# AN ACT, &c.

WHEREAS the General Society of Mechanics and Tradesmen of the City of New-York, together with other mechanics, tradesmen, and inhabitants of the said city, have set forth by their petition to the Legislature, that the establishment of a banking institution in the city of New-York, on an extensive scale, and upon liberal principles, would tend to the accommodation of the mechanics in general; and will be conducive to the more successful conducting of the manufacturing of said city; will revive the declining state of the Society, and enable them to be more useful to their unfortunate fellow-citizens; and will be productive of considerable advantages to trade and industry in general: Therefore,

Be it enacted by the People of the State of New-York, represented in Senate and Assembly, That Jacob Sherred, Stephen Allen, Anthony Steenback, John D. Miller, Francis Cooper, John Slidell, Gabriel Furman, Matthew L. Davis, Samuel St. John, Naphtali Judah, George Warner, John R. Murray, Jonathan Lawrence, junior, and their present and future associates, successors, and assigns, be, and they are hereby ordained, constituted, and declared to be, from and immediately after the passing of this act, and from time to time, and until the second Tuesday in April, which will be in the year of our Lord one thousand eight hundred and twenty-three, a body corporate and politic, in fact, and in name; by the style or title, of "The President, Directors, and Company of the Mechanics' Bank, in the City of New-York." And by that name they and their successors, until that day, shall, and may have continual

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succession; and shall be persons in law capable of suing and
being sued; pleading, and being impleaded; answering, and
being answered unto; defending, and being defended; in all
courts and places whatsoever, and in all manner of actions,
suits, complaints, matters, and causes whatsoever: and that
they and their successors may have a common seal, and may
change and alter the same at their pleasure; and also, that
they and their successors, by the same name and style, shall be
in law capable of purchasing, holding, and conveying any estate,
real or personal, for the use of the said Corporation. Provided
nevertheless, and it is hereby further enacted, That 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
transaction of its business, or such as shall have been bona fide
mortgaged to it, by way of security; or conveyed to it in satis-
faction of debts previously contracted in the course of its
dealings; or purchased at sales upon judgments, which shall
have been obtained for such debts. And provided further, that
it shall not be lawful for the said Corporation directly or indi-
rectly, to deal or trade in buying and selling any goods, wares,
merchandise, or commodities whatsoever, or in buying and
selling any stock, created under any act of the United States,
or any particular State, unless in selling the same, when truly
pledged by way of security for debts due to the said Corporation.
And be it further enacted, That the stock of the said Cor-
poration shall not exceed one million five hundred thousand
dollars; and that a share in the said stock shall be twenty-five
dollars. And further, that this State shall have a right to sub-
scribe any number of shares in the stock of said Corporation,
not exceeding in the whole, the sum of two hundred and fifty
thousand dollars, at any time the legislature shall by law author-
ise any person or persons for that purpose, previous to the first
day of May, one thousand eight hundred and eleven: and that
the said Bank or Company, shall loan the State the amount so
subscribed by them, if required, for three years, at the rate of
five per centum per annum. And further, that the General
Society of Mechanics and Tradesmen of the City of New-York,
shall in like manner, and on the same terms as the State, be

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permitted to subscribe for, and to hold any number of shares,
not exceeding in the whole, the sum of one hundred and fifty
thousand dollars, any law to the contrary notwithstanding.

And be it further enacted, That six hundred thousand dollars
of said stock shall be exclusively reserved for the Mechanics
and Tradesmen of this State, and that the subscriptions shall
be opened, and kept open under the direction of the President
and Directors, for at least four hours on three succeeding days,
to receive the signatures of such mechanics as may be desirous
of subscribing. And further, that the subscription to the said
capital stock for the remaining five hundred thousand dollars,
shall then be opened, and kept open until the whole shall have
been subscribed.

And be it further enacted, That the stock, property, affairs,
and concerns of the said Corporation, shall be managed and
conducted by fourteen Directors, being stockholders and citi-
zens of this State; and of which directors, the President of the
General Society of Mechanics and Tradesmen of the City of
New-York, for the time being, shall be always ex-officio one;
which Directors shall hold their offices for one year from the
second Tuesday in April in every year: and thirteen of the said
Directors shall be elected on the first Tuesday of April, in
every year, at such time of the day, and at such place within
the city of New-York, as a majority of said Directors for the
time being shall appoint. And public notice shall be given by
the said Directors not less than thirty days previous to the time
of holding the said election, by an advertisement to be inserted
in at least two of the public newspapers printed in the city of
New-York, and the said election shall be made by such of the
said stockholders of the said Corporation as shall attend for
that purpose, whether in person, or by proxy. And the number
of votes to each stockholder shall be according to the number
of shares he shall hold, in the proportions following: that is
to say, for each, and every share, not more than twenty, one
vote: for every five shares above twenty, and not exceeding
one hundred, one vote: and for every ten shares above one hun-
dred, one vote. All elections for Directors shall be by ballot;
and the thirteen persons who shall have the greatest number of
votes, shall be Directors, Provided at least seven of the thirteen

