TIT. 13. A. A. 1802. ment of the said corporation, not being contrary to law, or to the constitution thereof, (for which purpose general meetings of the stockholders shall and may be called by the directors, 2 Faust457-8. at such time or times as to them shall be deemed necessary,) and generally to do and execute all and singular such acts, matters and things, which to them it shall or may appertain to do; subject, nevertheless, to the rules, regulations, restrictions, limitations, and provisions, herein after prescribed and declared. Fifteen direc tors to be appointed. How to be chosen, &c. How vacan filled, 200. And be it further enacted, That for the well ordering of the affairs of the said corporation, there shall be fifteen directors, three of whom shall be appointed by the legislature, in the manner herein after mentioned; and the remaining twelve directors shall be chosen annually on the second Wednesday in March in each year by the private stockholders or proprietors of the capital stock of the said corporation, and by plurality of the votes actually given; 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 Wednesday next annually ensuing the time of such election, and no longer; and the said fifteen directors, at their first meeting after each election, shall choose one of their number as president. And in case of the death, resigcies are to be nation, or absence from the state, or removal of a director by the stockholders, his place may be filled up by a new choice, for the remainder of the year. But should it so happen that an election of directors should not be made on the said second Wednesday in March in each year, or any other day appointed by the stockholders, 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 in such manner as may be regulated by the laws and ordinances of the said corporation. And in case of the death, resignation, or absence from the state, or removal of all or either of the directors representing the state in said corporation, during the recess of the legislature, the vacancies shall be filled up by such proper person or persons as the governor for the time being, shall or may appoint to serve as director or directors of the said corporation, until a new appointment shall or may be made by the legislature. Directors en tered up under protest, disqualified for serving as such. Fundamental articles. Amount of capital stock. 201. And be it further enacted, That no person hereafter to be appointed a director of said corporation, shall be authorized to continue and act as such, after he shall be entered up on the books of said bank under protest, either as drawer or endorser, on any paper which the said bank may hold, either for discount or collection; unless he shall prove to the satisfaction of a majority of the other directors, that he hath just reason, and legal and sufficient cause for refusing payment of the demand on which such protest may be founded. 202. And be it further enacted, That the following rules, limitations and provisions, shall form and be fundamental articles of the constitution of the said corporation: RULE 1st. The capital stock of the bank shall consist of eight thousand shares, of one hundred dollars each, making the sum of eight hundred thousand dollars; three thousand shares whereof to be subscribed by the state, as herein after directed. TIT. 13. A. A. 1802. cers, &c. and 203. 2d. The directors for the time being, shall have power 2 Faust 458. to elect and remove the cashier; and, they shall also have Directors to power to appoint such officers, clerks and servants under appoint offithem, as shall be necessary for executing the business of the to receive mo said corporation, and allow them such compensation for their ney on deposervices as may be reasonable. They shall receive money on sit. deposit, and pay away the same to order, free of expense; discount bills of exchange accepted and payable in the city of Charleston, and notes with two or more good names thereon, or secured by a deposit of bank or other public stock, at a rate of interest not exceeding one per cent. discount for sixty days. 204. Provided the said bills and notes have not more than sixty days to run. They shall have power to issue notes, signed by the president, and countersigned by the cashier, on behalf of the said corporation, for such sums, and with such devices as they may deem most expedient and safe. They shall also be capable of exercising such other powers and authorities as may be necessary for the well governing and ordering the affairs of the said corporation, and of promoting its interests and its credit, and of such as shall be authorized by the rules thereof, or by the direction of the stockholders. 205. 3d. In voting for directors, and all other questions on Manner of vowhich the stockholders may be called to give their votes, the ting for direc number of votes to which each stockholder shall be entitled, tors. shall be according to the number of shares he shall hold, in the proportion following, that is to say: for four shares, one vote; for every four shares above four, and not exceeding twenty, one vote; for every eight shares above twenty, and not exceeding sixty, one vote; for every twelve shares above sixty, and not exceeding one hundred and twenty, one vote; for every sixteen shares above one hundred and twenty, and not exceeding two hundred, one vote; and for every twenty shares above two hundred, and not exceeding four hundred, one vote: But no person, copartnership or body politic, shall be entitled to a greater number than thirty votes; except the state, who, by the authority of the majority of their directors, shall be entitled to sixty votes; except in elections for directors representing the private stockholders. 