# United States Statutes at Large/Volume 2/11th Congress/3rd Session/Chapter 15

Chap. XV.—An Act concerning the Bank of Alexandria.
Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled, That the corporation heretofore created by the name and style of the President, Directors and ​Company of the Bank of Alexandria, by an act of the legislature of the commonwealth of Virginia, passed in the year seventeen hundred and ninety-two, entituled “An act for establishing a bank in the town of Alexandria;” the capital stock of which said bank hath been increased to five hundred thousand dollars; and which said corporation was, by an act of the said commonwealth, passed in the year eighteen hundred and one, continued until the fourth day of March, eighteen hundred and eleven, be,Corporation of Alexandria bank continued. and the said corporation shall, by the name and style aforesaid, be further continued from the fourth day of March next, until the fourth day of March, eighteen hundred and twenty-one, subject to the regulations prescribed by and made in the manner provided by this act.
Powers of the corporation.Sec. 2. And be it further enacted, That the said corporation shall, by the name and style of the President, Directors and Company of the Bank of Alexandria, be capable in law to hold, have and purchase, receive, possess, enjoy and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels and effects, of what kind, nature or quality soever; and the same to grant, demise, alien or dispose of; and, by the name aforesaid, may sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in any court of record, within the United States; and may do and execute every other matter and thing by the name aforesaid, that they are authorized to do by virtue of this act:Limitation of the amount of real estate held by the bank. The bank not to purchase any goods, &c. unless sold on judgments obtained by the bank, &c. Provided always, that the lands, tenements and hereditaments, which it shall be lawful for the President, Directors and Company to hold, shall be only such as shall be requisite for their immediate accommodation, in relation to the convenient transacting their business, and such as shall have been bona fide mortgaged to them by way of security, or conveyed to them in satisfaction for debts previously contracted in the course of their dealings: Provided also, that the president and directors shall not purchase any goods, chattels or effects, unless such as are sold by virtue of an execution, upon judgments obtained by them, except such articles as may be necessary for them in transacting the business of the bank; but it shall be lawful for them to receive and hold such securities, goods, chattels and effects, by way of deposit for advances made by them to any person or persons, and, on failure of payment, the same to sell and dispose of at public sale.
Capital stock.Sec. 3. And be it further enacted, That the capital stock of the said bank shall consist of five hundred thousand dollars, in shares of two hundred dollars each.
Votes, how apportioned.Sec. 4. And be it further enacted, That every stockholder shall be entitled to vote by himself, his agent or proxy, appointed under his hand and seal, at all elections, in virtue of this act; and shall have as many votes as he has shares, as far as ten shares, and not more than one vote for every five shares thereafter; and every stockholder may sell and transfer his stock in the bank, or any part thereof, at his pleasure, not being less than one complete share or shares; the transfer to be made in the bank books, in the presence, and with the approbation of the proprietor or his lawful attorney, and the purchaser then to be entitled to all the rights which the original proprietor enjoyed.
Sec. 5. And be it further enacted, That a meeting of the stockholders, ​Elections, when to be held.at the town of Alexandria, shall be held annually, on the third Monday of January, in every year, during the continuance of this act; previous notice thereof shall be published in some newspaper, printed in Alexandria, Richmond, Winchester, or the city of Washington, for the space of four weeks successively; and the stockholders, assembled in consequence of such notice, shall choose by ballot, from among themselves, by a majority of votes of such as shall be present, or by proxy, nine directors, being citizens of the United States, for the term of one year thereafter; and on the same day annually, for and during the continuance of this act, a like election shall be made; and in case of refusal, death, resignation, disqualification or removal out of the district of Columbia, of any director, the remaining directors, at their next meeting thereafter, shall elect by ballot another person, qualified as aforesaid, in his place, for the residue of the year.Proceedings of the directors. The directors or any seven of them, shall, at their first meeting after every general election, elect by a majority of members present, by ballot, from among the stockholders, a president, who shall, whether a director or not, be thereupon entitled to all the powers and privileges of one; and if he was before a director, another director shall be elected as aforesaid, so as to keep up the number of directors, prescribed by this act, exclusive of the president; and in case of refusal, death, resignation or removal out of the district aforesaid, of the president, the directors shall meet as soon as conveniently can be thereafter, and elect another person for president, in manner before directed.
Quarterly and other meetings of the directors.Sec. 6. And be it further enacted, That there be a meeting of the directors quarterly, for the purpose of regulating the affairs of the bank, any five of whom shall make a board; and that the board have power to adjourn from time to time; and the president, or any three of the directors, may call a special meeting at any other time they may think necessary.
Powers of the directors.Sec. 7. And be it further enacted, That the board of directors shall determine the manner of doing business, and the rules and forms to be pursued; appoint and pay the various officers which they may find necessary; and dispose of the money and credit of the bank, at a rate not exceeding six per centum per annum; and make half yearly dividends of the profits, or of such part thereof, as they may think prudent.
Number of votes necessary to the appointment of a cashier.Sec. 8. And be it further enacted, That in the appointment of cashier of the said bank, a majority of the votes of seven directors shall be necessary to a choice.
