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SATURDAY. Augujl 31, xBoj.
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FREEDOM or the PRESS akd TRIAL bt JURY ihall. jlxmaim inviolate* Conjiitutian e/ \reorgia*
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AUGUSTA: Printed by D, DRISCOL, near the Market. [3 Dolls, per Annum.']
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[BY AUTHORITY.]
AN ACT ]
Ta Incorporate the Bank of the State of
Georgia.
[ln the House of Representatives.]
Head if. time Bth Nov, 18041 tme
loth Nov. 1804. 3 d * time z%d, Nov,
1 804. And pa (Ted.
H. HOLT, Clk,
IN SENATE
'fead if, time 254 Nov. 1804. 2 d. time
24 th, Nov. i 804. And Pefponed till
the next fcjf.on of the Legifature,
WHERE AS it is conceived that the
cflablifbment of a Rate Bank in the
city* of Savannah, will be productive of a
confidcrable advantage to the fame, and
trade and industry in general. Therefore,
be it enafted by the Senate and House of
Reprofentativcs of the state of Georgia, now
met and fitting in General Amenably, and
by the authority of the fame, That a Bank
be eflabliflied the capital flock whereof (kali
be fix hundred thousand dollars ; Provided
always, that at any time after the eftabli(h
inent of the said bank, the directors may
increase the said flock to such other amount
as they (hall think proper not exceeding one
million of dollars, divided in 6,c00 shares,
each ftiare being 100 dollars, and that fub
feriprions towards conflitnting the said flock
iiall, on the second Monday in January
next, be opened at the city of Savannah and
Augusta, under the fuperintendancs of Ed
ward Telfair, William Stephens, Charles
Harris, George Anderson, John H. Viorel,
Thomas D. Williams, Jos. A. Scott, at
Savannah, and Jolhua Meals, James Mur
ren, John Cormic, John Willfon junr. John
M‘Kcnnec, Samuel M. Smyth and Thomas
Barret, nt Augusta, or a majority of them,
which fubferiptions (hall continue open until
the wnole of the said flock, (hall have been
fubferibed ; and that it (hall be lawfull tor
any person, copartnerlhip or body politic to
fubferibe for such or so many (hares as, he,
(he or they (hall think fit, not exceeding
fifty, except as (hall be hereafter direfted,
relatively to the state of Georgia, Provided
always, ihas if the said capital flock (hall
not be filled up in flx months after the com
missioners herein appointed (hall open their
books for fubferiptions for that purpose,
that then and in that case any person, copart
ncrlhip dr body politic may fubferibe for
fach or so many (hares as he (he or they (hall
think fit, not exceeding in the whole one
hundred (hares; and provided alfe , that if
more than the capital flock (hall be fubferi
bed the surplus (hall be deduClsd from the
highest number of (hares.
Sec, 2, And be it further enaSed , That
all these who (hall become fubferibers to the
said Bank, their fucccffors and afligns, (hall
be and are hereby created and made a corpo
ration and body politic by the name and
flyle of ** The president, directors and com
pany of the Bank of the state of Georgia,”
, and by that name (hall 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, chatties
and effeifts, of what kind, nature or quality
foevcr, to an amount not exceeding in the
whole two millions of dollars, including the
amount of the capital flock of the said Bank,
and the fame to fell, grant, demise, alien
ordifpofe of; to sue and be sued, plead and
be impleaded, answer and be answered, de
fend, and be defended In courts of record or
sny other place whatsoever, and also to make
have and afe a common seal, and the fame
to break, alter and renew at their pleasure,
and also to ordain, establish and put in cxe,
cution such tye-laws, ordinances and regu,
Ln'ons as (hall seem necefiary and conveni
ent for the government of the said ccrpor?.
tion not being contrary to law or to the con
ftitntion thereof, for which purpose general
Meeting of the flock holders shall and may
be called by the diredrbrs at such time or
times as to them (hall be deemed necefiary
and generally to do and execute all and An
gular such aids, matters, and things which
t 0 jhem it (hall or may appertain to do,
fubjeft nevertheless to the rule regulations
teftriclions, limitations and provisions, here
tn after preferibed end declared.
