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Les diagrammes suivants illustrent la mAthode. 1 2 3 32X 1 2 3 4 5 6 ippHiiPP mmmmmimm UPPPipWill^WilHi mmtfimmmm REPORT OP 'f i f ; i if J- SELECT COMMITTEE TO WHICH WAS REFERRED THE SUBJECT OP THE CURRENCY. , ,j ,^| w , „, . . <>fd«red, 6y the House of Assembly, to bd Printed, (2000 copies) 15th Aprils 1835. ^irarotf to : M. REYNOLDS, . SmiNTER TO THE HON. THE HOUtB OF Af SCMBLY. t MDCCCXXXV. / % >s 0p^iiti \ \ FiUDAY, 27tli March, 1835. " Oil ^lotion of Mr. Duiiconibe of Oxford, seconded l»y Mr. Chisl\olm, •' Ordered, Tljat there be now appoiiKed by ballot, a committee of eleven members, upon the currency of this Province, with power to send for persans, papers, and do- cuments, ajid with" power to report thereon by bill or other- wi«e — and that the thirty-first rule of this House bfe dispeui^ed with, so far as relates to the same." The ballot was then proceeded in, and the foUuwing nume$ were drawn : DuNGOMME of Oxford^ KonLrN,- Thouburn, Ma(.;kenzik, Pkiiby, Wklls, Bruce, Waters, DURAND, Chisholm, and Gilchrist. — 11. * VVednesoav, 15th April, 1835. "^ On motion of Mr. D\incombc o^ Oxford, seconded by Mr. Perrv, ** Ordered, That two thousand' copies of ihe Report of the Sdocl Committee to whom was referred tlie subject of cuf- rcncy, be printed, with the motions relative thereto, inpam-^ phlet form, for the xt^fi of members — and that the Clerk do address them to the members d'urittg the recess." Truly extracted from the Journals of^ la, off the Assembly of TTpperCanHda, Friday, 27th March and Wcdnes-C d;iy, i^lh A|*ri^ 1835. J JAMEJ5 FLTZGIBBON, Clrr/c of Assemftfy^ REPORT. 1 s To the Honorahle the Commons Home of Jssfm- hly in Pro^tincud Purliamenl assembltd. The Coraniittee upon CurreQcy Reg leave to submit tlieir first report for the (Consideration of your Honorable House. That they are of opinion that an incrpase of capital and of the circulating mediuni is loudly called for and absolutely necessary in this Pro- vince for the transaction of the busineBs of ihe country, as the present Banking Establishments are altogether unable to meet the wants of ihi.-i community. Your Committee would remark, that they have investigated the subject ofCurren- cy, as established in difterent countries, and they find that in those countries where the most restrictions have been laid upon the Currency of a country, and least competition has been al- lowed, the less permanently secure the establish- ments have been, and in the s.ime proportion have the people suffered by loss of confidence in their Banks, and by unequal and improper discounts as well as frequent failures of Banks. In the neighbouring countf^,^ Ihe United States, private banking has been Restricted and prohibited by law, and the whole banking busi- of the country is done by Cho.rtered Banks, and to those Acts perhaps, more than ariy other cause can be attributed the numerous failures that have ill 1i! in 3 1 ! i il i !f; 5""". 4 Report on Banking. occurred in that country, and the fluctuations in their Currency, , In Scotland private banking has long existed and fewer failures have occurred there than in any other part of the world; their Joint Stock Banking Conipanies embrace some of the follow- ing prvndpk^ fey Which the public are quite se- cured and the institutions useful as Banks of De- posit and' circulation, ivhile the stock is above par, an^ proved to be a good investment. in that country (Scotland).there are 17 Banks iri,whic^ the number of Partners does not exceed 20 shareholders. The National Joint Stock Bank has 123$ Partners. The Commercial 521. Aberdeen Town and County 446. The Deposits in the Scotch Banks ^re said to amount to £24,000,00a Sterling, of which more than one h^fconsii^ts of sums from £10 to £200. A small interest is paid on these Deposits, and convertable into money on demand. The Scotch Banks have branches conducted by Agents at a fixid salary^ and they are. made responsible for all bad debts — weekly returns of all "^their transactions are sent to the parent Bank, and loans above ^certamliwit Bxe not permitted without prior referehce to the Direc- lors or Bill Committee of the Parent Bank. Visiting Inspectors are also occasionally em- ployed. The Provincial Bank of Ireland has branches conducted by Agefits with the additional machi- rney of local Botirds as a Check. REPORT ON BANKlffa. 5 Prior to 1759 the Bank of England had no Notes in circulation for less than £20, but in that y«ar it began to issue ten pound notes. In 1 793 the issue of £5 votea^ commenced. In 1797, after the Bank restriction Act had been passed, the iss^e of o^e an4 two pound notes took place. The hitest accounf of the coinparative prices of the Jo'int Stock Banking Companies in Eng* land, Scotland and^Ireiand, is in July 1831, how- ever they havd reason to believe that the pro- fits to the Company, security and convenience to the public given by these Banks, have not been materially lessened since that period^ JOINT ^TOCK BANKS IN ENGLAND. Birmingham Joint S^tock Banking Company Dividends 10 per cent, lOOOQ shares of £;50, j£5 paid in price 8c 10 per cent pre- mium, or above par. ; ■ • ■ .^ 4 ■ "•- ' ■ ■ ■ Ilalifani . 5,^^8hare»^ JSIOO, ^£20 paid in price 8c. 10 Huddersfield 5,000 do. of J^IUO, je20 do, 8c. 10 Lancaster 3«0PO do. of ^100, £10 do 5c. pr L'pod & Man. 30.^0 do. of £100, £10 do lie. 2 Manchester 20,00^ do. of £100, £15 do 4^c. 5 JOINT STOCK BAlJKS IN SCOTLAN©. ** Bank of Sebtla»S. Cojwtar—J61, 500,000. SWarfes of £83 6 8 Div'd 6 per cent 150 , N©^ §i Bank ^f Liverpool. .f^M9'^ 7. Birtuingham Ba^ikiu^ Company, (k^ I rM(h 8. Plymouth and bevonport banklpg Cf)|mpany. No. 9. Abstract of the Constitution and ob- ipjQis of the Bank of Scotland. I ISo. 1 0. Cojitmct of the Commercial Batiking Company. No. Ilv Dejed of Settlement of the Birming- kara Banking Qo;:ipany. , ig,I^o. 12. Cpnlrpct of Copaihicr.«hip of ths Abordecjn Towi^ and Coi^nty Bank. KhVOtCr ON BAXRhXG. Your Com mict^e beg Ibave fanr-er to Report, that tliejr have examined tl>e law relatinr^ to BankiDg and Imve taken the best legal advice upon the subject, and are fully satisfied tb^t there is no law tu force iathis Prbvince render- iijg the formation of Johit Stock Blinking Cotn- panles illegal, and, they are of Q|)lnion that a Joint Stock Bank maj'^be advatttageouslyformetl with a Capital of £500;pO() in 56,OdO shares at £10 cacfif , ••• - * •--) ,;Tne iPistAb?isti^e|t of » Joint Stock Bonking Companies iias been proiwd« by their great suc- cess [n varibus partsr of tlifi United Kingdom, 't6 be of the most decided public utility. ^ Institutions of tfaiir description ftavd existed in Scotland for upwanels of on^ hundred years/and the experiehce 6f th^ir pehefif, amply prof ed Be- fore a Committeaof the House of Comftions, in- duced the Legislature of Greftt Britam in the year 1826, topass an Act ejjpre^sly fdr theii^ en- couragement in, England.* V :f'^'- It is nove no longer doubted that Banking Companies f>ossessing an ade<^ate capital ad- vanced by an influential a\id affluent body of pro- prietors, are faost adnKifably cakufatedhto bus- tdin pnblic^tonfidenGe in times of difficulty, and to confer extensive ad\%ntages' upon the country at large. A well condutted Cdthpany whoseaffairs ar)ect tS^S^h modifications as the sharc'^old- RupoRT OS Banking. 9 ers of pucli an institution determine on. 2. That the capital mi^ht be £500,000 (o ha raised in 5l),000 shares of £10 each. 3. That a call of 10 per cent, per share, might be made, to be paid up as follows, viz. : 2 per cent on subscribing, 4 per cent on opening, and the remaining 4 per cent (of the 10 per cent) in six months. If further calls should bi found desirable thej might be made as the Directors might appoint, not exceeding 5 per cent in any three months. 4. '^1 hat as soon as 10,000 shares should have been subscribed for, a general meeting of the stockholders might be called, for the purpose of appointing a Board of Directors, and making other requisite arrangements preparatory to the opening of the Bank; bul the Provisional Com- mittee should have power (ifthey think proper) to permit share-holders to pay up the last instal- ment sooner than the period above Hmited,and to allow interest thereon not exceeding 6 per cent; and such meeting should be called as soon as £50,000 could be realized as a start- inaj capital. ^ 5. That the superintendence of the can -"em mi CHARLES DUNCOMBE, Chairman. Committee Roonii Ilonse of Assembly, 11th April, 1835. ctytXtX^-^ APPENDIX TO REPORT To the Provisional Committee for enquiring into the advan- tages of establishing a Joint Stock Banking Company in the Couniy of Devon, 1831. Gentlemen, I have to acquaint you, that it is my intenticn to subscribe for shares in the County of Devon Banking Company provided it should ap- pear to me, after a perusal of your Report, that such a Com- pany may be constituted so as to unite great public security with limited personal liability, and that your plan does in other respects, meet with that general and respectable support throughout the country m 'lich I consider necessary to the '^e- B«ficial existence of the Company. I am Gentlemen, Your obedient servant. 14 ROVINCIAL Bank Exeter, lOtli June, 1851. At a private Meeting held at Exeter this day, the expedieii' t;y of establishing a Joint Stock Banking C'omj»any, in this County was brought under consideration ; and it having been admitted that such a Company, condocted under proper regu- lations, would be highly beneficial to the community, it was resolved to invite the friends of this measure, who should at- tend at the Royal Subscription Rooms on Friday the 17th June, to nominate a Provisional Committee, with a vrew to collect general and local information, to examine into the plans, practice, and success of similar companies, and after- wards to frame a report, and submit resolutions consequent thereupon. It being desirable, however, that individuals should not be called upon to give any positive pledges of support, until the scheme is fully matured*, it was determined that any applica- tion for shares addressed to the Provisional Committee when nominated, should be permitted to be withdrawn, provided the plan itself should not subsequently prove satisfactory to tho applicant. Exeter, 17th June, 1831. A Public Meeting of Gentlemen favourable to the princi" pie of Joint Stock Companies having taken place this day at the Royal Subscription Rooms in Exeter, a Provisional Committee of seventeen Gentlemen was put in nomination, with power to add to their number, and seven of them form* ing a quorum. G. TRUSCOTT, Chairman. Provincial Bank of Ireland, London, 18 } i am instructed by the Court of Directors to give the follow* ing explanation in answer to inquiries respecting the extent and duration of the responsibility to which each individual OF Irel\nb. 15 Proprietor of Shares in the Society, established under the name of the Provincial Bank of Ireland, is liable. The responsibility is twofold ; — One having for its object, security to the public for the en-^ gagements of the Bank, The other having regard to the interests of the proprietors among themselves, as members of the same partnership. The former is defined and regulated by the Act 6« Geo. 4. Chap 24. The latter is regulated hy the Deed of Settlement, dated * August 1st 1825. For the purpose of giving to the public unquestionable as-» surance and security, the Act of PaHiament provides that all the proprietors shall, in any case of need, be liable jointly and severally for the engageipents of the Bank, but by further pro- visions of the same Act, this liability is so regulated as to af-^ forrl to the most sensitive, all the protection of their Interests which individual proprietors can reasonably desire. By the provisions of the Act, the Bank can only sue and 'be sued by means of public ofiVcers.. No proceeding can be originally instituted against any proprietor, but all proceedings must be instituted ugainst one of the Public Officers, whose names must .be annually registered for that purpose ; and only one proceeding can be institiited for one cause of Action. Until Judgment in any suit shall have been obtained against the Public Officer, there is no liability on the part of indivi- dual proprietors. It is only then that such liability commen- ces, but under such regulations, that no proprietor c-^n, in any imaginable circumstances, be subjected to personal loss beyond tlie extent of his shares. The Public Officer is obviously the proper person to whom recourse should be had, and the Act provides that the whole property of the Bank s.allbe liable for judgments obtained against such Officer, The Directors therefore, never will suffer execution to be sued out against the Public Officer, but must hold him indemnified, otherwise he would enforce his remedy against the Funds of the Bank under their management, as also against themselves. The natural consequence is that, unless the funds of the Bunk should be exhausted,no individual proprietor would ever be called upon. But even supposing that, instead of having recourse to the Pnhlfc Officer, execution sliould be sued out against any indi- vidual proprietor such proprietor would have redresvj againbt th» 16 Provincial Ba^k funds of theBank which ho could obtain hy means of the Puh- lic Officer, and have tlie antne remedies that were possessed by the person who originally instituted the proceedings. The course now mentioned applies to persons who may be proprietors at the time the execution is sued out. With re^rd to those who have ceased to be proprietors be- fore execution is sued out, the only case in which such per- sons can be liable, is, where the execution, against any actual proprietor at the time, has been, ineffectual to procure pay- ment. In that case recourse may be had against persons who were proprietors at the time the contract was entered into, in respect of wiiich the judgment may have been obtained. — But it is provided by the Act, that in such a case, execution shall not be sued out, except by lerive of the Court in which tha judgment shall have been obtained, granted on motion, in open Court, of which motion, notice shall be given \o the party sought to be charged ; nor shall execution, under any circum- stance whatov'jr, be sued out against any person after the ex- piration of three years from the time when lie shall have ceas- ed to be a proprietor. No person, therefore, who has ceased to be a [)roprietor can ever be taken by surprise by any ex- ecution. VVitJ! regard to the latter descri{)tl()n of liability mentioned in the outset, viz. — That of the prp[)rietors as among them- selves. By tlie provisions of the Deed of Settlement each profifietor is rendered only li kbie in proportion to the extent ot his shares, and he is wholly exempt from liability from the momenta transfer of his shares shall have been completed. For this purpose, the proprietors covenant to indemnify each o'Jier again.st all liabiruy, except in proportion to the shares held by eacli ; and also, that each proprietor shall be wholly exempt from the time he ceases to be a proprietor. By the firovisions of tluj Act tlienfore, a proprietor from the, liine of tlie sale of his shares, ceases to he liable for all future engagements of the Society. He is liable, for, three years o:ily,fjr eirj;nnfi>meuts contracted while ho was a proprie- tor, (a::;jinst which liability he was the guarantee, not only of tho whole Funds of thc^ Society, but also (iw private Estates of all the renjainins: proprietors,) and from thf end of three vears he is wholly i'ciic, all hough t!»e Society and fill the proprietors should be utterly banlvrupts. By the provisions of the Deed of Settlornenf, this liability is rendered hi extent to a liability proportioned to the nunjh»r of shares, and in duration to the peiioduf hi.> cor.liiiuin': a [)roprictor. f ^. OF Ireland. 17 On the whole when it is considered that the capital of the Bank is two millions, which has been fully subscribed ; that one fourth part of that capital has been actually paid up ; that the number of proprietors is about 800 ; that a great propor- tion of that 800 are persons of wealth and consequence ; the real prac^'^al effect of the Act of Parliament and Deed taken together, is, that the individual responsibility of each proprietor is as before mentioned, strictly limited in extent to his number of shares, and in duration to the period of his continuing a proprietor. I am Your obedient servant^ Secretary. PROVINCIAL BANK OF IRELAND. Capital two millions. DIRECTORS. Matthias Attwood, Esq. K. P. » William Medley, Esq. Right Hon. Wm. Bagwell,MiP. John Morris, Elsq. James Brogden, Esq. M. P. G. R. Dawson, Esq. M* P. Henry Douglas, Esq. Sir Robert Farqahar, Bart. Ed. Fletcher, Esq. Devonshire Square, Sir Charles Flower, Bart. W. Alex. McKinnon, Esq. T. P. McQueen, Esq. M. P. John Masterman, Esq. www — ^--. — , ~J' Chas. Elton, Prescott, Esq. T. Spring Rice, Esq. M. P. Rowland Stephenson, Esq. Mr. Alderman Thorp, ^ W. H. Trant, Esq. Samuel Williams Esq. Finsbu- ry Square, John Wright, Esq. Henrietta Street, Qovent Garden. AUDITORS. JohnFairlie, Esq. S . E. Magan, Esq. I Alfred Thorp, Esq. I William Peate Litt, Esq, SCCRBTART. Mr, T. Joplin, ENGLISH SOLICITORS. Messrs. Farriers, Atkinson, & Co. C 18 Bank or Iui:land. IRISH SOLICITORS. McsiiM. p. & D. lUaronyi BANKKllSt Messrs. Mastermap, Peters» & Co. Aksvrs. Spooner^ Attwood, Sl Co. 1. The object of tills establishment is to gWe a more solid circulation to Ireland^ — to render money attainable by thi^ merchants, manufacturers and others in such fair and equitable terms as may enable them to employ the population, which employment has hitherto been Impeded by the very high rate of interest and the want of confidence in the circulation. 2. It is therefore proposed to assln:ilHtc the system of busi- ness in Ireland to that of the Scotch Banks, by establishing Branch Banks in Cork, Belfast, Waterford, Clonmel, Galway, Sligo, Kilkenny, Ne\vry» Westpprt, Londonderry-, and other places; each branch to be under the superintendence of weal- thy and respectable resident Merchants, aided by an active and intelligent English Agent, as Cashier, who shall be thorough- ly conversant both in the principles and detail of the Banking business, and' who sliaH give t^ie^fultest security for the trust reposed in him. 3. Although the local Directpj^s will be required, under p;4\n, of disqualiiiciition, to hpid at least jC2,500 , stock of the con- cern, to idtitutify tliem/$elves wit^ its int^fesf^, it is neverthen less proposed to anpois^t an Inspector, of first rate character and talents, in the Banking , business, to constantly vi.«>'it the diHTerent branches of the establishment, tO' superintend their operations and report thereoi) to the boau:d of management in London. - 4. A second Inspector, resident in Dublin, and perfectly conversant, from bis habits and occupation, with the Banking business, will, in conjunction with one of the Directors of the liOhdon Board, equally Qualified, occasionally visit the differ- ent branches^ 5. In fact, every possible precaution will be adopted by Check and Counter Check, and^by a daily report of the oper- ations from each of the branches to the general Board of Management, to arrange si^qh a system ,uC vigilance as shall Bank of Liverpool. 19 prevent the probal)ility of any practices going forward inju- riously to tiie interests of the establishment. 6. The Company will confine themselves to the legitimate business of Banking in Ireland, and should it bo deemed ex- pedient, propositions for loans, and landed property, to a li- mited extent, will be entertained. 7. The present Directors to remain in ofiice unt:! 31st £^e- cember, 1829, at which tim^ four are to go out and thence forward the same nuinber annually ; but to be eligible for rt - election by the Proprietors. BANK OF LIVERPOOL. Capital two Millions and a half. DIRECTORS. Mr. Wm. Brown, Chairman^ Mr. Edward Wilson. De-p*"!/ Chairman, Mr. Isaa6 Cooke, Mr. Wm. Donald, Mr. Alex. Gordon, Mr. Adam Hodgson, Mr. 0«iorge Holt, Mr. Joseph Hornby, Mr. Wm. Lawson, Mr. William Pickering, Mr. Thomas Sands. Mr. Wm. Stewart. At a general meeting of the shareholders held oh the 17ih day of March 1831, at the Clarendon-rooms,, William Brown, Esquire, in the Chair. The Solicitor read to the meeting the Report of the Pro- vincial Committee, which was as follows : To the Shareholders of the BanJc of Liverpool: The time having arrived when tho Provincial Committee inust surrender their trust into the hands of Di- rectors to be chosen by tho Shareholders, the Committee will briefly comttiunicate to you the result of their proceedings, and submit to' you suclr Resolutions foi- the fihal establishment of the Btink as they consider to be nec^siary fdr that purpose. So many Joint Stock Banks have lately been established in this country, (the success attending which however they do 20 Bank of not now intend to dwell upon,) that the Committee have en- joyed the advantages of perusing tho most approved Deeds of Settlement of existing Companies ; and the Resolutions now to be proposed, which will form the basis of the Deed of Set- tlement of this Company, are the result of the deliberations of the Committee aided by those precedents. The Resolutions which the Committee intend to submit to you for limiting the responsibility of Individual Shareholders, coupled with the provisions of the Act passed in 1826 which authorised the formation of Joint Stock Banking Companies, constitute, in the opinion of the Committee, a full and effec- tual protection of the Proprietors ; and will render quite in- considerable their individual liability. The number of shares for which application have been made to the Provincial Committee is upwards of 18,000 ; and of this number they have gained 15,638. The remainder of the whole 25,000 shares into which the Capital Stock of the Com- pany is divided, are intended to be left at the-disposal of the Directors, to be by them appropriated in such manner as will best advance the interests and credit of the Company. It is obvious that the success of the undertaking will mainly depend upon the Directors whom the Proprietors shall elect, and with whom will lie the appointment of a Manager and other otncers. But the Committee see no reason to doubt that, under prudent management, and aided by ihe influence of a respectable proprietary, the Bank will enjoy an extensive and profitable business, and will yield to the Shareholders a fair return on the capital subscribed. (Signed) WILLIAM BROWN, Chairman of the Provincial Committee, . Liverpool, March 14th, 1831. The Report having been approved and adopted by the meeting, the following Resolutions were unanfmously carried : 1st. That the establishment of this Company, under the title of " The Bank of Liverpool,** with a Capital of two' millions and a half, is hereby confirmed ; and that ihe Com- pany shall forthwith commence and carry on the business of Banking. Liverpool. 21 Id. That the affairs of the Company shall be managed by twelve Directors ; three of whom shall form a Board, and be competent to transact business. 3d. That the following gentlemen be, and are hereby ap- pointed Directors of this Company, from the present time until a Generol Meeting of the Shareholders to be held in the month of September 1832, when three of them shall go out of office and be replaced by three others, to be chosen by the Shareholders, and the three retiring directors shall not be re- eligible for the ensuing year: Mr^ William Brown, Mr. Isaac dook, Mr. William Donald, Mr. Alexander Gordon, Mr. Adam Hodgson, Mr. George Holt, Mr. Joseph Hornby, Mr. William Lawson, Mr. William Pickering, Mr. Thomas Lands, Mr. William Stuart, Mr. Edward Wilson. 4th. That the Directors be and are hereby empowered to parchase, erect, or take suitable premises for carrying on the business of the Company ; and they are hereby invested with full powers to manage, direct and carry on the business and affairs of the Company, in all matters connected with Bank- ing ; and to appoint and employ Bankers, Brokers and Agents in London, and elsewhere, and Managers, Clerks and Ser- irants, for managing and carrying on the business. 5th. That the Directors do forthwith cause a Deed of Set- tlement to be prepared for execution by the Shareholders, containing all such provisions as may be necessary for the welfare of the Company, and for the protection of individual Sharehlolders. 6th. That the remainder still unappropriated of the 25,000 shares, into which the Capital Stock of the Company is divi- ded, shall be disposed of by the Directors in such manner as in their opinion will best advance the interest and credit of the Company ; and that the Deed of Settlement shall provide that no proprietor shall be allowed to hold more than 500 shares. 7th. That a further payment of five pounds per share shall be made on signing the Deedof Settlement ; and if any Share- holder shall neglect to pay such instalment when called for, together with interest at 5 per cent per annum, from the time to be appointed for payment, or to execute the Deed of Set- tlement, he shall thenceforth cease to be a Shareholder, and shall forfeit t>he sums previously paid by him. If additiondl calls shall be deemed requisite thcj shall be made as the Di« rectors shall appoint, not exceeding £>5 per share in any one y«ar. 22 ErlttMINGHAM ' 8th. That nt every annual general meeting of the Compa- ny the Directors shall exhibit a Report shewing the result of an accurate balance sheet deducted from the transactions of the preceding year. 9th. That if at any time one-fourth of the paid 'Capital of the Company (above the reserved surplus fund) shall have been lost, the Directors shall, as soon after as practicable, call' a Special JMeotingof Proprietors, when any Stockholder may require the dissolution of the Company, and the same shall be dissolved accordingly, unless two-thirds in number of votes of the Proprietors then present shall be desirous of continuing the Institution ; which they shall be at liberty to do, upon paying to the retiring Proprietors the then value, accurately ascertained, of their respective shares. 10th. That the Report of the Provisional Committee to- gether with the foregoing Resolutions, be published in such Liverpool and other Newspapers as the Directors may de»>ni proper, and a printed copy of them sent to each proprietor. (Signed) WILLIAM BROWN, Chaibman. Mr. Brown having left the Chair, it was unanimously Re- solved, 11th. That the thanks of the Meeting be given to Mr. Brown for his efficient conduct as Chairman. 12th. That the thanks of the Mooting be g:rven to those gentlemen who have acted on the Provisional Commitrre. By order. THOMAS IlAtlVEY, Solicitor. BIRMINGHAM BANKING COMPANY. Capital £500,000, in 10,000 Shares of £50 EACif. A Joint Stock Banking Company having been established calling itself " The Manchester and Liverpool District Bank- ing Company,** which proposes to form Branch Banks throughout a very extensive district, comprising not only Banking Cosir'ANr. 2.^ Marichoster ami Liverpool, hut also Preston, Bolton, Stai/k- born, Rocbdair, Oidhnm, Stockport, Macclesfiuld, L(M>k, Hanley, Chester, Warrington, and othor neighboiirip^ lowus and tho parties forming; the Company having con.