^tllBRARY^^ ^IlIBRARY^J^ ^'^mmy^'^ ^^ojiivdjo'^ .^^\E•UNIVER5•/A ' ' _ ' o ^■lOSANCElfx> '^/^a3AIN(l-3\V^ ^.OfCAllFOfiUj, ^OFCAIIFOff/)^ v: ^ %a3AINn3WV , \ME ys'lVERi^/A >- ' fit: >«■ .^WEUNIVERJ/A. >lOSANCElfj> to >;,0FCAIIF0% ^OFCAIIFO/?^ ^(^AyvHan-^- ^^Aavaan^^ -^v^UIBRARYQ^ ^NStllBRARY6Jc^ , ^\^E UNIVERS-ZA v^lOSANCElfj^ ^^l•llBRARY(?/^ ^^t•llBRARYQ^ ^^OJIlVJJO't^ '^(.t^ except as to damages, and except that in a regu- lar course of administration, they shall have no other or greater dignity or priority of payment than other notes; tind the Bank In what to deal ''^''''" "^^' ^ii'cctly or indirectly, deal or trade in any thing except loaning money and e.xchaiige, and in gold or silver bullion, or in the sale of goods, chattels, rights, and credits really and truly ])ledged for money lent and not redeemed in time, or goods which ehall be tlie proceeds of its lands. Sec. 3. That the bank or promissory notes to be issued by J ^otcs, iiowpj^jj Bank shall be signed l)y the President of the principal BanJv, and countersigned by the Cashier thereof — and said Bank shall be restrained from issuing checks or orders payable at any of its oftices or elsewhere, to any person or order, or to any per- son or bearer, with the intent that said checks or orders shall cii-- culate as Bank notes. Sec. 4. That said Bank shall not at any time owe, Avhether Debts of the by bond, bill, note, or other contract, an amount exceeding twice ceed t"°'^^°th ^'^'^ '^"^^""'^ of the capital stock actually paid in, exclusive of uraount of its sums due on ileposites; and in cases of excess, die President and capital stock. Directors, under whose administration it shall have taken place, shall be liable for all or any of the debts of said Bank, in their individual capacities, by a joint or several action of debt against them, or any of them, their heirs, executors or administrators, in any court having jurisdiction thereof, by any creditor or creditors of said Bank: and shall Ijc prosecuted to judgment and execu- tion, any conditions or agreement to the contrary notwithstand- ing: Provided, That if the President or any of the Directors may be absent when the excess may be contracted or created, or being present, shall dissent from the act by which the excess is about to be contracted or created, he or they shall not be liable < under this section, if he or they shall, within ten days from the creation of such excess, or discovery thereof, make affidavit of their absence or dissent, and file the same for record with the recording officer of the city or county; and shall moreover, with- in ten days, give notice thereof in one or more of the public newspapers printed in this State, and transmit a copy thereof to the Governor of this Commonwealth for the time being, and shall m said notice, call a meeting of the shareholders, which they are hereby authorized to do. BANK OF KENTUCKY. 5 Sec. 5. The said Bank shall not, at any time, suspend, fail, or refuse payment in gold or silver, of any of its notes, bills, or Upon a failure other obligations, due or payable, or any moneys on deposite ; n^tpj ;„ gp^^-jg^ and in case the officers, in the usual banking hours, at the office the charter to of Discount and Deposite, where the same shall be ])ayable, shall ^^ forfeited. refuse or unreasonably delay payment in gold or silver of the amount of any note there demandable and presented for payment, or the payment of any money previously deposited at such of- fice, and then due and demandable by any person or persons entitled to receive payment of the same, said bank shall be li- able to pay damages at the rate of twelve per cent, per annum on the amount thereof, from the time of such failure, refusal, or delav, until payment thereof; and for such failure or refusal, or for any violation of this charter, the same shall be forfeited, and a scire facias shall be sued out in the name of the Common- wealth by tho Attorney General, and such proceedings be had as to declare such forfeiture by the judgment of a Court; and from and after the judgment of forfeiture, said corporation shall cease to exercise any of the powers and privileges hereby granted : Provided, said forfeiture shall not be construed tq prevent Said bank from suing and being sued, and continuing its operations for the purpose of closing its concerns; nor from making any contracts that may be convenient and proper for that purpose. Sec. 6. That the real and personal estate, business, propep- tv, funds, and pnidential concerns of said Bank, and the ad- ministration of its affairs shall be under the direction, manage- ment and control of eleven Directors, eight of whom shall rep- resent the private stockholders, and three the Commonwealth '^'^'^ Directors, of Kentucky, chosen as hereinafter directed; they shall be stockholders; and after the first election, shall have been stock- holders at least three months previous to their election; they shall be residents of this State and citizens of the United States; and after the first election, they shall be elected annually on . Anmia| elec- the first Monday in May. Each Director shall be the owner and holder of twenty-five shares of the stock in his own right; they shall hold their offices for one year, and until their succes- sors shall be chosen; at least three of them shall go out of of- fice annually. The Directors representing the private stock- holders shall be chosen by the sharchokhn's, who shall meet at the annual elections in the City of Jjouisvillc, at such time and place as the directory for the time being shall direct — and notice of the time ari'l place of hoKling the annual elections shall bo published in at lca.st two public authori/ed news|)apers printed in Louisville, thirty days next preceding the election — the clortion shall be by plurality of votes, to be counted and road in pul)lic after all the votes are taken — the elcftions shall be con- How conduct- ducted under tho direction of three shareholders, acting under ^ ' oath, and previously chosen by the dircctory,and not of their own CHARTER OF THE ImkIv. No |ici'son who is a director or olliccr of another bank, Who sliall ho jiiiail bo ehgiblc as a ihroctor in this bank; and any director *^.^|j^J. '""*' becoming a director or olliccr of another baidv, or wliile under protest in this l)ank, for tlio non-paynicnt of debt, shall be held to have vacated tho ullico of ilircctor in this bank — nor shall two partners in Irailo be eligible as directors in this bank, at one and the siunclinic; and if the President, Cashier, or any Direc- toi-s shall tail or become insolvent after his election or appoint- ment, he shall become incapable to serve as an ofiieer in this bank, and shall be held to have vacated his place — nor shall he be appointed to serve in this bank until all his debts arc paid, or until he obtains a full discharge from the same — nor shall any one who has ever failed in business be eligible to the otlice of President, Cashier, or Director in this bank until all his tk'hts are paid, or until he is fully discharged from the same. It", from any cause, an election should not take place on the day Hxcd In this charter, the corporation for th.it cause shall not be dissolved, but the stockholders njay hold an election on any other day the by-laws shall direct. Six:. 