Sec. 3, And le it further enaßed by the
authority aforefaid, that for the well order
,ng of the affairs cf the said corporation,
(hall be fifteen direßors, four of whom
(hall be appointed by the legifiature, in the
AUGUSTA CHRONICLE, _
AND
G A Z E T T E%) F THE STATE. C
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manner hereinafter mentioned; and the remain- i
ing eleven directors (hall be chosen annually,
on the second Monday in . January in ca«h
year, by the private ftock.holders or pro
prietors of the capital stock of the laid cor
poration, and by plurality of the votes act
ually given ; and who (hall be duly chosen
at any election, (hall be capable of (erring as
directors, by virtue of such choice, until
the end or expiration of the Monday next
annually ensuing the time of such election,
and no longer; and the said directors, at
their firft meeting after each eleflion, (hall
choofc one of the number as president, And
in case of the death, resignation, or abfcnce
from theftafe, or removal of a director, by
the (lock-holders, his place may be filled up
by a new choice, for the remainder of the
year. But (hould it so happen, that an e
leCtion of directors (hould not be made on the
said second Monday in January in each year
or any other day appointed by the stock
holders, the said corporation (hall not, for
that cause, be deemed to be diffolvcd, but
it (hall 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 it
case of the death, refignatian, or abfencc
from the (late, or removal of all, of either
of the directors representing the (late in said
corporation, daring the rccefsofthc legisla
ture, the vacancies (hall be filled up by
such proper person or persons as the governor
for the time being, (hall or may appoint tq
serve as director or directors of the (aid cor
poration, until a new appointment (hall or
may be made by the legifiaturc : Provided
tlwajs, and it is hereby cuaCled, that as
soon as the sum of two hundred rhoufand
dollars in gold and Giver (ball have been act
ually received, on account of the fabferip
tions to the said stock, notice thereof (hall
be given by the persons who are hereby ap
pointed to (uperintend the fame, or a major
ity of them, in at lead tw o public Gazettes,
printed in the (late of Georgia, and the said
persons (hall, at the fame time, in like man.
ner, notify a time and place within the City
of Savannah, at the distance of sixty days
from the time of such notification, tor pro
ceeding to the eleCHon of directors j and it
(hall be lawful for such -election, to be then
and there made, and the persons, who (hall
then and there be chosen, (hall be the firft
directors and (hall be capable of serving, by
virtue of such choice, until the end or expi
ration of the second Monday in January
next ensuing the time of making the fame,
and (hall forthwith thereafter commence the
operations of the said Bank, at the said Ci
ty of Savannah, ,
Sec. 4. And be it further enabled. That
the following Rules, redactions, limitations
and provisions (hall form and be funda
mental articles of the Constitution of the
said Corporation, Viz.
Rule 1 ft. The director for the time
being (hall have power to elcCt and remove
the Cashier, and such officers, clerks, and
servants, .under them, as (hall be ncceffary
for executing the business of the said corpora
tion, and allow them such corapenfation for
their services refpeCtively as (hall be reasona
ble. They (kail receive money on deposit
and pay away the fame to order, free of
expeace, difeount bills of exchange accepted,
and payable in the city of Savannah, and
notes, with two or more good names there
on, orfecured by a deposit of Bank stock,
at a rate of interest not exceeding one per
cent, difeount for sixty days. Provided,
the said bills and notes, have not more than
ninety days to run. They (hall have power
to ifi’ue notes signed by the President, and
counterligned by the cathicr, on behalf of
the said corporation, for such Aims and
with such devices as they may deem most
expedient and fafe. They (hall also be
capable of executing such other powers and
authorities as may be rcceiTary for the well
governing and ordering the affairs of the
said corporation, and of promoting its inter
ests and its credit, and of such as (hall be
authorifed by the rules thereof or by the
direction of the stock-holders.