^^ to a reso- lution to establish a Bank in Birmingham, it appears to r.iany inhabitants of Birmingham that the trade and importHuce and weulth of that town and its neighbourhood, are quite suf- ficient to establish and maintain a Joint Stock Bank of its own, without connection with any other parties. And it (iirther appears that such a Bank, if established in Birming- ham, and conducted on liberal principles would tend greatly to the advantage of the Mercantile and other classes of tiio town and neighbourhood, and afford a sufficient remuneration, to the parties whose- capital might be employed ; subscriptions wrre entered into, and at a Meeting held at the Royal Hotel, Birmingham, on the 15th day of Septoaiber, l$29y Charles Shaw, Esq. in the Chair* It was resolved, That upwards of 5000 shares having been subsrribed for, tlie ComiKiny be now formed, and that the following regula- ti >ns be adopted. A d^ed of Settlement shall be prepared^ containing all ne- cessary clauses for the protection of the proprietors, and giv* itig the Company a lien upon the shares of any (woprietor, on whose responsibility they may have made qny advance. Twelve Directors to be elected by a majority of votes at the first meeting of proprietors, who shall undertake the su- perintendence of the concern, out of which number three gen- tlemen, not actively engaged in business, shall be selected to take the principal management, and shall be called tho Bill Committee, to whom the Bills passing through the Bank, siiall be submitted. Three of the Directo/s shall go out annually by ballot among themse|ve$(, and their places .shall be supplied at the annual general meeting ; but the persons retiring shall be eligible for re-election. No transfer ot* shares to e made before the deed of settle- ment is signed, nor at any t>me without the consent of a ma- jority of the Directors present at their usual meetings, or at some meeting called for that purpose. Tint no person folding less than 50 shares shall be tligible foi a Director. \ 24 BlRMlNGlIAlU The settle for regulating votes at general meetings shaH be, "XO shares, 1 vote ; 40 shares, 2 votes ; 70 shares, S votes ; and 100 shares and upwards, 4 votes. The Directors shall appoint the several ofilceri of the Com- pany, and require of them such security as they may deem needful, according to their . ^pective situations. No credit to be given or continued contrary to the advice of the Directors. The funds of the Company sluill not be in any instance in- vested in foreign^loans, mining institutions, or articles of mer- chandise. The accounts of th Company shiill be made up twii^e in every year, namely on the 'SOth of June, and the 31st De- cember ; and a general summary of them shall be laid before the proprietors, at a meeting to be celled for the purpose, — and ftffer paying the proprietors 5 per cent, on their paid up capital, a proportion of the surplus profits shaVl be added from time to time to increase the capital of the company, as may be hereafter agreed upon. Neither the books of the Bank, nor any of the Bills or se- curities which may pass through the same, shall be open to the inspection of the proprietors in general. In the event of the Company's losing its surplus profits and one fourth of the paid-up capital, it shall be in the power of any shareholder td have it dissolved, unless other share- holders think proper to continue the concern, in which rase, they must pay over to the Dissentients thr; then value of their shares. ' It was further resolved, That the following gentlemen be appointed Directors, with power to add to their ' nutnber, viz. : Messrs. Charles Shaw, William Chance, Joseph Frederick Ledsam, Daniel Ledsam, John Mabson, Edward Eagle, Joseph "iValker, Thomi^ Small, James Bellis, and John Turner, and that they be requested to make the necessary arrangements for com- meA 14 Geo. 3. chap. 32. 44 Geo. 3.xbap. 23: Wm. Pari. 1. see. 5 Wm. Pari. 1. sec. 5. Scotland. 33 for that agency, otherwise they infer no ob' ligation on the banks. XII. Bills on London, Edinburgh, or any town where the Bank has its official corres- pondents, are discounted and purchased at all the Bank's public offices. The Bank's agents judge in. ordinary cases of the bills presented, so that parties meet with no delay, The Bank does not sell at any of its offices the bills which it has|discounted and purcha- sed. Its agents cannot endorse its bills, un- less officially to the treasurer. XTII. Government stock and other public funds transferable in London, may be pur- chased, or sold, and dividends thereon may^ be received through the Bank. XIV. The Bank gives credit on cash ac- counts at any of its offices, oa Bond with se- curity. This security may be personal co- obligants conjunctly and severally ; or Bank of Scotland stock, or both ; or such other security as may be specially agreed on. Ap- plications for cash accounts are given in to the office where the cash accounts are granted, and must specify the credit desired, and the security proposed, and the individual part- ners, where co-partners are proposed. Cash a'icounts are granted by the directors only, and are not recalled unless by their special authority. It is understood that these cre- dits are not used as dead loans, to produce interest only. In the fair coiltpe of business, the advantage of the Bank is consulted by an active circiflatioB of its notes and by fre- quent re-payments to it in a way least affect- ing that circulation. XV. The Bank's dividend of profits has for some time been nine and a half per cent, per annum, on that part of its capital stock, or one million of pounds sterling paid in.— The dividends are paid regularly twice a year, without expense. They may be drawn either at the Batik's head office, or at any of its other offices, as most agreeable to the stock- holder. Published .by order of the Court of Directors. Reprinted 6th November, 1818. Reaolution ofCourt. 28tli Feb'y 1793, ReaolationofCoorf 23rd Feb'y 1789. m Resolution ofCoart, 23rd Feb'y 1789. urt ) J. \ S4 Commercial Bank #■ 1st. Contract of the Commercial Banking Company in A6-^ crdeen. We, the persons after named and designated, and hereunto subscribing, in consideration of the mutunj trust and confidence we repose in one another HAVE UNITED, and do by these presents UNITE and JOIN ourselves into a Society or Company, for carrying on in Aberdeen a joint trade and business of BANK- ING, by issuing Notes of hand, payable at our office in Aberdeen lending money on- cash accounts, bills, or other securities, pnr- chasing bills of exchange, discounting inland bills or notes, arid negotiating and transacting all matters ajod things, connected with or dependent on the said business of Banking, all under the firm, name, and designation of "THE COMMEIICIAL BANK- ING COMPANY," and that for the full space and term of NINETEEN years from and after this twenty-fifth day of Sep- tember, in this present year, one thousand seven hundred and cighl|ft>eight, which is hereby declared to be the time of com- inenceraeot of thi"? Partnership. And toward eitiihlisljing a stock or capital for carrying on that business, we do each of us severally for our own parts BIND and OBLIGE ourselves, our heirs, ex- ecutors, and successors whatsoever, to contribute and pay the re- spective sums of money under written, in manner after-directed, viz: John Abercrombie, Junior, Merchant, and present Provost of Aberdeen, two thousatu) pounds ; Francis Leys, of Glasgow forest. Merchant in Aberdeen, two thousand pounds ; William Young, Merchant in Aberdeen, two thousand pounds; William Forbes, Merchant in Aberdeen, two thousand pounds ; James Young, Merchant in Aberdeen, two thousand pounds ; Alex. Breb- ner, younger, of Lairnie, Merchant in Aberdeen, two thousand pounds; Alexander Martin, ofjNellfield, two thousand pounds ; James Hadden, Merchant in Aoerdeen, four thousand pounds; an'^ Thomas Leys^ younger, of Glasgow forest, Merchant in Ab- «rrdeen, four thousand pounds, all Sterhng money ; which several sums, making in whole twenty-two thousand pounds Sterling, we hereby declare to be at present the Capital Stock intended by us for carrying on and prosecuting the foresaid business of Banking ; but which Capital Stock may be increased and augmented, if found necessary, in manner hereinafter specified. — Dunng which space of nineteen years, at least so long as the said Company shall subsist undissolved, in terms of article eighteenth, hereinafter in- serted, WE, the said parties BIND and OBLIGE ourselves, our heirs, executors and successors, mutually, severally, and respec- rirely, to comply with, perform, and fulfil, the following condi- tions, regulations and declarations, viz : Fint. — That each Capital Share of thesaidCo-partnery Stock shall be two thousand pounds Sterling, and no partner shall he «llowcd to hold more than one share, (e:.cept the saids James IN Abkkdef.m. 35 I'laclden and Thom«ii Leys, who are to hold two shares each antil the execution of the transfers aforetneritiooed,) and that the seve- ral shares shall be held by individuals ooiy» and not in the name of any Company. Such partners as hobJ two tliousand poundi of the Stock of the Company shall be entitled to vote and act in the ordinary and occasional meetings of the partners, as well as in the general meetings, they shall be denominated acting part- ners, and never reduced to a lesser number than nine, or if redu- ced, new ones sufhcient to make up that number shall be admitted in manner afierineutioned. The whole business shall be carried on under their immediate superintendence, and any three of them Tshall be a quorutn ; but no partner holding less tlian two thous nid pounds of the Capital Stock shall be entitled to act in the ordin- ary administration of the business, or vote at any meeting, except at the general meetings as hereafter provided for, and they shall be denominated acceding partners. Second. — Each partner hereby becomes bound to pay into th« hands of the Cashier for the Company, his share of the Capital Stock, at such times, and by such proportions, as a iTll^ority of the acting partners shall direct, by an order to be made and en- tered in the Company's sederunt book, with one-fifth part more of each sum so appointed to be paid in name of penalty, in case of failure and Icg'al interest of the said sums from the times appoint- ed for the payment, until the actual payment thereof such order being always intimated by the Cashier for the time within three days of its date, to each partner, by a missive letter subscribed by him ; and if any partner sh^ll fail to make payment of the suras to be called for in manner above mentioned, within thirty days after the d.iy fixed for payment, with legal inteiest from the day so fixed, then it shall be in the power of a majority of the acting partners, either to do diligence for the sum appointed to be paid, or otherwise in their opinion to declare by a minute to be made and signed in their sederunt book, that the partner so failing to pay has forfeited his interest in the Company, and from thence- forth he shall not be considered as a member of it, the Company in that case paying to him the sums standing at his credit, at the last balance in the Company's books, if any balance hns then taken place, or if no balance has taken place, repaying to tiim what part of his share of the Capital Stock may have been contributed and paid ia by hinr, with deduction always of such sums as he may he indebted to the Company, and also of an adequate con- sideration for the expense of ingathering and insuring the out- standing debts of the Company; it being understood and hereby declared, that the Company shall not be obliged in such case to call in their notes in circulation, or to give the party so failing any allowance for such of their notes as may be lost, and that he .«hall, upon receiving such payment, bt bound to executs andde- 36 Commercial Bank liver to the Company a formal discharge and renunciation of hia interest in the partnership. 7%tVcf.— That it shall be in the powei; of two-thirds of the acting partners, at any time during the first five years from the com- mencement of the present contract, to increase the Capital Stock of the Company to thirty-two thousand pounds, by admitting other parties to hold fractional shares not exceeding one thousand pounds Sterling each. That these partners shall be denominated acceding partners ; they shall be bound by a sepsrate contract or deed of accession to the present contract, to comply with, and perform the whole conditions of this contract, and they shall be entitled to a share of the profits, and shall suffer losses in propor- tion to their interest in the Stock, but shall not be entitled to act in the ordinary administration of the business, or vote at any meeting, except the general meetings hereinafter provided for. Fourth.'^lf it shall be found expedient in prosecution of the business^Btill further to increase the Capital Stoclf, it shall be in the powoF and option of partners holding two thirds of the Capital Stock of the Company at the time, to add to the same at the expi- ry of every five years during the subsistance of this contract the sum of four thdusand pounds sterling, by admitting as many part- ners as will be sufficient to raise the same, in shares of two thous- and pounds sterlin|r each, or such lesser shares as may be agreed on, under the conditions and restrictions mentioned in the preceding article ; but no addition whatever is to be made either to the Capi- tal Stock of the Company, or to the number of partners, without the express concurrence and consent of the proprietors of two thirds of the Stock at the time, in writing, entered in the sederant book of the Company. Ft/2b.— That the Stock of each partner of the said Company shall in the first place be subject te the debts due by him to the Company, and to such claims as may be competent to them against him, which shall be preferable therein to every other claim, and this preference shall not be disappointed by any Deed of his or dili- gence whatsoever. Sixtft.— That no share in the partnership hereby contracted shall be attachable by arrestment, sequestration, or other legal diligence, ■0 as to vest such share in the person of any creditor, but that in the tvent of diligence being used for attaching any share in it, the Company shall only be obliged to pay to the creditor or creditors using such diligence, the sums standing at the oredit of the part- ner against whom the diUgeiice has been used at the date of the balance of the Company's books immediately preceding, with legal interest from and after the date of such balance, with the deduc- tions and under the conditions and declaration specified in article IN Aberdeen. 37 Fecond ; providing always, that the Company shall only b« liable for interciit on the value of such share for six months al\er an ar- restment is use^, or a sequestration is intimated, and no longer. Seventh. — If any partner of the Company shall by any Deed un- der his hand, nominate the person whom he shall intend for his succoesor in his share of this partnership, and shall in his hfe time deliver in such nomination to the Company, and obtain the nominee approved of by two thirds of the acting partners of the Company, and their approbation entered in the sederunt book, the person so named shall, on the death of the partner naming him, be entitled to be received as partner in his place ; and if any partner after having made a nomination, and got the same approved of as above, shall think fit to alter it, and name another person for his successor in his share, he shall be at liberty so to do, and in case the Deed con- taining such alteration shall be given in to the Company, and the new nominee approved of as above, such new nominee shall be entj. tied on the death of the partner naming him, to be received as a part- ner in his place, but not otherwise, it being alwxys in the power of the partner making such nominations to revoke t.io same altogether, at any time during his life, but in case no such iiomination shall be made, approved of, or being made shall be revoked, the heirs at law or representatives of the partner deceasing shall only be entitled to receive from the Company the value of the aefunct's share as the same shall stand ascertained by the balance of the company's books immediately preceding the decease of such partner, to fale paid at the expiry of six months after the decease of the partner, with the legal interest thereof from and after the date of said balance until payment, if uplifted, within six months from the day it be- comes payable ; and the company shall be obliged to pay the same accordingly, but with tlie deductions always and under the condi- tion and declaration mentioned in article second, providing always, that the company shall not be liable for interest on the value of said share for any longer space than six months after the same shall be- come payable in terms of this article, and in this case it shall, on the death of such partner, be in the power of partners holding two thirds of the stock (notwithstanding of any provision which may be herein contained against the admission of new partners) to accept of and assume a new partner in the room of the partner deceased, who shall be thereupon vested with the same privileges and powers as the deceased parUier was. . Eighth. — ^That although by their contract the said James Had. den and Thomas Leys hold each of them two shares of the original capital stock yet each of them shall be bound to transfer one of these shares to such persons as the majoritv of the acting partners shall direct, and that within one month after being required so to do, by a minute to be made and entered in the sederunt bock of the company, and intimated to them ; they at making such, transfers. t* ss CoMMfiRciAT. Bank receiving from the persons m whose favours the pame ar« nf.a('« respectively, the vahie thereof, and on such transferg bein^ made, tlie persons receiving the same shall become partners of the com- pany and be entitled to the same powers and privileges as the other partners thereto, and shall on the ot^ " hand, by accepfance of such transfer, be effectually subjected to i. e vhole conditions, rules, and regulations of this contra«u, and bye-laws made and to be made by the company alike as if they had been originnl parties hereto, and «hall sign a formal deed on stamped paper, subjecting themselves accordingly, aiid obliging themselves to comply with the whole ar- ticle of this contract, but it shall not be in the power of Uie said Jiuva Hadden o: Thomas Leys to transfer their other share, nor in the power of any other partner to transfer iiis share or interest in the said co-partnery, without the consent of at lecst two th>ds of the acting partners obtained an ' «>ntHred in the sederunt book ; thn transfers by the said James Hadden and Thomas Leys, allowed aa above shall be made to different persons, and after they are made neither the said James Hidden nor Thomas Leys shall be entitled to hold more than one full or capital share of the company's stock* being two thousand pounds sterling, nor to more than one vole in the mrxnagement of their affairs ; and no other partner shall at any time be entitled to hold more tiian one such full share. Ninth. — That all the parties to this contract and every person who shall, at any period during the subsistance of the same, become a partner in the business, shHll he bound severally to promote and advance the interest and advantage thereof; and if in any event during the subsistance of this contract, they or any of them while they are partners of this company, shall be concerned directly or indirectly in any other banking company or branch thereof, in Aber- doen, or w-thinfifiy miles thereof, they shall ipso facto forfeit to the other partners of the said commercial banking cor^pany such shara af« they may ai that time hold in the company, to be disposed offer behoof of the company in such manner as the partners holding two- thirds of the stock shall direct. Tenth. — That for the superintendence and prope; management of the business, the acting partners shall meet as often as there shall beofxnston; three of them shall be a quorum; und aX alhhese ordi- nary meetings a preses shall be chosen, who, in case of ditterence of opinion and equality of votes, shill be entitled to a casting vote, besides a deliberative one ; the proceedings shall bo determined by a majority of votes of the partners present, except when any of these cases occur for which it is otherwise provided by this con- ♦raot ; — and it shall be in the power of the a(fting partnen?, upon anv en^.^'-gency, on such previous notice as the case may admit, to call general meetings ot the whole partners ; and these meetings ate to be eondutted in the same manner as the annual general meetings. ix\ Aberdee.n. 3^ ElevenlK. — Within five d -s after signing of this contract the jd for in the ca, o of a partner deceasing. They sihali, at the same time, and in the samj manner, elect an Accouniant of known abilities and gi^od charac- ter, whose business shall be to keep the*ooks of the Company, la make calculations, and to do such other pieces of business as shall be allottedvto him by the acting partners, or by the Cashier: — he slial] be bound, at his admission, to nnd security for the due and faithful discharge of his oliice to an extent not loss than five hun dred pounds sterling ; and he shall receive, such salary as ehull be agreed on. Both the Cashier and Accountant shall be bound tO' employ their wholo skill and attention m the concerns of the Com- pany ; and an extract from the Company's books shall be held a sufficient foundation for a charge for payment of such sum as mo y be found due by either of them to the Company — they shall not tak** any concern, directly or indirectly, in any other business ; and if they do, the person so doing- shall not only forfeit his office, bul also the sum of fifty pounds steriiug jf penalty to the Company — they shall be bound not to quit nor give up their respective offices,, without premonition of at least six months, to be made in due form to the acting partner; and he shall at their admission sign a min- ute in the books of the Compatiy to these purposes. Twdflh. — That the whole transactions and business of the Com- pany shall be iully, fairly, and regularly entered and kept in a set of regular and distiiict books, which shall be filled up, posted, and brought !o a just and true balance upon the first day of October in •very year, fjr if that shuU happen lobe on a Sundoy, on the next I- I - 40 Commercial Bank liwful day thereafter) ; and these books, when so balanced, shall be attested and signed by the partners, and when so signed by the partners holding more than one half of the stock, shall be probative and binding on the whole partners of the Company, and shall be pa- tent and open to the inspection of the partners of every denomin- ation. That a sederunt book shall also be kept, in which shall be en- grossed the whole orders and proceedings both of the acting part- ners and of the general meetmgs, together with such by-laws and rejulations as shall be made concerning the management of the business — and these minutes shall be signed by the preses of each meeting, and shall, when so signed, be binding on the whole part- ners, providing they are not inconsistent with, or subversive of, any of the articles of this contract* Thirteenth^ — That the books of the Company shall be kept in the cdstody, and under the direction of the Cashier, upon an in- ventory ; and the inventory, with the securities and deeds of im- portance belonging to the Company, and such cash or notes as the acting partners of the Company may judge unnecessary for the immediate demands of the business, shall be lodged in a repository to be kept for that purpose, under three separate locks ; the keys of one of these locks is to be kept by the Cashier, and the others by two of the acting partners by turns. The books, cash, and wri- tings belonging to the Company shall remain and be kept in their ofl^'^e, and shall not be removed therefrom but by oraer of two- thirJs of the acting pattners, entered in the sederunt book of the Company. Fourteenth. — That the whole business shall be conducted and carried on under the firm of «• THE COMMERCIAL BANK- ING COMPANY IN ABERDEEN," and all promissory notes, bonds, bills, contracts, and other writings necessary in the course of the business, shall be signed by the Cashier for the time, or by some one or more of the acting partners (as shall be appoint- ed by the resolutions of the general me^tings^ entered in the sede- runt books) for account and on behalf of the said Commercial Banking Company, and all promissory notes, bonds, bills, contracts, and other writings to be signed, shall be binding on the whole part- ners, BS effectually as if every individual partner had signed, or granted special powers for signing every one of them; and the partners hereby dispense with and renounce all exceptions or ob- jections which in law may or can be ofFeied against any notes, bills, bonds, or other v/ritings, to be so signed and issued, and oblige themselves to relieve the CashidDr or other persons so subscribing them of the same, but no partner, unless authorised as above, shall be entitled to sign any deed or writing to be binding on the Compa- ny ; and if he shall notwithstanding do so, he shall forfeit to the other partners his interest in the partnership. Fifteenth. — That it shall be in the power of two-thirds of the acting partners, at any time during the subsistence of this con- IN Ab;i:rdGen'. 