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are to be cho

of January annually, (after the firft Election) by a Majority of naged by nine Votes given by the Stockholders at a General Meeting; and the directors, who Directors at their firft Meeting after each Election, fhall choofe fea by ballot, one of their Number for Prefident; all Elections for Directors &c. shall be by ballot; and in case of the Death or Refignation of any Director, his Place may be supplied by a new Choice for the Remainder of the Year; provided a Majority of the Directors judge it requifite,

Method of vo

ting regula

III, All Stockholders fhall be entitled to Vote by themselves, or by their Agents duly appointed; and the Number of Votes to ted which each Stockholder fhall be entitled, fhall be according to his Number of Shares.

IV. None but Stockholders fhall be eligible as Directors, and not less than two Thirds of the Directors fhall be actually refident what perfons in Middletown; nor fhall more than three Fourths of the Direc- are eligible as tors in Office, exclufive of the Prefident, be eligible as Directors directors, &c. the next fucceeding Year; but the Director who fhall be Prefident at any Election, may always be elected a Director. And twenty Days previous to an Election, or a General Meeting of the Stockholders, public Notice thereof fhall be given by Order of the Directors, in a Newspaper published in Middletown, and in fuch other Place, or Places, as fhall be judged expedient by the Directors.

V. Not less than three Directors fhall conftitute a Board for Quorum of di. the tranfaction of Business, and no Director fhall be entitled to a- rectors. ny Emoluments for his Attendance on the Business of the Bank, unless the same shall have been allowed by the Stockholders at a General Meeting, except the Prefident, who fhall receive fuch Compenfation for his extraordinary Attendance at the Bank, as the Directors fhall judge to be reasonable.

Compenfation

VI. Every Cafhier, Treasurer, or Clerk, employed in the Bank, Cafhier, &c.to fhall, before entering on the Duties of his Office, give Bond, with give bond. two or more Sureties, to the Satisfaction of the Directors, in fuch Sum as the Directors fhall order, conditioned for the faithful Dif

charge of his Trust.

VII. Dividends fhall be made, at least once in each Year, of Dividends to fo much of the Profits of the Bank as fhall appear advifeable to be made. the Directors; and whenever thereto required, they shall make known the State of the Bank to the Stockholders at a General Meeting.

Bills or Notes

VIII. The Bills or Notes iffued by the Corporation, being figned by the Prefident, and counterfigned by the Cafhier, or Treafu- figned by the rer thereof, promifing the Payment of Money to any Perfon, or Prefident and Perfons, his, her, or their Order, or to the Bearer, fhall be oblig- counterfigned atory on the Corporation, and payable on Demand; and all fuch by the Cashier Bills or Notes, fhall be affignable and negotiable according to the to he binding en the corpeCustom of Merchants, and the Laws relating to inland Bills of ration. Exchange; and all Notes in Writing given for the Payment of Money only, which shall be made and figned after the first Day of January, A. D. 1796, by any Perfon, or Perfons, or by his, her, or their Servant, or Agent, ufually intrusted by him, her, or them

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Notes indorfed to fign fuch promifory Notes for him, her or them, the fame beto the corpora ing made payable to any Perfon, or Perfons, his, her, or their Ortion to be ne- der, or to the Bearer, and indorfed over to the Corporation, fhall gotiable.

limited.

be affignable and negotiable in the fame manner as inland Bills of Exchange are, or may be, according to the Cuftom of Merchants; and faid Corporation to which the fame may be indorfed, fhall and may maintain Action thereupon for the Money promised in fuch Notes, against the Perfon or Perfons, who, or whofe Servant, or Agent as aforefaid, fhall have figned the fame, or against any of the Perfons who fhall have indorfed the fame, in like Manner as in cafe of inland Bills of Exchange.