Rule 2. In voting for direClors, and all
other questions on which ths stock-holders
may be called to give their votes, the num
ber of votes to which each stock-holder
(hall be entitled, (hall be according to the
number of (hates he fh.aH hol3 in the propor
tion following, that is to fay : for one (hate,
one vote; for two (hares, two votes; for
every two (hares above two and not ex.
ceeding eight, one vote; for every four
(hares tbeve eight and not exceeding twenty
w
0 M 0 R G1 AQ I
one vote; for every eight (hares above
twenty and not exceeding fixtyf one vote ;
for every twelve (hares above sixty, and
not exceeding one hundred, one vote. The
ftatc by the authority of the majority of
their direftors (hall be entitled to two hun
dred and forty votes, except in eleft ions for di.
reftors representing theprivateflock-holdcrs.
The manner however of votingfor thedireft.
ers, for the private ftock-holdcrs, and in all
, ocher quellipns relating to the officers of tha
said corporation, (hall, at any time be
altered by such private ftock-holdcrs, at
any public meeting, to be for that purpose
called, after two weeks notice in two public
gazettes. Provided, that at such macting
a majority of ail the private (hares of the
Bank are represented, and the holders of
two thirds of fitch (hares concur in such
alteration.
Rule 3. After the firft. clcftion, no sr
or (Hares (hall confer aSrzghc of fufirage
which (hall not Have been hclaen th|pe
calend ; r months previous to the day of
eleftion, No other than (lock-holders,
who are citizens of the United States, in
the United States or not, (hall be allowed
to vote by proxy, or other wife, provided
such proxy be a ftock-holdcr, and a citizen
of the United States.
v Rule 4, To prevent a divfior of (har o s,
in order to obtain to the person or persons
so dividing them an undue influence,, the
managers of elections (or directors (hail
sdminifter to every (lock-holder offering to
vote, the following oath; “ Yoa A. B.
do fweftr (or affirm) that the frock you now
reprefetit, is bona fide, your property,
and that no o;her person or persons is or are
concerned therein, and that you are a citizen
of the United States,” 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. dofweax (or affirm) that the (lock,
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 perfoft or persons is or are concerned
therein.” And any (lock-holder refuiing
to take such oath or affirmation, (hall not
be allowed to vote at such election.
R.ule 5. Any person or persons holding
or fubferibing for (lock in the said bank,
in the name or in trust for minors, (hall,
to all intents and purposes, relating to this
aft, be viewed and taken as holding or
fubferibing such dock, in the name or napies
ofjfuch person or persons so holding, or fabferi
bing and in voting at any meeting of llock-hul
ders, such persons (hall be entitled to vote in
such proportion only, as if the (tock of such
minor or minors was the foie and exclusive
property of the person or persons so voting.
Rule 6. A fair and eorreft lift of the
stock-holders (hall be made out, at lead
two weeks before any eleftion of direftors,
to be submitted to the infpeftion of any
stock-holder who (hall require to fee the
fame, to the end that public information
may be given to the parties concerned, of
their co-proprietors and (lock-holders.
Rule 7. No direftor of any other bank
(hall he eligible as a direftor of this corpora
tion, neither (hall any ftock-holdcr who is
not a citizen of the Unitad States be eligible
as a direftor.
Rule 8. Not more than threc-fourths of
the direftors, exclusive of the president
and the four appointed by the legislature,
(hall he eligible for the next succeeding year :
But the direftor who (hall be president at
the time- of any eleftion may always be
re-elcfted.
Rule 9. No less than fix direftors (hall
constitute a board for the tranfaftion of
business, of whom the president (hall always
be one, except in case of ficknefsor r.eceffary
absence, in which case his place may be
supplied by any other direftor whom he,
by writing under his hand, (hall nominate
for the purpose, and in default of ffich
nomination by the president, or in case of
I the fiokaefs or nectffary absence of the person
I so appointed, in either event, the board of
direftors may, by ballot, appoint a tcmpoia
ry president.
Rule 10. The direftors (hall keep fair
and regular entries in a book, to be provi
ded for that purpose, oi their proceedings,
and on any qneftion, where two direftors
(hall require ir, the yeas and nays of the
direftors voting (hall be duly infected on
their minutes, and those minutes, be at all
times on demand, produced to the ftock
holdcrs when at a general meeting, or to
the legislature or a*y committee thereof.
who (hall require the fame.