41 :Jf-f tract, to purchase stock in the public funds in Great Britain, to such extent as they may judnfe proper, with such funds of the Com- pany as may not be reckoned necessary for the immediate uses thereof. Siixteenlh. — That within thirty days af>er the date of every an- nual balance of the books, a jwcneral meeting of the whole partners of the Company shall be held at the Company's Office. The day and hour for this mectingr sliall be appointed by the acting partners and the members shall be called by a missive letter, signed by the Cashier, and directed and forwarded to each partner, at least eight days preceding the day fixed for the meeting. That the proprie- tors of every denomination shall have a title to attend it, and vote — that partners holdmg more than one half of the stock of the Com- pany, attending, shall be sufficient for the despatch of the business of the meeting — that i preses shall be chosen, and this and every other qtiestion coming before the meeting shall be determined by the majority of the meeting, reckoning by the extent of stock (ex- cept in those points or cases for which provision to the contrary ia hereby made) and, m case of an equality, the voice of the preses shall be decisive. The general meeting so constituted shall have power to examine the state and order of the books, the conduct of the partners who acted in the management for the year immediate- ly preceding, and of the Cashier, Accountant and other officers of ihe Company, the division or other application of the profits; to consider of and determine relative to the admission of additional partners ; the prorogating the term of endnrerice of this contract* or the dissolving of the partnership, and winding up its affairs — to ascertam and fix a premium for the ingathering and insuring the outstanding debts of the Company, which, when so fixed, shall be the rule in settling for shares falling during the subsequent year — to appoint a Cashier, Accountant, or other officers for the succeeding year ; and, in general to take under their consideration the whole buBiness of the company, and tu establish such rulea and regulations a»they shall think fit, for the future management of • the business, provided the same be not repugnant to, or inconsit- jnt with, the orijjinal articles of this contract. Seventeenth. — That the profits arising from the business are to he divided among ttie partners in proportion to the share and in- terest which e»ch of them has in the capilal stock at the time ; no part of the profits, however, shall be divided during the first five years, except by the appointment of partners, holding at least three-fourth pans of the stock of the company ; but after the expiry of the first five years, it shall Se in the power of any niiiiibpr of partners holding more than one half of the stock of the company to order such dividends as upon a balance of the compuiy's hooks nvriy anpoar [o them expedient. The losses 0!i the business, if any happen, aiP on the other hand to be sua- i. I ^21 C03I5IERCIAL BaNK ta'meil aikl bore by the partners in proportion to the stock th f«r his share or interest in the Company, agreeable to the terms of this contract, the Company shall be bound and obliged to iiee and relieve the seller of all their debts, deeds, and contrac- tions, which shall be incurred posterior t« the actual transfer iu tlie Company's books ; and such debts, deeds, and contractions, ■\i.:e thereafter to aifect the ^purchaser only, and he shall be bound rtierefor, in the same manuer the seller was; aud incase of a prorogation or veuewal of this contract talcing .place in manner before mentioned, all such ^partners as shall not incline to be in- cluded m the prorogation or new contract, shall be entitled to be freed or relieved of the whole consequences of the obligations in- >cumbent on them by this contract ; and the partners, who shall prorogue, or of new contract, do in that case hereby bind and oblige themselves to free aud relieve such retiring ))artners ac- >«ordingly. And it is understood and declared that such retiring ))artners in both cases are to hold thetnselves satisfied with this obligation, and shall not be eutitled to insist upon the Xllompanj to call in their notes or .retire their bonds or hills. Twenty -second — That as time and experience may point out ■various regulations which might with advantage be adopted in the management of the foresaid business tlie partners assembled at their general meetings, as before provided for,' shall have power to make such regulations or b^e-laws for the management of the -concerns of the Company as they shall judge expedient, provi- ded the same be not repugnant to the fundamental articles of this contract, or inconsistent with the terms thereof; and these regu- lations or bye-laws being duly recorded in their sederunt-book, and signed in their ])feseiice by then: preses, and at least five of the acting partners present at such meeting, shall be equally binding as if the same had been inserted in this contract, until the same are altered or repealed by a subsequent general meeting ; declaring always, that the articles of this present contract are.not to be varied or altered by any such regulations, but are aril and •each of them to remain unalterable by the present or any future partners. Twenty^third.-^ThdX an extract of this contraet with an extract of the appointment of the cashier, and an extract under the hand of the cashier and accountant, of any minute, order, aud resolution of any general meeting^ of the partners, or of any raett- ing of the actiug partners fur the time, shuU be a sufficient 44 Commercial Ba\k ground and warrant for diligence, by horning or otherwisp, in terms of the clause ot registration after inserted at the instan nooks of Council and Session the twenty.fiftb day of October, both in the year one thousand seven hundred and eighty-ei^ht, and which expires the twenty-fifth day of September current, it is, inter alia, declared, that it should be competent to, and in the power of any two or more of the partnersi to call a general meeting of the^Company, at any time during the m Commercial Bank eighteenth year thereof, upon a months previous notice ; and tTiat at the meeting so called, each partner should certify and declare, whether he meant to continue or to wind up the businessi and in the event of any of the partners neglecting so to do, or not intuna- ting within sixty days alter said meeting, hy letter to the Cafihier for the company at the time, his resolution to continue the business, it was provided, that it should be in the power of the other partners holding more than one half the stock, to prorogate the said contract, or to enter into a new one ; and that tlie partner or partners who should not agree to prorogate the contract, or enter into a new one, should be obliged to accept from the other partners eilfaer proroga- ting, or of new contrucling as said is;, of the sum or sums of money which should stand at his or their credit, at th^ final adjustment of the business of the said contract, with the deductions, and under the conditions and declarations specified in the second article thereof, in full satisfaction of every claim and demand which he or they could in any way make upon the other partners, as in and by the said contract itself more fully will appear. As also considering that a general meeting cf the said company having been called and held upon the twenty-second day of August last year, for the pur- pose of certifying, in tenr.s of the clause above recited the whole partners then present, did certify and declare their option to proro- gate the said contract for Uie space of nineteen years, under the condition therein contained, aiid that by letters addressed to the Oashier of the company, all the partners who were not present at the said meeting, did, within the space of sixty days, limited by the flaid contract, intimate their resolution I o continue the business.— <- And seeing that we are now resolved to carry our said intentions into execution, therefore, we do hereby actually prorogate the term of endurance of our said contract for the further space of nineteen years from and after the said twenty.fiflh day of September in thd year -one thousand eight hundred and seven, and bind and oblige ourselves, our heirs, executors, and successors, mutually, severally and respectively, to comply with, perfarm and fulfill the whole ob- ligations, conditions, regulations and declarations, sp:;ct£ied and contained in our said contract, and herein held as repeated, and of new engrossed. As also the whole bye-lilwi? and regulations en- grossed in the company's sederunt book, or to bo hereafter engross- ed therein, agreeably to the clause td that effect in the «aid coutrict of co-partnery ; all which shall be equally valid, effectual and bind, ing, upon us i^nd our foresaids, and all concerned, in every particu- lar, during the foresaid prorogated space of nineteen years, as at present, declaring, that the foresaid Dusiness shall continue to btt carried on by us under the foresaid firm -and designation of the Commercial Banking Company in Aberdeen, & that partners hold- ing more than one half of the stock shall hive fUll power, during the eighteenth year of the said prorogated space, again to prorogate the said original contract for such fUrther space or number of years as they shall think proper, in terms of the twentieth clause thereof^ above recited. Provided always as it is hereby specially provided IN AUERDEEN. 47 RttiT declared, that notwithstandinsf it is before stipiilaled, that the partnership shall endure for the aforesaid prorogated space of ninn- teen years, yet it shall be in the pcnver of f)artnors holding two thirds) of the stock for the time, to dissolve the partnership- at the end of the first three, seven or eleven years, provided a resfilution to that effect shall be entered by thorn in the sedorunt book of the company, at least six months previous to the expiry of either of these peri- ods, but iiot otherwise. And for the more secnritv, we consent to the registration hereof in the hooka of Council and Session, or others^ competent, for preservation, and if needful, that letters of horninnr, on a single charge of six days, and all otiier execution necessary may pnss hereon, on the said original contract, in form as effeirs', for which purpose we constitute — — ■ our procurators: In wif.nesi* whereof, these presents, written on this sheet of paper, denoting a stamn duty of one pound nine shillings stRrlinir, are subscribed' by us as follows, viz. say, these presents, written by David Hutcheon, Advocate in Aberdeen, on this and the preceding page of stamped paper, are subscribed by nq on both pages, as foUowss viz. by us the said John Abercrombie Junior, William Young, William F.»rbcs» James Young Junior, Alexander Brebner, Alexander Martin, Jam^s Hadden, Thomas Leys, George More, Alexander More, Patrick Morison, Jam^s Harper, Charles Farquharson, George Hogarth, Alexander Midler, Alexander Chivas, and James Macpherson, at Aberdeen the first day of September in the year one thousand eielit hundred andseven^ before witness, George Dawson and Peter Mathews, both tellers to the said Bank Company (the word eighty being the last word except one of the third Ime from the top of the first page, being written on an erazurt? by the said D-ivid llutchesoit before signing) by us the said Thomas Arbiithnot, James Arbi>thnot and Alexander Gamaok, at Pi^terhead, the seventh day of the said month of September; in the year eighteen hundrL^dTkndseven^beforo witnesses, Geo. Arbathnot and Robert Arbuthnot, both Merchants in Peterhead, and by me the said John Hadden at Nottingham, thcj twenty second day of September in the year one thousand oight hundred and seven, before witnesses, Williaiix Dunlop and Natha- niel Burton, both Warehousemen in Nottingham, the pace and dato of sigaing by the said John Hadden, and the names and designations of the witnesses to his subscription, boiiig inserted by himself (^iga- ed) Alexander Martin, Thomas L'?ys, A. Brebner, Alx. Chivas, James Hadden, G30. More, Alex. More, James Young Junior, James Harper, Alex. Midler, Chas. Farquharson, William Forbes, Patrick Morison, W. Young, John Ab*?rcrombie, Geo. Hogarth, James Mc- Pherppn, Thomas Arbuthnot, .Tames Arbuthnot, Alexander Gamack, John Hadden, Geo. Dawson, witness P. Matthew, witness G^!0. Arbuthnot, witness Robert Arbuthnot, witness William Daniop, witness Nathaniel Burton, witness. ■» Thii'd €onlract RESCINDING SUNDRY ARTICLES AND ESTAltLlSHING CERTAIN' NEW REGULATIONS AMONG THE PARTNERS OP THE eommrrdal HanUins (Sompuna OP ABERDEEN. We, the parties after-named and designed, and by ourselves or proxies hereunto aubseribing beinsf the whole constituent members and copartners of the Commercial Bankins; Company in Aberdeen, considering that by sundry transactions and trans- fers since the original establishment, in the year one thousand seven hundred and eighty-eight, the stock of the said Company tio-y consists of five full shares belonging equally to us, William Forbes, of Edit, Merchant in Aberdeen, Alexander Brebner, for- mermerly of Learney, now of Glasgow Forest, Merchant there, Robert Abercrombie, Merchant there, James Young, late Mer- chant in Aberdeen, now in Rotterdaui, and William Innes, late Merchant in Loudon, now of Raemoir, and of eight unequal .fractional scares, belonging to us Hugh Lumsden, of Pitcaple, Advocate, George Hogarth, of Marshall Meadows, Merchant iu Aberdeen, James Arbuthnot, of Dens, Merchant in Peterhead, Alexander Chivas, Cashier to the said Banking Company, Pat- rick Morison, late Manufacturer in Gilcumston, now in Aberdeen, James Harper, Mason, in Aberdeen, Alexander Gamack, Farmer at Coburty, and Robert W^alker. manufacturer, in Aberdeen, the extent and value of all which shares are stated in the books of the said Company, AND SEEING that upon our revising and de- liberately considering the original contract of co-partnership of the said company, dated the twenty-fifth day of September, and recorded in the Books of Council and Session the twenty- fifth , day of October, both in the year one thousand seven hundred and eighty-eight, and which was prorogated by the partners of the said Company for the space of nineteen years, from the twenty-fifth day of September^ one thousand eight hundred and seven, by deed of prorogation dated the first, seventh, and twenty- second days of September, and recorded in the books of Council and Session, the twenty -ninth day of 'October, in the year last mentioned, we have fotind it necessary, for enabling us fo carry on the business of the said co-partnership with more advantage and eH'ect, to make ceituin additions to, and alterations on our IN Aberdeen 49 •aid contract; & have accordingly resolved to rescind and annul the first article thereof, relating to the the shares of the actin/^ partums, and that management of the concern ; the th..d 6c fourth articles relative to acceding partners and increase of the capital stock ; the eighth article regarding the transfer of shares; the seven- teenth article relative to the division of profits, and the manner in which losses were to be sustained by the partners ; and the twenty-second article, with respect to the power of making bye- laws for the better management of the concerns of the Company, Therefore we uo hereby {lESCIND the said first, third, fourth, eighth, seventeenth and twenty-second articles of the said Con- tract ; and declare the same to be *' henceforth void and null, and of no force, strength or effect whatever, as to any future proceed- ings or transactions of the Company, and in lieu and place there- of, W3 do hereby substitute the following articles, rules, regula- tions, and conditions, and bind and oblige ourselves, and our res- pective heirs, executors and successors, faithfully to observe, implement and fulfil the same, viz. : — PRIMO, That the capital stock of the Company may during the prorogated space to run the said contract, be increased as opportunity offers, but so as not to exceed the amount altogether of ONE HUNDRED THOU- SAND POUNDS, STERLING ; each capital share of the said stock shall be ONE THOUSAND POUNDS, STERLING, and no partner shall be allowed to hold more than eight shares ; and the several shares shall be held by individuals only, and not in name of any company. All the concerns of the partnership, shall, unless otherwise provided for by this deed, or by the origi- nal contract, be managed by a committee of seven, consisting of Eartners, holding each four thousand pounds of stock, who ave their residence in the town or county of Aberdeen, or if out of the County, not more than twenty-five miles distant from the Bank, and who shall be denominated Acting Partners. But if there happen at any time to be more than seven partners holding, each, stock to that amount, resident as aforesaid, then the said Committee shall be chosen annually by and from among these partners, the election shall be at a meeting to be held on the first Tuesday of October each year, and shall be determined /by ballot : But in case of a vacancy at any time in the Commit- tee by death, transfer, removal from Aberdeen or the vicinity there- of before-mentioned or otherwise, the same shall be filled up by the Whole of* the partners holding each stock of the foresaid ftmoont at any of the ordinary weekly meetings ; notice of the election being always given to each of the said partners in writing, and being also duly entered in the sederunt book at the preceding meeting. If on the other hand, there should happen at any time not to be seven partners holding stock each to the amount of four thousand pounds, and who have their residence in Aberdeen or the neighbourhood as aforesaid, one or more Partners holding G 50 CoMxMERClAL BaNK less thnu that amount, each, shall be chosen to make up the num- ber by such of the partners of the Company as shall be present at a meeting to be called for that purpose, previous notice of such meeting being always given by letter to each partner of the Com- pany, at least three weeks before the time appointed for its being held, and the Election shall be determined by the votes of such partners assembled at the meeting, as hold a majority in value of the Stock belonging to those present, provided that no partners vote shall be counted for more than four thousand pounds And it is hereby declared, that until the vacancy is filled up, the remait In^ acting Partners shall have the same powers of mduagc- ment, as if the Committee consisted of seven in number provided that no undue delay occurs in calling the Partners together to make a new election to supply such vacancies respectively : And PROVIDED ALSO, as it is hereby PROVIDED AND DE- CLARED that at every annual general meeting, when there are fewer than seven partners, holding each four thousand pounds of Stock, entitled to be acting partners, one or more partners holding less than that amount of Stock shall then be chosen agreeably to the rules above written, with regard to the election of such Partnets. But any Partner chosen as above, shall only have right to officiate as an acting Partner until the next annual .^ general meeting after his election;. the Company, however having * power to re-elect him as aforesaid at every such meeting. SECUNDO. That it shall be in the power and option of Part- ners holding two-thirds of the Capital Stock of the Company at the time, to admit as many Partners as will be sufficient to raise the same to the aforesaid sum of One Hundred Thousand Pounds Sterling, in shares of One Thousand Pounds, Sterling, each ; under the conditions and restrictions mentioned in the immediate subsequent article. TERTIO. That all Partners to be hereafter admitted, shall be bound by a separate Contract, or by a deed of accession to the ori- ginal contract, the foresaid deed of prorogation, and this present deed, to comply with and perform the whole existing articles and conditions therein contained ; but partners holdmg less than four thousand pounds each of tiie Company's Stock, mth the exception of those to be elected, as above mentioned* shall not be entitled to act in the ordinary administration of the business* or vote at any meeting except the general meetings, as provided for in the origi- nal contract, and in this deed. QUARTO. That it shall be in the power of any partner to transfer or dispose of the whole or any part of his stock & property in the copartnership, at any time during the subsistence thereof, but only in entire shares, not less than One Thousand Pounds, Sterling, each. And when a Partner has resolved to dispose of or transfer his shares or any part of them, and shall give intimation in writ- ing to the acting Partners by letter, addressed to them or to the Cashier for the time to be laid before the Acting Partnere* of his IN Aberdeen*. 61 resolution, and of the name and designatiot: of tho person in whose favor the transfer is intended to be made, the acting Partners shall be entitled to deliberate thereon, for twenty-one days afier the time when the intimation shall be so given ; aud shall have power to approve of, or reject the person so proposed as a Partner. If approyed of, he shall, upon his producing a transfer, and signing a contract or deed of accession as before mentioned, be admitted and have right to all the privileges of a Partner, conforin to the ex- tent of stock transferred to him, but if not approved of, then the partner wishing to transfer his concern as aforesaid, shall be en- titled, if he inclines it, to receive, and the Company shall be bound to make payment to him, of the value thereof, as the same shall appear in their books at the first subsequent balancing thereof, after such disapproval, and that within one month after said balan- cing, with interest from the date of the balancing, till paid ; but 6ub:ect always to the deductions mentioned and referred to in arti- cle seventh of the original contract, he being abliged to execute and deliver to them a formal and valid discharge, or if they shall require it, a transfer of the said share on his receiving the value of the <«ame as above-mentioned : DECLARING, That notwith- Btandiv^g of the above stipulation, with respect to the outgoing Part ner receiving the value of his share as at the subsequent balancing of the books in the events before-mentioned, yet if any partner re- solving to sell or transfer his shar s, or any part of them, shall, withm ?ix days after the balance of the books is struck and declared in any year, give intimation in writing as aforesaid to the acting Partners, of such resolution, and of the name and designation of the person to whom the transfer is meant to be granted, he shall, in such case, (if the person to whom the transfer is so intended to be made, shall not be approved by the acting partners as before-men- tioned,) be entitled and obliged to receive fron. the Company, the value of his share or sjiai'^s so intended to be transferred, as the same is ascertained and fixed by the said balance; but always under the stipulations and conditions regarding the payment of the value of a share to the representatives of a deceased Partner, AS specified and referred to in the seventh artiQie of the original contract: AND FURTHER, if even afler the expiry of the fore- said six days, a partner desirous of transferring his share, and the Committee of acting Partners are inclined, they shall have power to pay him the value of his share, as it stood in their books at the immediate preceding balancing thereof, together with the legal interest thereof, from the period of such balancing, until the term of payment, subject always to the deductions before-men- tioned ; or It shall be competent for the committee of acting Part, neni of the Company, in this as well as m every other case, to pay to a partner desirous of retiring from the concern, such a special sum in full for his shdre, as may be agreed upon between him and them ae the value thereof; provided always, that the sums so to be paid shall not exceed the value of his share as it Blood at the preceding balance, and that the Commit- .' 52 Commercial Bank tee shall be unanimous in concluding any such agreement :— ALSO DECLARING, that if the aforesaid disapproval of a per- son proposed as a Partner, shall happen three or more monUis bt~ fore the time fixed for the subsequent balancing of the books, and if he and the acting Partners shall not agree as to paying on, uuu- form to the preceding oalance or otherwise as aforesaid, then the outgoing partner shall be entitled to receive in advance of "^ho sum to which he will be entitled on the subsequent balancing and within one month from, the date of the disapproval, a sum equal to one tialf of the value of his share as it stood at the imme- diate, precedirg balancmg, upon his grantin^^ a receipt for the same, and an obligation to discharge or transfer his share as the acting Partners shall direct when the whole value thereof shall be paid to him. AND, it is hereby FURTHER PROVIDED AND DE- CLARED, That it shall be lawful to, and in the power of the Acting Partners to rejact any person to whom a transfer is or shall be proposed to be made, withdut their being bound to ussign any reason for their so doing ; that the approbation or rejection of such proposed partner shall be decided upon by ballott, and that no such paitner shall be approved ol, or admitted, unless by the votes of such number of the acting Partners as hold two thirds o^ the stock belonging to ihe whole of the acting Partners : AND FURTHER, it is hereby stipulated and declared, that no person becomincr a Partner of the Company by transfer, although hold- ing stock to the extent of Four Thousand Pounds or upwards, shall be (mtitled to any of the powers, rights or privileges of a;; acting Partner, unless with the consent and approbation of acting Partners holdii^ two-thirds of the stock belonging to the whole of the acting Partners, and such consent and approbation being sntered and signed in the sederunt-book of the company, or unless chosen as an acting Partner by the Company at largo, in the events before provided for, it bem^ understood that this condition shall not apply to Partners admitted by an addition to the stock of the company. QUINTO, Tliat the profits arising fVom the ousiness are to be divided among the' partnerF, in proportion to the share and inte- rest which each of them has in the capital stock hi the time, but it shall be lawful to the acting Partners to order the payment of such dividends only, as upon a balance of lie Company's books, may appear to them expedient, Provided alwaynt that profits shall not be retained to the extent of more than one ha.]' of the Capital Stock of the company. The bsses on the business, if any happen, are, on tlie other band, to be sustained and boriie by the Partners in proportion to the stock they hold ; and they oblige them- selves severally to relieve each other of such proportion of loss accordingly. POSTREMO. That the partners asserableu t their general meeting, as provided for in the original contract, shall have power to make such regulations or bye-laws for the management of the 1 IN Aberdeen. 55 concerns of the Company, as they shall judge expedient ; and these regulations, or bye-laws, being approved of by the whole partners assembled at said meeting, or by a majority of those then present, and others afterwards declaring their asseat if such majority and others hold two-thirds in value of the stock, and the s{ime being duly recorded in the sederunt-book, and signed in their presence, by their preses and at least five of the acting partners present at such meeting, shall be equally binding as if the same had been herein inserted, until they are altered or re- pealed by a subsequent general meeting ; DECLARING always, that neither the articles of the original contract, not hereby res- cinded, nor the articles hereby established shall be varied or al- tered by any such regulations or bye- laws, but are all and each of them to remain unalterable, otherwise than by a deed or writ- ing, signed by every one of the partners at the time ; and we do hereby HOMOLOGATE, APPROVE OF AND CONFIRM the au>resaid original contact of co-partnership in the whole heads, articles and clauses thereof, in so far as the ^ me are not hertby rescinded, and DECLARING the articles and conditions before written to be equally valid, effectual and binding, as if they had been engrossed in, and made apart of the said original contract. WE consent to the registration hereof, in the books of Council and Session, or others competent, for preservation ; and if needful, that letters of horning, on a single charge of six days, and all other execution necessary, may pass and be direct hereon, in form, as effeirs, and thereto consti:ute, OUR Procurators, &c. IN WITNESS WHEREOF, these presents (written upon this and the seven preceding pages of of stamped paper by Alexander Chivas, writer in Aberdeen,) are subscribed by us as follows, viz : by us the said William Forbes, Alexander Brebner, Robert Abercrorabie, William Innis, Hugh Lumsden, George Hogarth, Alexander Chivas, Patrick Morison, James Harper, and Robert Walker ; and by Robert Morice, ad- vocate in Aberdeen, as proxy for the said James 1 oung, (conform to la letter of proxy or procuration, registered as a probative writ in the sheriff court books of Aberdeen, the nineteenth day of July last,) at Aberdeen the twenty-seventh day of September, in thd year one thousand eight hundred and seventeen, before wit- nesses, John Thorn and John Chry^tal, both clerks to the said Company, by me the said Alexander Ganiack at Coburty, the twenty-ninth day of said month of September and year aforesaid, before witnesses, John Gamack, residing at Coburty, and James Gibson, hostler in Peterhead, and by me the said James Ar- bathnot at Peterhead, the said iwenty-ninth day of September and year aforesaid, before witnesses, Robert Cordiner, merchant ia Peterhead, and William Gamack, writer there. 