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(on^^ ODS^ saaDsr^iBiBiiiiia 1 vTi-r M^ -1 .f iKomteal: PRINTED BY FABRE, PERRAULT li C». 1833, 1 ^ Ci'f '■ Provided. InsuiUMirf* The following persons shall compose the first board of Directors of the said Bank, who shall elect a Presi- dent and Vice-President from among their own number, viz. : — Joseph Valois, of Montreal, M. P., Samuel Da- na, of Boston, U. S., Merchant, Charles S. Delorme, of Montreal, Gentleman, John Ward, of New-YorkjjU. S., Broker, Joseph Roy, of Montreal, Merchaht, Jacob DeWitt, of Montreal, M. P., Fran9ois Ricard, of Mon- treal, Gentleman, Hiram Norton, of Prescott, Merchant, John Donegani, of Montreal, Merchant, James C. Peasley, of Stanstead, Merchant, Pierre Beaubien of Montreal, M.D., Benjamin Brewster, of Montreal, Mer- chant, Jean D. Bernard, of Montreal, Merchant, Abi- jah Bigelow, of Montreal, Stage and Steamboat pro- prietor, Edouard R. Fabre, of Montreal, Merchant, Hosea B. Smith, of Montreal, Merchant, John A. Per- kins, of Montreal, Merchant. . And if either of the said persons shall fail to sub- scribe for twenty shares of the Capital Stock of the said Bank, or decline to serve as such Director, the remaining Directors shall have the power to fill up such vacancy by their own appointment, and the President, Vice-Pre- sident, and Directors, shall be capable of serving till the first annual meeting for choice of Directors, with full power and authority to manage the concerns of the said Bank, and shall commence the operations as soon as arrangements can be made, agreeably to the Rules and Regulations hereinafler made and provided. Every person or persons, copartnership, body po- litic or corporate, who may or shall become members of this association, may subscribe for such and so many shares as he, she or they, shall think fit*, and it is hereby agreed that the shares respectively subscribed, shall be payable in gold or silver coin current in this province. The first instalment, which shall be ten per centum on the amount of subscriptions, shall be payable at such ••Ull; <« n f-rs ■■''.♦! M; mi m }'\ U il\ I'"'.. H > ' time and place as the majority of the Directors shall or- der, giving thirty days notice, and the remainder shall be payable in such instalments as a majority of the Direc- tors shall order *, but no after instalment shall exceed ten per centum upon the Capital Stock, for the payment of which thirty days notice shall always be given •, provi- ded also that each and every subscriber shall be at liber- ty to pay the whole amount of his, her or their subscrip- tions, or any part thereof, which he, she or they may see fit, at any time, although the same may not have been called in by the Directors j and every subscriber so paying, shall be entitled to dividends on all sums so paid, according to the time the same shall haVe been paid in, in the same proportion as dividends are declared on other instalments. ^ .*;>-; ;.,•/, <. .WUl': I 'i- Wlieii to cmnmei co oiKiationa J \\>.i i".lh II. , i^ » It is further mutually agreed upon, that whenever the sum of ten thousand Pounds shall have been ac- tually paid in on account of the subscriptions to the said stock, notice thereof shall be given by the Directors, in two Montreal Newspapers, when the Directors may commence the business and operations of the said Bank-, but no Bank Bills or Bank Notes shall be issued or put in circulation, nor any Bill or Note be discounted at the Bank, until ten thousand Pounds in gold or silver shall be actually paid in and received, on account of the subscriptions to the said Capital Stock. \ ■■'.,.' To be 17 di- rectors cho- sen annually ftc. 5i< III. For the good management of the affairs of the said Association or Company, there shall be seventeen Di- rectors, who shall be annually chosen by the proprietors of the said capital ptock, at a general meeting thereof, to be annually holden on the first Monday in May, at which annual meeting the said proprietors shall vote .»*..