A committee of three directors to be appointed at quarterly meetings to examine the cash accounts.Sec. 9. And be it further enacted, That the board shall, at every quarterly meeting, choose three directors, to inspect the business of the bank, for the ensuing three months; and the inspectors so chosen, or any two of them, shall, on the evening of every Saturday, examine into the state of the cash account, and all the notes received and issued; and see that those accounts are regularly balanced and transferred.
Any director, officer or other person committing frauds in the bank may be prosecuted.Sec. 10. And be it further enacted, That any director, officer or other person, holding any share or capital of the said stock, who shall commit any fraud or embezzlement, touching the money or property of the said bank, shall be liable to be prosecuted in the name of the United States, by indictment for the same, in any court of law, in the district wherein the offence shall be committed; and, upon conviction thereof, shall, besides the remedy that may be had by action, in the name of the President, Directors and Company of the Bank of Alexandria, for the fraud aforesaid, forfeit all his share and stock in the said bank to the company.
Amount authorized to be loanedSec. 11. And be it further enacted, That it shall not be lawful for the bank hereby incorporated to loan by discount or otherwise more than twice the amount of its capital stock actually paid in.
Sec. 12. And be it further enacted, That no stockholder or member ​Stockholders only to be answerable for the amount of their stock. Exception.of the said company shall be answerable for any loss, deficiencies or failure of the capital stock of said bank, for any more or larger sum or sums of money whatsoever, than the amount of the stock, stocks or shares, which shall appear by the books of the said company to belong to him at the time or times when such loss or losses shall be sustained, except as is hereafter excepted, that is to say: if the total amount of debts, which the said company shall at any time owe, whether by bond, bill, note or other contract, shall exceed double the amount of capital stock of the said bank actually paid in, over and above the monies actually deposited in the bank for safe keeping, then in case of such excess, the directors under whose administration it shall happen, shall be liable for such excess, in their natural and private capacities; and an action or actions of debt may be brought against them, or any of them, their heirs, executors or administrators, in any court of record within the United States by any creditor or creditors of the said company, and may be prosecuted to judgment and execution, any condition, covenant or agreement to the contrary notwithstanding; but this shall not be construed to exempt the said body politic or the lands, tenements, goods and chattels of the same, from being liable for, and chargeable with the said excess. Such of the directors who may have been absent when the said excess was contracted or created,Directors absent when the resolution or act by which the debts of the bank was created, how to exonerate themselves. 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 his absence or dissent, to the mayor of the town of Alexandria, for the time being, and to the stockholders, at a general meeting which he or they shall have power to call for that purpose. And in case the directors, by whose act such excess shall be occasioned, shall not have property sufficient to pay the amount of such excess, then and every stockholder shall be liable in their private capacities for the deficiency, in proportion to their respective shares in the said bank.
No note for a smaller sum than five dollars to be issued. Reports to be made to Secretary of the Treasury.Sec. 13. And be it further enacted, That the president and directors shall not issue any note for a smaller sum than five dollars; and the president and directors shall, once in every year, lay before the Secretary of the Treasury an account, truly stating the situation of the bank, and its funds, if required.
Directors, &c. &c. entitled to no emolument but by a vote of the stockholders.Sec. 14. And be it further enacted, That no director shall be entitled to any emolument, unless the same shall have been allowed by a majority of the stockholders at a general meeting. The directors shall make such compensation to the president, for his extraordinary services and attendance at the bank as shall appear to them reasonable.
Residents of the district of Columbia only eligible as president or director.Sec. 15. And be it further enacted, That none but a stockholder, being a resident of the district of Columbia, shall be eligible as a president or director.
Treasurer or cashier to give bond, &c. &c.Sec. 16. And be it further enacted, That every cashier or treasurer, before he enters upon the duties of his office, shall give bond with two or more securities to the satisfaction of the directors, for his good behaviour in office.
Accidental omission to make an election, provided for.Sec. 17. And be it further enacted, That in case it shall at any time happen, that an election of directors shall not be made on any day when, pursuant to this act, it ought to be made, it shall and may be lawful on any other day to hold and make an election of directors, in such manner as shall have been regulated by the laws and ordinances of the said president and directors.
Process served upon the President sufficient.Sec. 18. And be it further enacted, That process of law, served on the president for the time being, shall be deemed sufficient service, and shall avail in like manner, as if it had been served on all the directors, to the intent and purpose of making the said corporate company responsible.
​Notes made negotiable at bank to be considered as bills of exchange.Sec. 19. And be it further enacted, That whenever any note shall be given, containing express consent in writing, that it may be negotiable at the said bank, and the same shall be endorsed, if payment be refused or neglected to be made, at the time it shall have become due, the like proceedings are to be had out of court, and suit may be prosecuted against the drawer and endorser, jointly or separately, in like manner as if the same was a bill of exchange.
Bank to be continued in Alexandria.Sec. 20. And be it further enacted, That the said bank shall continue to transact its business of discount and deposit in the county of Alexandria, in the district of Columbia.
Approved, February 15, 1811.