they may deem reasonable, and shall be capable of exercising such other powers and authorities, of making, revising, altering, or annulling all such by-laws and regulations for the government of the said company, and that of their officers and affairs, as they or a majority of them shall from time to time think expedient, not inconsistent with law, and to use, employ, and dispose of the joint stock, funds or property of the company, (subject only to the restrictions herein contained,) as to them or a majority of them shall seem expedient.

24. Rule 5th. The cashier before he enters upon the duties of his Cashier to office, shall be required to give bond with two or more securities, to give bond. the satisfaction of the directors, in such sum as the board of directors may by their by-laws order and direct, from time to time, with condition for the faithful performance of his duties; and the president, cashier, and other officers of the bank, shall take the following oath on entering on the duties of their respective offices: "I, A. B. do Oath of the solemnly swear (or affirm) that I will well and faithfully discharge the officers. duties of president, or cashier, or other officer (as the case may be) of the bank of Augusta;" which oath shall be subscribed and entered on the minutes.

25. Rule 6th. Not less than seven directors shall form a board for How many the transaction of business, of whom the president shall always be one, director a except in case of sickness or necessary absence, in which case his board. place may be supplied by any other director, whom the majority of President directors present shall nominate for that purpose.

pro tem.

the stock

26. Rule 7th. A majority of the directors shall have power to call General a general meeting of the stockholders for purposes relative to the con- meeting of cerns of the company, giving at least thirty days' notice in one of the holders, how newspapers printed in Augusta, Washington, (Wilkes county,) Milledgeville and Savannah, specifying the object of such meeting.

called.

27. Rule 8th. That in case of death, resignation, or removal of Vacancy of the president, the directors shall appoint one from their number to fill president. the vacancy, who shall hold the office during the remainder of the term for which his predecessor was elected.

ferable.

28. Rule 9th. The shares of the capital stock shall be transferable Shares transon the books of the company, according to such rules, as conformable to law, may be established in that respect by the board of directors.

tory and of

issue bills or

29. Rule 10th. The bills obligatory and of credit, under the seal Bills obliga of the said corporation, which shall be made to any person or persons, credit, how shall be assignable by endorsement thereupon under the hand or hands transferable. 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. And bills or notes which may How the corbe issued by order of the said corporation, signed by the president, portion may and countersigned by the principal cashier or treasurer thereof, prom- notes. ising 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 effect 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 persons, his, her or their order, shall be assignable by endorsement, and those which are or shall be payable to bearer, shall be negotiable and assignable by delivery only.

Transfers of 30. Rule 11th. No transfer of stock in this company shall be constock. How sidered as binding upon the company, unless entered in a book or books kept for that purpose by the company.

to be entered.

What real

31. Rule 12th. That the lands, tenements and hereditaments which estate may be it shall be lawful for the said company to hold, shall be only such as held by the corporation. shall be necessary for its immediate accommodation, in relation to the convenient transaction of business, and such as shall have been bona fide mortgaged to the company by way of security; or conveyed to it, or to some person in trust, for the use of the company, in satisfaction or security for money actually loaned, or advanced, or in satisfaction of, or security for debts previously contracted, or due to the said company, or purchased at sales upon judgments which shall be obtained for such debts; and in every instance in which the said company may become owners or claimants of lands, tenements, or hereditaments, the board of directors are empowered to sell or dispose of the same, in such manner as they shall deem beneficial to the use of the said company.

Their autho rity to sell.

Prohibited

from merchandising, &c.

Bills, bonds, notes, &c. to be signed

signed.

32. Rule 13th. The company shall in no case directly or indirectly be concerned in commerce or insurance, or in the importation or exportation, purchase or sale of any goods, wares or merchandise whatever, (bills of exchange, notes and bullion only excepted,) except such goods, wares, or merchandise, as shall be truly transferred, conveyed or pledged to them by way of security, for money actually loaned and advanced, or for debts due, owing, or growing due to the said company, or purchased by them, to secure such debts so due to said company, or to effect insurance on the property that may belong, or be thus pledged to the said company for its security.