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are at the time of such election, members of the General Society of Mechanics and Tradesmen of the City of New-York, and four of the seven actually follow a mechanical profession; and if seven of the thirteen highest are not members of the said Society, then the seven members of the said Society, so voted for, at such election, having the greatest number of votes, shall be declared duly elected Directors of the said Bank; and six other persons, having the greatest number of votes, shall also be considered as duly elected Directors. And if it shall happen at any election, that two or more persons have an equal number of votes, then the said directors in office, at the time of such election, or a majority of them, shall proceed to ballot, and by a plurality of votes, determine which of the said persons, so having an equal number of votes, shall be the Director or Directors, so as to complete the whole number of Directors for the ensuing year; who shall take their seats at the board upon the second Tuesday in the same month of April, and as soon as may be thereafter, shall proceed to elect by ballot one of their number to be their President. And if any Director shall remove out of this State, or cease to be a stockholder, his office shall be considered as vacant; and whenever any vacancy or vacancies, shall happen among the Directors, by death, resignation, or otherwise, such vacancy or vacancies shall be filled for the remainder of the year in which they shall happen, by such person or persons, as the remainder of the Directors for the time being, or a majority of them, shall appoint. And until the second Tuesday of April, one thousand eight hundred and eleven, Jacob Sherred, Stephen Allen, Anthony Steenback, John D. Miller, Francis Cooper, John Slidell, Gabriel Furman, Matthew L. Davis, Samuel St. John, Naphtali Judah, George Warner, John R. Murray, and Jonathan Lawrence, junior, shall be the Directors of the said Corporation; and at their first meeting, they shall proceed to appoint their President. And further, that the State shall be entitled to two additional Directors in the said Bank, which Directors shall be appointed, or selected in such way, as shall at any time hereafter be prescribed by the legislature.

*And be it further enacted, That in case it should at any time happen, that an election of Directors should not be made on*

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any day, when pursuant to this act, it ought to have been made, the said Corporation shall not, for that cause, be deemed to be dissolved; but it shall, and may be lawful to hold such election on such other day, and in such other manner, as shall be prescribed by the bye-laws and ordinances of the said Corporation.

*And be it further enacted, That a majority of the Directors for the time being, shall form a board or quorum, for transacting all the business of the said Corporation, and shall have power to make and prescribe such bye-laws, rules, and regulations, not repugnant to the Constitution or laws of the United States, or of this State, as to them shall appear needful and proper, touching the subscriptions of shares, allowed in, and by the third section of this act, and touching the management and disposition of the stock, property, estate, and effects of the said Corporation; the duties and conduct of the officers, clerks, and servants employed therein; the election of Directors, and all such other matters as appertain to the concerns of the institution; and shall also have power to appoint so many officers, clerks, and servants, for carrying on the said business, and with such salaries and allowances as to them shall seem meet.*

*And be it further enacted, That no transfer of stock shall be valid or effectual, until such transfer shall be entered or registered in a book or books, to be kept for that purpose by the Directors. And further, that no transfer or transfers whatever, shall take place, before ALL THE CAPITAL STOCK of said Corporation shall have become half shares; and that the first transfer made, shall be by the original subscriber, in proper person, unless in the event of death, or incapacity to attend; and in such case by his legal representative or agent. But that no power given previous to the said capital stock being completed as half shares, shall be deemed valid for the purpose of transfer.*

*And be it further enacted, That the total amount of debts which the said Corporation shall at any time owe, whether by bond, bill, or note, or other contract, over and above the specie actually deposited in the Bank, shall not exceed three times the sum of the capital stock subscribed, and actually paid into the said Bank; and in case of such excess, the Directors under whose administration it shall happen, shall be liable for the same in their*

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separate and private capacities. But this shall not be construed to exempt the said Corporation, or any estate, real, or personal, which they may hold as a body corporate, from also being liable for, and charged with such excess, but such of the said Directors who shall have been absent, when the said excess was contracted, or who may have dissented from the resolutions, or act whereby the same was so contracted, shall not be liable.

*And be it further enacted, That the bills obligatory, and of credit, under the seal of said Corporation, which shall be made to any person whatever, shall be assignable by indorsement thereupon, under the hand of such person or his assignee; so as absolutely to transfer and vest the property thereof in such assignee, and to enable such assignee to bring and maintain an action thereupon in his own name. And all bills or notes which may be issued by order of the said Corporation, for the payment of money to any person whatever, or his order, or to bearer, though not under the seal of said Corporation, shall be binding and obligatory upon the said Corporation, in like manner and with the like force and effect, as upon any private person, if made by him, and shall be assignable and negotiable in like manner, as if made by such private person.*

*And be it further enacted, That the Bank of the said Corporation shall be established and kept, and the business thereof at all times hereafter conducted in the city of New-York, and not elsewhere.*

*And be it further enacted, That it shall be lawful for the said Directors to call and demand from the stockholders respectively, all such sums of money by them subscribed, or to be subscribed, at such times, and in such proportions as they shall see fit, under pain of forfeiture of their shares, and all previous payments thereon, to the said President, Directors, and Company.*

*And be it further enacted, That this act be, and it is hereby declared to be a public act, and that the same be construed in all courts and places, benignly and favourably, for all beneficial purposes therein mentioned.*