54 BlUMIKGHAM [Sif,netl] William Forbes, [Sigued] Robert Abercrombie, [Signed] R. Morice, per powers from J as. Young, Esq. [Signfid] Robert Walker, [Signed] Alexander Chivas, [Signed] James Harper, John Thorn, Witness, John Chrystal, Witness, John Gainack, Witness, [Signed] Alexander Brebner, [Signed^ William Innis, [Signed' George Hogarth, [Signed] Alexander Gamack, [Signed' Patricl; Morison, [Signed' Hugh Lumsden, [Signed] James Arbuthnot. James Gibson, Witness, Robert Cordiner, Witness, • William Gamack, Witness, The above Contract was registered iu the Books of Council and Session the 17lhday of October, 1817. COPY OF THE DEED OF SETTLEMENT or THE Biriningli3S.iai Banking Company. DEED OF SETTLEMENT. This Indenturk made the first day of October, in the year of our Lord, one thousand eight hundred and twenty-nine, be- p . > tween JAMES BELLES, of Monument Lane, in the 1 arties ^ pg^-igj^ ^f Edgbaston, near Birmingham, in the county of Warwick, Gentleman ; WILLIAM CHANCE, of Edgbas'- ton, aforesaid, merchant ; EDWi^RD EAGLE, of Birmingham, aforesaid, malster, and DANIEL LEDSAM, of the same place, button-m?ker, of the first part: JOHN MABSOM, of Birmingham, aforesaid, factor; CHARLES SHAW, of Selly- wick, in th© parish of Northfield in the county of Worcester, merchant; JOHN TURNER, of Birmingham Heath in the pa- rish of Birmingham, aforesaid, button-maker, and JOSEPH WALKER, of Birmingham, aforesaid, factor, of the second part ; and the several other persons parties hereto^ whose ns^mes are, or shall be, hereunto subscribed, and who have sealed and delivered, or shall from time to time seal and deliver these pre- sents of the third part. Whereas, the several persons, parties to Banking CoMPA^Y. 55 these presents, have agreed in manner, and by the means here- inafter expressed, to form a Public Joint Stock Banking Compa- Recite* 7 ) °y ^^ Br.rmingham, aforesaid in conformity with the Geo.4. ch. > provisions of and so far as the; same is authorised, and 46. ^ they are enabled to do by virtue of an Act of Parliament passed in the seventh year of the reign of His present Majesty King George the Fourth, intituled " An Act for the better regu- *' lating co-partnerships of certain Bankers in En,s;land, and for ** amending so much of an Act of the thirty-ninth and fortieth " years of the reign of His late Majesty King George the Third, *' intituled " An Act for establishing an agreement with the Go- *• vernor and Company of the Bank of England for advancing ** the sum of three millions towards the supply for the year one **■ thousand eight hundred as relates to the same," and under and subject to the regulations, declarations, and agreements herein- after contained. NOW THIS INDENTURE WINESSliTH, The parties 1 that in pursuance of such agreement each of the matually cove nant with each other. y several persons, parties to these presents of the second and third parts for himself or herself, bis or her heirs, executors and administrators and as to and concerning only the acts, deeds, and defaults of himself or herself and his or her heirs, executors, and administrators, but no further, doth hereby covenant with the jiarties to these presents of the first part their executors and administrators. And furthermore each of the paiies to these presents of the first part for himself, his heirs, executors and administrators and as to and concerning only the acts, deeds, and defauUs of himself, his heirs, executors and administrators, bur no further, doth hereby covenant with the said parties to these presents of the second part their executors and adminisfrutors in manner expressed in the several clauses, or articles nu red from one to seventy-four,' herein contained, (that is to say) : No. 1. Tbat they, the said several peraonr parties to these pre- eents, shall and will become and be partncib together in a company or society to be called, Title of the ? THE BIRMINGHAM BANKING COMPANY, Compaoy. ^ and from time to time and at all times, so \oug as they continue partners therein, promote and advance tlio interest and advantage of the company to the utmost of their jiovvcr. Capital — 2. That the original capital fund, or joint stock of the company shall be five hundred thousand pounds, or so much 'hereof as may from time to time be necessary for the purpose^ .ne said company, and shall be divided into ten thousand shuics of fifly pounds oach. 3. That the number of shares subscribed for or holden by each person shall at the time of his or her executing these presents, or other the supplemental or subsisting deed of settlement of the company, and also his or her place of abode, be written opposite to his or her name subscribed thereto ; and no person shall in his or ! , 56 BlRMINfiHAM her own right be allowed, previous to the first day of October, one thousand eight hundred and thirty, fo subscribe fur or hold more than one hundred shares in the said company, save an.! except JO- SEPH GIBBINS, of Birmingham, aforesaid, Banker, who shall be allowed to subscribe for and hold one thousand shares, but no more ; and also save and rxcept such shares as shall come to any Limitation of No. of J person or persons by bequest of any pre- Bhnres to be subscribed f yioug shareholder or shareholders, or as his, Jldual ^ '*°' ' i or her or their next of kin. Persons disquali- ) 4. That it shall not be lawful or competent fied from being > for two or more individuals to subscribe for or shareholders. j hold jointly, (except as trustees, executors or administrators,) any share or shares, and in no case shall any share be divided into fi actional parts. 5. That no benefit of survivorship shall take place between the Profit and loss to be \ shareholders, all the property of the corn- divided among ohare- f pany shall, as between the several nhare- bolderj in proportion to i holders, and their real and personal repre- their sjiares. J sentatives, be deemed personal estate, and each of the shareholders as between one another, shall be entitled to, and interested in the profits, and liable and subject to the losses of the company, in proportion to his or her share or shares in the said capital fund or joint stock. 6. That each of the parties hereto shall, and will pay unto the board of directors, for the time bping of the company, the sum oi ten pounds on each and every share of the capital fund or joint stock subscribed for by him or her at the times and in manner fol- lowing, that is to say, five pounds per share, on the day of the date of these presents ; five pounds pershart on the first day of February then next, or at such ulterior or pDStponedday as the boara of di- rectors may appoint for the payment thereof, & the remaining forty pounds per 6h;ire shall be paid up and advanced by the respective shareholders in such sums and at such times as the board of direc- tors shall call for the same ; provided that no such call shall he made before the first day of February, one thousand eight hundred and thirty one; nor shall any call exceed five pounds per share in any one year; and three calendar inontiis notice in writinvof each call shall be given to each shareholder, in manner hereinafter provided for giving notice to each shareholder, previous to the day on which the same is required to be paid ; and the board of directors for the time being is hereby empowered, when and as the board may deem it advisable to make such calls and orders upon the sharenolders for the payment of the said forty pounds per share, but subject to the restrictions above mentioned. 7. That if at the time when any share shall hereaflerbesubscri- Callson future > bed fur more than one instalment ahaW have been ■ubfloriptiont. J payable on the shares then already taken, all such Deed op Settlement. 57 instalment shall also be paid into the bank of the company, in re- spect ot such shares pD to be subsQribed for, at the time of such future subscription. Shores to be for- ) ®' That in case any of the shareholders (of feited on non-pay- J the time being of the Company,, or their rrspcc^ mentor call* unlcitA , tive heirs, executors, or admmietrators shhll ra- the director, decide foge, neglect, or deciihe to pay the second in- otberwise. J gtal^ent hereinbefore mentioned, or any futnro calls or instalments hereinbefore authorised to be made by the Board of Directors for the time bein^, for the space of thirty days after the days j;iereinbeforo appointed or hereinafter to be appointed by the said board for payment thereof; then and in every such case the share or r/nares, estate and interest, of and in the company of the respective shareholders or their respective executors or admi- nistrators 80 refusing', neglecting, or declining as aforesaid, and all benefit and advantage therefrom shall, so far as respects the shares in respect of wiiich such default shall have been made, and all pre- vious payments made in respect thereof, thenceforth (unless a board of directors shall within two calendar months decide otherwise) become forfeited to the said company, nevertheless without preju- dice to the riglit of the board of directors to enforce payment of such icall or calls, and to recover damages for the non payment thereof. Power to Directors ) And each share which shall be so forfeit- to extioguith all for- > ed by default shall, at the discretion of the feited shares. ^ Board of Directors be extinguished for the benefit of the other shareholders, or be sold afrd issued to some other person or persons desirous of holding glares, in the place or stead of the persim or persons mnldng'^ueh default ; and the pur- chaser of each such share, dhall for all tlie purposes of these presents and for the covenants, regulations, and agreements, to be entered into in conformity with these presents, in respect of each such share respectively, be considered as the proprietor or holder of t^iat share, and as if in respect of such share he were the npsigtiee of the person making such default, and henceforth such substiuile or suc- ceeding proprietor or shareholder his or her heirs, executors, or ad- ministrators shall be liable to oil the acts to be done and the cove- nants and agreements to bo observed and perfDrincd in respect of fluch share, and shall execute a deed to the trustee or trustees for the time being of the said company, containing covenants binding himself and herself and his and her heirs executors and adminis- trators to observe and perforn^ the same covenants and a^repmepts^ and to make such payments. • Natare of bu»|. ) 9. That the business rf the company (ali^ nese to be traasaet > though the whole of the said capital be not ac- •d. ytnally subscribed) shall commence on the day «if the d^ite of thtse presents, and ehall be iraobacted at Birming* H 58 Deed of^eUlcmcni of tflie ham and such other places as may be determined upon puniiant i(p daose or article 40, and shall, so far as the same legally caiv eonaist of issuing notes of hand or bank notes, lending money ou* cash or other accounts, real or personal security, bills of exchange^ promissoiy notes, or letters of credit, discounting bills of exclianorcj er promissory note-s borrowing or taking up money on receipts, bilifc-,. promissory notes, or other obligations, advancing money on the de- posite of goodsr wares, and merchandises, purchases-, investments, dealings or sales in the goveniment or public funds of Great Britain, navy or exchequer bills, India- bonds, bank or East India stock, Btock of the company or any chartered company ur annuities, and< all other bus inebs usual in establishments' for carrying on banking, but fur uo other adventure, trade,, merchandise or bosiness what<- eoever. ■harebolders as a Board uf Di- rectors. 10. That the busmess, affairs, a 'i soncernsof the company ehall' . . t b T ^^^^^ ^'"^^ ^° ^"'^^ '^"^ *'^ ^^^ times hereafter, ba iinde/°the con' \ un«l«r ^1'® control of twelve, shareholders (lo be ap- trol of twctjve I pointed directors) who shall have the entire order- ing, managingandconductin^vof the company, and of the capital stock, estate,, revenue,. effects, afiairr> JL and other the concerns thereof, and who shall also regulate and determine the mode and terms uf carrying on and trans- acting the business of the company, conformably to- the provisions contamed in these presents, and no sharehojder or shareholders nut being a director or directors, sliall on any acconnt or pretence what- soever, use the name, style, or firm of the company in drawing, in-x dorsmg, accepting, or otherwise negotiating,, any bills, notes, or other securities, or otherwise bowsoever,- or in any way have access to or meddle or interfere with the books, bills, cash, securities, or other property of tiie company, ot the managing, ordering, or con^ ducting the business, affairs, or concerns Uiereofr but shall and do. hereby fully and entirely commit, entrust, and leave the same to be wholly ordered, managed and conducted, by the directors for the time being, and wiioin- they shuU appoint, save as herein after mentioned. ) 11. That Xhv. said JAMES BELLES, WIL- \ LI AM CH AJMCE, EDWARD EAGLE, DA- NIEL LEDSAM, JOHN JVIABSOM, CHARLES SHAW, JOHN TURNER, and JOSEPH WALKER, are hereby declared and appointed to be the prese/it and iirst Directors of the Company, and they shall have power at any board to be held as hereinafter is men- tioned, to nominate and appoint two other directors of the company,, which two directors to be numinated by thom as aforesaid, and two- other directors to be nominated and appointed at the first, or soma subsequent general meeting of the shareholdt?rs shall, together with the satd eight directors first named be the directors of the said com- pa,ny, subject to the provisions hereinuftur contained ; provided ul- ways t]|at until such additional direcjurs shall be appointt^dt in man* net aiktifiaid, the t»aid e.ghl first named diroclurtt bhull have powiic Present Directors. Birmingham Banhtng Company: 50 to ndt in all things in the ofltnp way nnd ninnner as the twelve di Tectors are hereby authorised and empowered to act. 12. That the Director?, for the time being; of the Com- pany shall meet at the Company's Banking House in Bir- mingham, weekly, on Monday, in each week, at one o'clock, in the aflernooii, or as soon after as may be, which shall he the ordinary Board days, and on such other days and at such shorter intervals, and at such other hours in the day as they fnay think necessary : that the manager of the Company or any one Director, shall have power to call an extrawdinary board •of Directors, by sending or directing to each of the directors a letter by Post, or otherwise, at least one clear day .previously, specifying the place, day and hour, fixed for the meeting and the Not lenii than four i special purpose thereof. That four of the Directors to consti- > Directors, at least, must be present to con. late a Boardl ^ stitute a board for transacting business ; and all orders, acts, deeds, matters, and things, made, done, executed,, or ordered by, or at any sUch meeting of four or more Directors, shall be equally binding, valtdand effectual, as if all of the twelve Directors had been present ; and assented thereto or joined there- in (save and except as is otherwise required by Article 18. 13. That at the first Board of Directors to be hoMen in oftch year, •after the annual general meeting of the Shareholders of the Com- pany, and before any business is commenced, the said Board shall ehouse one of the then Directors to be theirChairman, and another Director t6 be Deputy Cliairman, for the en- suing ycar^ which Deputy Chairman is to act as Chairman during his absence ; and at every Board, each Director shall have but one te ; but the Chairman, or in his ab- sence, the Deputy Cliairman, in addition to his privilege of voting as any other Director, shall have a casting vote whenever upon any question the votes (including his single vote as such Dhrector) shall be equal ; and in case of the absence of both Chainnan and Deputy Chairman, or their coming williin any of the disqtialifications mentioned in thesie presents, another Director shall, in like manner, be appointed Chairman .; who shall have the same privilego of giving a casting vote, as such absent or disqualified shairman, or Deputy Chairman, would fawve had. Chairman and De- , puty Chairman of Board of Directdrs to b« appointed nnd ^< to have a caKtiog ^ote. Bbok of (be pro.! 1?* J^^} ^'"V'^^ ^^ *" ^'l^ pTOceedlngs of 'ceedhigt uftheBonrd t ^(^ch Board of Directors, and of the names of of Directors ta be j every Director present, snail be made and 'k^Pt* J entered in a book, and signed at the end of the business of the Board, by the Chairman at such Board ; and every such Book i^hall be kept by the manager fof the time beiD|r at the Banking House of the Company. 60 t)e€d of Setdment df tht f*0wer'to Board of Director* to pur* chase, erect, or lake ftuitable officen. 15. That it shall be iRwful Tor Anjr Board of Directors for the time being of the Com- pany to purchosr, or erect, or rent, or lakd upO!» Ipasc, or oMiervviso, such house, houses or premises as the waid bonrd sliall from time to time think rrqiii- site or necepsary for carry in nr on and manasrinrr the buHuiesc, af- fairs, and concerns cf the Company, upon Buch terms and stipula- tionF, and in eucli manner as they may deom advisable; and to fit up adapt and furiiisl tlte eame for the ns6 and purposes of the Company, and at the expense thereof; and from time to tims and at all times aXtirwarrip, to make sale, exchange, let, demise, or otherwise dlFpose of such honro, honees or premises, for the benefit of the Company, eitjier together or in parcels, and by auction, or private contract and upon euch conditions and .*br such prices, as the said Board shall think most advisable, and to purchase, or e- jiect, or to take such other house, houses or premises, in the place And lasuro the ) thereof, as the Board shnll from lime to time ^ deem cxnedient ; and likewise to insure tho rame. twildinw?, furnilare and effects of the Company sgainst Joss or damage by fire,- tn such sum or sums, and with such office or com- |)any as the said Board s'lull think proper. ^ Power to Board of DlrectorK to appoiiif tondoD Baakern, Ala> niifer, and other ofll- cero, and to displace them, and pay them loitabla salaries. 16. Tint the Board of Oirectora for thd time beinfff shall have full power and autho» rity, without the interference or control ot tht! shareholders, to nominate and appoint the banker or bankers, brtiker or brokers, and also the manager, teller, accountant^ ^ and all such other agents, oncers, clerks* tnd servants, as the said board may consider necessary foir carry-, ing on and managing the business affairs and concerns of the Com- pany, and in Iik& manner from time to time to remove and displaca all or any of thq said banker or bankers* broker or brokers, mana. ger, teller, accountant, agents officers, clerks, and servants, and at any; time or times to reinstate them or any of them, or uomina.t« other persons to the saoie offices and stations respectively,, as oc-^ casion shall require ; and shall also, on behalf and out of the funds of tl^e Company, allow and pay to every such person such reason- abl« salaries, charges^ commissions, or remun^rartions, a» tb0 Board shall, from time to tune» deem proper or necessary ; provid* •4 ^hat the said Board shall take such amount and species of secu- And. take Mcucity } rity for the due perfor.roaoce of the officeaL trotfi tbem. \ and trusts to be from time to time reposed in the manageri teller* accountant, agent, offices, clerks, and ser- Tohts* as. such board may deem propen ,17.. TM.it shall be, Imperative on the Directors for the. ti«# lining ofthe Compaqji at some such board as aforesaid, firom ttm^ to ttmei and without any delay or jntervali to appbiot two atj«ast| Birmingham BaiiJcint^ Company. 51 raitlrer to Board of i)ir«et(>r« to nppoint |)uhliu ofBcero purtia- ant ' to Statute se- TTenrli, Geonr« IV., tof the purpose of lining and bcin^sucd. hnd ul.<*(t to uppuiikt trustees fur the Coiu> pany. of the ohareliolf'oM of tho Compiny, to be the public rfficcrj lliercof for tie pur- pose of the company aning and being surd, in (lie nnnics or name of such public offi- cers or either of thciHi and forctherwiee < ori- forming to the provisions of the iieitiinbeforo mentioned Act of Parliament, of the seventh year of the reign of Iha present Majesty, and also, from lime to time, to appoint two or moTQ of the stOckhoFdera of tho Company to be the trustees thereof, in the names of whom, the several securities, estates^ and effectsi to bo taken by, or given to-, or in favour of the Company, cir wiicrein the company may be mti^rosted, eihall be taken, and whoso receipt shall be e^ufficient dit?chargc3. 18. That any Board of Directors for the time, being may give „ ,^ n„..j „r1 credit or make advances in account or other* Power to uonrd of I . . , . , l>i«-ector« to make I wiSe to any person or person^ whompoever* nJvnnces, See., but f so as no such credit or advance be given or the votea of any four j made for a permanency, or for any longer to be final. j period than six calendar months, unl«:'ss thd repayment thereof, be secured on sufficieift freehold, leasehold, or copyhold* heri^itaments, government stocks or funds, or sufHcient collateral personal security* provided nevertheless that in case any four of the directors should object to such credit or advance bcin^ {riven or made, or be of opinion that the same, if given or madet ishould be recalled, then and as the case may be, such advancd ahall not be made, or if made shall be immediately recalled. 19. That tto director shall be atithorised td vote in the matter of Directors not to 1 *"y ®°^^ advance or credit or of the withdraw* Vote when interested I ing of any such advance or credit, or aa to toerfonaiiy or through f the discounting any bill or note, wherein ho femUy connection. J golely or in partnership with any other per* lK>n or persons^, or wherein bis fhther, brother, sistert soni grandson^ grand-dau|rhter, nephew, or neice* or fatiier> in-law, or brother- in-lawt 8on-in«law, siater-in^law, or nepbew>in«laWi or paice-in-lawi may be interested. 21X That tb^ Direttotrs foir the time being shall catist to be pro- JProperhookntobe ) vided and .kept at the Banking House of tba kept atid balanced y Company, all necessary and proper books of twioa a.yeiur. ^ a^couat, wherein shall be entered, in a fair rfrr gttlar, and plain method, an account of all ireeeipta, payments^ traoidctions, and d^^inga that shall* from time to tinie be made jby* or OQ behalf of tba Company, and of ail profits, gains, or losaesy arising therafrtunr and also an accoiiot of all dealings and investments that shall be made with, or of tho stock atid capital ests of the Company to be made public and '>'('*> yi^e annual drvidena of the profits shall be then and there declared. . • Annaal general meet' log of shareholder* to be held on the lecoDd Wednesday Id February iu every year. Wimiiiigham Batthing Company. 63 S3. Thai ia every year such proportion of ihe net profits nbick Profit* to be divid cd ainoogflt »barebn|- it«r« subfeet to gua- f rantee fuiid. ^ shall appear to have been made by the Com* pany during that year, not exceeding one- fourth part thereof, as the Board of Direc- tors for the time being may think requisite shall be retained and form part of a fund, to be called " THE GUARANTEE FUND," and the resrtlce of such net profits, or so much thereof as the amiral general meeting shall from time to time determine, shall be divided amongst the shareholders, in proportion to their several shares ; provided nevertheless that no part of such net profit shall be so set apart in any year in which a dividend of five pounds per ceiii on the paid up capital j^hall not have beeotleciared. Guarantee fund to ne«t extriiordiunry demands by bnd debts or otherwise wben it exceeds one hnlf of the paid up capital, excess way eitber be divided amongst the •bareboldera or suf* fered to aceumulate or added to capital. 24. That the said girarantee fund shall accumuhite by way of compound interest, at the rate of three pounds per centum per annum; and is intended to meet and pro- vide against »ny extraordinary demands upon the Company ; and the same shall be applied' by the Board of Directcrs for the time be- ing for such purposes accordingly ; and when and so often as such fund with the ac- cumobtious thereof sha-l) amount to one half of the pi»id np capital, the excess be- yond that sum shall, as any general, annual, , or extraordinary meeting of the shareholders may decide, either be still suffered to accumulate or be divided among the then shareholders of the Company by w»y uf bonus, or in addition to the annual dividends, at such times and manner as the shareholders at such meeting may agree upon, or be added to the capita), as fresh stock, for the bcne^t uf the then share- holders, in proportion to their respective number of shares. Notice of dividend ) ^' Tliat the Board of Directoirs for the or bonus to he given > time being shall at such time or times as to shareholders. ^ may be thought fit, after a dividend shall have been declared at any annoail general meeting, or a bonus decided upon, pay or cau£3 to be paid, at the office of the Company, to each ishareholder, or bis or her executors or administrators, his or her proportion of such dividend and bonus and shall at least ten days before the day fixed for the payment of such dividend or boons, either by circular letter through the post office, or adver- tisement in any one or more of the Birmingham newspapers, in- form each of the shareholders, his or her executors or adrainis- tratorSf of bis, her, or their share of the dividend or bonus de • Glared or deckled upon, and when the same respectively will be payable ; but the party or partes entitled to receive any dividend or bonus, shall be at the entire expense of recciviog the snmt ; but uo propiietui who, or wh.>se executors or adminisUi^tors or 64 Deed of Sellliment of iJi* P „Bt per a»au.«. .uall ba.« be«» pari up. Dividend and bona* •es not paid • io •ix montbt to g<» »«> ««; cotiQl' of nncIaiOKO Dividend Fund. ^ 26. That alt dhridends or bonnses which may not be iwid for «x calendar iii6Dth», af- . ter the same respectively ahHll become paya- ki« .hall he naHsed to ao acoourttto be call- i.WM.«. Fu-«.. td ""^iTe' UNCLAIMED DfVID^ND M tMhr^'ouarantee Fund" and applied accordmgly. 07 That at the annui»l general n»eetlng of shareholders to bo 87. mat at uie «""".'*,^, . .^ February, one thousand bolden on the --"^^j^«,^^^^^^^^ aruiateach M.>de of Directors .Aseauent annual general ineeling all tho •rn^ellro/tJKhenr^^^^^ shaU retire from office, und Sl?«l;i."""* """jihai; be replaced by^twelve^ other director, . h«plprt«d bv a majority of voles, such majon y to be^ascer- ^i':; r^nS^ W.af^r meniioned ; P-vid^^^-^^f ^• !h "k on all occasions, any retiring director may be re-elected. OS That for better regulating such reaiiective elections, the ^3. 