Amount of the 3. And be it further enacted, That the capital Stock of faid Bank, capital ftock fhall not exceed One Hundred Thousand Dollars, unless a General Meeting of the Stockholders should hereafter judge the increase of Trade to require an addition thereto; in which cafe a new fubfcription may be opened for enlarging the capital of faid Bank to fuch Amount as they deem expedient, not exceeding Four Hundred Thousand Dollars. The Stockholders in a GenePart of it may ral Meeting may alfo, at their Difcretion, order part, not exceedbe vefted inthe ing one half of the Stock, to be vested in the funded Debt of the debt of the U- United States, eftimating at Par that Part of the Debt which bears nited States. an accruing interest of fix per Centum per Annum.

50 per cent, &c.

the first pay

ments, &c.

4. And be it further enacted, That the Debts of faid Corporation, Debts of the corporation whether by Bond, Bill or Note, fhall not at any Time exceed fifty not to exceed per Cent over and above the total Amount of its capital Stock, and of the Monies actually depofited in the Bank for fafe keeping. 5. And be it further enacted, That Subfcriptions towards conftituting the capital Stock of faid Bank, fhall be opened at MidFerfons autho- dletown under the Superintendance of Chauncey Whittlefey, rized to receive Efq. and Meffrs. Arthur Magill, Lemuel Storrs, and Nehemiah Hubbard, jun. or any three of them; who are likewife hereby and call the authorised to Receive the first Payments, as well as to appoint first meeting the time for making the fame, and to call the firft Meeting of the of the ftock- Stockholders for choofing Directors. The Subfcription fhall be choofing Di- payable in four equal parts, at the Distance of three Calendar Months from each other, unleís the Directors fhould think proper to fufpend the laft two Payments, or any Part thereof; and on each Share fubfcribed for, there fhall be paid at the time of Subfcribing, the Sum of Five Dollars, to be accounted part of the first Subfcription Payment; in cafe of failure to complete fuch firft Payment by the to be paid in Time appointed, faid Sum shall be forfeited to the Bank, and the four equal Subfcription fhall be void; and in cafe of failure to make any Subfequent Payment, the Party failing fhall lofe the Benefit of any Dividend accruing during the time fuch Payment shall have been delayed.

holders for

rectors.

parts.

Provifo.

6. Provided always, and it is hereby further enacted, and declared, That this Act, or any Part thereof, may be repealed by the Gene. ral Affembly, whenever fuch Repeal fhall be expedient.

New-Haven Bank.

An Act to Incorporate the New-Haven Bank.

B

[ENACTED IN OCTOBER, 1792.]

47

450.

ration.

PAR. 1. E it enacted by the Governor and Council, and Houfe of Subfcribers & Reprefentatives, in General Court affembled, That fucceffors &c. the Subfcribers to the New-Haven Bank, their Succeffors and made a corpoAffigns, fhall be, and are hereby created and made a Corporation, and Body Politick by the Name and Stile of the Prefident, Directors and Company, of the New-Haven Bank; and by that Name fhall be, and are hereby made capable in Law to have, purchase, to purchase c Made capable receive, poffefs, and enjoy, to them and their Succeffors, Lands, and the fame Rents, Tenements, Hereditaments, Goods, Chattles, and effects of to fell, &c. what kind or quality foever; and the fame to fell, grant and power to fue & aliene; to fue and be fued, plead and be impleaded, defend and be fued, &c. be defended, in all Courts of this State, or other Place whatso And also, to have and use a common Seal, and the fame to To have a com break, and afterwards renew at their Pleasure. And alfo to Ofdain and put in Execution fuch Bye Laws and Regulations as To ordain, ef fhall be deemed neceffary and convenient, for the well ordering tablish, and and governing faid Corporation, not being contrary to this Char- put in executer, and the Laws of this State, or of the United States; and to tion By-Laws. do and execute all and fingular Acts, matters and things, which to them fhall or may appertain to do, fubject to the Rules, Restrictions and Provifions, herein after prefcribed.

ever.

mon feal.

2. The Capital Stock of faid Bank, fhall confift of One Hun-Capital Atock dred Thousand Dollars, to be divided into Five Hundred Shares, fo confift of of Two Hundred Dollars each: That no perfon, Copartnership, one hundred or Body Politick, fhall fubfcribe, or at any Time hold more than thousand dol Sixty Shares.

lars.

