The United States may re

funded debt,

bank may sell

silver, etc.

aforesaid, and twenty-five dollars more in coin as aforesaid, or in funded debt as aforesaid; at the expiration of twelve calendar months from the time of subscribing, there shall be paid the further sum of ten dollars on each share, in gold or silver coin as aforesaid, and twentyfive dollars more, in coin as aforesaid, or in funded debt as aforesaid.

(Section 4 provides for the payment in coin, to be made to the commissioners by subscribers at the time of subscription, for the transfer of certificates of funded debt subscribed by them, and for the delivery of coin and certificates by the commissioners to the president and directors, after the organization of the bank.)

SEC. 5. And be it further enacted, That it shall be lawdeem the ful for the United States to pay and redeem the funded etc., and the debt subscribed to the capital of the said bank at the for gold and rates aforesaid, in such sums, and at such times, as shall be deemed expedient, any thing in any act or acts of Congress to the contrary thereof notwithstanding. And it shall also be lawful for the president, directors, and company, of the said bank, to sell and transfer for gold and silver coin, or bullion, the funded debt subscribed to the capital of the said bank as aforesaid: Provided always, That they shall not sell more thereof than the sum of two millions of dollars in any one year; nor sell any part thereof at any time within the United States, without previously giving notice of their intention to the Secretary of the Treasury, and offering the same to the United States for the period of fifteen days, at least, at the current price, not exceeding the rates aforesaid. The Secretary SEc. 6. And be it further enacted, That at the opening of ury to sub-subscription to the capital stock of the said bank, the Sechalf of the retary of the Treasury shall subscribe, or cause to be subscribed, on behalf of the United States, the said number of seventy thousand shares, amounting to seven millions of dollars as aforesaid, to be paid in gold or silver coin, or in stock of the United States, bearing interest at the rate of five per centum per annum; and if payment thereof, or of any part thereof, be made in public stock, bearing interest as aforesaid, the said interest shall be payable quarterly, to commence from the time of making such payment on account of the said subscription, and the principal of the said stock shall be redeemable in any sums, and at any periods, which the Government shall deem fit. And the Secretary of the Treasury shall cause the certificates

of the Treas

scribe on

United States, &c.

of such public stock to be prepared, and made in the usual form, and shall pay and deliver the same to the president, directors, and company, of the said bank on the first day of January, one thousand eight hundred and seventeen, which said stock it shall be lawful for the said president, directors, and company, to sell and transfer for gold and silver coin or bullion at their discretion: Prorided, They shall not sell more than two millions of dollars thereof in any one year.

scribers to the

ated, &c.

SEC. 7. And be it further enacted, That the subscribers The subto the said Bank of the United States of America, their bank incorporsuccessors and assigns, shall be, and are hereby, created a corporation and body politic, by the name and style of "The President, Directors, and Company, of the Bank of the United States," and shall so continue until the third day of March, in the year one thousand eight hundred and thirty-six, 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, and quality, to an amount not exceeding, in the whole, fifty-five millions of 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 all State courts having competent jurisdiction, and in any circuit court of the United States: 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, and ordinances, and regulations, as they shall deem necessary and convenient for the government of the said corporation, not being contrary to the constitution thereof, or to the laws of the United States; and generally to do and execute all and singular the acts, matters, and things, which to them it shall or may appertain to do; subject, nevertheless, to the rules, regulations, restrictions, limitations, and provisions, hereinafter prescribed and declared.

directors; five

by the Presi

SEC. 8. And be it further enacted, That for the man- Twenty-five agement of the affairs of the said corporation, there shall to be appointed be twenty-five directors, five of whom, being stockholders, dent, etc. shall be annually appointed by the President of the United States, by and with the advice and consent of the Senate, not more than three of whom shall be residents

Regulations

direction of the bank, etc.

of any one State; and twenty of whom shall be annually elected at the banking house in the city of Philadelphia, on the first Monday of January, in each year, by the qualified stockholders of the capital of the said bank, other than the United States, and by a plurality of votes then and there actually given, according to the scale of voting hereinafter prescribed: Provided always, That no person, being a director in the Bank of the United States, or any of its branches, shall be a director of any other concerning the bank; and should any such director act as a director in any other bank, it shall forthwith vacate his appointment in the direction of the Bank of the United States. And the directors, so duly appointed and elected, shall be capable of serving, by virtue of such appointment and choice, from the first Monday in the month of January of each year, until the end and expiration of the first Monday in the month of January of the year next ensuing the time of each annual election to be held by the stockholders as aforesaid. And the board of directors, annually, at the first meeting after their election in each. and every year, shall proceed to elect one of the directors to be president of the corporation, who shall hold the said office during the same period for which the directors are appointed and elected as aforesaid: Provided also, That the first appointment and election of the directors and president of the said bank shall be at the time and for the period hereinafter declared: And provided also, That in case it should at any time happen that an appointment or election of directors, or an election of the president of the said bank, should not be so made as to take effect on any day when, in pursuance of this act, they ought to take effect, the said corporation shall not, for that cause, be deemed to be dissolved; but it shall be lawful at any other time to make such appointments, and to hold such elections, (as the case may be,) and the manner of holding the elections shall be regulated by the bylaws and ordinances of the said corporation: and until such appointments or elections be made, the directors and president of the said bank, for the time being, shall continue in office: And provided also, That in case of the death, resignation, or removal of the president of the said corporation, the directors shall proceed to elect another president from the directors as aforesaid: and in case of the death, resignation, or absence, from the United States, or removal of a director from office, the vacancy shall be