7. That at all meetings of the stockholders, and at all elections under this charter, each and every stockholder, voles "oii'^'^Uu; ^^l^ctlicr individuals, companies or corporations, shall be entitled block. to one vote for each share held in. their own right, up to fifty shares; and for every five shares over fifty and up to one hun- dred, one vote — and for every twenty shares over one hundred, one vote. After the first election no share shall entitle the holder to a vote, ludess the same has been held by the person claiming to vote on the same, at least three months prior to that time, and so appear on the books of the Bank. Any stock- by prosy.^ "^^^"^ holder entitled to vote, may do so in person or by proxy, such proxy being granted to a stockholder who is not the President or a Director, the. Clerk, Cashier, or Teller of the bank; and any stockholder, who is not a citizen of the United States, shall not be entitled to vote on his stock. Sec. 8. That the Directors chosen for the principal Bank under the provisions of this charter, shall, as soon as may be. Directors lo after tlio first and every annual or other election of Directors, dlTut' * '"^''*' ^'^'^^ '"^ President from their own body, who shall preside at the board until the next election; and in case of the death, absence, or resignation, or .vacation, of the ofl'ice of President, the residue of the Directors shall choose a President p-o icmjwrc; they shall Fill vacancies fill all vacancies ^^ hicli may occur in their own body durino' the 'b d'^'^h °fl" ^'"^^ ^^^ which they were chosen, and elect a Cashier, Clerks, cers.'&c.'^ ' agents and servants of the principal Bank ; fix their compensation, define their powers, and prescribe their duties, and shall require of them such bonds and in such penalties as they may deem right; which bonds shall be laid montijly befi )re the Directory, and an entry thereof made on record ; and the dii-ectory may, from time to time, require such additional bonds and sureties, with such pen- BANK OF KENTUCKY. ..7 aities and conditions as in their opinion will secure the bank from loss or damage; and all such otficer? shall hold their places during the pleasure of the President and Directors. Sec. 9. The President and Directors of the principal bank, President and Canv sLx'of whom shall Ibrm a quorum tor (he transaction of bu- ^"i'^cjois may siness,) may, from tmie to tune, make such by-laws, rules and reo-ulations tor their o\\ n government, and for the management and deposition of the property-, estate, fund.«, and business of the bank, and all matlers appertaining thereto, which they may deem expedient, not contrary to the provisions of this charter, or the by-laws, rules and regulations which the stockliolders, at their annual or other meetings, may, from time to time, prescribe : Provided, hoiccrcr, That a concurrence of a majority of all the Directors shall be necessary in the adoption of any of the by- laws of the institution. Sec. 10. The President and Directors .shall hold stated meet- Hold stated ings at least once a week, on such days and such hour of the meetings. day as they may, from time to time, appoint, and at such other time as they may agi-ee on; and they shall attend called meet- ings at any time tlie President shall so direct ; and all questions before the board shall be decided viva voce, and on the request . of any two members, the yeas and nays on any proposition sub- ^e decided viva mittcd, shall be entered or recorded on die journal of their pro- voce. ceedings ; and no vote shall be reconsidered when a less number are present than v hen the vote was given. Srx. 11. The President and Directors of the pruicipal Bank shall have rxjwer and authoritv, and it shall be their dutv, to cs-, ^""n;^,!„!° tablish not less than four, nor more than six branches ; and they shall establish and continue one branch at some suitable place south of Green River, and one branch at some suitable place between Green and the Kentucky Rivers; and two branches at .some suiU'iblc places on the North of the Kentucky River, as scon as the sale of the stock will jiistifv their doing so; and a^ branch to be located and continued at the seat of Government, unless the Legislature shall otherwise direct, to aid in the man- agement of tlic fiscal alfairs of the State, and the sixdi branch at such time and place as the President and Directors may de- signate: Provided, however. That .should the Directors fail to Proviso, establish the fifth and sixth branches hereby authorized to be cstabli.-hcd, that the Legislature herelty reserves the right to di- rect the cstabli-sliment of these branches, and to locate the sixth branch. The amount oi* capital which sliall be employed at the principal Bank and at the several branchr's, shall be under the c<^)ntr«jl of the President and Directors <»f the piincijjal Bank, so ffe to cmi)loy the same most advantageously to the stockholders and the comuumify: and the right ofllie President and Dirertors of (lie principal bank to change the locatiun of a branch which fihall have been mismanaged, or sliall have proved unproduc- tive, fliall be unquestionable: Providrd, There shiill not be 8 CHARTER OF THE employed more tlum iwo-lifilis of (he capfal stock actually paid; The nniouiit j,, n^ l)aMkin<,' capital, in tlie city ot" Louisville, unless authorized be cmploy.ant '^y ^^^^ Lej^islaturc, and the bonds or scrip paid in by the Coni- I.oiiisvillc iiml monw callli, shall not, \indcr thrs jirovision, be considered as '"''"-" '""'"^''"capital paid in, until sold, and the cash received by the Bank; and it shall be lawful to employ the first tive hundred thousand dollars paid in by individuals, companies and corporations, as banking capital in the city ol" Louisville; and it shall then be the duty of tiie President and Directors of the principal bank, to employ the residue of the capital stock as \rdid in, to the estab- lishment of branches, until three-fifths of all the capital stock paid in shall be employed in the branches, and thereafter three- fifths of what shall be paid in shall be employed in the branches, and the residue may be em|)loyed in the principal Bank; and they shall establish the branch at the' seat of Government first, and the others in such order of time as they shall deem expe- dient. Sec. 12. The President and Directors of the principal Bank Di rectors and ^l^j^H j-j.^yjj powcr and authority to appoint a Cashier and nine Casliiersol the i> i i- i , i .' • • i- branches to be Du'ectors tor each ot the branches, taking care to appomt quali- appointed. fied Stockholders as Directors, each having not less than five shares, and not less than three of the Directors of each branch shall go out of office annually. They shall also prescribe such rules and regulations for the government of the branches, as they may deem right, and shall have power to enforce the same. P .ident ^'"''^' ^'^•'^'ic Directors of each of the branches shall choose Clerk, &c. of t>"G of thcir o\\ n body as President, and appoint a Clerk and such the branches, other oflicers as the President and Directors of thie principal Bank shall direct; and not less than a majority of them shall form a quorum for the transaction of business. . Sec. 14. That no dividend of the profits of said Bank shall be fund."" '"^^" (declared until there shall be a surplus of twenty thousand dollars for each million of dollars of the capital stock of the bank actual- ly paid in, and the surplus or contingent fund so raised, shall never be reduced below that ratio, on all stock paid for; and it shall be the duty of the President and Directors to the principal Bank, on the first Monday in January and July of each year, to declare a dividend of the profits over and above the contingent fund aforesaid, among the stockholders, payable to them on de- mand; of which dividend, and the time and place of payment, notice shall be given. And ilj at any time, said President and Directors shall declare a dividend lessening the capital stock, or lessening the contingent fund aforesaid, or by any mismanage- ment or neglect of dut}", sliall cause any loss or deficiency of, or in the capital stock of said Bank, the Directors consenting thereto, or guilty of such mismanagement or neglect of duty, shall be jointly or severally liable to the stockholders or any creditor of said Bank, who may be injured thereby — and the BANK OF KENTUCKY. 