Rule n. The flock-holders (hall allow
such compensation to the president, for his
services, as may appear to them reasonable.
Rule i 2. Every cashier and other officer
appointed by the direflors, before he or
they enter on the execution of his or their
duty, (hall give bond with two or naors
fecarilics, to the fatisfaflio* of. the director a,’
in a sum to be agreed on by the board of ■'}
direflors, conditioned for his or their good,
behaviour. /
Rule 13. The proficient and calhiir dial!
take the following oath, on entering on .*
the duties of their refpeflive offices; “ that *;
they will well and faithfully difeharge the 1j
duties thereof.”
Rule 14. The'total amount of the debts
which the bank (hall at any time owe,
I including the monies then aftully depofitcd
in the bank for fafe-keeping, whether by
bond, bill, note or other contrafl, (hall
not exceed in the aggregate the sum of two
millions of dollars, Unless the contrafling
of any greaterdebts (hall have been previously
authorised by a law of this (late ; in case
of excess, the direflors under whofc admin
iftrarionit fliall happen, (hall be liable for
the fa me in their private capacities, and an aflion
of debt may in such cases be brought ngainft
them, or any of them, their, or any or
their heirs, executors or administrators, in
any court of this ftalc having jurifdiflion,
by any creditor or creditors of the fat'd
corporation, and may be profecutcd to
judgement and execution, any condition,
covenant and agreement to the contrary
notwithstanding. But this (hall not be con
strued to exempt the said corporation, or
the lands, tenements, goods or chatties of
the fame, from being also liable and chargea
ble with the said cxcefs. Such of the said
direflors who have been ahfont when the
said excess was contraflcd or created, cr
who may have difirnted from the refolurien
or afl whereby the fame was so created,
or contracted, may refpeflivcly ex
onerate themfelvcs from being so liable,
by forthwith giving notice of the fafl and
of their ahfence or diflent, to the governor
of the state, and to the (lock-holders at a
general meeting, which they (hall have
power to call for that purpose.
Rule 15. The lands, tenenjents end
hereditaments which it (hall he lawful for
the said corporation to hold, (hall be cnly
such as (hall be requiflre for its immediate
accommodation, in relation to the convcn.
lent tranfafling of its business, and such as
dial! have been bona fide mortgaged to it
byway of security, or conveyed to it in
fatisfafliun of debts contraflcd in the course
of its dealings, or purchafcd at sales upon
judgments which (hall have been obtained
for such debts.
Rult 16. The (lock of the bank (hall be
aflignable and transferable according to
such regulations as may be instituted in that
behalf by the direflors.
Rule 17, A meeting of the stock-holders
may be called at any time by the president
and direflors, or by any direflors who pro
telt against the proceedings of the bank,
and who wilhes the propriety of his di(Tent
to be confidercd by the ilock-hcldcrs, or
whenever the holders of three hundred (hares
and upwards, (hall require the fame. Pro
vided however, that no such meeting (hall
be deemed regular, unless sixty days notice
be given of the intention to call the fame,
in at lead; two public gazettes.
Rule 18. The accounts of the corpora,
tion (hall be balanced to the pft day of
June and December of every year, and u
dividend (hall be declared every half year,
ofmuch of theprefits as (hall appear to
the direflors adtifablc ; and at the expira
tion of every fourth year, from the fecord
'Monday of January next, the direflors (hall
lay before the stock-holders at a general
meeting, for their information, the amount
of Turpins profit, if any, after dedufling
lofTws and dividends.
Sec. £. And be it further enafied by the
authority aforefaid, That the said corpora
tion fhaii not he permitted to purchase or
hold an/ public debt whatever, except
what may be fubferibed hy the state as part
of the capital, and except such as may be
bona fide pledged to the said corporation
on monies loaned by if, nor (hall the said
corporation dtrcflly or indiceflly deal or trade
inany thing except bills of exchange, geld or
silver bullion, or in the sale of goods or
public (lock, really and truly pledged for
money lent, and not redeemed in due time,
or of goods which (hall be the produce of