Legislative and Documentary History of the Bank of the United States

stitution as this bank was proposed to be, to reduce the capital of the bank from fifty to thirty-five millions of dollars.

Mr. CALHOUN opposed the motion with much zeal, defending the proposed amount of capital on the ground of the proposed appropriation of fifteen mil.. lions of the treasury notes for the purchase of existing stock. &c.

Mr. CUTHBERT and Mr. FORSYTH supported Mr. LOWNDES's motion, and Mr. CALHOUN replied to them.

The motion was, in the end, negatived, as follows:

For the motion,

Against it,

56,

75.

On motion of Mr. CALHOUN, an amendment was adopted to the first section of the bill, changing the times of subscription to conform it to the intimations he had before given.

On motion of the delegate from Missouri, the town of St. Louis was inserted as one of those at which subscriptions should be received, and J. B. C. Lucas, Alexander Stuart, and Bernard Pratt, named as commissioners; and, on motion of Mr. Fisk, of Vermont, Windsor, in that State, was also inserted, and Elias Lyman, Wm. Levering, and Eleazer May, named as commissioners. Various other amendments were proposed to the bill, some of which were adopted and some rejected.

At length the committee rose and reported the bill as amended.

The bill having been so interleaved and interlined with amendments by the committee of the whole, that the Clerk himself could scarcely arrange them, or the Speaker state them to the House,

It was ordered to lie on the table, and be printed as amended.

[The amended bill to incorporate the subscribers to the Bank of the United States of America.]

year

Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That a Bank of the United States of America shall be established, the capital stock of which shall be fifty millions of dollars, and no more, divided into five hundred thousand shares, of one hundred dollars each share, and that subscriptions and payments towards constituting the said capital stock shall be opened and made on the two last days of January next, Sundays excepted, of each succeeding month of the one thousand eight hundred and fifteen, till the whole amount subscribed and paid shall equal the sum of fifty millions of dollars, aforesaid, the sum subscribed to be paid at the time of subscribing, at the following places, viz: at Hallowell, in Maine; Portsmouth, in New Hampshire; Windsor, in Vermont; Boston; New York; New Brunswick, in New Jersey; Philadelphia; Baltimore; City of Washington; Richmond; Raleigh; Charleston; Savannah; Lexington, in the State of Kentucky; Nashville, in the State of Tennessee; Chillicothe, in the State of Ohio; New Orleans and St. Louis, in the Territory of Missouri, under the superintendence of the following persons, as commissioners to receive the same: at Hallowell, Benjamin Dearborn, Joshua Gage, and Peter Grant; at Portsmouth, in New Hampshire, John Goddard, Nathaniel A. Haven, Nathaniel Gilman; at Windsor, in Vermont, Elias Lyman, William Leverett, and Eleazar May; at Boston, James Lloyd, Thomas Handyside Perkins, William Gray, William Eustis, and Samuel Brown; at New York, Isaac Lawrence, John Hone, General John Smith, Isaac Bronson, and Theron Rudd; at New Brunswick, James Vanderpool, John Bray, and Peter Gordon; at Philadelphia, Jared Ingersoll, Anthony Taylor, Thomas M. Willing, Stephen Girard, Chandler Price; at Baltimore, Henry Pason, William Cooke, William Wilson; at the City of Washington, Robert Brent, Walter Smith, and Thomas Swann; at Richmond, Benjamin Hatcher, John Brokenborough, John Preston; at Raleigh, Sherwood Haywood, Beverly Daniel, and William Peace; at Charleston, John C. Faber, John Potter, James Carson; at Savannah, John Bolton, Charles Harris, and James Johnson; at Lexington;