supplied by the President of the United States, or by the stockholders, as the case may be. But the President of the United States alone shall have power to remove any of the directors appointed by him as aforesaid.

Manner and

into operation,

SEC. 9. And be it further enacted, That as soon as the time of the sum of eight millions four hundred thousand dollars in bank's going gold and silver coin, and in the public debt, shall have etc. been actually received on account of the subscriptions to the capital of the said bank (exclusively of the subscription aforesaid, on the part of the United States) notice thereof shall be given by the persons under whose superintendence the subscriptions shall have been made at the city of Philadelphia, in at least two newspapers printed in each of the places, (if so many be printed in such places respectively,) where subscriptions shall have been made, and the said persons shall, at the same time, and in like manner, notify a time and place within the said city of Philadelphia, at the distance of at least thirty days from the time of such notification, for proceeding to the election of twenty directors as aforesaid, and it shall be lawful for such election to be then and there made. And the President of the United States is hereby authorized, during the present session of Congress, to nominate, and, by and with the advice and consent of the Senate, to appoint, five directors of the said bank, though not stockholders, anything in the provisions of this act to the contrary notwithstanding; and the persons who shall be elected and appointed as aforesaid, shall be the first directors of the said bank, and shall proceed to elect one of the directors to be president of the said bank; and the directors and president of the said bank so appointed and elected as aforesaid, shall be capable of serving in their respective office, by virtue thereof, until the end and expiration of the first Monday of the month of January next ensuing the said appointments and elections; and they shall then and thenceforth commence, and continue the operations of the said bank, at the city of Philadelphia.

(Section 10 authorizes the directors to appoint and govern such officers, clerks, and servants as may be necessary for executing their business.)

Fundamental

SEC. 11. And be it further enacted, That the following articles, etc. rules, restrictions, limitations, and provisions, shall form

and be fundamental articles of the constitution of the said corporation, to wit:

Rules con

cerning voting

First. The number of votes to which the stockholders for directors. shall be entitled, in voting for directors, shall be according to the number of shares he, she, or they, respectively, shall hold, in the proportions following, that is to say; for one share and not more than two shares, one vote; for every two shares above two, and not exceeding ten, one vote; for every four shares above ten, and not exceeding thirty, one vote; for every six shares above thirty, and not exceeding sixty, one vote; for every eight shares above sixty, and not exceeding one hundred, one vote; and for every ten shares above one hundred, one vote; but no person, co-partnership, or body politic, shall be entitled to a greater number than thirty votes; and after the first election, no share or shares shall confer a right of voting. which shall not have been holden three calendar months previous to the day of election. And stockholders actually resident within the United States, and none other, may vote in elections by proxy.

A part of the directors

stockholders

alone eligible a

Second. Not more than three-fourths of the directors pointed by the elected by the stockholders, and not more than four-fifths and president, of the directors appointed by the President of the United second year, States, who shall be in office at the time of an annual elecsuccessively. President al-tion, shall be elected or appointed for the next succeeding year; and no director shall hold his office more than three years out of four in succession: but the director who shall be the president at the time of an election may always be re-appointed, or re-elected, as the case may be.

ways eligible.

citizens, may

ors.

Stockholders, Third. None but a stockholder, resident citizen of the be only a p-United States, shall be a director; nor shall a director be pointed directDirect- entitled to any emoluments; but the directors may make compensation, such compensation to the president for his extraordinary president. attendance at the bank, as shall appear to them reason

ors to have no

other than the

may constitute

absence or sick

able.

Seven direc- Fourth. Not less than seven directors shall constitute a tors, including the president, board for the transaction of business, of whom the presia board. dent shall always be one, except in case of sickness or HOW his necessary absence: in which case his place may be supplace is supplied in case of plied by any other director whom he, by writing, under his hand, shall depute for that purpose. And the director so deputed may do and transact all the necessary business, belonging to the office of the president of the said corporation, during the continuance of the sickness or necessary absence of the president.

ness.