ARTICLE VI. mount of the individual The total amount of debts which any of the said corpora- Debts not to tions may at any time owe, whether by bond, bill, note or other exceed doucontract, excepting the amount of money due to depositors, ble the a shall not, at any time, exceed double the amount of the capi- capital. tal stock, actually paid in. In case of excess, the directors, under whose administration it shall happen, shall be liable In case of for the same, in their individual capacities; and an action of excess direcdebt may, in such case, be brought against them, or any of tors shall be them, or their or any of their heirs, executors or administra. liable in their tors, in any court, having competent jurisdiction, by any capacities. creditor or creditors of such corporation; 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 or chattels, of the same, from being also liable for and chargeable with the said excess. Such of the Absent or said directors as may have been absent, when the said ex- dissenting cess was contracted or created, shall not be considered as directors not consenting thereto, or liable therefor; and those who may have to be liable. dissented from the resolution or act whereby the same was so contracted or created, and who shall enter their dissent upon the minutes of the board, may exonerate themselves from being so liable, by forthwith giving notice of the fact to the stockholders, at a general meeting, which they shall have power to call for that purpose. ARTICLE VII. No director, except the president, shall be entitled to any of emolu. emolument, unless the same shall have been allowed by the ments. stockholders, at a general meeting. ARTICLE VIII. Of stated and special meet. The stated meetings of the directors of each bank shall be held at such times as the by-laws shall ordain; and special meetings may be held, by particular appointments, or upon ings. the call of the president. A majority of the whole number of directors, of whom the president shall be one, shall form a board or quorum for the transaction of any business; but or- Quorum, dinary discounts may be made by the president and four other directors. In case of sickness or necessary absence of the president, his place may be supplied by a president pro tem- President pore, to be appointed by the directors present, from among pro, tem. their number. ARTICLE IX. The board of directors of any of said banks, or twenty stockholders thereof, being together proprietors of one twen may be cal How general tieth part of the stock of such bank, may, at any time, call a meetings general meeting of the stockholders, for purposes relative to the institution, giving at least thirty days notice thereof, in the manner hereinafter prescribed, specifying, in such notice the object or objects of such meeting. led. Of 'annual meetings. Proviso. Transfer of stock. Indebted fer. Proviso. ARTICLE X. A general meeting of the stockholders of each bank shall be held on the first Tuesday of November, in every year; at which time the directors shall lay before them, a general and particular statement of the affairs of such bank: Provided, That this shall not be construed so as to compel the directors to lay before the stockholders, a statement of the private ac count of any individual or individuals. ARTICLE XI. The stock of each of the said banks shall be assignable and transferable on the books of the corporation only, and in the presence of the president or cashier, in such manner as the by-laws shall ordain; but no stockholder indebted to the bank, stockholder for a debt actually due and unpaid, shall be authorised to not to trans- make a transfer or receive a dividend, until such debt is discharged, or security to the satisfaction of the directors given for the same: Provided always, That no stock shall be assigned or transferred to any person or persons, directly or indirectly, except to citizens of this state, of the United States, or of one of them; or to corporations created by the laws of any of the United States; or to such foreigner or foreigners as have previously declared, as the laws direct, that he or they intend to become a citizen or citizens of the United States. Rate of discount. When divi ARTICLE XII. The rate of discount, at which loans may be made by any of the said banks, shall not exceed one half of one per centum, for thirty days. ARTICLE XIII. Dividends of so much of the profits of the said several dends are to banks, as shall appear advisable to the directors of each bank, be declared shall be declared, at least twice a year, on the first Tuesday of May and November, in every year, and paid to the stockholders, on demand, at any time after the expiration of ten Dividends days therefrom; but such dividends shall in no case exceed the not to impair amount of the nett profits actually acquired by the bank, so capital stock. that the capital stock of said banks shall never be thereby liable, &c. impaired. If the directors of any of the said banks shall Directors make any dividend, which shall impair the capital stock of consenting, such bank, the directors consenting thereto, shall be liable in their individual capacities, to such corporation, for the amount of the stock so divided. And each director present, when such dividend shall be made, shall be adjudged to be What shall consenting thereto, unless he forthwith enter his protest on be construed the minutes of the board, and give public notice to the stock- a consent. holders of the declaring of such dividend. ARTICLE XIV. It shall be lawful for each of the said corporations, to hold Corporations such lands, tenements and hereditaments only as shall be to hold such requisite for its accommodation, in the convenient transac- lands only, tion of its business, and such as shall be bona fide mortgaged &c. or conveyed to it in satisfaction of debts previously contracted in the course of its dealings; or purchased at sales upon judgment, obtained for such debts, or purchased at sales upon judgments of any person or body politic where the same may be necessary to secure any debt due to the said corporations. Not more than thirty thousand dollar sshall be expended, by How much any one of said corporations, in procuring ground and erect- may be exing suitable buildings for the banking house, except in the city pended in and county of Philadelphia, which shall not exceed fifty buildings. thousand dollars. None of the said corporations shall directly, or through the agency of any person or persons whom- Not to deal soever, either in trust or confidence, deal or trade with any in any stock. profits, stock, money or effects, in buying or selling any goods, wares or merchandise, whatsoever; and all and every person or persons who shall, contrary to the true intent and meaning of this act, be engaged, either as principals or agents, in such buying, selling or trading, shall forfeit and pay treble Penalty for