33. Rule 13th. All bills, bonds, notes, and every other contract, and engagement, on behalf of the company, shall be signed by the and counter-president, and countersigned or attested by the cashier of the company, and the funds of the company shall in no case be held responsible for any contract or engagement whatever, unless the same shall be so Books, pa- signed, countersigned, or attested as aforesaid, and the books, papers, respondence correspondence, and the funds of the company, shall at all times be subject to in- subject to the inspection of the board of directors.

pers, and cor

spection. The bank

may owe

three times

34. Rule 15th. The total amount of the debts which the bank shall at any time owe, whether by bond, bill, note or other contract, shall the amount not exceed three times the amount of its capital (over and above the The acting moneys then actually deposited in the bank for safe keeping.) In case directors an- of excess, the directors under whose administration it shall happen, any excess. shall be liable for the same in their private capacities, and an action of

of its capital.

swerable for

dissenting

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 in this State having jurisdiction, by any creditor or creditors of the said 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 Absent or for, and being chargeable with the said excess. Such of the said directors how directors, who may 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 individually liable, by entering, if present, their dissent upon the books of the bank, at the time the debt may be so contracted, and forthwith giving notice of the fact to the stockholders at a general meeting, which each of the said directors shall have power to call for that purpose.

exonerated.

35. Rule 16th. Dividends of the profits of the company, or of so Dividends. much of the said profits as shall be deemed expedient and proper, shall be declared and paid half yearly; 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 profits actually acquired by the company, so that the capital stock thereof shall never be impaired by dividend.

capital stock.

36. Rule 17th. If the said directors shall at any time, wilfully and No dividend knowingly, make or declare a dividend which shall impair the capital to impair the stock, all directors, who shall be present at the making or declaring such dividend and assenting thereto, shall be liable, in their individual capacities, to the said company for the amount or portion of said stock so divided by the said directors; and each director, who shall be present at the making or declaring of such dividend, shall be deemed to have consented thereto, unless he shall immediately declare in writing his dissent on the minutes of the proceedings of the board.

37. Rule 18th. The directors shall keep fair and regular entries in Directors to a book, provided for that purpose, of their proceedings; and on every of their prokeep a book question, when two directors shall require it, the yeas and nays of the ceedings. directors voting shall be duly inserted on their minutes, and those minutes be at all times, on demand, produced to the stockholders when, at a general meeting, the same shall be required.

the corpora

38. Rule 19th. The corporation shall continue until the first day Duration of of May, 1830; but the proprietors of two-thirds of the capital stock of tion. the company, may, by their concurring vote, at a general meeting to be called for that express purpose, dissolve the same at any prior period: Provided that notice of such meeting, and of its object, shall be pub- Proviso. lished in one of the newspapers, printed in the city of Augusta, Savannah, and Milledgeville, for at least twelve months previous to the time appointed for such meeting.

divided, on

39. Sec. VII. Immediately on the dissolution of the company, Funds to be effectual measures shall be taken by the existing directors for closing dissolution. all the concerns of the company, and for dividing the capital and profits, which may remain among the stockholders, in proportion to their respective interests.

taken.

40. Sec. VIII. When the increase of the capital shall take place, Increased no person or persons shall, in his, her, or their own right, or in the capital, how right of any other person, subscribe for more than ten shares, until after the expiration of three months; and should there be any shares unsold after the aforesaid time, the same may be subscribed for by any person or persons, and the directors shall advertise the same for the space of three months in the newspapers aforesaid.

Sec. IX. [Death for counterfeiting the bills, repealed.]

An Act to extend the charter of the Bank of Augusta, and to authorize an increase of the capital.-Approved Dec. 22, 1826. Vol. IV. 77.

Whereas, the directors of the Bank of Augusta, in conformity with Preamble. instructions from the stockholders, have applied, by petition, to the general assembly, for an extension of the charter, and for leave to increase the capital of said bank in certain cases;

41. Be it enacted, &c. That the charter of the bank of Augusta be, Charter exand it is hereby declared to be prolonged to the 1st day of May, A. D. 1850.

tended until the year 1850. 42. Sec. II. It shall be lawful for the stockholders of the said Authorized bank, at any meeting to be called for the purpose, and in the manner their capital prescribed in the existing charter, to increase the capital of said bank, $600,000.

to increase

On every increase, one. sixth part to

from time to time, and in such portions as they may deem to be expedient, not exceeding in the whole six hundred thousand dollars, in addition to the present capital of the said bank.*

43. Sec. III. Upon every such increase being agreed upon by a decision of the stockholders, one-sixth part of such increased stock be reserved shall be reserved for the State at par, until the end of the session of to the State. the legislature next after the capital shall be so increased, and that the

Capital stock

of dollars.

State interest.

other five-sixths shall be disposed of by the directors for the time being, in the manner pointed out by the second rule of the original charter, for the benefit of the individual stockholders, if any benefit there should be in the disposition thereof; the interest of the State in such cases being equalized by receiving its portion of such increased stock at par, as hereinbefore provided.

PLANTERS' BANK.

Act to incorporate the Planters' Bank of the State of Georgia, and to repeal the former act for that purpose.†-Approved December 19, 1810. Vol. II. 632.