1 n«« ®; ";; g^ manager for the time being, shall, Board «f D^f**;'?"* "5J^^^^^ meeting; cause fourteen days at lea^U>e^j^b^^ I>tofper-|onrqa«-a christian and suifnamas, and the resi^- lifted to be p.rec.or. I the Cimstwn a ^^^^^ ■•at to each aboro- f deuces so tar as ^hou uc •»» hSder! J shareholders of the Company who^ahaU then - ^wlnlne^S required for sending uottees to sbareh«ld- t\:iiT,h^V^^<^^^^'^>* <'«''' '» twelve of tb.„,™,» irffi^^S«W«.I.ri«Kl thereto. «.«.« t»«k. »*««•»«•!» tr hS'^'rw .o'S. th»t Ih. seven.) P*""™ «> !»'"'•',""'• "»'' t T^Zi^. «■ 'be B.au»S" or Uiiectcn. «f the C.iui.uoj -K ».i.a-Lfiu-..,Ma., j.^^.!iA^ in iiMMMMiiiiiiiiiili ? Birmingham Banhiug Company, * ^ the Bank, nt least seven dnys before such annual general meeting ; which several lists shall be produced at such annual eeneral tneetinj^, and such twelve persons comprised in the said lists a« shall hive the greatest number of voles (calculated frc ». the number of marks aflixed to their respective names in the hsts to be returned .is nforesnid, and the number of votes which tho several persons affixino; such markn, shall, in pursuance of the provision hereinafter contained, be entitled, to give,) shall be the directors for the year ensuing ; .ind iu case of an equality of votes, the chfiirmau of such annual general niet^tiug, shall have the casting vote. 29. That at each annual general meeting, immediately after the choice of directors shall have been deterisiiued and declared, in pursuance of the last article or clause, the shareholders then present shall elect, and choose three of such Directors, not ac- tively engaged in business, as "THE BILL COMMITTEE," for A Bill Committee ? the year ensuing; which said committee shall to be appointed. ^ be appointed, in order as much as may be, to prevent the exposure of such bills of exchange and promisso« ry notes as may pass through the Bank, and all such bills and notes shall be accordingly submitted to such Bill Committee. 30. That no person can be elected a director who shall not b« Persons dioquniified ) ^ holder of fifty shares at least, in his own from becotutug hi- > right, in the capital of the Company, or who rectors. > shall be a banker, or clerk, or accountant in, or agent to a banking-house, or a director in any other banking company: and if any of the presenter future directors, shall cease to hold fifty shares, or become banker, or jlerk, or accoun- tant, or agent to any banking-house, or director in any other bank- ing company, his office as director shall the»;;npon, and thence- forth become vacated ; provided, that in case any such director shall have become disqualified, and such disqualiflcatlon shall not be notorious, no act or resolution of any board of directors at wh.ch he may have attended, previously to such disqualificatioa becoming notorious, shall be avoided, or vacated, in consequence of there not having beeu four directors present, independently of BUch disqualified director, unless any board of directors, or gea eral, or special meeting of directors so detetmiiie. 31. That in case the conduct of any one director shall be such. Board of Directors ^ that his continuance in office shall appear to may ex(>Rlauy oueof Whe other directors prejudicial or injurious Iheir body. ^ to the interests of the Company, it shall be lawful for all the other directors, at a Board to be convened for that purpose, if they be uoanixjaoui in that behalf, but not otbejr* iirise, to remove any such director from his office. f. *^> 66 Deed of SeitUment of the 32. That an) director, or other officer of the Conip«tsy, id»j, Directors, &c. may ? at any time vacate his office, by ^tending his '**'g^' y resignation in wviting to any board of direc- tors, for the time being of the Company. 33. That when, and so often, as any vacancy shall occur in Interim Directors ) the office of director of the Company, either may be appolDt'^d by > by death, resignation, disqurlification or re- the Board. ^ moval, previously to the time at which such director or directors would otherwise have retired, ag aforesaid; then the Board of Directors for the time being shall, ahd they are hereby authorised and directed to appoint a proper person, qualified as aforesaid, to fill the office of director in the stead of the director, respectively, so dying, resigning, becoming disqua- lified or being removed as aforesaid; and every such director so appointed, shall be as fully and effectually a director of the Com- pany, as if he had been originally elected by the shareholders, and shall retire from the direction of the Company at the same time, and in Kkc manner, as the director in whose place he shall be so appointed, would have retired, under the regulations here- in contained. 34. That each of the present and future directors shall, previ- Directors to sign ) ously to entering on the duties of his office, declaration of »ecre- V sign a declaration, in a book to be kept for ^^' ) that purpose, that he will not reveal, or make known, any of the matters, affairs, or concerns which may come to his knowledge, as a director of the Company, to any perpon or persons whomsoever, except when officially required by the Board of Directors for the time being, or by any general or extraordinary meeting of the Company, or by the Committe© of Inspection appointed as hereinafter mentioned. 35. That every Board of Directors shall act in strict conformity Board of Directors 1 *° ^^® TV^es and provisions hereby establish- to act in conformity I ed, or to be established, modified, varied or with these presents, \ altered bv any annual or oxtraordinary meet- law8."*°^ """^® ''^"' *"ff' ^^ meetings of the shareholders of tho J company, but in all cases, when there shall be no Buch existing or subsisting rule or provision applicable, the Board of Directors shall act m such manner as may appc r to them best calculated to promote the welfare of the company, and for the belter guidance of tho directors, in the management of, and sup erinten- dsnce over the aflfairs and concerns of the company it shall be law- ful for ♦»very or any board of Directors to make whatever bye-lawf, rules and regulations, they shall think fit, and from time to time to • alter and rescind the same, or any of them, as to any such Board iziay seem meet ; provided that such by-laws be not inconaistenfc with, or repugnant to the fuodamenta' nrinciple or constitution <• i *!*»»,.••'•„ ^1 Birmingham Banking Company, 67 tho company ae agreed and settled by these presents, or ai may bo altered or established by any annual or extraordinary meeting or meetings of sharoholders, under the power herein ^nven for such purpose. Remuneration to Directors to be fixed by general annual meeting. 36. That the shareholders at any annual general meeting shall fix the remuneration (if ' any) to be paid to the Board of Directors, for the time being of the Company. 37. That the bills or notes of the company shall be signed, drawn Board of directors ) accepted, cr endorsed by the manager for the may authorise mana- > time being, or such other officer or officers of ger» to sign notes,&,c. \ the company as the board of directors for the time being shall appoint, by a minute to be signed by the chairman, and to be entered in the book of proceedings of the said Board ; and no bills or notes of the Company, signed, drawn, accepted or endorsed in any other manner than by the person or persons so authorised, shall be binding on the Company. 38. That it shall be the duty of the manager for the time being, List of shareholders! '» enter in a book, to be provided for that to be kept and from I purpose, the name and place of residence of time to tima amend- j every shareholder for the time being of the «<*• J Joint Stock of the Company, and the number of shares belonging to him, or her; and from time to time ti cor- rect or alter such entries as circumtances shall require ; and for the purposes of enabling him so to do, every shareholder changing his or her name or place of abode, or whose name or place of abode, through his or her default, shall be incorrectly entered in the books of the Company, or who being a female, may have married, chall immediately give notice in writing at the office of the Com- pany of such circumstance, and therein correct or explain the mis- take or omission, or (being a female) notify such marriage, and give the name and place of abode of her husband. 89. That every, or any notice, to shareholders required to bo g^ivcn Mod* of giving ) by these presents, and the mode of giving noticeB. ^ which, is not herein otherwise provided for •hall be by letter, written or printed in the name of the manager for the time being, or other person acting in his office, and be put into the post office at Birmingham, directed to such shareholders ac- cording to the existing entry in the books of the Company, and ■hall, lost all the intended purposes thereof, be deemed effectual no- tice and binding upon each and every ihareholder to whom the same ahall be addressed. 40. That the Board of Directors, for the time being may, from tiihf to time, establiih branch banks, or agents qt any other town* Gfi JDced of Settle mcni of the Bnnrd of Directors 1 to have the conduct I of nil cctious brought against the public of- ficera, &c. Board of Directors ) "r plarcB, as such board may think advigahle ; tofiy eiitabiish braucb > and mny appoint mana^erp, tellers, and other Banks. ^ officers and servants thereof; and suppr»^'ss, discontinue or remove all or any such brnnch banks or cstubiish- ments, and such managers, tellers, officers and servants, and fix for, and pay to them respectively puch ealarifs and rr mnnerations as any such board, from time to time, may judge expedient, and Buch branch banks or agents, managers, tellers, officers and ser- vants, when GO established and appointed, sijall immediately thence, forward be under the direction, conduct, mnnafrement and control of the Directors in the same manner as the principal establiish- mentB of the Company. 41. That the conduct and management of all actions and siiits by or against the public officer or officers of the Company, shall be confided to the Board of Directors, and it shall be the first duty of the said board to apply, or cause to be applied* a competent part of the fund called ''THK GUARANTEE FUND," or if deficient then other funds of the Company, in satisfy- ing and discharging all money which either as damages of costs, such public officer or '.^ft'cers, or any share- holder or shareholders of the Company rna;, If rjme liable to pay, or pay for or on behalf of the Company, by reason of any such ac- tion or suit ; and each Director for the time, shall, 'inder and by vir- tue of these present?, bo liable to he 6Ut;d on his covenant, for his neglect or refusal to join in the necessary orders for the applica- tion of the said funds, so aa to accomplish and give effect to this provision ; but no public officer or shareholder who shall refuse or neglect to confide his defence to the management of the said board, shall be entitled to have or claim the benefit of such re-imburse- ment or indemnity. 42. That when, and bo often as any person or personp, whcthet shareholders in the Company oi not, shall break, or refuse or ne- glect to perform or comply with any of the covenants, conditions, stipulations or agreements contained in these presents, cr othi r llid "" snpj.'lemenlal or eubsiplingdecd of stiltlemcnt of the Company, and which, on his, her or their part, ought lobe performed, or complied with, or to pny and d'scljarge any Kum of money, debt, claim or demand due or claim- ed, to bo duo to the Company, or otherwipe, 10 satisfy any cause of a'tion, which tho Company may rosBttJs, it shall be lawful fo- the Board of Direcfora for the tim« baing, to direct an ucUoti or suit, or other proceeding at law or in equity, to bo commencod in the name or names of the person nrpcrso.is who, the said Board may bo advised, oiiglit to ha JtlaiutifiT or plaintifis against the person or persons, (or ilie t inu Power to Board of Directors to com- mence tegiil proceed- ings Oicaliifit any per- ■ofl or persons, whe tber shareholders or not. liirmino'ha77i Banking Co?npan7/» 69 b^infj cominittinsr sncli bpeach, or rfifusinsr or npfflectirifj, as afirR- said, or liable to pay such sum of money, debt, claim, or domand, or satisfy stich cause of action, hisi, her or tlieir hers, ex ceutors, or ad- ministrators; and the person or persons in whose name ornaniea any Buch action or suit snail besocommerjied, shall not discontiiuie, re- lease, or become nonsuit in such action or suit, without the consent of some Board of Directors for th'? time being, of the Company; and provided such person or persons obey tho directions of the Directora in and about such actions, suits and proceedings, he and they shall be indemnified out of the funds or property of the Company, against all expenses, damages and losses which they, he or she may incur or sustain in consequence of such action or suit in like manner a^ herein provided, concerning the public officer or officers of the Company ; and the sum or punis o^ money to be recovered and re- ceived in any sucn aclioa or suit, Bhaii form part of the funds of the Company. 43. That any Board of Directors for the time being, in its dis- cretion may agree to refer and submit to ar- _ _ _ bitration, any matter in dispute, question or to arbitration, to 1 difference between the Company and any 1 j.,k»> »-j > person or persons, and may compound any debt or debts owing to the Company, and ac- cept a part thereof, or a security for the same in full, or give further time lor the payment thereof; and may re- frain from suing for any debt or debts, which, in the opinion of the said Board shall be bid or desperate ; or not worth suing for ; and also from t'tne to timoi by a minute in tho book of proceedings of the Board, may authoriee the public ofSoer or officers of, or any other person or persons, on behalf of the Company to prove any debt or debts due to the Company from any Bankrupt or losalvout, or to act in the matter of such bankrUiitcy or insolvency; and to receive «ny dividona thereon, or ;o sign the oertifi(;ate or certifi- cates of any person or persons indebted to the Company, who may become bankrui)!, and tho receipt of every or any such dividmd by the perso'i or pnrsuud so lo be appointed shall be a coin^iletc and cfT'ctual discharge. 44. Th;it as to such of tho funds of the Company as. shall not be employed, in the ordinary business thereof, the Bj.ird of Direc Power to Board of t>irect(>r8 to submit compound debts, and tign Bntik Kocelpts, Certificates. General power to Board of Directors tors for the time being, may lay out, and in- vest the s ime, e'ther in tiio names of the to invest eurplu.'. V Trustees for the time boifig, or of such other funds and to change persons as the said Board m.iy appoint, in or trfcuritie*. J ypQ,^ ^j,Q parliamentary 810(^1'-'' or funds of Groat Britain ; Oi in a ly Navy, or Exchequer Bills ; or India Bonds or Buvk, or E ist India Stock., or on freehold, lea'^ehotd or copyhold securities m Gr^at Britain or Ireland, or in the purchase of elock ill tho Company, or in ary chartered Gjinpany, or of aimuitiea 70 Deed of Settlement of the for one or more life or lives to be insured, either by the Grantors, or by the Company, or of any other description ; and any Board of Director?, when they shall think proper, may cause any of the funds or property so to be laid out and invested, to be disposed of, called in or otherwise converted into money, and the money arising thereby to be ag;ain laid out and invested upon securities as aforesaid, and so from time to time as occasion may require. 45. That at every meeting of Shareholders of the Company, whether annual, or extraordinary, or by adjournment, tho chair Appointments of) shall be filled by the chairman for che time cbnirmnn nt nil meet- > being, of the Board of Directors, if present', ings of .Shareholders. ^ or in his absence, by the Deputy Chairman of the Board of Directors ; or in case of the absence of both of them, then by one or other of the Directors, then by such other member of the Company, as the majority of the Shareholders then and there present, and qualified to vote, as heremafter mentioned, shall elect to fill tlio chair; and the chairman who may preside at such meeting, shall regulate the proceedings thereo**, and shall not only vote as any other Shareholder, but in case of an equality of votes, shall have the casting vote, and all tlie acts, orders, and proceedings of such respective meetings, shall be entered in a book to be kept by the Manager for the time being, of the Company, and shall be authenticated by the Chairman's signature, which shall be conclusive evidence of all such acts, orders and proceed- ings. 46. That at each meeting of shareholders of the Company, Mode of Toting at ) whether annual or extraordinary, or by ad. all meetiugd of ahare- > joumment all questions, motions, rules, or- holders. ^ ders and regulations, which may be brought forward or proposed for the discussion, opinion or decision of the shareholders shall bo determined and decided by the majority of voces of the shareholders then and there present ; and so that each holder of less than ten shares, shall not have any vote ; each hol- der of ten shares or upwards, but less than forty shares shall have one vote ; and each holder of forty shares or upwards, but less than seventy shares shall have two votes ; and each holder of seventy shares or upwards, but less than one hundred shall havethree votes ; and each holder of one hundred shares and upwards, shall have four votes and nomore ; provided, that if ten or more shareholders present at such respective meetings (and qualified to vote as here- in mentioned) and the aggregate of whose shares shall not he less than five hundred, shall demand tliai ttie votes be ascertained, and taken by ballot, then the same shall be done accordingly, but unless ten or more such «;hnreholders having such amount of shares do so require,no ballot shall take place : but in\:ase a .ballot shall be du- ly required each shareholder present, and duly qualified to vote at Birmingham Banking Company. 1 ■uch meeting, shall deposit in a balloting fcox, to be provided by the manager, for the time being, of the company, a pi«ce of panor, on which shall be written his or her own nanri", & the number of vote?, which he or she shall claim to exercise, and also the assent or dia- ■ent of the said shareholders to the qiiRstion, or matter, under con- sideration ; and one of the Directors to be cliosen by the Chair- man, assisted by two persons to be chosen by the meeting as scru- tineers, shall thereupon retire, and report to the meeting, or to any adjournment thereof, the result of such ballot, and the same shall be declared by the Chairman, and entered in the book of proceed- ings, as the decision of the meeting accordingly. 47. That ev«ry shareholder bein"; a female, or residing gener- ally ten miles, or upwards, from Birmingham, or being a clergy- roan, or a member of parliament, and who respectively shall be Proxy votes adtniR- ? qualified and authorised to vote at any gen- •ible in certain cases. ^ eral, extraordinary or adjourned meeting, may appoint a person to vote for her, or him, at such respective meeting; but no vote, or proxy, shall, in any case be admitted, unless the person appointed as proxy shdll be a qualified share- holder, and authorised to attend in his own right, and unless such proxy shall be nominated under the hand of the shareholder, availing herself or himself of that privilege; and no proxy shall be in force, or available at any other meeting except an adjourn- ment thereof, than that for which it was expressly given, or inten- ded to apply, and each proxy shall be in the form, or to the ef- fect following, that is to say : ••I hereby appoint — — — -— — my proxy to vote for me, and in ray name, at a general or extra- ordinary or a Ijourned meeting, as the case may be, of the share- holders of the Birmingham Banking Company, to be holden on the day of ■ and at any adjournment or ad- journments of such meeting, dated &c." And every sharehol- der who shall have appointed such proxy as aforesaid, and whose proxy shall attend, shall for all -the purposes of the annual, ex- traordinary or adjourned meeting, for which such proxy shall have been appointed, be considered as present, and all the acts and votes of the proxy in that capacity shall be as valid and effec- tual as the acts and votes of the shareholder appointing him would hav« been, if such shareholder had been present, and had per- sonally acted and voted at such respective meeting. 48. That no shareholder shall bo allowed to vote personally or by proxy at any meeting of shareholders, or to claim any divi- Shareholdem not ) "^end or bonus or exercise any right by vir- permittod to vote ua- > tue of these presents, until such sharehol- til eallB paid ap. ^ dg^ shall have paid the amount of every call, in rospect of the share or shares in the capital of the Company, 72 Deed of Se! dement of the to which be or she may be entitled, and shall otherw'se have con- formed to the provisions and regnlations of these presents, orth« then subsisting or any supplemental deed of settlement. 49. That no business shall at any meeting of shareholders, No qiipj-tinn tn be 1 whether annual, extraordinaiy or by ad- ipone info nt meetings journment, be gone into or discussed, nor of Rhnrehnlder!). un shall any decision be made on any business iesR twenty ^narelinl- „ u- u ' i i .i • ♦ , _ i;- d«Ts present, who ^ '*'"'ch may have been then gone into or dis- ebnll be holders of at cussed, unless there shall be personally pre- lenst fifteen bnudred sent at such Respective meeting, at the com- ■'*"'"®"' j mencement of the day's business, and also when any question shall be decided, at least twenty shareholders, duly qualified to vote as aforesaid, and the shareholders preseut shall be holderrs of at least fifteen hundred shares. 50. That if at any meeting of shareholders, whether annual, ex- Power to ndjnurii Vraordinary or by adjournment, twenty such iDeetitips of shnre (shareholders and Jiolders of at least fifteen ntttrid /bundred shares, shall not be present witliiu niimherdoDot ...ivi.iji I within one hour of I one hour after the time appointed for holding time appointed. ^jjjg same, respectively, then, and in every such case, such respective meeting shall be adjourned ; and the chairman or deputy chairman, for the time beiug, of the Board of Directors, as the case may be, or any other director then present, or if no director be present, then the manager, for the time being, of the company, shall, and is hereby required to declare such meeting adjourned, and the same shall be thereupon adjourned to such future time and place, in the town of Birmingham as the majority of the shareholders then present, and qualified to vote, may deteimine; and notice of such adjournment shall be given, in like manner as was require*! for convening the meeting, whence i8och adjournment took place; and there shall be an interval between such first meeting and the subsequent one, suflRcient to enable seven days notice to be given to the shareholders, by ad» vertisement or circulars as before provided. Power to Adjourn meetinR of ohnrehold- ern after ba(>ines8 commenced. 51. That the shareholders present at any such meeting, whether annual or extraordinary, being suf- ficient in number to transact business, may adjourn the same once or oftener, to such day and hour, days and hours, and such convenient place in the town of Birmingham, as they may deem advisable; and after a motion for adjournment has been carried, no business shall, on any pretence, be brought forward ; and it shall not be necessary to give any notice by advertisement of any adjournment, except the same shall take phice through the Lon- attendance of twenty shareholders, or Jsharcholders not koldiug *•';.■ Birmingfiam Banking Company. 73 iSfteeD hundred shares, or such adjournment shall be for a lnn^«r fieriod than seven days after, and inclusive of the dav of holding the meeting, which shall so adjourn ; and also iacfosive of th» day to which the meeting shall be adjourned ; and no subject or business shall be proposed, debated or disposed of in any such adjourned meeting, other than so much of any subject or busi- ness, as shall remain undecided or undisposed of, at the meeting whence the adjournment took place; &the shareholders who shall be present at every or any adjourned meeting, although they might not have been present at the meeting whence the adjourn meut took place, and who reipectively may be qualified to act and vote therein, according to the provisions aforesaid, may act and vote, at such respective adjourued meeting. 52* That no subscriber to, or shatreholder of the company, his or her executors, or administrators, leg^»|», assignees, or credit- ors, or any othor person, or persons dmiming, or to claim by, Shareholder* not ) through, under, or in trust for him, or her, Kraiilte4 ip ioipect > shall bd entitled to inspect any of the books, »k«» S accounts, documents, or writings of the company, except snc^h as may be produced for that purpose, at any general, annual, extraordinary, or adjourned meeting of shareuglders. ; 5^. That all debts and engagements to the company, of any fthitreholderor shareholders, either for cash advances; or balances, or running bills, or notes, being 'direct bills, notes, or indorse- ments passed to the company by such sfaarehblder or sharehold- ^hares to he to tba ) *•*♦ ****♦ t®*" ***" ^^^" partner or partners, or tni plaee liable to i otherwise, howsoever, shall be at all ticries, tbf^ymittt due to tlie C and in all cases set off against all sharesand Bank. e 7 stock of such shareholder or shareholders ; Mrt|iethi^r such d^bts aitd engagements be the debts and engage^ liienTs of such shareholder or shareholders individually, or joint- ly^, or in partnership with any other person or persons; and the board of directors, for the time being, may extinguish or dispose of such share or shares, either entirely or partially, as the cas» ifiay feem to require, by way of, or towards satisfaction, or pay- ment of all, or any part of such debts or engagements. 54. Th|»tno share in the stock of the company shall be trans- ferable ull^aU calls, or instalments in respect thereof, have been duly paid up7 bin from and after that time, if any shareholder, ^ his, or her legal representative or represontatives, whether by maitiage, hr as executors, administrators, legatees, guardians, co'iiimltteea, assignees under bankruptcy or insq|lvenGy shall be d^lrotis of t^Uing^'i^ li^lpl^ <|f any share ^r shares in tho compam^ft h^ ^be^ oi^HtlKUrihalT staM m w-riting to the boiird of riissrjAiljimtitl JE"^*^"^ fioi^tiut tlm^ h»Uv^, tha name or *" " * ijfi persons who is or ^f chaser or nur- feal price which er or f>urchasers "^ li^ i ^ijllllllLjjj^Uj^^ m mmmm 74 Deed of Settlement of the thereof, and the real ptice which snch proposed purchaser or parchasers have agreed to give for the same ; and shall also leave at the banking house of the company, the written consent of such proposed purchaser or purchasers* to become a member or mem- bers cf the company, subject to the rules and regulations thereof; and if the said board of directors shall approve of such proposed purchaser, they shall notify the same to the proposed vender, fifithin fourteen days after receiving such notice ; and such purchaser or purchasers may then take a transfer of the same share or shares, and shall have the like advantages in the same, and be subject te the like liabilities in respect thereof, as the previous owner or owners had therein, and was, or were subject in respect thereof, but no transfer shall be made without such approval of the board of directors, as aforesaid, or in any other form than is hereinafter provided. 