9 President and each Director shall be deemed giiiltv of such mis- management or neglect, or to have consented to such dividend, unless he forthwith give notice of his dissent thereto, or his absence from the institution, in like manner as provided in the fourth section of this charter, and call a meeting of the stock- holders as herein provided. Sec. 15, That it shall be the duty of the Cashier of the prin- cipal Bank on the first day of July, 1836, and on the first day of Tax orboius. July in each succeeding year, durin ollrnilin^j; shall lie deemed guilty of felony, and shall, upon conviction thereof, bo sentenced to confinement in the jail and penitentiary of this State, for a period not less than five, nor more than twenty years. Skc. 20. That the President and Directors of the principal A journal of Biink shall keep a record or journal of all their |)rocecdings, thfir pror.-cii- which they shall produce to the stockholders when by them do- i"°'t'ho^^l!'ui!'k'"'""'^'^' '^' ''^"y regular meeting; and they shall be open to and branches! inspection and exanunation of the Governor of this Common- wealth, or anv person duly authorized by him, or to any commit- tee appointed by the Legislature; and the President and Direc- tors of the principal Bank shall cause the President and Directors of the branches, to keep a record or journal of all their pro- ceediniis, which they shall produce to the President and Direc- toi-s of the principal Bank at all times, or to any person or per- sons authorized by them to ins|)ect the same, and which shall be open to the inspection of the Governor of this Commonwealth, or any person duly authorized by him, and to the stockholders at anv general meeting, or to any committee appointed by the Le- gislature. Sec. 21. That the President and Directors of the principal Bank shall cause their Cashier to make, quarterly, on the first Memoran- j.^y yf Januarv, A[)ril, July and October, a complete memoran- fccMo'lle m!ul^ tlum in alphabetical order, of all the debts due said Bank, setting out quarterly, out the amount duc by cach individual, with the names of the endorsers, and a note of the other security, the date of the notes or bills, and when payable — and they shall cause the Cashiers of the branches to make a like complete memorandum, in alpha- betical order, of all the debts due at the several branches, by each individual, wifh the names of the endorsers and other secu- rity, and the date of the notes and bills, and when payable; one copy of which shall be retained at the branch, another copy shall be transmitted to the principal Bank — and these memorandums shall at all times be open to the examination of the President and Directors of the principal Bank and Branches. Sec. 22. That it shall be the duty of the President and Di- . , rectors of the principal Bank, during the first week of the ses- to he made lo ?ion of the Legislature in eacli } ear, to transmit to the Secretary the Secretary of State an accurate and just statement of the condition of the Uid ^before The principal Bank and branches, as it existed on the first day of the Legislature, preceding month; which statement shall specify the amount of capital stock actually paid in, and the amount not paid in, and the value of the real estate belonging to the Bank, and its cost; the total amount of debts duc to and from the bank; the amount BANK OF KENTUCKY. 11 of gold and silver, and other coined metals and bullion on hand; the amount deposited, the amount of bills in circulation, and the amount of bills on hand of other incorporated Banks, and the amount of notes in circulation of each denomination, issued by the Bank, the rate and amount of each dividend of profits made by the Bank, with the amount of surplus profits or the contingent fund ; which statement the Governor of the Commonwealth shall cause to be laid before the Legislature of Kentucky, and the same shall be published in a newspaper printed at the seat of Government, and in one printed in Louisville, at the expense of the Bank; and they shall, when required by the Legislature, re- - port all bad and doubtful debts. Sec. 23. That the Presidents, Directors, Cashiers, Clerks, Tellers, and other officers of the principal Bank and branches. All the officers previous to entering on the discharge of their duties, shall take to take an oath, an oath before some justice of the peace of this State, faithfully, honestly, and to the best of their skill and judgment, to dis- charge all the duties of their respective offices and stations under this charter, or which may be required of them by the by- laws, rules, and regulations of the corporation ; and that they will not, during their continuance in office, sanction or permit any of the provisions of this charter to be violated; and should any such violation take place without their concurrence, that they will immediately communicate the same to the Attorney of the Commonwealth for the circuit in which the violation shall take jdace, and to the Attorney General of this Common- wealth. Sec. 24. The said Bank shall not contract for or receive a greater rate of interest than at the rate of six per centum per ^^^te of in- ' ^ * tcFGSt to np l*P— annum for the loan or forbearance of money; and the interest cei^-ej by the on promissory notes, negotiable and payable at said Bank, and Bank, there discounted, shall be calculated on the true time such notes have to run, including three days grace, and shall be paid in advance, on Bank principles, and in conformity with Rowlct's Tables of Discount and Interest. Sbc. 2o. That said Bank shall not make any loan of money, or discount any note or bill, on the pledge of the stock of said Bank, in any case whatsoever; and no stockholder shall be ^g made on a allowed to pay any debt he may owe the Bank by the surrender pledgr of stock. of the stock of the Bank, until all the notes of the Bank shall h°''j^'',*yrrendlr have been redeemed, and all the debts of the Bank paid; and^f gtock. fltockholdftrs who shall iKjcome indebted to the Bank, shall be compelled to pay their delits in all respects as other persons deal- ing with the Bank; nor shall any stockholder be allowed to make [)ayment nf the shares of stork held by him, by means of a loan or loans f)btainerl from said liank. Sec. 20. That the President and Directors shall issue certifi- cates of stork to the holders thereof, whenever thev shall be Certificates of paid for; and the shares of the capital stock of said Bank shall 13 CHARTER OF THE bo considorcil and licld in law as personal property, and ns^igri- 5iock to he lit- able and Iriinstorablo only in siidi manner and at such place or .ur-.l tol..por- |.^^.