3. That for the well Ordering the Affairs of faid Corporation, Nine Directors there fhall be Nine Directors, chofen on the first Thurfday of Ju- to be chofen, ly, annually (after the firft Election) by the greatest Number of &c. Votes given by the Stockholders of faid Bank at a General Meet

ing; and thofe who fhall be duly chofen at any Election, shall

be capable of ferving as Directors, until the Expiration of the firft Directors to Thursday of July next enfuing fuch Election; and the Directors, choofe a Prefie at their first Meeting after fuch Election, fhall choose one of their dent. Number for a Prefident.

Number of

votes each ftockholder

4. The Number of Votes each Stockholder fhall be entitled to, in the Choice of Directors, or any other Bufinels refpecting the Conftitution, fhall be according to the Number of Shares he thall hold, in the following Proportion, viz.-For one Share and not more than two Shares, one Vote; for every two Shares above two Shares, and not exceeding ten Shares, one Vote; for every four fhall be enti Shares above ten, and not exceeding thirty Shares, one Vote; tled to. and for every fix Shares above thirty, one Vote; but no Perfon, Copartnership, or Body Politick, fhall be entitled to a greater Number than fifteen Votes,

Stockholders to vote by

5. All Stockholders fhall be entitled to vote by themselves, or themselves as their Agents duly appointed; none but Stockholders fhall be agents.

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holders to be directors.

None but stock eligible as Directors; and not lefs than two thirds of the Directors fhall be actually refident in the City of New-Haven; and public Notice fhall be given by Order of the Directors, twenty Days previous to holding an Election, or General Meeting of the Stockholders, in a Newspaper Published in faid City, and in fuch other Places as the Directors fhall judge neceffary; not more than No more than three fourths of the Directors in Office, exclufive of the Prefident, three fourths fhall be eligible as Directors the next fucceeding Year; but the hall be eligi- Director who fhall be Prefident at any Election, may always be elected a Director.

ble as directors

6. In cafe of the Death or Refignation of a Director, his Place Directors place may be filled. may be filled by a new Choice for the remainder of the Year, provided a Majority of the Directors judge it neceffary. All Elections for Directors, fhall be by Ballot, and the Nine Persons who fhall have at any Election, the greatest Number of Votes, fhall be declared to be duly elected.

Directors to appoint offieers, &c.

7. The Directors for the time being, fhall have Power to Appoint fuch Officers, Clerks and Servants, as they fhall judge neceffary, and fhall be capable of Executing fuch other Powers for the well Ordering and Governing the Affairs of the Bank, as fhall be determined by the Regulations of the Stockholders; but no Director fhall be entitled to any Emolument, unless the same shall be ordered by the Stockholders at a General Meeting, except the Prefident, who fhall receive fuch Compenfation for his extra attendance at the Bank, as the Directors fhall judge reasonable. 8. Not less than three Directors fhall conftitute a Board for Not lefs than three directors tranfacting the Business of the Bank, of whom the President shall to conftitute a always be one, except in cafe of Sickness or neceffary Absence, board, &c. in which cafe the Directors prefent fhall fupply his place, by electing one of their Number as Prefident for the occafion.

Directors to determine the manner of doing bufinefs.

9. The Directors, by a Majority of Votes, fhall determine the manner of doing Bufinefs, and the Rules to be prefcribed; fhall difpofe of, and manage the Money and Credit of the Bank, for the Intereft of the Proprietors; and fhall at the end of the first Year, and once in fix Months afterwards, make fuch Dividends of the Profits as they fhall think proper, Provided that they shall Directors once in no inftance do any Act contrary to the Regulations of the Stockin two years to holders; and the Directors fhall once in two Years lay before the lay before the General Meeting of the Stockholders, for their Information, a ftockholders a Statement of the Debts which fhall remaim unpaid after the Expiration of the original Credits, and the furplus of Profits, if any be after deducting Loffes and Dividends..

ftatemeut of

debts, &c.

