JOHN H. STONE, Efquire, Governor.

1795.

and ordinances of the faid corporation; and in cafe of the death, refignation, ab-
fence from the United States, or removal of a director by the ftockholders; his
place may be filled up by a new choice for the remainder of the year.

CHAP.

XXVII.

IX. And be it enacted, That the commiffioners aforefaid fhall immediately
provide, in the faid town of Baltimore, a proper houfe for carrying on the bufi-

nefs of the bank, together with all neceffary paper, ftationary, vaults and uten-
fils, fuitable to the fame, fo that as foon as the directors are chofen, the operati-
ons of the bank may be immediately, and without lofs of time, entered upon and
carried into effect.

Commiffion-

ers to provide
a houfe, &c.

X. And be it enacted, That any perfon or party failing to pay the firft third
part of his firft inftalment at the time fixed on to the commiffioners aforefaid,
he or they are hereby declared to have forfeited all right and title to his or their
fubfcription for fuch fhare or fhares on which fuch payment fhall be omitted to
be made as aforefaid, and the commiffioners fhall open the fhares, fo forfeited,
for fubfcription upon original terms, to any perfon defirous to fubfcribe, and who
fhall pay to the faid commiffioners the one third part of the firft inftalment of
the fhares fo by them fubfcribed, which fubfcription and payment fhall entitle
them to all the benefits and privileges, and fubject them to all the regulations, of
original fubfcribers,

XI. And be it enacted, That the directors for the time being fhall have power

to appoint fuch officers, clerks and fervants, under them, as fhall be neceffary
for executing the bufinefs of the faid corporation, and to allow them fuch com-
penfation for their fervices refpectively as fhall be reafonable, and fhall be capa-
ble of exercifing fuch other powers and authorities, for the well governing and
ordering of the affairs of the faid corporation, as fhall be defcribed, fixed and de-
termined, by the laws, regulations and ordinances of the fame.

Penalty on
perfons fail-
ing to pay,

&c.

Directors to
appoint offi-

cers, &c.

XII. And be it enacted, That the following rules, reftrictions, limitations and
provifions, fhall form and be fundamental articles of the constitution of the faid
corporation, viz. 1. The number of votes to which each ftockholder fhall be
entitled, fhall be according to the number of fhares he fhall hold, in the propor-
tions following; that is to fay, for one fhare, and not more than two fhares, one
vote; for every two fhares above two, and not exceeding ten, one vote; for eve-
ry four fhares above, ten, and not exceeding thirty, one vote; for every fix: fhares
above thirty, and not exceeding fixty, one vote; for every eight fhares above fix-
ty, and not exceeding one hundred, one vote; but no perfon, or body politic,
fhall be entitled to a greater number than thirty votes; and after the firft election
no fhare or fhares fhall confer a right of fuffrage which fhall not have been hol-
den three calendar months previous to the day of election; ftockholders actually
refident within the United States, and none other, may vote in elections by
proxy. 2. Not more than two thirds of the directors in office, exclufive of the
prefident, fhall be eligible for the next fucceeding year, but the director who
fhall be prefident at the time of an election may always be re-elected. 3. None
but a ftockholder, except in the cafe of directors chofen by the ftate, being a ci-
tizen of the United States, fhall be eligible as a director; no director of any other
bank fhall be at the fame time a director of this bank; half yearly dividends fhall
be made to the ftockholders of fo much of the profits of the bank as fhall appear
to the directors advifable; and once in every year the directors fhall lay before
the ftockholders, at a general meeting, for their information, an exact and parti-
cular ftatement of the debts which fhall have remained unpaid after the expira-
tion of the original credit, and of the furplus of profit, if any, after deducting
loffes and dividend. 4. No director fhall be entitled to any emolument, unlefs
the fame fhall have been allowed by the ftockholders at a general meeting: The
ftockholders fhall make fuch compenfation to the president for his extraordinary
attendance at the bank as fhall appear to them reafonable. 5. Not lefs than nine
directors fhall conftitute a board for the tranfaction of bufinefs, of whom the pre-
fident fhall always be one, except in cafe of ficknefs or neceffary abfence, in
which cafe his place may be fupplied by any other director whom he, by writing

Fundamental

articles.