44. Sec. I. A bank shall be established in the city of Savannah, one million the capital stock whereof shall be one million of dollars, to be divided into ten thousand shares of one hundred dollars each; of which, one thousand shares shall be reserved until the first day of January, 1812,‡ on the original terms, then, or at any prior time, to be taken by the State, according to the pleasure of the legislature, whereby the State, at any subsequent election, shall be entitled to the appointment of two directors; and, if they be not then taken by the State, to be disposed of in manner hereinafter provided.

Incorporated.

Style.
Capacities

and privi-
leges.

Common seal.

By-laws.

Sec. II. and III. [Repealed. See Sec. 67.]

45. Sec. IV. All those who shall become subscribers to the said bank, their successors and assigns, shall be, and they are hereby created and constituted a corporation, and body politic, by the name and style of" The Planters' Bank of the State of Georgia;" and by that name, 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, tenements, hereditaments, goods, chattels, and effects, of whatsoever kind, nature, or quality the same may be, to an amount not exceeding, in the whole, one million three hundred thousand dollars, including the amount of the capital stock, aforesaid; 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; and also to make, have, and use a common seal, and the same to break, alter, and renew, at their pleasure; and also to ordain, establish, and put in execution, such by-laws, rules, and regulations, as shall seem necessary and convenient for the government of the said corporation: Provided that such by-laws, rules, and regulations, be not contrary to the constitution and laws of the State, or the United States; and generally to do and execute all and singular such acts, matters, and things, as to them may or shall appertain, subject, nevertheless, to the rules, regulations, restrictions, limitations and provisions hereinafter prescribed.

Sec. V. [Repealed. See Sec. 67.]

* See a Resolution of 1834, Pam. 327, approving of the conduct of the bank on this subject. Until January 1, 1813. Sec. 47.

↑ Vol. II. 374.

their officers.

46. Sec. VI. The directors, for the time being, shall have power May appoint to appoint such officers and clerks under them as shall be necessary for executing the business of the said corporation, 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 governing and ordering the affairs of the said corporation, as to them shall appear conducive to the interest of the institution.

Sec. VII. [Repealed. See Sec. 67.-Sec. VIII. repeals the act of 1807.]

Act to amend the foregoing.-Approved December 3, 1811. Vol. III.

74.

47. Sec. I. The capital stock of the said bank shall be one million Capital. of dollars, to be divided into ten thousand shares of one hundred dollars each; of which, one thousand shares shall be reserved until the first day of January, 1813, on the original terms, then, or at any prior time, to be taken by the State, according to the pleasure of the Reservation legislature, whereby the State, at any subsequent election, shall be for the State. entitled to the appointment of two directors; and if they be not then taken by the State, to be disposed of in manner hereinafter provided.

*

to taxes.

48. Sec. II. The capital stock of the said bank, and every other Stock fiable property real or personal, which it may hereafter acquire and hold, shall be subject to a taxation, not exceeding the ratio of other taxable property in this State: Provided the corporation of the city of Savan- Proviso as to nah shall not have the power to tax said bank stock, but may tax any property, real or personal, which said bank may acquire, in the ratio of taxation against the like property in the said city.

[As to the subsequent tax on bank stock in general, see Tax.]

Savannah.

to be taken

up.

49. Sec. III. The subscription already opened in the city of Sa- Stock, how vannah shall continue until the first day of December next,† under the superintendence of the present commissioners; to wit, [fifteen persons named,] a majority of whom shall be competent to the discharge of their duties, until which day, it shall and may be lawful for any person or copartnership, being citizens of the United States, corporation, or body politic, to subscribe for any number of shares, not exceeding one hundred, except as provided aforesaid in relation to the State: Provided, that if the whole number of shares be not taken up on or before the first day of December next, then, and in that case, it shall and may be lawful for any person or copartnership, being citizens of the United States, corporation, or body politic, established in the United States, to subscribe for any number of shares unsubscribed for, as aforesaid; and the sums to be respectively subscribed for shall be payable in the manner following; viz. ten per cent. at the time of How to be subscribing, and twenty per cent. on or before the first day of January paid in. next ensuing the said subscription, and the balance of the sums so subscribed at such time as the same shall be required by the directors, provided, that sixty days' previous notice of the time at which such payment is required to be made, be given in the gazettes at the city of Savannah.

49. Sec. IV. The present stockholders, who have heretofore sub- Payment in scribed for shares, and paid ten per cent. at the time of subscribing, burbers shall, upon thirty days' notice given by the commissioners, and pub

* Taken. See Resolutions of 5th and 9th December, 1812. Vol. III. 1106. 1113. † December 25, 1811. Vol. III. 83.

subscribers.