^^ ,j^ ,,,^. President" and Directors of the principal Bank !»01Ull »Sll\tl-, «',,,,.,, ., ' ' itaiisurublo. sluill, ov thcu- l»\ -Uiws, |)rescrine. Sec. 27. The ccrtiticatcs of dejiosite, bank bills or notes, Bank notes bills of excluuiiic or orders issued by said Bank, and signed by &<■• o''''?"''">' the President and coiintersiiined bv the Cashier, promising or tfuni"li not vin- ,• .1 . r I A iler senl— and re-tniestmg tlic payment oi money to any person or persons, and Ik)w transfer- to order or to l)earer, as the case may be, shall be obligatory on •■*'^'- said Bank, although not under its seal,- and such of said notes or bills as shall be payable to order, shall be tranferable by assign- nient, and those made j)ayable to bearer, by delivery. Si:r. 28. That the real estate purchased by said Bank, under n 1 . .« .^ iudtrnients or decrees in its favor, or under judgments or decrees Real estate to J .0 , • , ,, , 1 1 he sold in five ot Others, when it shall be necessary to purchase the es- ycars. tate in order to secure the payment of some debt due the Bank, and the real estate taken in payment of some debt due the Bank, shall be sold by the Bank within five years next after the estate shall have been fully acquired, and the |)assession taken or I'e- covered; and on their failure to sell the estate within five years, the same shall be vested in the Commonwealth, without office I'ound. Sec. 20. That the general meeting of the stockholders shall General meet- be held annually on the first Monday in May in each year, in injis of stock- the city of Louisville, at the time of the annual elections; to '^ ^'""■' which meeting the President and Directors of the principal Bank shall present an accurate statement of the condition and affairs of the Bank; and general meetings of the stockholders may be called as provided in the charter, or by the President and Directors of the principal Bank, when they esteem it desira- ble, or by any number of stockholders the by-laws of the corpo- ration shall rctpiire. The LrRisla- Sec 30. The Legisliiture shall have the right to investigate ture may inves- \\-yQ situation and afiliirs of the Bank, by any committee they may fafr-*of th('*bank '^PP'^''"^ ^'^'" *''^' purpose, from time to time. Sec. 31. The general court shall have jurisdiction to try the Forfeiture forfeiture of this charter, for violations of any of the provisions of the charter, ()f jj^q game; the proceedings shall be by scire facias, alleging \o\\ trie . ^^^j specifying the acts of forfeiture relied on; and shall only bo sued out at the instance of the Attorney General, when directed to do so bv order of the Legislature. Sec. 32. That John L Jacobs, Edward T. Bainbridge, W. ConimisMoner? H. Pope, George Keats, VV. C. Fellowes, William Bell, Lcveri to open book? Shrievc, George Buchanan, John D. Colmesnil, Henry For- for *"hscrii,- jj^g ^j^j j^j^gg Sfe^.jj,.f of Louisville: and John W. Hunt, tions for stock. • .' . ^ ,^. t-, t. h -t.- 1 1 tt- ■ im- 1 Benjamm Gratz, J homas L. Boswell, Richard Higgms and Liijah W. Craig, of Lexington, shall be, and they are hereby constituted and appointed commissioners to open books and receive subscrip- tions for the capital stock of said Bank, and to superintend the BANK OF KENTUCKY. 13 election of the first Board of Directors ; and any three of them shall be competent to exercise the powers and perform the du- Powers and ties required by this section. commiss'ioners! Sec. 33. The said commissioners shall have power, and they are authorized and required, on the second Monday of April, 1834, or at such other time within twelve months thereafter, as they shall deem expedient, having first given not less than thirty days notice thereof, in some of the newspapers printed in Louisville and Lexington, to open books for the subscription of the capital stock of said Bank, at Louisville and Lexington, and at such other places within the State as they may deem ad- visable:; and cause said books to be kept open from 10 o'clock in the morning until 2 o'clock in the evening, for at least twenty days, and until at least ten thousand shares shall have been sub- scribed, when the same may be closed ; and if more than thirty thousand shares ?hall 'have been subscribed by individuals, com- panies and corporations, the said commissioners shall deduct the excess from the largest subscriptions, in such manner, that no subscription shall be reduced, and leave the subscription of any other larger; and said commissioners may, if they deem it advisa- ble, cause books to be opened for the subscription of any part of the stock they may direct, in any of the principal cities of the United States, on the same days that subscription books may be opened in this State. Sbc. 34. That if the whole thirty thousand shares of capital stock shall not be taken when the books of subscription shall ,.e.opened an- first be opened by the commissioners, the President and Direc- nually till the tors shall cause the books to be re-opened annually, on the first *'^°'^'"* t***^"- Monday in May, or at such other time in the year as they may direct; a«d cause them to be kept open not less than twenty 'days, or until the whole balance shall be taken; and the Presi- dent and Directors may require such premium on the stock sold at the re-opening of the books, as they shall deem right, which premium shall be the property of the Bank: Provided, it shall Proviso, be the duty of the President and Directors of said Bank, if the whole stock shall not be sold before the organization of the prin- cipal Bank, to cause books to be opened at some suitable place or places, in that section of the State where they shall be about to establish a bmnrh, and allow to the subscribers of stock at those places, the like terms as though they had been original sub- scribers. Sec. 35. That when not loss than ton thousand shares of the capital .stock shall have been taken, and the commissioners shall have closed the bfx>ks, it shall be their duty to give notice in some public newspapers printed at each of the places where the books may have been ^)f)ened and stork subscribed, and appoint a day and place in the city ofI»uisvillc, for the election of the p■^fl^^] (,«• n f first Boar»l of Diroffors fur said Bank, who shall hold their offices Prosident and until tJic succccdmg annual election; and not less than thirty Directors. U CHARTER OF THE uor m«)io thnn sixty tiuys notice shull be given of the time and plaro of eloctiiiji; tiu; suid JJoiinl of Directors; uml some tlirec of the roiniiiissioiuM's sliali lu't as iiis|)«!(;tors of tlio election, and shall taivc llu" proper oaths, and pcrlorin all tiie duties of inspectors of elections in like cases. {i^Kc. 