< D have according to the rule hcrcinafler established in respect to voting at general meetings, and the Directors so cho- sen by a majority, according to such rule, shall choose a Pr^ident and Vice President from among their own number; and shall be capable of serving as President, Vice-President and Directors, for twelve months, unless any of thorn shall be removed for mal-administration, and in case of death, resignation or absence from the Province of a Director, for five months at a time, (if such Director reside in Montreal,) his place to be filled up by the remaining Directors, or a majority of them, to serve however, only until the succeeding general meeting as aforesaid; but should any Director be remov- ed at a general meeting of the stockholders, such va- cancy shall be filled up by the stockholders. And if at any time it shall happen by accident or otherwise, that the said annual election of directors shall not be made on the day above recited, it shall be lawful at any other time, but as soon as possible, to make such election at a general meetine' of the stockholders, specially called for that purpo. ad in the manner prescribed, ■-'iv-M«-i(. ft;v^ IV. r '.' The Directors for the time being shall have power to appoint such officers, clerks and servants under them, as shall be necessary for the conducting of the business of the said Company, and to allow them such compensa- tion for their services respectively, as shall be reasonable and proper, all which, together with the expenses for building, house -rent and all other contingencies, shall be defrayed out of the funds of the said Company. The said Directors shall likewise be capable of exercising such other powers and authorities, for the well regulat- ing and ordering of the afiairs of the said Company, as shall be prescribed by the by-laws and regulations thereof^ t -t;; -h' : :\- ni}nn•;• 1^1 r»' Snitf «• galnit th» Rule fiirvo- All suits brought against this Company (if any shall be) shall be brought against the President for the time being, and in case of his death or removal from office, pending any suit against him, measures shall be taken at the expense of the Company for substituting his succes- sor in office as a defendant, so that persons having de- mands upon the Company may not be prejudiced or delayed by such event, or if the person suing shall go on against the person first named as defendant, (notwith- standing his death or removal from office) this Company shall take no advantage of such proceedings on that account, and all recoveries had in manner aforesaid, shall be conclusive upon the Company. ' '• s In case of any suit at law, the President, for the time being, shall have full power in his own name, in behalf of the Company, to prosecute to judgment and execution, in the manner and form as by the laws of this Province it is provided. ^ ? b .-'j ;,« t%: VI. ■'>■'*.'( ''. -1 The number of votes to which each stockholder, or stockholders, copartnership, body politic or corpo- rate, holding stock in the said Company, shall be enti- tled, on every occasion, when in conformity to the pro- visions and requirements of these articles the votes thereof are to be given, shall be in the proportion fol- lowing, that is to say *, for one share, and not more than two, one vote •, for every two shares, above two, and not exceeding ten, one vote, making five votes for ten shares, for every four shares above ten, and not exceed- ing thirty, one vote, making ten votes for every thirty shares ; and for every six shares above thirty, and not exceeding sixty, one vote, making fifteen votes for every sixty shares : and for every eight shares above sixty, and not exceeding one hundred one vote, making twenty iilV. ■^iiJ U^ • tu iwTi/ »»: votes for one hundred shares. But no person or persons, cdpartnership, body politic or corporate, being a mem- ber or members of the said company, shall be entitled to a greater number than twenty votes. And all Stock- holderd may vote by proxy, if he, she or they, shall sec fit, provided that such proxy be a stockholder, and do produce a sufficient authority from his constituent, or constituents, for so representing and voting for him, her or them *, provided, also, that no shares of the Capital Stock of the Company shall confer a right of voting ei- ther in person or by proxy, which shall not have been holden during three calendar months at the least, prior to the day of election, or of the general meeting where the votes of the stockholders are to be given, but this last election does not apply to any vote necessary within three months of the time of the first subscription. VII. . iS • r. ; To re -elect Mix, &C. From the Board of President and Directors in of- fice, at least six shall be re. -elected for the next succeed- ing twelve months. None but stockholders, holding at least twenty shares of the capital stock of the said Com- pany, shall be eligible as Directors, and at least nine of the Board of Directors shall be resident in the City of Montreal, but not more than thirteen. - '*" * ' ■ 't ii I VIII. rj i ,;.iAili ii ' ('■ • No Director shall be entitled to any salary or emo- lument, unless the same shall have been allowed by the stockholders, at a General Meeting. .'