55. That the husband of any female shareholder, or the repre- sentative or representatives of any shareholder, (whether execu- tors, administrators, legatees, trustees, guardians, committees, assignees under bankruptcy, or insolvency, or otherwise,) on leaving three days previously for inspection at the banking house of the CQmpany, the certificate of the marriage, the probate of will, letters of administration or other documents, under which Executors, adminis-l ^e, she, or they may claim to receive the trators, legatees, trai>« j dividend or dividends, bonus or bonusses, tees, gaardiaos, com (if any) due on the share or shares of such mittees and aMienees I ghareholder at the time of marriage, or his, may receive dividends *- . . ^ o ' . _» dae at death, bank* , - . - - « , ~ vency, as the case maybe, at or after the expiration of such three days, shall receive such dividend; or dividends, bonus or bonus- ses; but the receipt thereof shall not constitute any person so receiving the> same a partner in the company or authorise him tit her to exercise, any right oy power in the affairs theueof; and.no such person in any such capacity shall be entitled to receive any future dividends, bonusses or other profits accruing or becoming due, after the marriage, death, lunacy, bankruptcy, or insolvency of any such shareholder upon or in respect of his or her share ; but the same dividends, Bonusses or profits, shall not bb receiva- ble until the share or shares in respect of which such dividend or dividends, bonus or bonuses is or are paya- ble, shall be transferred into the names of such husband, executors or administrators, legatees, trustees, guardians, committees or assignees, or his, her or their nominee or nomiuees (as the casft may be) and after such transfer the same dividend or dividends, or bonus or bonussesshall be paid to the transferee or transferees of such share or shaireS. 06. That the husband of any f^n^ale shareholder or any fiicli 9x* ecutors, adminiftratorSi leMtees, tiraatees, {[tni^iAQi^coatt^ or ftisigneest who ahall be desirous of retaining the iharo oc.iharw But notf^ to receive further dividends ud- til they are admitted sftareholders. .''i.-!.^;5 Birmingham Banking Company, %B Executor*, Admi- nUtraton, Legateei, TrosUea, Guardians, Attiguees or Com- mittees to be admit- tf)d shareholders on ftignifying their con- sent so to be. of his wife,- or of the penon or persona whom he, she or they represent, and of having the same transferred into his, her cr their namo. or nomes, shall give notice in writing of Euch desire to the Board of Directors, for the time being (in manner as mentioned in article 54, with regard to the sale of shares) and be, she or they may on the approval of the board of directors, bo ad< milted and become a shareholder or shareholders in the company, in respect of such share or shares and have the same transferred into his, her or their name or names accordingly. 57. That the Board of Directors, for the time being, shall be at Jiberty to decide upon the form and manner of the transfer, to be *made and executed upon the sale or transfer of the shares in the Board of Directors ) company and shall from time to time, and to decide upon form >at all times hereafler make such further rules, of transfer. ^ orders and regulations respecting such trans- fers, and by whom the same shall be prepared, as shall appear to them necessary and advisable, for the secunty of the company, and the due assignment of the said shares, but so that all transfers, shall be signed by three of the directors, and so that all transfers, sales or assignments of any share or shares in the company, which shleill not be made conformably to the provision of these presents, and. - any supplemental or subsisting deed of settlement of the company, and according to the regulations of the direstors, shall be null and void. • 58. That every person who 4s a subscriber to the company, or ahall acquire any share or shares therein, shall although he or she . shall not have executed these presents, as to all duties, obligations, claims and demands, in respect of his or her share or shares be con- sidered as a sbarchoider of the company, from the time of his or her subscription, for or otherwise acquiring his or her share or shares, but as to all profits, rights privileges, benefits and advanta{;es to arise from the said share or shares, shall not be considered a sharehol* dcr of the company 'until he or she shall have executed these pre* flents, either in person or by Attorney, at the Banking House of the Company in Birmingham, or at such other place as the board of directors for the time being shall require, and in case any of the pre- sent or future subscribers or any other person or persons hereaOier claiming to be entitled to a share or shares in the company either as purchasers, executors, administrators, legatees, trustees, guardians, committees, assignees, or (^herwise, shall, for three calendar rn^Qniha afker notice in wHting from the manager of the company, neglect or refuse to execute personally, or by Attorney, as the board of direc- tors may require these presents or some deed of covenant to be pre- pared at the expence of, or paid for by such person or persons, and to be approTed of by the said board whereby he, slie or they shall The present share- holders omitting to «xecute these pre- sents . and the future shareholders omit- ting to execute deed t(/''iDide by the same, within a limited time their shares to be sold. 7« Dad of Seitletneni of the eoremint to abide by the regulations of the company, than the share or shares of the party or parties so neglecting or refusing to execute, or to pay the expense of any such deed of covenant, and also all depositee paid in respect of such share or shares*' and all benefit and advantage whatsoever shall from, and as from the expiration of the above period become forfeited in such manner as directed bv article 8, subject to such discretionary power as therein mentioned. 50. That from and immediately after the completion of any sale and transfer in the manner afbresaid, the person or persons, to whom such sal« and transfer may be made, shall have, and bo sub. irrnnofereet of tharenl ject to all the same privileges and liabilities entitled to same pri- as the person or persons, by, or from whom Tilegee ond eahject I gugf, g^i^ ^„j transfer was or were mUde, and tb/pTrU* weJe in f «^erv person or persons, whose share or shares wboiie placet they 9^^h by the board of directors; for the time ■(and. J being, Kave been sold by virtue of any of the powers hereinbefore contained, shall in respect of snch share or shares cease to he shareholder or shareholders in the company ; and •ball for ever thenceforth be acquitted and discharged from all far- ther obligations, in respect of such sharo or shares, and from all the Owners of shares 1 covenants, agreements, regulations and stipu> which may have been | iations to which by this or any supplemental 'eold by "directors to ^ or other subsisting ^ d of settlement of the be free Trom farther j conipany, be, she oi they would have been calls and liabihiies. J jj^j^j^ j^ respect of ihe same share ofshares, if the same had not been sold as aforesaid, provided nevertheless that nothing in this article contained shall extend, or be meant or construed to extend to release sucli shareholder or 8hareho]der,s froiti his, her or their proportion of the losses (if any) sustained by the company, up to the period of his, her or their ceasing to be such shareholder or shareholders as aforesaid. / 60. That it shall be lawful for any board of directors, for*he time being, to purchase any share or shares, by, or out of the funds of the company, for the benefit thereof, and afterwards to sell and "dispose of such share or shares, rather than to retain the same, to Power to board to ) persons capable of promoting the interests of sell purchased shares. \ the company at such times, and from time to time, and either by auction or private contract, orin snch other tnan< '^iier as such boardshall think most beneficial fbr the general benefit of the company, and the person or persons who shall purchase any such share or shares from the directors, shall, on completion of sucn pur chwe, become a shareholder or shareholders in the compiny, and be^lp^itled to a proper transfer or certificate thereof, but it shall not be tlecetsary for the previous owner or owners of any such share or vhafss to j^ in any transfer or assignment thereof* >^j61^' /jtftat any annual general meeting of the shareholders^ if die^ •fetMed with the statement of the affairs of the company submit- tedfotbemr at which five pounds per Centum on the paid^^p capital 'llUin not hst^e'been declaredt may appoint three shareholdei»(each Birmingham Banking Company, IT ' Power to geoeral Vquol>fied to be a director) as a committee of mettlDg to appoint > inspsction toinvcBtigale into all* or any of the * Invpoctora- jafTairs and concerns of the company ; and such eommitte* shall have full power and authority to call for the production of all books, voucherp, and documents, and also reqair? the aid, and personal and other explanation from the manager, ac- countant, clerks, or other officers of the company, who shall accord- ingly give and render, or cause to be given and rendered such aid and explanation, aiid the annual general meeting, at which such committeo of inspection, shall have been appoi>«cd, may be ad- journed to some future day, to hear the report of the said inspectora thereon, but such inspectors shall, previous to entering upon such investigation sign a similar declaration of secrecy aa is hereinbefore requir^ to be. signed by the board of directors, for the time being, «f the company. 62. That the majority of shareholders qualified and voting ac- cording to the right of voting hereinbefore mentioned, and per- Power to' iibare>) aonally present at two successive eztraordi- hotderi at the extra, nary meetings, or at one annual g^eneral ordinary meetings to meeting, and one extraordinary meeting, to Sr*the ■umber °'of ' ^ convened in such manner, and with such 4lireetors, displace di- notice as hereinafter mentioned may, from reetors and make time to time, increase the capital of the new laws, &e. J Company, or lessen or increase the nnmber of directors, from the present number of directors, to anv other number, or may remove any director from his office, or apply for a Charter or Act of Parliament, as hereinafter mentioned^ or may make any new order, rule, law, regulation or provision for better managing and governing the Company or the business, affairs or concerns thereof, or may amend, alter, repeal ot make void any of the existing laws, regulatioire and provisions thereof, or any of the articles contained in thesQ presents or to be contained in any Al- lure deed or deeds, relating to the Company; provided that no order, rule, law, regulation, provision, matter or thing, be entered into or done at any such meeting, so as to '^elease or exonerate any of the shareholders for the time being of the Company from their respective liabilities, to piy and make good the sum of fifty pounds in the whole, in respect of each share therein, as aforesaid, or to alter the provisions contained in Article 5, and 72. 68. That for effectuatinj^ all, any, or either of the purposes men- tioned in the last preceding article, the Board of Directors for the Power to Board ofl ^'"*® **«^"^ "**y ^^^^ time to time call an ex- Directors to call an ( traordinary meeting of Bhafisholders, at some •itraordinary meet- { convenient place in the town of Binning, ing of shareholders. J ham, of which the manager, for the ttt be. mg of the Company, shall give seven days previous notice, signed hy himt stating the day, hour and place such meetings is appointed to b'e holden, and the dA)jeGt thereof; and such notice sbdl be lent to aharehcdders, in the manor required by Article or Clanse 99, ieven days befiire the time fixed for holding the meeting ; and the - hoard of directors may also in like manner, call a second extr^or* 78 Detd of Settlement of the Power to twenty ■bareholderf to re- qiieat bourd of di«cc- tora to ca'l vxtrordi- nary general meet- ings and provision in ense the buard refa- les. dinary meeting, for the purpose of confirming any new order, rule, law, regulation, proviflion, matter or thing, passed or agreed to, at such first mtieting. 64. That twenty or more shareholders ^f the Company, quali- ficd to vote, as aforesaid, tho . aggregate amount of whose shares shall not be ices than fifteen hundred, may, at any time or times, by writing under their hands, require the Board of Directors for the "" time being, to call an extraordinary meeting of the shareholders, for any of the purposes mentioned in Clause or Article 62 ; and every such requisition shall set forth the object of such extraordinary meeting, and shall be left with the manager, for the time being, at the office of the Company, at least one calendar month before the time named in the requisition, for the meeting to be holden ; otherwise tho said board shall not be bound to take no- tice thereof; but in case the directors neglect or refuse, for lour- teen days afior sucU requisition shall be so lefl. as aforesaid, to call such extraordinary meeting, then the shareholders signing there- quisition may, for the purposes mentioned in such neglected or re- tUsed requisition, call an extraordinary meeting of the shareholders, by notice signed by them, and advertised in one of the Birming- ham newspapers, at the least, fourteen days before the time fixed fbr holding the meeting; and in every such advertisement, the object of such extraordinary meeting, and the day and hour and place in the town of Birmingham, of holding the same, and the delivery of tho requisition to the said board, and its refusal to call such extraordinary meeting shall be specified; provided that no new order, rule, law, regulation, provision, matter or thing to be^ passed or agreed to by the first ofthe said meetings (whether annual or extraordinary) shall be binding or conclusive, until confirmed by a second meeting, nor shall any such question be in the first instance proposed by the said board, at any annual meeting without giving seven clear days notice thereof, in manner as prescribed by article €5^ nor be proposed by *he shareholders, without giving a like no- tice, and also leaving with the manager at the office of the Com- pany, a copy of such notice, at least one calendar month previous to the time for holding such annual meeting. Receipt of trustees ) 65. That in all cases where any share or for shares to be suffi- > shares in the capital of the Company shall be cient disisharges. )beqeathed to, or otherwise become vested in any person or persons for, or subject to, any equitable cli&im of any other person or persons, the receipt of the person or persons in . whgjyiny such share or shares shall be vested at law, br his, her or tmiT executors, or administrators shall, notwitfastandine any olaim or demand whatsoever of any person or persons equitably en- titled to, or having any equitable claim on the said share, or shares bs a good and sufficient discharge for the money, which may become payable |r«n the- Company, for, or in respect of such share Seenrities taken io, names of trustees to be subject to the con* trol -or directors, and > Birmingham Banking Company, 79 or shares, and shall dischargre the Company from the obligation of seeing to its application or being answerable for its misapplication. 66. That the securities or other investments hereinbefore author- ised to be taken and made in the names of the trustees of the Com- pany, and all monies to be secured or become due thereon, shall from time to time, bounder the control and subject to the disposi- tion of the Board of Directors, for the time being ; and the order in writing of the said board, and countersigned by the manager for the tune being, shall be obligatory on, and a justification to the said trostMr to "execu'te f tnistees, as to any purchase* sale, investment, declaration of tffiist if I payment or disposition of the securities or required. J money of the Company, and the said trustees shall* from time to time, execute and deliver to the said Board of Directors, at the expense of the Company, such declarations or acknowledgments of ■ trust of the estates, securities, monies and effects, purchased, taken, holden, or possessed by the same trus- tees, on behalf of the Company, as the Board for the time being shall devise or require. 67. That every, or any receipt of the trustees for the time being« of the Company, or such number of Directors tliereof. as may con- stitute a bovd, or be sufficient to constitute a board, for any of the monies of the Company, t^at may be paid to such trustees or ctirectors, or by the direc- ' tion of the said directors, shall effectually discharge the persoti or persons paying the same, his, her, or their heirs, executors, administrators or assigns, from being obliged to isee the application thereof, or from being an- swerable or accountable for the misapplication or non-application thereof. 68i That witlliin two months next after the trustees of the Com- pany, or any or either pf them, reAise, die, go to ri side beyond the sea, or beconte incapable to act or shall resign, tho board of direc- Modt of appmntiog J tors, for the time being, shall name and ap- new trustees. 5 poirifc another trustee or other trustees in the stead of the trustee, or trustees so refusing, dying-, ^omg to reside beyond Che seas, becoming incapable to act, or resigning ; and such new trustee or trustees snail execute a covenant in such form as fihallbe devised by the said board, that he will hold, the estates and funds of the Company upon the truf^ts, and for the purposes of these presents, or of the subsisting deed, or deeds of settleme^of the Company; and immediately aner such appointment, or tli^x- ecution of such covenant, the tnist, estates, monies, securities, and e£bcts of, and belonging to the Company, which shall be, or have been vested in the trustee or trustees, so refusing, dying, goine to reside beyond seas, becoming incapable to act, or .resigning shall be assigned, assured, paid and transferred, so, and in such manner, Receipts of tros- tees or direiitors to be sufficient dischar- ges. I '.(I -^h msimi-0fihi 80 .^SittT*hV.uU5i6tinr' ieed or d^ds^ofe s^uloment of the Com- f^' That^tlMj dVrectrrSr Oiaoagew,' jriwtees, puflic and oilier ^fl^A ^tticli ttiev, t«>»feeelwelH»>s*l** ^^r.may^pa*t sustain^ or • SStefattlt*^^ any dtMrs oitr other oCthein, or for m«»€ '** ibe Comity. ^fe^|t4»o^^S^*v^*d«p«8^ <^ ^^/^ *^^".tti,^ ZTii ^icJilLy i||"«»M»s «f.^<|r.4^elangi»g ?a the Coi#»py» shall bfpfaS put, Qr inv^tedior fur ^uy Jq^;. wfort^^^Mam. rLll'happeii by or through jhfir ^vra wilful ,defea*lJ#PJ*fit»^l> 70; m»if atatty^me-dmMngtlie^WMJtmttaaepot Uie^f/piij^a- nv, o-At, .,r after thp.di9sola*io%-€^deift»mtoatioB or. ^fcp won #M««Ntoail»lMWi?»-*Wett, fcr^i^'^^^^-wew aUor any of the par- W fr^ these ptesenw- ©rih« parri«6,|I^.WW-f«c^4»iippl|0«PW» leed4is aforesaid, or bg^^^o alU er.a^y «f .^e.^harehol4^i», for tSeir S#^exce^p4 idmiiH«fatA« or JSIfltgna rw»Ctwe!y, SathloK oVcotiisefttiai any matter. Pause^wmJiiBg •^»»*t«^ or SSetiao of any covenant, clanlei 4Batt«N>i^.fh»tt|?h«rein, or 2Sr»uch«ttpa matter or watters^ so refert^ed to ttiena^ «hall be binding and^couciusive, oa iba {wrties ami tiieir respec- tive heirs, executors and adutitiistiator^ a«d shall ha perfonnrd and kept -by tliem accordinigly, ^vithoiit any furiljcr suit or trou- h\e; so us such award «r ^leteviuinaiioii he 4Hade iji writing, uu- ersoiis actinias arbitrators, or two of them, witliin three calemlar montiis next after saixJ three per- sons shall be elected as aforesaid ; tind for further and better en- forcing tlieperJ'uitimnce'of every such award, tlie^ame award, ond the submission herebj made, and the submission whicii may. hr> tiiade or eatered into ^if a^ny) by nny other instrnuient, shall, l"roin ti.-«e to thne, be «ia<>e a rule of the Court of King's Umici.. •or of the High Court of Chancery, acct>rdiiig lo ihu .Statute iu that case uiado aird provided. 71. Th;tt if erer tT^e losses of tlie Company sliall have nhj^orh- ♦d nor only the whole of the fund caile.l - TUC GUARANTEi: I'TJ^ND," bttt also one-fourth part of the then paid up capital of C.imimny tttbe^iM-^ ^he ('ompaiiy, the Board of Directors for solved wlitjtievoroiie- I the ti no beinj: shall within twenty days, or fourth sftbefitti^i up f so soon after such Wjssts being incnrrcd, as •c,upilal bo: U»i. J j^j^j gyjj^ Board iK»s.siJjly can, n\n\ they arc ♦lereby required to call an extraordinary general meeting of the 'shareholders in wtanner as hereinbefore mentioned, and lay aslatn- tnent of the aftairs «tl the (>injt.c r,^ :'l"jbj, noCut 7» roxvag by proxv is hcrtifi^ l«fore pvrmittetl,. nXviiX be Je»iron» af confiiuiing itmt carryirt;; nw Chc Coinpivny, wbich they shall be at Itinnety to- (lo^ nprni pnrcliait - mg tb« »biire or tlnires o4' tttet pavty or pavties 9» clesiroiw i>f inritb- rfrsMv^ing fiionrttlw Ccnrpsny, al Ibe iheo estmuteJ bona £k(e vatutr llJiM'eef i(«iicb vaUie being Jeteimined by arbitration as affaro»»M^ iif any JilTerence eTiwi rcsiieccint; tho same) aimI a4so u^khi iiMlein- nifyiiig »nch retirt»y shnr^b&hlers.frRm' the (lelM>*^ and^ enj^age-^ Rients of the Coinpany atui releaaing tiiein* fronv tUx; covpnantSr elattses ami agre»mieiit» eoiiMMMrf^ m these presents, or in an^ fHibafistki^ Jtret} or (lee()s at* scttlefnenft of tl^te CJompauy ; pn>Tr(le^wi«fo the eonr ^scnfr ami apimrbation of three bt niwre of the tUifeeaow*,. for the ttttre beini^, t^ be tes- tified by mvmm writing ingMcii by themt ant^ by, antl^w^ilh i^ eoR«en( aM«^'ripf>rDb«ti«n oi fwo^thrnf pwrfs at leant rn tmirvber ait«V ii» vidtM, ef the votes of ibc shnrehoW^'r* jMHBsentv itt' {»ersfM>r er by projiy, so^ ft^Tn3 1^otinf;• !ly proxy i» hefdn+>eft>«! uHwvwK »»xt v^Ming at eaefe of t>ro muc- ee!$»tV6 nkoetingB of the prt>pri4!teT.'> ; ami eireft^ meeting* to he for that piiriwMPC exiohrsiv'^ly, reHpeetrVcfy eon^^ewff^ by a Botfrii ol Dircctarsr by one caiendar iwiMith'.t iioilce at Fefrst, to be nif^nifirtJ by the manager for tJte imva being, by atlvr^rti-Hefwrnt in ttntt u( inmreof the Bii'iningham newspapew; antf \hM proper mrmnrt'if' ftn efleetnating 9nch di^imlctticrn slterff fee mlien hy a«irt«mirier t(f He cwrrposetl of three of the direcfors; ft)r the tiww ^ing of tKcr Coi-npatiT, ftknd by an eqn;tl ninnbernf person* t&hr rh^men by the iwajtiPify ©f Toic» nf the shareholders present, in pennon osr by proxyv and votir»5 at the hxHt of sircH nicHlri;rs; aHtf fh»t j'ffer suchresohttion, the affairs nmi concern* g# rim Towipany shall, with »H eonvenient ^^J)eed, be woimd »nv at«^ fftedl'bts, ami lia- bilities o^ .*nd cha>M;4 »« the Tompany. shi^ll i>e safbfied, »>rs- charget! or oi, arij* riifere: the Company, which ahaU >be -eold ; and the ^titaaluttoQ. ^ majority- of Voters, <9ocordid they shall be released aud discharged according to such resolu* ition, and in the forms, ^ad uiider llio nwdificatiou thereof. 