'M\. That pavnicnt of the shares of the capital stock held rnvmcnts for ^ individuals, companies and corporations, shall he made in gold and silver, unri at the times and in the manner following, to wit: five dollars on ca<-h share to the commissioners, at the time of suhscrihing, and live dollars on each share within ten days after the election of the first Board of Directors, and twenty dollars on each share within sixty days thereafter, and the residue shall be paid in instalments of ten dollars on each share every ninety days thereafter, until the whole is paid. Sec. 37. That shoukl any of the subscribers to the capital sttx'k of said Bank fail or refuse to pay for their stock as herein provided, the President and Directors, first giving public notice in Stock may ^^ '^ast two public authorized newspapers printed in this State, be forfeited for for the space of thirty days, by a resolution entered on their re- non-yaymentof j.Qj.jj,^ may forfeit such stock, and proceed, at such time as they thereon. may deem expedient, to re-sell the same; and all partial pay- ments made on any stock which shall be forfeited, shall be held for the benefit of the Bank. Sec. 38. That-the Governor of this Commonwealth shall be, Subscriptions ^.nd he is hereby authorized and requested, within ten days after ilart ofthe state t''<^ commissioners shall notify him that ten thousand shares when and how of the capital stock of said Bank has been subscribed by indi- niade. viduals. Companies, and corporations, to subscribe for, and on account of this Commonwealth, twenty thousand shares of the capital stock of said Bank; and he is further authorized and re- quested, when the third instalment shall have been paid by in- dividuals, companies, and corporations, on the request of the President and Directors of said Bank, to pay for five thousand shares thereof, by executing to said President and Directors, the bonds or scrip of this Commonwealth, for five hundred thousand dollars, in such amounts as they may require; bearing on the face an interest of five per cent, per annum, payable by this Commonwealth, on the first Mondays of January and July, in each year, at the principal Bank, and redeemable at the plea- sure of this Commonwealth, at any time within five years after the expiration of this charter; and when one million of dollars shall have been paid into said Bank, by individuals, companies, and corporations, the Governor of this Commonwealth is further authorized and requested, on the application of the said Presi- dent and Directors, to pay for five thousand additional shares of said stock, by executing the like bonds or scrip of this Common- wealth, for five hundred thousand dollars, bearing like inter- est; which bonds or scrip shall be received by said Presi- dent and Directors, as payment in fiill, for ten thousand BANK OF KENTUCKY. 15 shares of said capital stock; and it shall be lawful for the Presi- dent and Directors of said Bank to sell and transfer said bonds or scrip, and by endorsement thereon, to agree and bind the Bank to pay the interest either annually or semi-annually, to whoever may be the holder of the same, without any demand beinc made upon the State fur the interest thereof, at any place or places within the United States; and said bonds or scrip shall be transferable at such place or places, and in such manner as the President and Directors of said Bank shall prescribe by tlieir bv-laws; but the same shall at no time be sold, transferred, or otherwise disposed of by the President, Directors, and Company of the Bank of Kentucky, fur a less sum than the nominal amount of any such bond or scrip, with the interest which may be due thereon, nor until the whole sum for which the same may be sold, has been actually paid; and it shall be the duty of the President and Directors of said Bank, out of the amount which will be due the Commonwealth on the stock, to redeem the afore- said bonds or scrip without charge, and pay over the residue to the State. The Governor of this Commonwealth for the time beint', shall annually nominate, and with the advic^ and consent of the Senate, appoint three Directors on the parf of the Com- Directors on monwealth in this institution, who shall hold their otRce until the part of the their successors may be duly appointed and qualified ; and if any S'?**' t° ^^ ^P' Director thus appointed shall vacate his office by death, removal P°'" ^ from the State, resignation, or otherwise, the Governor is hereby empowered to fill the vacancy. And should said Bank go into operation during the recess of the Senate, the Governor shall, as in other cases, make a pro tempore appointment. Sec. 39. That the said Bank shall annually reserve, out of the dividends on the stock of this Cummonwelth, the five per Dividends ot cent, interest per annum on the said one million of bonds or the State regu- scrip, and the residue of the dividends on the stock of this Com- ^ ^ monwealtli shall be carried to the payment of die remaining ten thousand shares of the stock, belonging to the Commonwealth, from time to time, as the dividends shall be declared, and paying in full for so many shares as the dividends, from time to time, will pay for, until tlie payment of the whole ten thousand shares is fully made; but the Commonwealth of Kentucky shall have the right, from time to time, to devote any other resources she may have to the payment ot" said stock. Sec. 40. That so soon eis three hundred thousand dollars of the capital stock shall have been paid in by individuals, compa- nies, or cor[)orations, in gold or silver, the President and Directors shall cause the Governor of this Commonwealth to be notified thereof, who is hereby authorized to appoint some suitable |)erson vv^hen the to count the money so paid in as ca|)ital stock, and to take the oath Rnnk is tocom- of the Pre.si.lcnt and not less than six of the Directors, that the "'^"<=^ '^"*''«=" parae has been paid in as capital st(jck bona fide, and make due return thereof to him; and on such appearing to be the fact, the U; CHARTER. Governor is authorized to issue his proclamation, that the amount hereby rcciuircd to be paid in, and in the funds hereby required has bfcn done, and that said Baniv is authorized to commence its operatidiis as a bankinji institution; and from and afler the first publicatidu of such proilaniation, it shall be lawful lor said Bank to commence business. Skc. 11. Tliat no one individual, company, or corporation. Amount oi" shall be allowed to take k-kcopcr shall constantly keep every account in his Icgcr, so pencilled up as to exhibit the balance of each at the first inspcctif)n. Art. 10. In ali cases, when rccjuired, the Cashier shall ac- C:iOii( r to ac- cept powers of attorney for receiving any dividend or interest <• 20 BY-LAWS AND RULES OF dcnd or interest sluill lie hold by the ]5ank, subject to the order of the proprietor, tree from ehiirjre. Tlie President and Direc- Qiiartcrly lists tors sliall cause llie Casliicr to make; quarterly, on the Ih'st day ofvl.i'tstliu' 10- of Jnnunrv, Aitril, .lulv. and October, a e(jninletc memorandum, icrs. m alpliahcfual onlcr, ol all the debts due the .lianlv, setlnig out the amount due by each individual, uidi tlic names of the cn- dorsei-s, and a note of tlic olher sccuiity, the date of the notes or bills, and when payable. And Mjcy si)all cause the Cashiers of the branches to make a like complcic memorandum of all List of dcl)ts the debts due at the several branches, by each individual, with tluc hrniiclusthe names of the endorsers and other security, and (he dates of required. ^j^^ notes and bills, and when i)ayablc; oi\e copy of whicli shall be retained at the branch, another co|)y sliall.be transmitted to the principal Bank; and these memorandunxs shall, at all limes, be open to the examination of the President ajid Directors of the principal IJank and branches. And il; shall be llio duty of tho President and Directors of the Bank to transmit to tho Secretary Report to the of State, during tiie first week of the session of the Legislature, Leifislature. in each year, an accurate and just statement of the condition of the i)rincipal Bank and branches, as it existed on the lirst day of the |)reccdinsr month; which statement shall spccity the amount of capital stock actually paid in, and the amount not paid in; and the value of the real estate belonging to the Bank, and its cost; the total amount of debts due to and from the Bank; the amount of gold and silver, and other coined metals, and bidlion on hand; the amount deposited; the amount