in Kentucky, Charles Wilkins, Lewis Sanders, John H. Morton; at Nashville, Tennessee, Robert Weekly, Felix Grundy, and John R. Bedford; at Chillicothe, in Ohio, Samuel Finley, Thomas James, William McFarland; at New Orleans, Dominick A. Hall, Benjamin Morgan, Paul Lanuse, Thomas L. Harmar, and William Flood; at St. Louis, in the Territory of Missouri, John B. C. Lucas, Alexander Stuart, and Bernard Pratt; which subscriptions shall continue open every day, from the time of opening the same, from ten o'clock in the forenoon until four o'clock in the afternoon; and immediately after each subscription and payment, the commissioners, or a majority of them, at the respective places aforesaid, shall cause two transcripts, or fair copies of such subscriptions to be made, one of which they shall send to the Secretary of the Treasury, one they shall retain, and the original subscriptions shall, within three days from the closing of the same, be, by the said commissioners, transmitted to the said commissioners at Philadelphia, or to one of them; and on the receipt thereof, the said commissioners at Philadelphia, or a majority of them, shall immediately thereafter convene, and proceed to take an account of the said subscriptions; and if, on adding the final subscription and payment to the sums previously subscribed and paid, more than the amount of fifty millions of dollars shall have been subscribed and paid, then the said last mentioned commissioners shall apportion the difference between the said capital stock of fifty millions of dollars, and the aggregate amount of the subscriptions and payments, preceding the final subscription and payment, among the several subscribers to the final subscription, in a just and equal ratio, according to their several and respective subscriptions: Provided, however, That such commissioners shall, by such apportionment, allow and apportion to each subscriber at least one share; and the said commissioners, after having apportioned the same as aforesaid, shall cause lists of the said apportioned subscrip tions to be made out, including in each list the apportioned subscription for the place where the original subscription was made, one of which lists shall be transmitted to the commissioners, or to one of the commissioners, under whose superintendence such subscriptions were originally made, that the subscribers may ascertain from them the number of shares apportioned to such subscribers, respectively: and if the amount of thirty millions of dollars shall not be subscribed, during the period aforesaid, at all the places aforesaid, the subscription to complete the said sum shall afterwards be, and remain open, at Philadelphia, under the superintendence of the said commissioners appointed at that place; and the subscriptions may be there made by any corporation, copartnership, or person, for any number of shares, not exceeding the amount required to complete the said sum of thirty millions of dollars.

SEC. 2. And be it further enacted, That it shall be lawful for any person, copartnership, or body politic, to subscribe for so many shares of the said capital stock of the said bank, as he, she, or they, shall think fit; and the sums respectively subscribed, shall be payable in the manner following, that is to say: six millions of dollars thereof in gold or silver coin of the United States, or in gold coin of Spain, or the dominions of Spain, at the rate of one hundred cents for every twenty-eight grains and sixty-hundredths of a grain of the actual weight thereof; or in other foreign gold or silver coin, at the several rates prescribed by the first section of an act regulating the currency of foreign coins in the United States, passed tenth day of April, one thousand eight hundred and six; and forty-four millions of dollars thereof in such gold or silver coin as aforesaid, or in treasury notes, now authorized, or to be authorized, to be issued in the year one thousand eight hundred and fifteen.

SEC. 3. And be it further enacted, That whenever and as often as any of the treasury notes shall be subscribed and paid in as aforesaid, to the said capital stock of the said bank, shall be due and payable, it shall be lawful for the Secretary of the Treasury (and he is hereby authorized and required) to pay and redeem the same, principal and interest, by causing certificates of public stock, for an equal amount, bearing an interest of six per cent. per annum, and redeemable in any sums, and at any periods, which the Government may deem fit, to be prepared and made in the usual form, and the same to be de

livered to the president and directors of the said bank, in satisfaction and dis. charge of such treasury notes.

SEC. 4. And be it further enacted, That the subscribers to the said Bank of the United States of America, their successors 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 of America;" and shall so continue until the third day of March, in the year one thousand eight hundred and thirty-five: 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 courts and places 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 and ordinances, and regulations, as they shall deem necessary and convenient for the government of the said corporation, not being contrary to the constitution and 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.

SEC. 5. And be it further enacted, That, for the management of the affairs of the said corporation, there shall be twenty-five directors, who shall be elected on the first Monday of January, in each year, by the stockholders or proprietors of the capital stock of the said corporation, and by a plurality of votes actually given, according to the scale of voting hereinafter prescribed: and the directors so duly chosen, shall be capable of serving by virtue of such choice, until the end or expiration of the first Monday in January, next ensuing the time of such election, and no longer: Provided, always, That the first election of directors shall be at the time, and for the period, hereinafter declared.