? • ) IX Quorum, Freat. how to yot«. ' Not less than five Directors shall constitute a Board for the transaction of business. In case of the absence of the President and Vice-President, their pla- ces may be supplied by any other Director whom the K 1 / Z V ■fm Board may appoint for the time being. The Prcyidmt shall vote at the Board in all matters of discount, tlio same as the Directors, but on no other question shall \w have a vote, except there be a tie, when he shall have a J! :u // "/ 'How to rail generaliuvet- / casting vote. '{ t. 'iu> .'< vi* Vt»r. lit'i Utfi ii .X. 'U>' > ■':>*:' V Any number of stockholders, not less than twenty, who, together, shall be proprietors of four hundred shares, shall have pov/er at any time, by themselves or their proxies, to call a general meeting of the stock- holders, for objects relative to'the said Association, giv- ing at least four weeks notice thereof in at least one of the newspapers published in this cit^ , nnd specifying in such notice the time and place for such meeting, with the object, or objects thereof-, and the Directors or any six of them, shall have the like power at any time, upon observing the like formalities, to call a general meeting as aforesaid •, and if the object for which any general meeting, called either by the stockholders or Directors as aforesaid, be to consider a proposal for the removal of the President, or other Director, or Directors, for mal-ad- ministration, then and in such case, the person or persons BO proposed to be removed shall, from the day on which such notice shall first be published, be suspended from the execution of the duties of his or their office •, and if he be the President, his place shall be filled up by the remaining Directors, to serve during the time of such ' suspension. S .;..•,?, ^ XI. Bondj ofof- ficera. Every Cashier and Clerk of the Bank, before he en- ters on the duties of his office, shall give bond with two or more sureties, to the satisfaction of the Directors, that is to say, every Cashier in a sum not less than five thou- sand pounds, with condition for his good and faithful be- a liavior, and every clerk with like condition and sureties, in such sum as the Directors shall consider adequate to the trust to be reposed in him, but no Director shall be surety for such cashier, clerk or servant. • v^,i OfMoriga- XII. The Company shall not on any account lend money upon mortgage, or upon lands or other fixed property. It shall, nevertheless, be competent for the Directors, in behalf of the Company, to take and hold mortgages on property, by way of additional security for debts contrac- ted with the said Company, in the course of its dealings, or purchase and hold property so mortgaged, or such pro- perty as may be necessary for the transactions of the said bank but not othervise. . -.r. f ':x:'.s fi- XIII. Anidiintihe ^liall owe. ofDiiBctor.-i. 1 - ■'f1 ■i*. The total amount of the debts which the Company shall at any time owo, whether by bond, bill, note, or other contract whatsoever, shall not exceed four times the amount of the capital stock paid in. It is however understood that these restrictions are to have no refe- rence to the money deposited in said bank for safe keep- ing, and in case of excess, the Directors under whose administration it shall happen, shall be liable for the same in their natural and private capacities, but it shall not exempt the Company, or the lands, tenements, goods or chattels thereof from being also liable for such excess. Such Directors, however, as shall have been absent when the said excess was cop*racted, or shall have entered their protest against it upon the minutes of the proceed- ings of the Board, may respectively exonerate and dis- charge themselves therefrom by pleading and proving such absence, or shewing such minutes, and it shall be the duty of the Cashier to keep a record of the names of such Directors as are present at every meeting, it being of ;,»» , 1 niij distinctly understood that the Stockholders, not heing acting Directors, {Direcieurs gerans) shall not be an- swerable beyond the amount by them^subscribed either in case of excess, as aforesaid, or otherwise. Transfer. At ilio Hta- lion III' the in- XIV. The shares of the capital stock shall be assignable and transferable, according to such rules and forms as may be established in that behalf by the Board of Direc- tors, but no assignment or transfer shall be valid or effec- tual, unless such assignment or^transfer shall be record- ed in a book or books to be kept for that purpose, nor until the person or persons making the same shall pre- viously discharge