73. That the Board of Directors for i\ie tirao beinff, shall cause This devd wny bel l^^'se present?, or any lUture deed or deed^ «i)roll«4l utid deposit- i as aforesaid, relating to the Compan}*, to be «d as Directors may | enrolled in the High Court of Clwncery, in «PPoiui. J England, for Uie benefit and eecuriiy of all t he parties to the same ; and such deed or deeds shall afterwards he deposited in such place as the Board of Directors eltall think lit, ar-i shall, at any tune, or times on the request and at the char- ges of any per mentioned, may apply ibr and solicit out of npplied for. ^ the ftmd^ of the Company, a Charter for thd purpose of incorporating the Company hereby established, or the siiareholders thereof for the time being, and also may apply for and solicit an Act of Parliament for the purpose of giving full effect to, and carrying into execution the provisions, agreements uid Htipulations in these presents or in any sunplemeniel deed coflt«in- cd and procuring such other privileges as may be rrquisite or necessary for the pur|>oao, or as may be deemed advantageous fur iho interests of the said /Compxtny. In witness whereof, the said respective par:i*'e to these •present?, have hereunto set their ecvrral hands and seals, the day and year J&rst above written. r-**-'. k Tw,4*i"" 'rj Conlraci of Coparlnet*!' OP THK ABERDEEiN 1 S3£(. • , I The partiPt heroto Rubsciihin?, nnd fnducl.Te €lRii«. J ^^^^^^ ^^^j designed in tho testing clause hnr»of, ronstdering that r new Bankfng Company in Aber- deen, with an extcnsivo capita!, conducted upon sound and liberal principles, and supported by the nievcaiililc and mo- iiied interest of the Town and County of Aberdeen would he productive of advantage to the partners, and to the public nt large, have resolved to form themselves into a Society or <'om|>any, for that purpose^ at>d have agreed upon the fol- Votving rules and regulations : — DftiigDOtion of the ) 1. That the Company hereby formed roinpnuj. J shall be known by the nirme and designa- of •* The Aboi-deen Town and Countv Bank," and shall rommence from and after the fifth day of April, 1825, which U hereby declared to he and hare been the time of commence- ment of this copartnery, notwithstanding the dates hereof; and shall continue fAr the period of twenty onr. vears, froin Its endaraacr } ^^® "^^ ^^'^^ ^^^' °^ ^P*"''' l^"'^^— that is s en araace. j ^^ ^^^ fifth day of April, 1846, or for %t ik^i. 4 A \ such period as the Company shall deter- Miy » prorogated. } . ' . /. •£ i » j 5 mme, in manner after specified ; and du- rinj; the subsistence of the copartnery, the said parties falth- fulfy ftromise tind oblige themselves, and their respective heirs s»nd successors, severally to promote and ndvance the interest and ad^'antagd &f the Company to the utmost of their power. rupitftl. to he divi ded iMto (thures ■ ) 2 That the Capital Stock of this Com- f pany .t^hall l>e seven hundred and fifty iSousand pounds sterling, divided into fifteen hundred shares^ of five hundred pounds sterling rach; and how soon this pre- »ent contract of copartnery is subscribod bypartners holding ofta ALei'ifetn Town aud Cpunty Bank. 85 half of the said capital Rtork, the romi>any is hereby tleclarcni constituted. That the said Capital Stock, or such part there- Atid paid by InituI- ) of as may be required, shall be coutribu- *»»«»**• J ted and paid by the partners, at such times and by such instalments, as the court of Directors may ap- point, and that in proportion to the shares respectively sub- scribed for by the partners, as the same are particularly spe- cified in the testing clause hereof, and annexed to their re- spective subscriptions. And in case the first instalment shnll Provision in thn ^ not be regularly paid by any of the part- t^"^l»teL'r*l' ^Jif^rs within twenty one davs after it is Inrly paid. ) called lor by the committee of mJinage- ment, with interest thereof, it shall then be in the power of the comlnittee of management either to do diligence hereon for the same, and for a fifth part more, of penalty, in name and manner hereinafter provided, to be added to the general account of profit and loss ; or, in the option of the said com- mittee of management, to declare the said persons fdilingto jiay as aforesaid, to be no longer partners of the said Compa- iiyi by It^tters addressed to them under the hand of the Cashier of the Company ; and immediately thereafter, with- out further intimation, to dispose of the said shares as the .said committee of management shall see proper, and in case Provinion In cime -j nny of the after »r subsequent calls in «?i'astnlment«*no*'b«* } further payment of this stock, or for mak- ing regularly pnid. ) ing up liny losses that may be sustained by the Company, shall not be regularly paid by Any of th« partners, at the term or date when the said call shall be made, HI manner aforesaid, or at least within twenty one days there- after, with interest thereon, it shall the#bc in the power of the committee of management, either to do diligence or pra- Kecutc for the same, and a fifth part more of penalty to b« added to the general nfrniint of profit and loss, or in their option to sell and rnnvoy the ihniiii of .said partners failing to {)ay up, as aforesaid, and that by public sale, in manner as >crcinafter provided ; and on accounting for or paying over the net proceeds of such sale to such deficient partn<*rs, all further claim from them, or their representatives, on the stock tind profits of the Company, in any manner of way, are here- by discharged or extinguished ; such deficient monibrrs ceas- ing, from the moment of said sale, to b» partners liorein. And the committee of miinagemriut shall bo f4iall consist of Banking, in all its branch- ilttukiug, dec. ) cs ; for isisuing notes of hand, lending money, on castt accounts^ real or personal security, bills of 4fXchangG, lettt-rs of credit, borrowing nioney on receipts, bills, promissory nol^s, or ether form of obligatloin; invest- 4Hftnts in the government or public funds of Great Britain, Excliequcr and Navy Bills, or other securities of the govern* ment of the country ; purchases of Bank of England Stock, Eitst India Company^ Stock, Bank of Scotland Stock, Royal Bank of Scqtland Stock, or the stock or >hares of any other Company or Corporation, acting under royal charter or act of parliament in Great Britain ; or in purchases of the stock of :iny he may hold. That < l^own and Counhf Bnnk\ 8T f(iinritm of the Court of Directors :rti»JI not be feps than bjop^ and ot tho siib-coniniitteo not less than three. And nt hII. p^encral meetings t^f the Company, and meetings of the C^ourt of Directors, the person presiding, or in the rhair at the time •halt hot only have his deliberative vote or votfs us a partner of tho Com|>any, but, in case of equality a casting \ote be- sides. And at all such general n>eetin^s i^ tlie Compan}'* and mcetingi^ of the Cmirt of Directors, the nieHrng, in the absence of the governor, shall choose their own chairman, and tltc sub-coniniittec shall at all tinier, choose their own ciiair- man. 5» That there shall be monlhly mcotfnj^ of the Cmirt of Court of tMrectom \ Directors, vi/. on the jirsl Monday of- to me«t monilily, ^ every n>onth. Tliat th« »ub-committi-u nnd Mihcommittee to ^ shall n*eol weekly, on every Monday lor meet wettkly. J the despatch tj-f buj«incss, ur wftencr, if necessary. And it sliall m>t bo rn the pw^wev of the Court of Dire^ctors to attend the meetings of the sub-committee, or lo interfere in tlic ordinary alTairs of the company, unless at their stated ni'Hrtbly UMH?lii»gs, or unless their |>resence amt Hbsistanco is called for, by requisition, from » nKijoiity of tho Skub-committee. m 0, That the Directors shall be clmsen u> the manner after specitiod by anwijorrty of vottc^ of Partners present personally Meeting* fi>r Klec- \ «H »he generjil meeting to be held on tho lion of I)irect«r«. ] (ii',h Jay of M;rrch, 182r), and at the ru- nual stated grncral meeting } > be held on the fifth dav of March yearly tlieroafifr, if a lawful day, and if not the ftrst lawftd day thereafter. That fourteen of tlie Directors shall QnntificattoiM of } hold Ht least ten shaiTs each of 1-tie Com- Pirnctors. S p'lny's stock, bo«m fwle, and in their own private right ; and tlie rem.iining seven Directors shall hold. at least live shares each, bona fido, Jiml in tlieir o-wn privaKj Tight. And the n»en»bers of the sub-committee slia'il all be residg ('ompany, or Backer Is hereby dis- qualified from being a Director of this Company. And in CMse any member of the Court of Direttocs shall be in a 8tato of bankruptcy, or notour ius(ylvonry, or shall cease to bo qualiih.'d as a holder of stork, or othei ui.se, as bcfor« pro\i- df.'d, or shall become tank Aii(Ul in. Aberdeen ai (^Lliitk l<.'i B8 Copar Inert} of the Ab^i*^€cn. uny Banker or Banking Cumpau^f heshiillf ipso fucto, i»c Ah* qttulifiud from being longer a memijoro'f tliu Court of Dir^c-* tortr. And u'licn any such disqualification tukes pFace, or in tho event of tlio duath of any of tliu Directors, the remaining members of vlic Court of Dircctorii shall fill up the vaciihcy by nominating another person, duly qualified, in his place ; but such nomiuee shall remain in olTico only until the next annual election. But there is- nothing herein meant to dis- qualify from holding the oflic& or situation of a Director, an/ person, othertvise qualified, merely holding ^toek or shares in any other Banking Company. Stilted ancanl gen- eritl mentiii^i. ''7* That there shall bo one stated general meeting of the Company in the year, viz.- on the fifth day of March yearly, if a lawful day, and if not a lawful day^ on the first lawful day thereafter, upon at leaany shall be entitled to vote and act, and his name shall be entered in the books of this Company accordingly. And no Factor,' or Trustee on the bankrupt estate of a Partner or Trustee or Executor on the estate of any pbrson deceased, shall be entitled to attend any meetings of the Company, or vote at the same. And the election of Directors shall bo conducted after the following maimer:— 'M(id«f>rElectioDof ^ l^he proses being chosen, the Partners DirebWi. ^ shall di^liver into lilm siglicd lists of the naniesof the persons for ■whom they vote as Directors, which shall he hy him put into a glass, placed on the table, in pros eiico of those ass*»mblcd; and after the wliuh; of sii^'lr lists have been piObOiiled, llic 'jl'i-ii contuiuid^ tliy Satie ihall iiu- # L. l^oU}} and County Rank. m mfidlateljr thereafter be sealed up, and delivered to three of the Partners present to be named as scrutineers. That those three scrutineers shall, with all cotivenient speed, retire to a room adjacent to the place of meeting, open the glass, and carefully examine the signed lists therein deposited, and ascer- tain what persons have the greatest number of votes for the offiro of Directors ; and shall, as soon as convenient, report to the proses of the meeting, under a sealed cover, a list sub- scribed by them, of the twenty-one Directors who have been elected hy a majority of votes, as aforesaid; which list the' preses is authorised to announce in the first Aberdeen news- ' paper. And immediately after the election, the signed lists in the glass shall be delivered by the scrutineers to the Gov- ernor, to be by him destroyed, or disposed of as the meeting may appoint. In case of any person or persons having an equality of votes as Directors, the election shall be determined by ballot, and the scrutineers shall, in such event, proceed ac- cordingly. Powers of Cashier •} 9. That the Cashier shall have such powers for conducting the business and affairs of the Company, in the absence of the sub-committee, as they shall think it proper and expedient to confer, by min- utes in their sederunt book. But all matters, when brought before the sub-Committee, or Court of Directors, shall bo de- rided and disposed oT in such way and manner as they shall thing proper. If ifi t' \ ^^' The Cashier must be possessed of 18 qua I ' • J at least five shares of the capital stock of the Company, and shall receive such yearly salary or allow- ance from the Company as sliall be fixed and regulated by the Court of Directors for the time being. Court of Director* | 11. That the first and all future Cash- to name Cashier. ^ iers shall be nominated and appointed by the Court of Directors for the time being ; and as, in the pro- gress of time, when the whole or a great part pf the capital stock of the Company m^y be advanced and paid up by the Partners ; and when it may have rncreased much in vnlue, it may be expodient to appoint to the office of Cashier a Partner holdinffless than five shares, the Court of Directors for the time boing are hereby empowored, it they shall think fit, to elect to the said office, when it shall become vacant, a Partner, holding less than five shares. •pi'ovidad h^ fir da »:ecu- M 9 »ers, to whom they may allot, from tmie to time, such salaries as shall seem proper. And it shall be in the power of two thirds of the said directors to dismiss thd^m,. when they shall see occasion, and to appoint successors to them. And the said Secretary, Accountants, and Tellers, and their successors in ofHce^ and ather ofhcers of the company, shall find caution or grant security for their inlromissrons and faith- ful discharge of tlieir office, when required by the directors for the time being* an4 to what extent they shall think proper to require, but so that the security of the Secretary, Account- ants and Tellers, may not beless than two thousand pounds, sterling each. And the directors shall also name and appoint what other officers and clerks shall be deemed necessary, and remove the same at pleasure, and fix their salaries orallowan- tes. An4 besides the salaries or yearly allowances, it shall abo be in the power of the directors to allot to the use of any of the officers of the company such dwelling houses as they shall see proper, or in lieu thereof, to make a pecuniary allow- ance,, in name of house rent, to those not so provided. Powori of I>irect- or»to admit new part- ners. 13. That, for one entire year after the company shall begin to do business as Bankers, the Court of Directors shall be entitled to admit, as partners to this concern whatever persons shall appear to them to he eligible partners, and that at such rate or price as they shall judge proper, but not under the rate of five hundred pounds sterling per share ; with intt^rest from the period at which the first instalment is called up. But how Town and County Bank. 91 «ooii the subscribed capital shall amount to^ seven hundred aad fifty thousand pounds sterling, they shall be no longer entitled to increase or inlarge tlie capital, unless the same shall be pre- And to increase or \ viously sanctioned and approved of by a ncral meeting. } for that purpose, by public. advertisement in tho Aberdeen newspapers, or two months notice, mention- ing the purpose of the meeting. Court of Oirefitpre ) 14. That the Court of Directors iliall may name Agenta &c. f 1 ^ ^ r in Edinburgh, Lon- \ "^^® power to name agents, or form es- don, and other place*. ) tablishmen ts of Cashiers, and other officers, for carrying on tho company's business, or negotiating their ordinary afiairs, in Edinburgh, London, or what other places they shall think fit, and to remove and suppress the same at pleasure, and to fix such jialaries or allowances as they shall ihinlc proper. 15. That the notes and obligations of the company, commonly called bank notes, shall be subscribed by such officers of the company as shall be appointed by the Sub-committee, by a minnte in their sede- runt-book, and that all promissory notes, indorsations of bills, and receipts, shall bo taken to, and given and signed by tha Cashier, or some other officer of the company, holding a pow- er of Attorney from the Ga*fhier, approved of by the sub-com- mittee* And every receipt, promissery note or draft, other than bank notes, shall be marked by the subscription o^f the Teller, wl>" received the value or amount for which such re- ceipt, prou* >sory note or draft was granted. And all bonds, heritable ana movable, and other writings and contracts, title deeds and securities, shall be taken to and in the name of the cashier, and two of the directors, and the survivors or survivor of them, and their or his assignees, in trust, for themselves and whole other partners of the company present and future.— ;- And in case of the removal from office of any of the said par- ties, in whose favor stirh writings shall be taken or conceived, or in case of thoir cuajsing to be partners herein, they shall be bound, at any time when required to denude themselves, by hi%^)'^^ conveyances, of tlit* said trust property, at the expense of iiie company, and to convoy the same to such person ir per- fions cis shall be appointed by the sub-committee to li ^1 the same for behoof of the company. And all bonds,. subnji-j'ious, Regulationa re- gardtUK the mode of aubacrmtion und ex- •catioa of the compa* ny'a obligationa and •deeda. vam IMAGE EVALUATION TEST TARGET (MT-3) K^- ^.*^ ^ ^ •J k "^ 1.0 I.I U£|2B 12.5 1*0 *^ W3KM ■It ii&, 12.0 11 1 1^ 1 u ^^^^= II ■" 114 < 6" - ► ^% ^y ■> ?%* r '/ Hiotographic ScMices CorpOTation 4^ \ •'^ <> '3 WeST MAIN STRUT WIMTI!I,N.Y. MSM (71«>)877-(503 ^ 92 Copartnery of the Ahenlecn Credit, on Cash Ac- eouot, may be given to partDeri, to the extent of one halt of their advanced atoek without lecurity. and other deeds and contracts, to be executed by the compa- ny, shall in like manner be signed and executed by the cashier and two of the sub-committee for the time being. And ail bank notes, promissory notes, bills, receipts, indorsations of bills and promissory notes, and other writings and deeds, sign- ed and executed in manner or under the authoriiy aforesaid, shall bind the company as effectually as if the whole partners had. signed the same, the said company being always hereby obliged to relieve their said cashier and directors, or sub-com- mittee, so subscribing, of all such writings to be granted by them, in virtue of the powers above-mentioned, and in like tuanner, all persons paying or fuliilling their obligations or con- tracts to the persons so authorised, shall be completely dis- charged of the same. 16. That it shall be in the power of the sub-committee of management tegive credit, upon cash accounts, to thd part- ners of the company, to the extent or amount of one half of their advanced stock, at any time during the subsistence of the contract, wUh- out any further or cellateral security but the security arising from the right o^ retention competent ta the company, and as- signation in security herein contained, but declaring, that it shall be entirely in the option and at the discretion of the sub- committee to give or withhold this credit,. as it shall appear to them thai the applicant is likely to be a useful partner of the company, or not. And that the sub-committee shall farther have power to recal the said credit, at any time they may think proper, on giving six months previous notice. As also and And to othera on ) *® others on security, real or personal, de- aecurity real or per- / daring that the sub-committee shall havo ■°°*1' ' full power to grant credits, on cash ac- counts, to any person applying for the same, provided it be on bond, with security, real or personal, to their satis* faction, and, if on personal bond, there shall be two secu- rities or cautioners, besides the principal party, and if on heritable security cither on disposition in security witho clause or power to sell, or on absolute disposition, qualitied by a back bond. And neither the cashier nor any ot the direct- ors shall havo a vote in judging of bills offered for discount, or applications for credit on cash accounts, whcro he himself is individually a party or where any partner of any trading com- pany, in wijich he is a nieinher is a party, where such company l^own and County Bank. 93 IMace of carr nn busineis ia A' deea. Rooki «ed on the ary, year ronsists of fewer that four persons, or where hit father, son, of brother is a party, 17. That the business of tho Company in Aberdeen, thai! Tiuff ) ^^ carried on in a house, to bo bought, iitt' / built, or taken in lease, by the Court of ) Directors for the time being, which they are hereby empowered to do, as it shall seem for the interest of the Company ; and to sell and dispose of the said Houso or what other Houi^e or Houses shall bo bought by thorn, at what price and in what manner they sliall think proper. And the cash, books, deeds, bonds, bills and other writings of th» Company shall be kept therein, subject to such regulations as to custody and keeping, as the sub- committee shall from time to time think proper to make. 18. That the Books of this Company shall be balanced on to be balan- ) ^^^® ^^** ^^^ ®* January, 1826, and on e 3ist Janu- > the 31st day of January, yearly there- 'y* ) after; when a statement or abstract of the Company*s affairs sliall be made up, during the continu* ance of this contract, and the yearly balance shall be examin- %d docqueted; and signed by the sub-committee, after being submitted to, and approved of by the other Directors. And uo assi^ment of shares of the Capital shall be admitted, or enteredln the books of the Company, for fourteen days pre- vious to the said 31st day of January yearly, nor till fourteon days after the day appointed for the election of Directors. Ani upon the day appointed for the election of Directors an- . . . . . r^ nually, the said balance and abstract And a ttatement of / i n t_ i • , .i . • , /• .i the Company'* affairs V. shall be laid upon the table for the in- laid before the nnnu i" spection of the Partners, and the parti- al general meeting. ^ ^^j^^.^ thereof shall be read or stated and explained at a meeting by the Chairman. And it shall be in the power of such meeting, if they shall think fit, to ap- point a Committee for auditing and reporting upon such yearly states, at a future general meeting, to be called for the purpose. And such Committee shall be entitled to call for the assistance of what number of the sub-committee, and oflicers of the Company, they shall think fit. 19. That as each Partner has contributed and paid at the Ten shillings per ^ time of subscribing this contrast, the fbare to he advanced f sij,„ qj' ton shilUnsfs on each share which at visning the con- /- , i u • ^i •» i ^ i r *i tract towifrds defray- C ii«» ^^o'^* iM the capital Stock of the ing extra expense. ) Company, the same is to b» applied I 9i Copartnery of the Aberdeen Jowurds defraying tho incidental and other expenses attending tbo first year\s management ; and tho amount of said payment shall be placed to such account in the Company^s books as the sob^'committee may direct. And for the first year, no diyi- S'o dividend of pro- ) ^«»^ ^i P'^'^l '^f^l ^« '"»Cution of the business of the Company, in any one year, it shall be in the power of one third part of the Comj^ny, pos- sessing one third part of the Capital stock, to insist that the Company shall be dissolved. And incase it sliallappear from said annuail states, tliat a sum equal to one-twentieth part of the said capital stock shall have been so lost, in the coin'se of one year, it shall be in the power of an eighth part in value of the Partners to dissolve the Com- pany. And should it appear that one half of the advanced Captal has been lost, in any one year, it shall be in the power of any one Member at any general meeting, to in- sist that tlie Company shall be from that motnent dissolved. And, in like manner, if it shall appear, during any period of this copartnership, that there has been an aggregate or total loss of one half of the advanced capital, any one member shall have it in his power to dissolve the Company. And in estimating or calculating such aggregate loss, interest on tho advanced part of the capital, and profits which have been de- rived mu5t be taken into fair computation on the one and on Prormon for wind. > *^^® Other side. And at whatever time ing np the affnirsi of > the Company shall be dissolved, whether the Company. ^ \^y |j,e i^^^^ ^f j|,^ g^^jj iwenty-OHO Totvn and County Banlc. 95 years, or other period, to which it shall be prorogated in vir* tue of the powers after mentioned, or in consequence of loss, certain menbers of the Company, shall bo appointed by a general meeting, to collect and pay off the debts of the Cwn- pany, and wind up its whole atfairs in the most expeditiouf and expedient manner. Declaring, that what is here intend- ed to be meant as advanced capital is the capital actually puid up by the Partners at the immediate preceding balance. 21. That if, at the end of five years, from and after the AppMbriatioD of \ ^^^^ balance of the Company's Books, it siukinglQQd. ) shall appear to the Court of Directors for the time, that the sinking fund has iucroased, so as to exceed ten per cent, on the capital stock paid up by the Partners, then, and in that case, the Directors are hereby authorised to appropriate to, and divide among the Partners, by way of bonus, over and above the current dividend for the year, sucli sum as they may think proper, and with safety to the affairs of the Company ; but so as not to diminish the sinking fund under the said ton per cent. Tliat at the end of the n*»xt five years, they shall, in like manner, appropriate and divid© such sum as the sinking fund may afford, but so as not to di- minish that fund under twenty per cont, and so on, at the end of every five years, during tha subsistence of the contract; but so as to add to, and leave, at the end of every five years, fen per cent additional on tjie capital stock paid up by the partners, at the credit of the said fund. Contmct may be ) 22. That it shall be in the power of th« prorogated. | partners of the Company, assembled at any general meeting, called for tliat purpose, by a tenth part of the Company in number, of persons possessed also of a tenth part of the capital stock of the Company, or by any five members of the Court of Directors, (notwithstan'cling the endurance of this contract is, in the first instance, declared to be twenty-one years) to prorogate and extend the same to any number of j'ears beyond the said period of twenty-one years : provided tlmt the said meeting shall bo called by pub- lic advertisement as aforesaid, two months, at least before such meeting and the purpose thereof expressly specified in the advertisftment. It being liereby declared that a minute in the books of the Company declaratory of tlieir resolution to thi^ effect, shall be effijctually binding on the Company without any other form. Arid tliij copartnery sh til be prorogated from f'i 96 Coparfntiff of the Merdeen time to time, to any after period,- under the tame conditions and regalattons ; but not for a longer space at any one time, than twenty-one years in addition to the numher of years that may be unexpired of tbe subsisting period of the copartnery, at any tinte the prorogation is made. And it shall not be law- ful to pnn'ogate, till the current space of the existence of this contract to fivo years, or under tlrat term. It being always declared, however, that the power of dissolution shall at all times remain entire^ in manner before provided. Commi tt«r oftnan- ■fement oal^ liable tot tbeir iotroinissioni be Tiable for 23. That the committee ment, or directors, shall not omissions, nor for the suiTicienc}' and res- ponsibility of the persons or parties dealing with the Compa- sy ; nor for the securities on property or investments, on which the funds of the Company may be lent out or applied ; nor for the actions or intromissions of the cashier, or other ofiicers or agents of the Company^ ^ , ^ t J ^ 24. That all the members of the Com* Wo snlew TO be mnde / i n » ^ i«t_ . ^ n j by partners Hntil the \ pany shall be at liberty to self and assign, •ipiry of 12 month* / inter vivoa^ the shares, held by them, at from tOth Juue, 1825. J ^^^ ^j^^^ ^^^^^ ^j^^ ^^^.^ ^^ ^^^,^^ ^^j^^^ dar months from the twentieth day of June, eighteen bundred and twenty-five years, but not before ; and provided that, be^ 8bareaB«i«t be first >^ore such sale, an offer specifying the offered to tbe Com- ? name of the proposed purchaser and price iP'*"y* } offered, shall be made, in writing, to tbe sub-committee, through the cashier, for behoof of the Com- pany, allowing them ten days to consider of, and accept or refuse the same. — And if such oflfer shall be declined or not accepted by the sub -committee, after their having been al- Jowpd ten days to consider the same, the sale may be made to any other person^ at or above the price demanded from the Company, but not at a lower price, until a new written offer at such lower price, shall be made to the cosliier, for be- hoof of the Company, and rejected by tlieo). It being in- tended and understood by this clause that no voluntary sale !»ria11 be made of any share or sfiares, at a lower price thaa what they have been offered at to the Conipany and rejected OrntnitonA »"'g* J hy thsm. And in rase any partners shall r«#»mu« he npiirov- ^ {„(,)}„,, jQ make unv ffratuitous assign- ed by puh Roiiimit' ;• . . , " ^ i . ^ >*» f.r otherwlie the i u»ent» ttittr rifos, no ^tjrh assignment tbareit to be told. ^ shall be valid, unUv-iS suth assignee shall ToUH and County Ba.ik. 97 be approved of by the sub-coaniittee. And In case of hi« jjoi I :iug approved of, the sub-committee shall ba entitled to 3g1I and dispose of tlie shnres so asisigned, in ihu manner pre- scribed by article 25 of these presents; they always accounl- itigto such gratuitous as.signee for the free proceeds thereof. .SImres not to be ) '^"'^ •" ^'^'^^ ^'1 ^^^ shares of any partner 5ie!i by two or more > devolviii'^, by doed or loj^al descent, upoii l^"'""""*"^"-'"^'^'""-) more than one person, ihey shall divido the same among t'lemselves in such wny and manner as that no more than one person hiiall bo owner or holder of tha ^anK) share or shares at the sumo time. And in case of their not doing so, the holders of such sn>alicr p^rts of the stock, or tfie houlers of shares belonprinsr pro i/idlviso^ to more than one person shall have no right to aitonJ or vote at meetings. or in anv respect to inferfere with the nianajicment of th a Company's business ; but the shares so divided shall, ia case of failure to pa}^ up the calls, sales, bankruptcies, arrestments cr otherwise, be subject to tJie rules and regidations herein «ontai ned And every assignee and successor to any share or shares of this Company shall be subjt^ci lo all the articles and reo*ulalioHs of the Coni'pany in the s:in:e manner as if ihcy had subscribed tiK'-se presents ; and all the deeds of assigna- tion shall contain a clause to that enter. No pnrtufti- to sell \ And it is declared that no partner shall lei* tbfin one shiire. j bo at liberty to sell or assign less than one share of the C()m])any's stock. Shnresof n.niknjpt ^ -•">• ^'I'l'i »i case of the bankruptcy pi»rtner« to h« »o;i{ / noto,ur insolvencv of anv of the nienib f:i>t ottcrtd to tlie V hers snail be sold, wiihin six months a f:i'>t offcrtd to tamimoy. or bers mem- V hers slndl be sold, wiihin six months after J ihe bankruj'tcy or notour nis^^'i"r oi the sub-comi«ittee alter the lapfo pf»wcrcd to Hell the f thereof, to sell and dispone of the said ''°""^* ) -hares, by public roup to the highest bid- der, after advorti-sinc!; the lime and place of said sale, once a week, for tour weeks, in the Aberdeen newspapers ; r.nd to t\\ the upset prices, lower the same, and adjourn the sale f;*oni ti.np to time, and to receive and discUurpe the prices, and to assign and conv I)e1i8;eoce by nr- ] '-it). That in case the shares or interest rcstiuent or coiifirina- j of any member of the company shall bo- tioa qua creditor, i „„.. . i • ,i i i f.i i against Kny of the ^a"tisted,nl the hands ol tlie company, he partnuM to be purged ( shall be obliged to loose the arrestments; w.lhin tliree months, j within three months after being required thereto, by letter, from the Ca»!iier. And in like manner, m case the shares or interest of any member shall be attached by t;M» diligence of conlirniation, qua creditor, his representatives if he any have, shall be obliged to purge the same, also with- m three months alter being required thereto, by letter from the Cashier, otherwise, and hi cither of these cases, it shalt Or otherwise thei^^** '" ^''^ power of the sub committee ^.o Kbares attached to bef scU and dispose of such sharos, by public •oUi by sub coiwuit-r roup, and u pi i.'t the prices in the same 3 '"**"»er as if the member was bankrupt, as is provided by the immediate preceding clause of this con- tract.. And tho sub committee may in like mamier, become purchasers at such roup, for behoof of the company. And tlie same course shall be followed when no person chooses to represent such Partners whose sliares have been attached by the diligence of confirmation, qua creditor j that is they shall bo sold by the sub committee, and the price or proceeds ac- counted for t-o the attaching creditor. And in case the re- presentative of a deceased Partner shall fail to accept the- „ , ... \ succession, and subject himself to the Sub commtttee em- I i i • /• » powered tu «cll the # mies auu regulations of the com[>any, m thareiof adeceusedf terms of the twenty-seventh clause of I?iu"»rAairtXire( t'"s contract, within three years after the up tbe iiucce»«iuu i death of such Partner, the sub committeu within 3 years. J j-j^j^u \y^^y^. pgvver, inmiodiatcly after the expiry of the said three years, to sell and dispose of ti»o share of such deceased Partner, in the same manner as i» provided for by Article 25 of tiris contract, and thereafter to carry the free balance oi the price to the credit of the repre- sentative of the said deceased Partner, to bear such rate of jjjUtercst as nuiy be alfowcd by tho company at the limcj au4 Town and County Banl\ m to retnin tlie same until a logal title shall bo made np and pre- sented to the company by such representative. And the same shnr'e!;" of" p«rVe» > rule shall W obscr^'^d in the case of a Koing abroad and not ^Partner going abroad and not being heard ten"yM*r9."