of bills in circula- tion, and the amount of bills on hand of other incorporated banks, and the amount of notes in circulation of each denomina- tion issued by the Bank; the rate and amount of each dividend of profits made by the Bank, with the amount of sui|)liis profits or the contingent fund; and shall, when required by the Legis- lature, report all bad and doubtful debts. It shall be the duty of the President and Directors of this Bank, as fifien as once in Monthly exam- every month, to cause a strict examination to be made of the illation of ac- accounts of the Cashier, and a full and complete statement to iera"' ^^ ^''*'' ^^^ '"'^'^'^ ""^ entered on the Journal of the proceedings of tho board; and they shall cause the President and Dii'ectors of the several branches to make a hkc monthly examination and state- ment of the accounts of the Cashiers to be made and entered on the journal of their proceedings. Art. 11. If any jierson claims a certificate of Bank stock Hownewccrii-to be issued in lieu of one lost or destroy ed, he shall make an ficaie of stock aflidavit Or aflirmation of the fact, and .state the circumstances liiay be oljiain- ^f {jj^ j^gg ^^ destruction, and he shall adverti.se inoiie or more of the papers in Louisville twice a week, for the space of six months, an account of the loss or deslruclion, describing' the certificate and calling on all per.sons to show cause why a new certificate shall not be issued by the Bank in lieu of the one lost or destroyed, and he shall transmit to the Bank his THE BANK OF KENTUCKY. 21 affidavit or affirmation, with the advertisements before men- tioned, and he shall give to the Bank a bond of indemnity with one or more sureties, if so required, in the sum of one hundred and hfry dollars on each share to be renewed, ajjainst any damaire thai may arise from issuing the new certificate; whereupon the Cashier shall, two months after the last advertise- ment as aforesaid, issue a new cerlilicate of the same tenor with the one alleged to be lost or destroyed, and therein specifying that it is in lien lliereof. Art. 1*-^. The s({>ck of this Banlt shall be assignable and trans- ferable at iho Bank in Louisville, and in other places where the Where stock Bank shall a[)[)<»int agents ftr this purpose, personally by the"'^^ , trans- stockholdei-, or by his atlorne}, ui>on tlie surrender of the certi- ficate thereof. Art. 13. In places where the Bank shall apiwint an agent for this pui'posc, an assignment or transfer endorsed upon the Stock how certihcafe, signed by the pruicipal or his attorney, and attested '^'■^"s'«="e^' by the ageni, shall be of the same effect as if the stockholder or his attorney had personally executed and delivered the same at the Bank of Kenkicky. Art. 14. Powers of attorney to transfer stock, or to receive dividends, .«hall he authenticated by a Notary Puhlic under his Powers of at- notarial seal, or l)y the altesfafion of two witnesses and proof by |°''"^>' l""^^ ^° one of them, or by the adestation of one witness, and an acknow- Icflgement by the principal, before a justice of the peace, and by him ceitilied under his seal; but the power of dispensing with these motles of attestation in certain cases is reserved to the Pre- sidenl and Directors. Art. 15. Wiibout the special authority of the board, no Di- rector exce[)l ihe President, shall bo permitted to inspect the run- President only ninji or cash account af anv person with the Bank; and no Di-*?^^*""'"*^/""- reclor is permitlcfl to divulge any of the conndcntial measures of cunts. the Bank, pnniilcd diev are no! in opposition to the charter; and Proreedings as the interest of the Bank requires the free and unresei-ved Jn-'^°"""^"'"»'' torchange of opinion of the Diicctors, more partictdarly in the operation of discounls, no member is permitted fo reveal the opi- nion or vote given on any malfers relating thereto. Akt. 1(J. Tlie regular annual meeting of the slockholders shall be on fhe fust Monday in May, a( the Banking house in the cily of Louisville, at io o'clock, A. M., and immediafely i„^""„7'g';"^^^^^V after its adjournmeni, fhe election of Direcfors shall be held, and holders. continue open until ;j oVlf)ck in the aftrnKKin, or unld such sub-^. I^lcrtionof sequent hour a.s shall be deemed expedient by the judges of the election. Art. 17. In every election to an office (except that of Presi- dent) by the board, there shall be a nominiifion of the candi- Election of date at a previous meeting. In the ebictiou for a ]*rosidcnf, a ofTuxrs, Iww to Ca.Hhier or any Clerk, a majority of the votes of all the Direr- '^"°"'*"<='''^- tors present shall be necessary in order to render it valid. In '>Z BY-LAWS AND RULES OF tho clod ion \\>r Cashier or any Clerk, fhc ballots shall be fii'st tukon lorall llu; caiuliilatcs, and it'u|)()ii oxaniiiuUion, no one shall have a niajority of the votes ol" all tho Directors present, then tlie three candidates having the highest number shall be voted for again, and in (-ast^ no one sluvll then a])|)ear to be duly elected, tJio ballots shall be taken on the two highest. Akt. 18. Before entering upon the duties of oflice, the [^^'^•'^,'^" ^" S'""^ Cashier and each Clerk in the Bank, shall give bond with two or more sureties, to be ap|)roved by the Board of Directors, for liis good behaviour and the liiithful discharge of his duties, and trust reposed in him, in the following sums, that is to say : The Cusliier in the sum of litty thousand dollars; the paying Teller in the sum of twenty -five thousand dollars; the receiving Teller in the sum of twenty thousand dollars; each of the other Clerks in the sum of five thousand dollars; and the Portei's in the sum of twothousand dollars each. The President, Directors, Cashiers, Clerks, Tellers, and other officers of the principal Bank and branches, previous to entering on the discharge of their duties. Form oi'oath shall take an oath before some justice of the peace of this State, to be taken. faithfully, honestly and to the best of their skill and judgment, to discharge all the duties of their respective offices and stations under this charter, or which may be required of them by the by- laws, rules and regulations of the corporation; and that they will not, during their continuance in office, sanction or permit any of the provisions of this charter to be violated; and should any such violation take place, without their concurrence, that they will immediately communicate the same to the Attorney General of this Commonwealth. Art. 19. The President shall retain and exercise all the rights and privileges which belong to any Director. He shall be, ex officio, a member of every committee, except in special Powers and cases, where it shall be ordered otherwise by the Board. He duties of the shall preside and keep order at all meetings of the Board. It rresiueni. gj^^jj 1^^ j^jg ^j^j-y ^^ ^^^^ -^^^^ j^jg custody at the Bank, the plates, paper, moulds and bank paper, and the seal of the corporation j to superintend and direct the printing of all bills or notes ordered by the Directory to be printed, and to keep a regular account of the bank paper in his custody, and the quantity ordered from time to time for impression, which account shall be checked by exami- nations of the committee on the state of the Bank. It shall also be his duty to exercise a supervision over all the concerns of the corporation — to superintend the official conduct and duties of all persons employed in the Bank — to sign bills and notes which shall be issued by the Bank — to cause the seal to be affixed to all such instruments and documents as the Directors shall order — and to call special meetings of the Directors whenever, in his opinion, such meeting may be required by the interest of the Bank ; and it shall be his duty to call a meeting when requested by two members to do so. THE BANK OF KENTUCKY. 