so doing. the value of goods, wares or merchandise, so traded for, one half to the use of the person prosecuting for the same, and the other to the state; but nothing herein contained, shall be so construed as to prevent any of the said corporations from selling any public stock, of which it may be possessed. The Not to pursaid several corporations shall not be at liberty to purchase chase any any stock whatsoever, except their own bank stock or other stock except, incorporated bank stock of this state, treasury notes or public &c. stock of the United States, or in any loan proposed by the government of the United States, or stock in any of the incorporated companies of this state, for the improvement of roads and inland navigation: Provided, the stock and treasury notes, Proviso. so purchased, and loans so made, to the government of the United States, shall, at no time, exceed one fifth part of the amount of stock of such corporation, actually paid in; and the said several corporations, shall not deal or trade in any thing but bills of exchange, gold or silver bullion, and in the stock and treasury notes aforesaid, or in the sale of goods Proviso, as to the Philadelphia Bank. really and truly pledged for money lent, and not redeemed in due time, or goods which may be the produce of their lands: Provided, That the Philadelphia Bank, incorporated by the act entitled, "An act to extend the charter of the Philadelphia Bank," passed the twenty-eighth of March, eighteen hundred and twenty-three, shall have the same liberty and authority, in relation to their own bank stock or other incorporated bank stock of this state, treasury notes or public stock of the United States, or stock of any of the incorporated companies of this state, for the improvement of roads and inland navigation, as is by this article given to the several corporations created by this act, any thing contained in the aforesaid act, to extend the charter of the Philadelphia Bank, Proviso, as to to the contrary notwithstanding: And provided also, That the the Bank of privileges hereby extended to the Philadelphia Bank, be and the Northern they are hereby extended to the Bank of the Northern Liber Liberties. Bills under ties, incorporated by the act entitled "An act to extend the charter of the Bank of the Northern Liberties, in the county of Philadelphia," passed the thirty-first day of March, eigh teen hundred and twenty-three; any thing in the said act to the contrary, notwithstanding. ARTICLE XV. The bills obligatory and of credit, under the seal of the said seal assigna- several corporations, which shall be made to any person or ble. persons, shall be assignable by endorsement thereupon, under the hand or hands of such person or persons, and of his, her, or their assignee or assignees, so as absolutely to transfer and vest the property and legal title 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. And bills or notes Of bills and which may be issued by order of any of the said corporations, notes without seal. signed by the president and countersigned by the cashier 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 such corporation, shall be binding and obligatory upon the same, in like manner and with like force and effect, as upon any private person or persons, if issued by him, her or them, in his, her or their private capacity or capacities; and shall be assignable, and negociable in like manner, as if they were so issued by such private person or persons: that is to say, those which shall be payable to any person or persons, his, her or their order, shall be assignable by endorsement, in like manner and with the like effect, as foreign bills of exchange now are; and those which are payable to bearer, shall be negociable and assignable by delivery, only; and all notes or bills, at any time discounted, by any of the said corporations, or deposited for collection, and falling due at such bank, shall be and they are hereby placed on the same footing as foreign bills of exchange, so that the like benefits shall be had in the payment and the like remedy for the recovery thereof, against the drawer and drawers, indorser and indorsers, and their representatives, and with the like effect, except so far as relates to damages; any law, custom or usage to the contrary in any wise notwithstanding: Provided, That no note shall be issued, by any of Proviso. said corporations, of a lower denomination than five dollars: And provided also, That the Philadelphia Bank and the Proviso, reBank of the Northern Liberties, shall be allowed to receive lating to the notes of a lower denomination than five dollars; any thing. Bank, and Philadelphia contained in the act entitled "An act to extend the charter of the Bank of the Philadelphia Bank," passed twenty-eighth March, one the Northern thousand eight hundred and twenty-three; or in the act en- Liberties. titled "An act to extend the charter of the Bank of the Northern Liberties, in the county of Philadelphia," passed thirtyfirst March, one thousand eight hundred and twenty-three, to the contrary notwithstanding. ARTICLE XVI. The books, papers, correspondence and funds, of the said of the books several banks, shall, at all times, be subject to the inspection and papers. of the directors, who shall keep fair and regular entries of their proceedings, in a book to be provided for that purpose; Minutes of and on any question, where two directors shall require it, the proceedings to be kept. yeas and nays of the directors voting shall be duly inserted on their minutes, and those minutes shall, at all times, on demand, be produced to the stockholders, at a general meet- Subject to ing; and the minutes, books and papers, shall be subject to inspection. the inspection of any committee, who shall be authorised by the legislature, to require the same. ARTICLE XVII. Statement of It shall be the duty of the president and directors of the said several banks, to exhibit to either branch of the legisla- affairs to be ture, when called upon so to do, a statement of their affairs exhibited to in the form of a regular account current; or in such form as the legisla may hereafter be pointed out by the legislature, or either ture. branch thereof, as they shall stand, on any day to be designated, specifying particularly the amount of their capital stock paid in, notes in circulation, deposits, debts due to other banks, contingent fund, notes and bills discounted, bills of exchange, stock, real estate, bonds, judgments, mortgages, notes of other banks, debts due by other banks, gold and silver on hand, each to be stated, separately; and such other information as may enable the legislature to form a correct knowledge of their actual condition: Provided, That such a statement of the affairs of each of the said banks, as they shall stand on the first Tuesday of November, in each year, shall annually, prior to the second Monday of December, be Proviso. |