SEC. 6. And be it further enacted, That, as soon as the sum of thirteen millions two hundred thousand dollars, in such gold and silver coin as aforesaid, and in such treasury notes as aforesaid, shall have been actually received on account of the subscriptions to the said capital stock, notice thereof shall be given by the persons under whose superintendence the subscriptions shall have been made, at Philadelphia, in at least two public newspapers, printed in each of the places 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 twenty days from the time of such notification, for proceeding to the election of directors aforesaid; and it shall be lawful for such election to be then and there made. And the persons who shall be then and there chosen, as aforesaid, shall be the first directors, and shall proceed to elect one of their number president of the said corporation, and they shall be capable of serving by virtue of such choice until the expiration of the last Monday in January, next ensuing the time of making the same, and shall, forthwith, thereafter, commence the operations of the said bank, at the said city of Philadelphia: Provided always, That, in case it should at any time happen that an election of directors and president of the said corporation should not be made upon any day, when, in pursuance of this act, they ought to be made, 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 and president of the said corporation (as the case may be) in such manner as shall have been regulated by the by-laws and ordinances of the said corporation, and until such election be so made, the directors and president, for the time being, shall continue in office: And provided, also, That, 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 stockholders for the remainder of the year: 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.

SEC. 7. And be it further enacted, That the directors, for the time being, shall have power to appoint such officers, clerks, and servants, 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 of the affairs of the said corporation, as shall be described, fixed, and determined, by the laws, regulations, and ordinances, of the same.

SEC. 8. And be it further enacted, That the following rules, restrictions, limitations, and provisions, shall form and be fundamental articles of the constitution of the said corporation, to wit:

1. The number of votes to which the stockholders 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, copartnership, 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.

2. Not more than eighteen of the directors in office at the time of an annual election, shall be re-elected for the next succeeding year, and no person shall be a director more than three out of four years; but the director who shall be the president at the time of an election, may always be re-elected.

3. None but a citizen of the United States, and being a stockholder, shall be a director; and if any director shall cease to be a stockholder, he shall cease to be a director.

4. No director shall be entitled to any emolument, unless the same shall have been allowed by the stockholders at a general meeting. The stockholders shall make such compensation to the president, for his extraordinary attendance at the bank, as shall appear to them reasonable.

5. Not less than seven directors shall constitute a 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 depute for the 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.

6. A number of stockholders, not less than sixty, who, together, shall be proprietors of one thousand shares or upwards, shall have power at any time to call a general meeting of the stockholders, for purposes relative to the institution, giving at least ten weeks' notice in two public newspapers at the place where the bank is seated, and specifying in such notice the object or objects of such meeting.

7. Every cashier, or treasurer, before he enters upon the duties of his office, shall be required to give bond, with two or more sureties, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with a condition for his good behavior, and the faithful performance of his duties to the corporation.

8. The lands, tenements, and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation in relation to the convenient transacting of its business, and such as shall have been bona fide mortgaged to it by way of security,

or conveyed to it in satisfaction of debts previously contracted in the course of its dealings, or purchased at sales, upon judgments which shall have been obtained for such debts.

9. The total amount of the debts which the said corporation shall, at any time, owe, whether by bond, bill, note, or other contract, shall not exceed the sum of fifty millions of dollars, over and above the moneys then actually deposited in the bank for safe keeping, unless the contracting of any greater debt shall have been previously authorized by a law of the United States. In case of excess, the directors, under whose administration it shall happen, shall be liable for the same in their natural and private capacities; and an action of 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 of record of the United States, or either of them, 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 provision 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 said 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 so liable, by forthwith giving notice of the fact, and of their absence or dissent, to the President of the United States, and to the stockholders, at a general meeting, which they shall have power to call for that purpose.

10. The said corporation shall not, directly or indirectly, deal or trade in any thing except bills of exchange, gold or silver bullion, or in the sale of goods really and truly pledged for money lent and not redeemed in due time, or goods which shall be the produce of its lands. It shall not be at liberty to purchase any public debt whatsoever; nor shall it take more than at the rate of six per centum per annum for, or upon, its loans or discounts; but the said corporation may sell any part of the public debt whereof its stock shall be composed.

11. No loan shall be made by the said corporation for the use, or on account of the Government of the United States, to an amount exceeding three hundred thousand dollars, or of any particular State, to an amount exceeding fifty thousand dollars, or of any foreign Prince or State, unless previously authorized by a law of the United States.

12. The stock of the said corporation shall be assignable and transferable according to such rules as shall be instituted in that behalf, by the laws and ordinances of the same.

13. The bills obligatory and of credit, under the seal of the said corporation, which shall be made to any person or persons, shall be assignable by endorsement thereupon, under the hand or hands of such person or persons, and his, her, or their executors or administrators, and of his. her, or their assignee or assignees, and the executors or administrators of such 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, and his, her, or their executors or administrators, to maintain an action thereupon in his, her, or their own name or names. And the 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, although 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 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 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;

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