23 Art. 20. It shall be- the duty of the Cashier to countersign at the Bank, all bills and notes to he signed bv the President, or ^ Duties of the bv order ot' the Board — to superintend the opening and keepnig of the lexers, and all the other books used in the Banlc, and also, the books for the registry of the issues and tranters, and for the payment of dividends — caretuUy to observe the conduct of all officers employed under him, and to report to the President or to the Board, such instances of neglect, absence, incapacity or bad conduct, as shall come to his knowledge, in any of them — daily to examine the settlement of the cash account of the Bank — to take charge of the cash, and whenever the actual amount disa- grees with the balance of the cash account, report the same to the President and Directors without delay — to attend all meetings of the Board, keep a fair and regular record of its proceedings — give such information to the Board as may be required — consult with committees, when requested, .on subjects referred by the Board ; and also, to perform such other sei'vices as may be re- quired of him by the Board or the President. Art. 21. All officers or persons in the employ of the Bank are chosen or a])pointed by the Board of Directors, and huld How officers their offices and employments during the pleasure of the Board; ate appointed; tlieir salaries are fixed by resolution of the Board. The Cashier gg"",.^p° ^i^t^^of shall lay before every Board of Directors, on their entering officers to be into office, a list of the officers and persons employed in the pa^^e by Cash- Bank, with their salaries, the names of their securities, and the amount for which they are bound. It shall be the duty of the Board of Directors to take order on said list of officers, as to their fitness and other qualities, and the sufficiency of their se- curities. Art. 22. Every Clerk or person in the employ of the Bank shall give his attendance and labor in the Bank as long as his Attendance oi service may be required by his regular business, or by the Cash- officers. ier, the President, or the Board; and all cases of neglect or re- fusal shall ijo reported to the Board. Any application for leave Leave of ab- of absence, by a Clerk or person in the employ of the Bank,^^"'^^- shall be made to the President and Cashier, who shall grant or refuse the same as they may deem expedient. And neither the Cashier, nor a Clerk, nor a Porter, shall carry on any other bu- siness tlian that of the Bank, nor engage in any employment Officers not to which can withdraw his attention from his duties in the Bank ;.«'"Sage'" other and no Clerk or Porter shall have an arc(junt in the Bank, but may receive liis salary from the Casliier at the end of each month. Deliberate Proceedings of the Board of Directors. Art. 23. The Directors shall assemble at the Bank'on every Monday and every Thursday morning, at b o'clock, Iroin tho Moeiings of first of April to the first of October, and at i) o'clock, from tlictht Board. first of October to tlio first of April, tor the purpose of discount. 24 BY-LAWS AND RULES OF and iloinn: any other business, unless those days or either of tliem Exception, sliall lull on aiiN of tiic days excepted in the iirst arlicle. Akt. 21. When tlio Presitlcnt takes the cliair, the members shall take their seats, and jiive their attention to the business bc- ^^^^^*''" of pro- lore tlie Board. The Cashier shall lay belorc the Board the cce ings. ^^^^^ ^^^. ^1^^ ]},,„|^ iiicludinjr balances with the city Banks re- spectively, the amount ot" the income, and of die notes and bills oilcred for discount, and the overdrafts, or attempts to overdraw, since the last discoiait day — as also, the correspondence of the Bank. All notes or bills olJcred ibr discount shall then be consi- dered by the JJoard, and decided on. The minutes of the preced- ing meeting shall then be read, if any member shall so require, but no deliate shall be admitted, nor question taken, on the busi- ness of such preceding meeting, except as to erroi-s or inaccura- cies in the minutes. Art. 25. The President sliall be the judge of order, and his decision shall be immediately submitted to, unless two members Rules of order, j-cqi lire an appeal to the Board, in which case the Board shall cither sustain or over-rule the decision of the President. If a transgressing member is called to order by the President, ho shall immediately take his seat, and shall not proceed, unless it may be to explain himself, or to apologise, or to appeal to the 1' d nt I^^i'fd- The Pi'csident shall name all committees, unless in spe- appoint com- cial cascs, when the Board shall otherwise dclermine. luittces. AuT. 26. Every member presenting a j)apcr to the Chair shall first state its general purport, and the Board shall decide "' whether or not it shall be received. Every member who shall malve a motion or ofi'er a resolution or speak on any sul)jeci; un- der discussion shall rise and addi-ess the President; but no debate shall be entered into on any motion or resolution until it shall have been seconded and stated or read from the chair. All mo- tions shall, if requested by the President, or by two members, be reduced to writing; and all resolutions and reports from Com- mittees shall be made in writing, if required. No member shall speak more than twice upon any one question, without leave from tlic Board. Art. 27. While a resolution is under consideration no mo- tion shall be made, except to am end, divide, commit, or postpone Previous ques- it. But it shall be in (»rder at any time, on the call of three mem- *"^"- bers, to take the previous question, whicli shall be, "shall the main question be now put?" and if it shall be decided in the af- firmative, the debate shall cease, and the main question be im- Adjournment. "lediately put, and decided. A motion to adjourn shall always be in order, but shall he decided without debate. Art. 28. A member may call for the division of a question, Division of '^^- ^^^'^'"^^''°"' ^^^ere the sense will admit of it, but no amendnient questious. which tends to destroy the general sense of the clause of a resolu- tion shall be admitted. Aet. 29. If business of diflercnt kinds shall be called for at THE BANK OF KENTUCKY. 