*^ °^ '^"^ ) of for ten years, the sub committee being in such case authorized to sell and dispose ef tlic share, in manner before provided. AMRignntidns of shnres to be entered tn a hook to be kept for that purpose. 27. That in case of a partner selling his share, in manner before mentioned, the assignation or other conve^'ance there- of, or an extract thereof from a proper record, confermation or other title, shall be produced to the sub-committee, and shall be entered in a book to be kept for the purpose. And no purchaser or assignee inter rii'OSy or mortis cama^ or heir or executor, sliall be deemed a partner, nor have any of the riglits of a partner, till this is complied with, nor until they make payment of tlie debts owing to the Company by their authors ; and until they farther, by a writ- ing under their own hand or their attorney, duly authorised^ shall accept the isaid assignation and succession before and in presence of two members of the sub-committee for the time being, who shall subscrH)c as witnesses to his acceptance. — And such purchaser, assignee, heir, or executor, shall be- come bound to all the conditions herein contained ; and all regulations of the Company made or to be made by virtue of the powers herein contained and all deeds of assignation, shall contain a clause to this effect. 28. That even- partner who disposes of his shares in the capital stock, on the terms before provided, and every other Partners disponing ^ partner, how soon he ceases t« have an *of their share*, or interest in the Company, in the manner fe%\t in'ihe Com,!;: }>^!^o»-e mentioned, shall,'in all time, there- ny, to be relieved of J alter, be entitled to relief of the whole the Company's debt*, y^^ebts owing by the Company, and of all obligations granted for the same; and, in grneral, of every prestation incumbent on him as a partner of the Company. And the other partners shall, for that purpose, be bound and obliged to relieve him and his foresaids of the same; such partner and his foresaids, 'till distressed, being always oblig- ed to rest satisfied with this obligation as complete^ security ;and indemnification' to him. And the whole Company do hereby subject, their interest and shares in the C«npanY'« i .100 Copartnery of the AhcrJeen stock to be rcguiatod according to this rule and article. It boincr however always understood, that the aswigneo, or hv.'n or executor to such selling, assigning, or deceasing partner, takes the precise place of his author or ancestor, and has no claim on the other partners for relief from debts contracted or obligations entered iulo, previous to his becoming a part- ner. S9. That it shall he in the power of the sub-comniittco to ! purchase, for bLhoof oftho Company, anv shares of the stock that may be oliered them by private bargain or at a public sale whether such stock shall belbiig to partners offering the same by voluntary sale or to defaulters whose shares shall be oflered to sale under the provisions of this contract; and that at such prices as they shall consider of advantage to the Company. And sucli shares, so bought, shall be held in ihe nanjos of the cashier and two of the sub-com- mittee, and the survivors or survivor of them, in trust for the Company. .14 11 .^A i\m \ And the sub-^committee shall also have And to Bflii tnd di»- I n . .i i po9« thereof as they > power to sell and convey the snares so MMy deem proper. j purchased to what persons and on what terms shall appear to them advantagt^ous to the Company. Stock or sbarea of^ 30. That the stock or shares of the the partner declar«?d f partners of the Company and the profits to be naovenble pro- >', e \ ^\ \ i i i j j j perty descendable to [thereof, shall bc held, deemed and con- executors. \ sidered, and are hereby declared to bo personal or moveable, and not a real or heritable estate, not- withstanding any heritable or real riglit which the Company, may como to hold, by themselve*:, or by others for their be- hoof; and so the shares. of the deceasing members shall de-,# scend to their executors. }31. That the Company shall sue and do diligence, for implement of this pre- Mode of suing di- Kigoaee. sent contract, in the name of the cashier ; arid in all other cases, in the name of the person or persons in whose favour ihe deed or instrument is conceived or drawn, en which ac- tion or diligence is to be instituted ; or of such other person as the sub-committee shall appoint. And the Company shall And of citing Com \ be held to be lawfully cited, in any ac- pany. ) tiuns at law, and diligence lawfully exe^ Toivn and Countij Eanl: 101 ■A tutfd against tb^m, if thcsan e are yrrvi ^ I'j on tie CRsl.irr individually, and llie sub-con njittee jciritly, iit \\.v Cinr!|-ti- ii_y*s ordinary place of business in Aberdeen. 1 or Court of Directors for the time bt injr, bis own particular sbares and firofits of Assijination by tbe 1 ^P' '^'^^^t eacb of tbc numbers brrc by partiiers of tbeir ne assijrns to tbe ceninjittce of manage ment verul 8h( whole conditions of ibis contract are equal- "'^'*'' j ly binding upon a female as well as male partners. 33. That the wb Clauses of tne con- tract decinred to be fuudntnental articles of the Copartnery : but Court of Dtrec- iora to Dinke Bye- i..nwR or resuiationn, Which it approved of by general meeting, fihall be binding ou the Company. and regulations, if Committee, shall ole claiises and conditions of this Deed are declared to be fundansental articles of this Copartnery : but it shall be in the power of any general meeting of the Company, or of the Court of Directors and sub- committee for tbe time being, to make such bye-laws or regulations as may suggest themselves in prosecution of the business, but not inconsistent with these pn-senfs ; and which b3^e-laws made by the Court of Directors or sub- only be in force and binding upon the M- 102 Coparlnery of the MeerJcrn Company, from the time of ibeir brine: made till \he no\t g^P* neral meeting of the Company, unless the same sball then be approved of by siicb general meeting ; and if approved of sball be binding upon the Company 'till altered by some fu- ture or subsequent general meeting, and if rejected ,or dis- approved of by said general meeting, sucb or similar regula- tions shall not be again^madc or acted upon by the Commit- tee of management at any time. There being nothing, how- ever, bore meant to prevent the same being brought forward, approved of, or made by a subsequent general meeting of the Company. n4. That over and aljovc ihe shares hold by Alexander Shares held in ) I^'"^^'^'" •^"^ William Johnston, merchants IruBt for the Com ? in Aberdeen, William Kenne^Jy, John P*"y- ) Ewing, and Charles Chalmers, advo- cates there, respectively as individuals, it is hereby declared that two hundred and seventy unappropriated shares of the «tock stand in their names, in trust, for behoof of the Cono- pany. And they hereby bind and obligo themselves, and How to be disposed ^ th** survivor or survivors of them, to of. ) transfer the said shares, so held in trust, to such person or persons, and in such form and manner, as the interim Committee of the Partners, or the Court of Di- Vectors when chosen may think proper — and that immediately when required so to do, by a minute, to be made and entered in the sederunt book ol the Company, and intimated to them. Provided, that no number of shares exceeding thirty shall be given off lo one person, in terms of Article 8 of this contract. And it Is hereby declared that the majority of said trustees, and of tlie survivors of them, or the last survivor shall be sufficient for making such transference. As also providing, that, in case the contract shall hot be completely executed before such unappropriated shares are disposed of, the parties assumed for said shares shall be bound to subscribe this contract, in the same manner as ihe other Partners. But in case the contract should be completely executed before said as- JBumed Partners are received then and in that case, they shall be obliged to subscribe, if required, a deed or deeds of accession, bs relative hereto, subjecting themselves to the whole condi- tions, rules r d and regulations of this contract, and bye- laws to be made by the Company, alike as if they had been original parties hereto, and obliging themselves to comply With the wliolc articles of this contract. Toicn and Countij Bunk, loa •All di.si.utes and) 35. TImt all disputes that may occur diflTereDcen to be »et- S betwucMi ixiiy of tho |)urtiK;rs wilh eacli tied by Arbitraiioa. y 0^^,^.,.^ q,. betweou the Company auJ the Committee of management, respectiu*^ the meaning or con- struction of this contract, or of any part thereof, ohali be set-* tied by the arbitration of the SheritT, depute of the County of Aberdeen, the Lord Advocate of Scotland, or Dean of tho faculty of Advocates, for the time, or any two of them ; and each pariy, when recjuired by the other purty, sliall be obliged to enter hito a submission, to render the obligation eifcctual^ Contract may be \ ^^' TImt in regard there may be part-, iubicribed by proxy. J ners of this Company who cannot conve- niently subscribe these presents, it is undevstood and aurreed upon, that such persons shall subscribe by Attorney, lawfully authorised, or shall themselves subscribe a deed or deeds oi accession as -relative hereto. It being declared, that the persons so subscribing shall be equally bound by the Avhole conditions and prestations of this contract, and by any future regulations to be nmde, as rehuive hereto, as il they had tliemselves subscribed the same. Mod* of subscribing ^ And it is farther hereby declared and Contract. \ agreed, that, thougli the names and do- siguations of the several parties hereto, and the number of shares which they respectively hold of the Company*s stock, are not inserted in the body of this deed, but in the testing clause only, and annexed to their respective subscriptions, the whole contract and obligation to advance the respective shares of stock, as therein mentioned in particular, shall bo equally binding on them and their representatives as if tlie idme were inserted in the preceding part of the deed. And each subscriber, or his Attorney, in tnajorem eindtntiam^ shall add the number of share«, which he is to hold in the stock of the Conjpany, to his subscription. — And farther, in regard that, by t\;asoii of the great number of subscriptions that may be adhibiteel to thislJeed, one sheet of paper or' veirum, large enough to hold the whole of this contract, with the subscriptions, could not be found, and it ther«4oro becom ja necessary that the sheets should be joined together; and there caniM>t be room for the signatures of all the parties at the joinings of tho several sheets upon which this contr^ict with the testing clause and subscriptions, are written — the whole parties hereby contracting and subscrlbiug have therefore caw % 104 Cloiiccater City and Pen in pc powerod ino Kal-J Alexander Browri, William Kennedy, nu4 Jwlin EwiiiLS Esquires, and the survivors or survivor of iheni, wlioin falling by death or disability, any two of the partners, apjjoinfed by thu sub-committee for tJje tim« being, by a min- ute in their hedrtriint nook to sign the joinings of the said sheois on the margin ; M'hich the parlies do hereby declare lo be as valid and sufficient as if the same had been subscribed by all and «ach of them — any law and practice to the contrary not- withstand'ng. .V ,. , ., "i -T". The parties bind themselves and aitv tor ffiiltirp f , . , . , , c \(\\ .^^■,. arf„ri»a!ice of" J" ^''^n* hen's and siircossors, to lultii, poi- ici. j ionii and observe their several parts of tho premises lo eacli other, under the penalty of five hundred pounds sterii.ig ; to he paid by tho party failing, for each fail- ure to the p:i'-ly ohsorvino", or willing to observo, besides per- formance. A.nd they consent to the registration hereof, and of the several powers or letters of Atorney, in the books of the Council and Session, Sherilf court. books of Aberdeen- shire, or others competfUit, thvsrein to remain for preservation, and if ui^ce.ssary, that all execution may pass and against tbeni and thjir nieans atid estate, and against the means and estate of the companies who are parties horjto ; and that on a charge of six davs, in common form. And for that purpose, they constitute — — — ; -■ ' -— as procurators, «fcc. [Signed of diirerent dates.] # •^^ec^BB^ G L O U C E S T E R Capital JC500,()00, in 10,000 Sharks of XjO each. " The great success which has attended th'i psiahlishmcnt ot Jv>inl Slock B*inkinc Companies in Sco^Vuh:, Ireland, and vaiious parts of E;)gl md, nndci the iancUun of an .\ci oi the County Banking Company, 105 Legislature, 7 Geo. 4. has proved them to be of the most de- cided utility. % It is novir no longer doubted that Banking Companies, pos- sessing an adequate Capital, secured amongst an influential and affluent body of PropridlDrs, are most admirably calcula- ted to sustain public confidence in times ef difficulty, and to confer extensive benefits upon the country at large. A well conducted Company whose affairs are closely inve£: dies, the Mediterranean and the Baltic. # With this extension of trade, the facilities for effecting monetary operations have not, however, kept pace ; on the contrary, they may be said to be^psufficient for oven the pre- sent amount of business, and totally inadequate to the con- templated increase. It, therefore, appears highly desirable, with a view to foster the interests of a rising place, that mer- chants, agriculturists and others, should have ail the aid and assistance they may require, consistent with prudent policy, and which a well established Public Company is beat calcu- lated to afford. Impressed with the advantages of such an establishment, and desirous for its early formation on sound and liberal prin- ciples, subscriptions \uere entered into, and at a meeting held at the Spa-Hotel, Gloucester, on the 31st of May, 1831, Robert Canning, Esq. in the chair. It was unanimously Resolved, That upwards of 4,000 shares having been subscribed for, a Joint Stock Company be now formed, to be called ** The Gloucester City and County Banking Company" upon the principle and provisions of Act 7, Geo. 4; and that the fol- lowing regulations be adopted, viz. — That a Deed of Settlement be prepared,* containing all necessary clauses for the protection of the Proprietors, and giving the Company a lion upon the shares of any Proprietor, on whose responsibility they may have made any advance. That no transfer of shares shall be made before the Deed of Setileirient is signed, nor until twelve calendar months after the samo have been granted, unless under particular circumstances ; nor at any time without the consent of a ma- jority of the Directors pr sent at one of their usual meetings, or at a special meeting called for the purpose. That no person holding less than fifty shares shall be eligi- gibl^ for a Director or Manager. ^ That nine Directors shall be annually elected by a majo- County BanJcing Company' 107 rity of votes, 'ivho shall undertake the superintendence of the concern, out of which number four shall be competent to act, the Manager being also present, and having a vote. That the scale for regulating votes at general ngeetings shall be—- ten shares, one vote ; twenty shares, two votes ; forty shares, three votes ; sixty sliares, Tour votes : eighty shares, five votes, one hundred shares, and upwards, six votes. That th€ Directors shall appoint the several officers of the company, and require of them such secu":ty as they may deem needful, according to their respective situations. That no credit shall be given or continued, contrary to tho advice of the Directors. That the funds of the company shall not be, in any instance, invested in Foreign Loans, Mining Institutions, nor Articles of Merchandize. That the accounts of the conipnny shall be made up twice in each year; namely, on the 30th day of June, and the 31st day of December, and a general summary of them laid before the Proprietors at a meeting to be called for the purpose ; and after paying the Proprietors at least 5 per cent, on their paid up capital, a portion of the surplus profits shall bo added, from time to time, to increase the capital of the company as may be hereafter agreed upon. That neither the books of the Bank, nor any of tho bills nor securities which may pass through the same, shall be open to the inspectiott of any but Directors and officers of the establishment by their appointment. That no Proprietor shall use the name of the company ex- cept the officers duly appointed. That in the event of he company losing its surplus profits and one-fourth of the paid up capital, it snail be in the power of any share-holder to have it dissolved, unless otiier share- holders think proper to continue the concern, in which case they must pay ovor to the dissentient tho then value of his or her shares. I 108 County of Devon It was further Resolved, That tlie Bank of England and Messrs. Smith, Payne and Smithf«, London, bo appointed bankers to the Connpany. That Mr. William Gibbons bo appointed Manager of the Company |)ro tempore. That a deposite of one pound per share be forthwith paid to the Gloucester Branch of the Bank of England; four pounds per share to the Manager, at the Bank, on the first day of July next, on which day the Company coramenco business, and a further sum of not exceeding five pounds per share in January next or at such later period as the Di- rectors may think proper to call for it. If further calls should be found desirable, they shall be made as the Direc- tors may appoint, not exceeding five pounds per share in any one year. That the unappropriated shares now remaining in tho liands of the Compnrny shall be allotted at the discretion of the triroctors, having due regard to the interests of the coun- ty and city ; and that application for shares be addressed to Mr, William G'bhins, Bank, Gloucesler. That the thanks of this meeting be given to the gentlemen who have interested themselves in the formation of this es- tablishment, and that Robert Canning, Esq. Jas. Wm. Daniel, Esq. Wm. Montague, Esq. Mr. Samuel Bowly, and Maurice Shipton, Esq. Mr. John Kendall, be appointed a committee to conduct its further paogress un- til Directors are elected at a general meeting of the Propri- etors. County or Devon Capital £1,000,000 to be raised in 10,000 shares, of £100 each. The establishment of Joint Stock Banking Companies in various parts of the United Kingdom, having been found productive of great benefits to the community within their Banking Company. 109 respective districts, it is proposed to form such a company in tliis county, with a capital propoitioned to the important ob- jects it has in view. To the tradesman and farmer it will have many recom- mendations, but it is sufficient perhaps to observe in this place, that it will afitord increased facilities of credit, will ex^ tend the present limited circulation and will give it a stabili- ty, founded on tbo subscribed capital and known resources of the Company, which no panic will bo able to disturb. To the depositor it will offer a more perfect security than is now attainable, and will admit at the siime time of his obtaining a liberal interest whilst he is looking out fur a permanent in- vestment. To the proprietary it cannot scarcely fail to prove of equal advantage, as may be inferred from the past success of other companies of a similar character. The high pre- mium borne, without any exception, hy their shares, afto;ds the best criterion both of the extensive utility and the profit- able nature of such a joint and mutual system of Ban kirg^ The following regulations are submitted for the considera- tion of the public ; but it will of course be competent for any individual interested in this measure to suggest alterations by which the objects of ide Company muy be more efTectu- ally or beneficially promoted. 1. The capital of the County of Devon Banking Compa- ny shall be £1,000,000 ; to be raised in 10,000 shares of £100 each. 2. As soon as 5,000 shares have been subscribed for, a public meeting of the subscribers shall lo called in the City of Exeter, for the purpose of appointing the Board of Directors, it shall be composed of a President, fivo Vice Presidents, twenty Directors, and four Auditors. Tho Board shall hold their meetings quarterly, and shall have full power to regulate the same, and fix the principles upon which the Bank is to be cdnducted. A report shall be presented at all such meetings, of the transactions of the three preced- ing months, accompanied with a balance sheet. 3. The Committee of Management shall consist of three Directors, to whom all the details of business shall be in- trusted, and to whom alone all ordinary applications for cre- 110 County of Devon dit shall be referred. In cases of a novel or complicated character, they shall summon an extraordinary meeting of the resident Directors and Auditors, or any four of them, as a council, and the majority shall then determine the course to be pursued. 4. Every subscriber of ten shares shall have one vote at the general meetings; of twenty-five shares, two votes ; of fifty shares, three votes ; and of one hundred shares, four votes. Ladies may give their votes by proxy, through the medium of any qualified shareholder. 5. No person subscribing", or afterwards holding less than twenty-five shares, shall be eligible for a Director or Audi- tor ; and no person shall be allowed to subscribe for more than one hundred shares. '- 6. The Directors shall nominate, and have'the sole power of removing the Managers, Cashier, and Clerks of the esta- blishment, and require of them such security as they may deem expedient. 7. A deposite of five pounds per share shall be paid to the Directors, or Superintending Manager of the Bank, within days after aforesaid meeting ; and the Board shall be at liberty to call for a further instalment, not exceeding, five pounds per share in the course of the year. 8. Those shares which may not be disposed of at the breaking up of the meeting, shall be appointed subsequently, at the discretion of the Directors, and for the benefit of the Company. 9. A Deed 6f Settlement shall be prepared, containing the necessary clauses for the protection of the Proprietors, and giving the Company a lien upon the shares of any Pro- prietor on whose responsibility they may have made ad- vances. 10. No transfer of shares shall be made before the Deed of Settlement is signei, nor at any time, without the consent of a majority of the Managing Committee or of the Direc- tors, at one of their usual Meetings. Banking Company. Ill 11. A credit account may be opened with any Proprietor equal to the amount paid upon his sliares, and on tvhich he shall be chargeable with interest only after the rate of four per cent. 12. The interest to be allowed upon deposites lodged at the Bar^; for a definite period, shall be determined antece- dently at the Quarterly Meetings of the Board. 13. An interest of two and a half per cent, shall be grant- ed on running accounts, and payments above ten pounds made for an undefined term ; but the Board of Directors may increase or alter that rate generally from time to lime, or in certain cases where it may appear advisable for the interests of the Company. 14. No interest shall be paid on the fractional parts of a pound, belonging to any sum deposited at the Bank for an indefinite term. 15. No credit shall be given or continued contrary to the advice of the Committee of Management. 16. The capital of the Company shall not, in any case, be invested in foreign loans, mines, or merchandize. 17* No Proprietor shall be at liberty to inspect the books of the Company, or any of the bills, securities, &,z. which may pass through the Bank, unless the same be a Director, Manager,, or Auditor, appointed for such purpose, in order that the credit and private transactions of individuals may be preserved inviolate. 18. The accounts of the Company shall be made up every six months, namely, on the SO^th of June and the 31st of December ; and a general summary of their results, with- out any specification of names and individual credits, shall be laid before the Proprietors at the annual meeting, where a dividend, founded upon the actual profits, will be declared. 19. Three of the Directors and one Auditor shall go out annually by ballot among themselves, and these vacancies shall be supplied at the annual general meeting, but the par- ties retiring shall be eligible for re-election. i I