Corporation 10. The Corporation fhall not Trade in any thing except Bills not to trade in of Exchange, Gold or Silver Bullion, or in fale of Goods pledged any thing ex- for Money lent and not redeemed in due time, or in Lands taken for cept Bills of Debts previously contracted; nor fhall the Corporation take more Echange, &c. than at the rate of fix per Cent per annum, for or upon its Loans. 11. The Stock of said Corporation fhall be affignable and tranfferrable according to fuch Rules as fhall be Inftituted by the Laws

Stocks to be af-
Agnable, &s.

of the lame,

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and counter

12. The Bills or Notes iffued by faid Corporation, figned by Bills figned by the Prefident, and counterfigned by the Cafhier, or Treafurer the Prefident thereof, promifing the Payment of Money to any Perfon or, Per- figned by fons, his, her, or their Order, or to their Bearer, fhall be binding Cahier to and obligatory on faid Corporation, and payable on Demand; and be binding on the Corpora all fuch Bills and Notes fhall be affignable and negotiable, accor- tion. ding to the cuftom of Merchants, and the Laws relating to Inland Bills of Exchange; and all Notes in Writing which shall be made and figned after the first Day of December next, by any Perfon or Perfons, his, her, or their Servants or Agent, who is ufually entrufted by him, her, or them, to fign fuch Promiffory Notes, for him, her, or them, faid Notes being given for the Payment of Money only, and made payable to any Perfon or Perfons, his or their Order, or to the Bearer, and indorfed over to faid Corpora- ble and negotion, fhall be affignable or indorfeable over in the fame manner as ciatable acInland Bills of Exchange, are or may be according to the custom cording to the of Merchants; and faid Corporation to which the fame may be customs of indorsed, shall and may maintain their Action thereupon, for the Money promised in faid Nõtes, against the Perfon, who or whofe Agent as aforefaid, fhall fign the fame; or any of the Perfons who shall indorse the fame in like Manner as in case of Inland Bills of Exchange.

Bills affigna

Merchants.

Cashier,

13. Every Cafhier, Treafurer or Clerk, employed in faid Bank, fhall before he enters on the Duties of his Office, give Bond with Treasurer, or two or more Sureties, to the Satisfaction of the Directors, in a Sum Clerk to give not less than Five Thouland Dollars for the Cathier, and not lefs bond. than One Thoufand for a Clerk, conditioned for the faithful difcharge of his Truft.

Perfons au

14. David Auftin, Ifaac Burr, and Elias Shipman, Efquires, are Authorised to open a Subfcription for the Capital of faid Bank, thorifed to o at fuch Time and Place as they fhall think beft, receive the firit. pen a fubDepofits; and after faid Sabfcription to call a Meeting of the fcription. Stockholders to choose Directors. Five per cent on the Suni fubfcribed, fhall be paid at the Time of fubfcribing; Twenty Money when per Cent on each Share fhall be paid Sixty Days after faid Sub- paid in. fcription; Twenty-five per Cent Six Months after the Time of the Second Payment; and the Refidue in Six Months after the Time of the Third Payment. If there fhall be a failure in the Second Payment of any Sum fubfcribed by any Perfon, Copartner

ment.

fhip, or Body Politick, the Party failing, thall forfeit to the Bank Forfeiture for the Sum by him, her or them, previoufly paid; and if there fhould delay of paybe a failure in any fubfequent Payment, the Party failing fhall forfeit to the Bank, his, her, or their Share of the Dividend, during fuch delay-Provided, that in cafe the Directors fhall judge it Expedient, they are hereby authorifed to fufpend the two laft Provifo. Payments, or either of them for fuch Time as they may think Proper, giving Sixty Days notice previous to the Time herein fixed for fuch Payment. And the Subfcribers fhall be held to make punual Payment at fuch Period or Periods, as fhall be determined by the Directors, having Sixty Days Notice of the Time on

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