passed the sixteenth day of December, eighteen hundred and fifteen.-Passed Dec. 18, 1826. Vol. IV. 77.

Whereas, by the sixth section of the act to incorporate the Bank of the State of Georgia, it is enacted, that for the well ordering of the affairs of said corporation, there shall be fifteen directors, nine of whom shall be elected by the stockholders, and six by the State; and whereas experience has proved that it is proper to reduce the number of Directors;

95. Be it enacted, That the number of directors of the Bank of the

State of Georgia, from and after the passage of this act, shall be ten, six of whom shall be elected by the stockholders, and four by the State.

stitute a

Directors.

96. Sec. II. Not less than six directors, being a majority of the What numwhole board, shall have power to do business, excepting during the ber shall conmonths of July, August, September, and October, in every year; when Board of four directors, who must be unanimous, and of whom the president, or president pro tempore, must always be one, shall constitute a competent number; any thing contained in this act of incorporation to the contrary notwithstanding.

An Act, to extend the charter of the Bank of the State of Georgia, and the acts now of force amendatory thereto.-Passed Dec. 22d, 1830. Pam. 40.

Whereas, the directors of the Bank of the State of Georgia, have applied by memorial and petition, to the general assembly, for an extension of their charter, and the acts now of force, amendatory thereto.

tended to

97. Be it enacted, That the charter of the Bank of the State of Charter exGeorgia, granted on the sixteenth day of December, in the year of our Dec. 16, 1855. Lord, one thousand eight hundred and fifteen, and the acts of the general assembly, amendatory thereto, now of force, be, and the same are hereby prolonged to the sixteenth day of December, in the year of our Lord, one thousand eight hundred and fifty-five.

BANK OF DARIEN.

An Act to incorporate the Bank of Darien.-Passed Dec. 15, 1818.

Vol. III. 94.

98. Sec. I. A bank shall be established in the town of Darien, the Capital stock capital stock whereof shall not exceed one million of dollars, divided one million. into ten thousand shares of one hundred dollars each, of which five thousand shares shall be reserved until the first day of January, 1820, Reservation on the original terms, then or at any prior time, to be taken by the for the State. State, according to the pleasure of the general assembly; whereby the State at any subsequent election, shall be entitled to the appointment

of five directors; and if they be not then taken by the State, to be disposed of in manner hereinafter provided and prescribed.

Sec. II. [Relates to the opening books for original subscriptions. Temporary.]

Sec. III. [Temporary.]

seal.

99. Sec. IV. All those who shall become subscribers to the said Incorporated. bank, their successors and assigns, shall be, and they are hereby created, and made a corporation and body politic, by the name and style of the Bank of Darien, and are hereby made able and capable Name. in law, to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in courts of record, or any place whatsoever; and also to make, have, and use a common seal, and the Common same to break, alter, and renew, at their pleasure; and also to ordain, establish, and put in execution, such by-laws, ordinances, and regulations, as shall seem necessary and convenient for the government of said corporation; provided such by-laws, rules, and regulations, be not Proviso. contrary to the laws and constitution of this State, or of the United States; and generally to do and execute all and singular such acts, matters, and things, as to them may or shall appertain to do, subject, nevertheless, to the rules, regulations, restrictions, limitations, and provisions, hereinafter prescribed.