206. The manner, however, of voting for the directors for 2 Faust 460. the private stockholders, and on all other questions relating Manner of vo to the affairs of the said corporation, shall at any time be al- ting may be tered by such private stockholders at any public meeting, to altered. be for that purpose called, after two weeks previous notice in two public gazettes. Provided, That at such meeting a majority of all the private shares of the bank are represented, and the holders of two-thirds of such shares concur in such alteration. 207. 4th. 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. No other stockholders than Shares to be held three months to en title the hold er to vote. TIT. 13. A. A. 1802. Oath to be ta ken by perons offering to vote. Persons subscribing for stock in the name of minors, to be stockholders who are citizens of the United States, in the United States or not, shall be allowed to vote by proxy or otherwise, provided such proxy be a stockholder, and a citizen of the United States. 208. 5th. To prevent a division of shares, in order to obtain to the person or persons so dividing them, an undue influence, the managers of elections for directors, shall administer to every stockholder offering to vote, the following oath: "You, A. B. do swear (or affirm) that the stock you now represent, is bona fide your property, and that no other person or persons, is or are concerned therein ;" and to any person voting by proxy, or for a minor, or in right of, or in trust for any other person entitled to vote, the following oath: "You, A. B. do swear (or affirm) that the stock of C. D. whom you now represent, is, to the best of your knowledge and belief, the property of the said C. D. and that no other person or persons, is or are concerned therein." And any stockholder refusing to take such oath or affirmation, shall not be allowed to vote at such election. 209. 6th. Any person or persons holding or subscribing for stock in the said bank, in the name of, or in trust for minors, shall, to all intents and purposes relating to this act, be viewed and taken as holding or subscribing such stock in the name or names of such person or persons so holding or subscribing; the holders of and in voting at any meeting of the stockholders, such persons shall be entitled to vote in such proportion only as if the stock of such minor or minors was the sole and exclusive property of the person or persons so voting. considered as the same. List of stock holders to be made out before an election. Who are not 210. 7th. A fair and correct list of the stockholders shall be made out, at least two weeks before any election of directors, to be submitted to the inspection of any stockholder who shall require to see the same, to the end that public information may be given to the parties concerned, of their co-proprietors and stockholders. 211. 8th. No director of any other bank, or co-partner of eligible as di- any such director, shall be eligible as a director of this corporation, neither shall any stockholder, who is not a citizen of the United States, be eligible as a director. rectors. Three-fourths 212. 9th. Not more than three-fourths of the directors, exof the direct- clusive of the president and the three appointed by the legisors may be re- lature, shall be eligible for the next succeeding year: But the director who shall be president at the time of any election, may always be re-elected. elected. business. Six directors 213. 10th. No less than six directors shall constitute a may transact board for the transaction of business, of whom the president shall always be one; except in case of sickness or necessary absence, in which case his place may be supplied by any other director, whom he, by writing under his hand, shall nominate for the purpose, and in default of such nomination by the president, or in case of the sickness or necessary absence of the person so appointed, in either event, the board of directors may, by ballot, appoint a temporary president. Directors to 214. 11th. The directors shall keep fair and regular enkeep entries tries, in a book to be provided for the purpose, of their pre 1 ceedings; and on any question, where two directors shall re- TIT. 13. quire it, the yeas and nays of the directors voting shall be du ly inserted on their minutes, and those minutes be, at all times, A. A. 1802. on demand, produced to the stockholders when at a general 2 Faust 462. meeting, or to the legislature or any committee thereof, who of their proshall require the same. ceedings. 215. 12th. The stockholders shall allow such compensa- Compensation tion to the president for his services as may appear to them to the presireasonable, not exceeding two thousand five hundred dollars dent. a year. 216. 13th. Every cashier, before he enters on the execu- Cashier to tion of his duty, shall give bond, with two or more securi- give bond ties, to the satisfaction of the directors, in a sum not less with security. than twenty thousand dollars, conditioned for his good beha viour. 217. 