all debts payable by him, her or them, to the said Company, which may exceed in amount the remaining stock belonging to such person or persons, except it be by the consent of the Board of Directors, and in no case shall any fractional part of a share, or other than a complete share or shares, be assignable or transferable. And it is hereby expressly agreed and de- clared, that any stockholder who shall transfer as afore- said all his stock or shares in this Company to any o- ther person or persons whatever, shall ipso facto ceaso to be a member of this Company, and that any person or persons whatever, who shall accept a transfer of any share in this Company, shall ipso facto become a mem- ber of this Company according to these articl s of as- .sociation j provided always, that all such transfers shall be made bo?ia fide^ and not with the intention of divid- ing shares to create fraudulent votes. : 'f • ' • — -■ xv. -•■'!' " All Bills, Bonds, Notes, and every contract and cn- gagrmcnt on be half of (he Company, shall be signed by the President, and countersigned or attested by tlic Cashier of the C»>iiipany j and the funds of the Coirpany 10 Books and Correapond- ancfe. ■ DivUlenJa Defa'jlten. shall in no case be held responsible for any contract or engagement whatever, unless the same shall be so sign- ed and countersigned or attested, as aforesaid. - MHw-i:iiiU-;^ 'iij;. ,>}Hi^.iw XVI. ^•5 U) '*i:-r«.lV iU The books, papers and correspondence, and the funds of tlie Company shall at all times be subject to the inspection of the Directors, but no stockholuer or Di- rector shall inspect the account of any individual with the Company, but by the consent of the Board. *«;':, Jr*; ^^mi'iwin^ iTi-ti XVII. M.' K1J .i'';«'i Half-yearly dividends shall be made of so much of the profits of the Company as shall appear to the Direc- tors advisable, and shall be payable at such place or pla- ces as the Directors shall appoint, of which they shall give public notice in at least two newspapers published in this city, at least thirty days before, and the Directors shall every year, at the general meeting for the election thereof, lay before the stockholders, for their informa- tion, an exact and particular statement of the amount of the debts due to and by the Company, specifying the amount of Bank Notes then in circulation, and the a- mount of such debts as in their opinion are bad or doubt- ful, as also stating the surplus or profit, if any, remaining, after deducting losses and providing for dividends. ■r :^^i■■'■!/u r XVIII. On failure of the payment of any of the instalments due to the said Company, the Directors may immediate- ly advertise the stock of such defaulter in one or more of the newspapers of this city, and after two publications, giving at least fifteen days notice thereof, may proceed to the sale of the same, and after deducting all expenses, to- gether with all demands the said Company may have against such defaulter, shall pay the balance, if any there be, to said defaulter, or to his legal representative. \^\ B: •■''; li; * ti ^ ■ : ,/ Expiration. After the dissolution of the Asaocia- don dete en Commandite:* It being distinctly understood that no stockholder or stockholders, residing or not re- siding in Montreal, and not being Directeur Geranty or acting Director, shall be answerable beyond the amount subscribed as aforesaid, ■ j • ■'■ ' '' ■'- ' "-''f' '■:-;^' ■ 'f-i .. ■,. n . '»- ■ ■'■ ■' :.^:- V-K:, ■■:■..■.' ^, ^XII. ^^^ This Association shall continue until the first day of January, One Thousand Eight Hundred and Fifty, and no longer^ but the proprietors of two-thirds of the capital stock of the Company, may, by their concurring votes, at a general meeting to be called for that express purpose, revise or alter these articles, or any of them, or dissolve the Company at any prior period, provided that notice of such meeting and its object shall be published in at least two newspapers in this city, for six months previous to the time appointed for such meeting. It is hereby further agreed, that an early application shall be made to the Provincial Parliament for an Act incorpo- rating this Company, if it is judged necessary. XXIII. Immediately on the dissolution of this association, effectual measures shall be taken by the proprietors for closing all the concerns of the Company, and for divi- ding the capital and profits which may remain, among the stockholders, in proportion to their respective inte- rests. In witness thereof we have hereunto subscribed our names and firms, at Montreal, this day of Au- gust, one thousand eight hundred and thirty-three.