14th. The president and cashier shall take the fol- Oath of presi lowing oath, on entering on the duties of their respective offi- dent and caces: That they will well and faithfully discharge the duties thereof." may shier. owe. 218. 15th. The total amount of the debts which the bank Amount of shall at any time owe, including the monies then actually de- debts which posited in the bank for safe keeping, whether by bond, bill, the bank may note or other contract, shall not exceed, in the aggregate, the sum of two millions four hundred thousand dollars; unless the contracting of any greater debt shall have been previously authorized by a law of this state; in case of excess the directors under whose administration it shall happen, shall be liable for the same in their private capacities, and an action of debt in such case be brought against them, or any of them, their or any of their heirs, executors or administrators, in any court of this state having jurisdiction, by any creditor or creditors of the said corporation, and may be prosecuted to judgment and execution; any condition, covenant and agreement to the contrary notwithstanding: But this shall not be construed to exempt the said corporation, or the lands, tenements, goods or chattels of the same, from being also liable and chargeable with the said excess. Such of the said directors who have been absent when the 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 governor of the state, and to the stockholders at a general meeting, which they shall have power to call for that purpose. 219. 16th. The lands, tenements and hereditaments which Corporation it shall be lawful for the said corporation to hold, shall be on- may hold ly such as shall be requisite for its immediate accommodation, lands and in relation to the convenient transacting of its business, and tenements. such as shall have been bona fide mortgaged to it by way of security, or conveyed to it by way of security, or conveyed to it in satisfaction of debts contracted in the course of its dealings, or purchased at sales upon judgments which shall have been obtained for such debts. TIT. 13. A. A. 1802. 220. 17th. The stock of the bank shall be assignable and transferable according to such regulations as may be instituted in that behalf by the directors. 2 Faust 464. 221. 18th. A meeting of the stockholders may be called Stock to be at any time by the president and directors, or by any director assignable. who protests against the proceedings of the board, and who Meeting of the wishes the propriety of his dissent to be considered by the stockholders stockholders; or whenever the holders of seven hundred shares, may be called. or upwards, shall require the same: Provided, however, That no such meeting shall be deemed regular, unless ten days notice be given of the intention to call the same, in at least two public gazettes. When the ac counts are to be balanced, and a dividend declared. Corporation not to pur chase or hold public debt. ment. 222. 19th. The accounts of the corporation shall be balanced to the last day of June and December, in every year; and a dividend shall be declared every half year, of so much of the profits as shall appear to the directors adviseable, and at the expiration of every fourth year, from the first day of January next, the directors shall lay before the stockholders at a general meeting, for their information, the amount of surplus profit, if any, after deducting losses and dividends. 223. And be it further enacted, That the said corporation shall not be permitted to purchase or hold any public debt whatever, except what may be subscribed by the state as part of the capital, and except such as may be bona fide pledged to the said corporation on monies loaned by it; nor shall the said corporation, directly or indirectly, deal or trade in any thing, except bills of exchange, gold or silver bullion, or in the sale of goods and public stock, really and truly pledged for money lent and not redeemed in due time, or of goods which shall be the produce of its lands; neither shall the said corporation take more than at the rate of one per centum discount for sixty days, for or upon its loans or discounts, except as may herein after be excepted. Bills obligato- 224. And be it further enacted, That the bills obligatory ry and of cre- and of credit, under the seal of the said corporation, which dit, assignable shall be made to any person or persons, shall be assignable by by endorseendorsement thereupon, under the hand or hands of such person or persons, and of his, her or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees successively, and to enable such assignee or assignees to bring and maintain an action thereupon in his, her or their own name or names. 225. And bills or notes which may be issued by order of the said corporation, signed by the president, and countersigned by the principal cashier or treasurer thereof, promising the payment of money to any person or persons, his, her or their order, or to bearer, though not under the seal of the said corporation, shall be binding and obligatory upon the same, in the like manner, and with the like force and effects as upon any private person or persons, if issued by him, her or them, in his, her or their private or natural capacity or capacities, and shall be assignable and negotiable in like manner as if they were so issued by such private person or persons, that is to say: those which are, or shall be payable to any person or |