25 the same time, by different members, the Board will judge and give preference accordingly. Art. 30. After a motion or resolution has been made, se- Motion or res- conded, stated, or read by the President and admitted for conside-^J' withdrawn ration by the Board, it shall not be withdrawn by the mover with- without the out the consent of the Board, and the names of the members who ^onsent of the propose and second a resolution or motion shall be entered on the minutes. The yeas and nays shall be taken on any question if Yeas and nays called for by two members previous to the decision on such ques- to be taken. tion ; but no motion for reconsideration shall be permitted, unless Reconsidera- made and seconded by members who voted with the majority on tion. the original question. Art. 31. All resolutions entered in the minute book without the yeas and nays, being specially voted, shall be considered as passed by the unanimous vote of all the Directors present at said Resolutions meeting; nor shall any member at any future period be permitted dopted. to plead that he did not give his assent to the same. Art. 32. It shall be the duty of any Director, interested in When a any important question before the Board, to withdraw while the Director shall same is under discussion, and until it shall be decided upon. withdraw. Art. 33. No rule of the Board shall at any time be dispensed with, unless in doing it three-fourths of the members concur; and the°Board may no alteration or repeal of any of the preceding by-laws or rules be dispensed shall be made, unless upon a motion made for that purpose, and with, referred to the consideration of a subsequent meeting, and finally adopted by a majority of the whole number of Directors. Art. 34. No vote shall be reconsidered by a less number Reconsidera- than were present when the vote was given. ^'°"- Art. 35. Exchange Committee to consist of the President and Cashier, and any two of the Directors. An appeal may be Exchange com- had from their decision to the Board at their regular meetings; ™''^^'^- Provided, any Director shall at all times be considered a mem- ber of the Exchange Committee. BY-LAWS AND RULES OF THE BRANCHES OF THE BANK OF KENTUCKY. Art. L The Bank shall be open for ordinary business from 10 o'clock in the morning till 2 o'clock in the afternoon, every Bank hours, day in the year, except Sundays, Christmas day, tlie 4th of July, and such other days as may bo ordered by the Board of Direc- tors. Art, 2. The Bank shall take charge, free of expense, of the cash of all such persons as may chooe^c to place it there, (except where the account is ordered to be closed,) and shall keep it, sub- ject to the order of the depositor, payable at sight : and shall also Dcposites. receive .special deposites of ingots of gold, bars of silver, wraught plate, and other valuable articles of suiall bulk, for safe keeping, at the risk of the depositor. Art. 3. All bills and notes offered for discount shall be de- livered into Bank during b.inkinir hniirs,fin the day previous to wiun not^s the di.scount day, and shall be laid beluio the Directors before and hills are, to the regular banking h(jurs on the discount day, together with a d*count! '' ^"' statement of tli(!sifuati()n.niifl funds of the Bank, thct^-cdit books, of notes and billsdiscounfcd, and all such other bwksas the Board may require, when the discount shall be settled, and such as shall be admitted shall pa.ss to the credit of the applicants, as of the same day on which they are discounted, and those notes or bills not di.scountod shall be returned at any time after twelve o'clock on the same day. •as BY-LAWS AND RULES OF THE BRANCHES Akt. 1. 'I'lio rate of discount shall not exceed one half of Iiiterctt. one per contiun for thirty tlays, and the discounts shall, ordina- rily be made upon |)cr.sonal security, with at least two responsi- Knilorscrs. blo names — the firm of a liouse being cunsidcrcd as one name only; but in sjjccial cases they may be made on such other Otber security. g^^^ii,jjj. .^^ ^||j^|[ ^^ accepted and approved as sutlicient by the Board of Directors, or by the Trcsidcnt and such committee as slmll be invested by the Board with the power of making jj^ ^.gjpg^jf discounts. In cases also of mistake or accident, or urgent ne- iirgdicy.Presi- ccssity, whcu the Board or a committee cannot be in session to dent to ait. j^j>(^ ^ „^^j^> „j;iy Ijq lenewed or discounted, according to the soiuid discretion and judgment of the President, and reported at the next meeting of the Board. At the meetings of the Board, no bill or note shall be discounted or renewed it' opposed by one- . fourth of the Diiectors present, and no committee shall be in- vested with the power of making discounts when the appointment shall be oppose 1 by one-fourth of the Directors present. No Officers Tiot^^*^'"^^ money shall be granted on paper where the name of ei- to be drawers thcr tlic Cashicr, Of a Clerk, or a Porter in the Bank shall appear or endorsers, ^g drawer Or endorser. Art. 5. Every discounted note or bill that shall remain unpaid on shutting of the Bank on the last day of grace, (or if bills, if unpaid, the last day of grace should be on Sunday, or on a day when when and how tlic Bank shall not be open for ordinary business, then on the protested. sccond day of grace,) shall forthwith be delivered to the Notary for protest, whose duty it shall be to give proper notice thereof forthwith to the endorser or endorsers, and to protest the said note or bill, and to make a record or memorandum of the time, manner or circumstances of doing the same, and make report to the President or Cashier, who shall cause the same to be noted in a book to be kept in the Banlc for that purpose ; and while such note or bill remains unpaid, no discount or accommodation shall be granted to any drawer, endorser, or acceptor of the Proceedings same. Bills and notes deposited for collection, at any time be- on bills and fore the commencement of the davs of grace, shall be proceed- ""Ir tioii ®*^ ^^'^^ ^^ '^'"^ ^^^ notes discounted, unless the person deposit- Proviso '"S *'^*^ same shall otherwise direct in writing: Provided, That in case of non-payment and protest the person lodging the same shall pay the charges of protest. Bills and notes may be re- ceived for collection after the commencement of the days of gi-acc, in cases where the President or Cashier shall so direct: Bank^^will" no! '^"^ '" ^^^^ ^^^^^ ^^^ ^^"'^ ^^'^^ "'^^ e'^^ notice, make demand, prote-t. or be bound to cause protest to be made, but the bill or note, or the money received for it, as the case may be, shall remain sub- ject to the order of the depositor, in the same manner as other deposites. Bills and notes to be sent to other Banks for collec- lliA. tion, shall be at the risk of the depositor, who shall be subject to all charges and expenses respecting the same. Art. 6. On every discount day the name of every person OF THE BANK OF KENTUCKY. 29 who shall have overdrawn, or attempted to overdraw, on the Bank, since the last discount dny, shall be reported to the Board ; Overdrawers and no person, while he remains an overdrawer, shall have any ° ^ '^^^^°^ bill or note discounted; and in no instance will the Bank give a Overdrawers release or discharge to any debtor, where the debt arises troni to have, no dis- overdratt; and any clerk who shall knowingly suffer an over-'^°""'5- draft to be made on the Bink, or who, after having discovered ^^o wn *° o ve'^r^- an overdraft to have been made, and shall not immediately com- (jraus. municate the same to the President and Cashier, shall be dis- missed from the service of the Bank; and all deficiencies in the Deficiencies in cash of the Bank shall be chargeable to the person with whom they ^^^ " occur. Art. 7. Every person who opens an account and transacts business with the Bank, shall subscribe his name in a book to be ^^qJ. ^f ^jg. called the Book of Signatures, to be kept in the Bank for that natures. purpose; and the President or Cashier may also require, at his discretion, from any house or firm doing business with the Bank, and consisting of more than one person, a declaration of the names and surnames, and places of residence, of the persons who compose such firm; and that each person belonging to such firm, signatures shall subscribe in the book of signatures, and insert therein the of members of names of his partner or partners. And the President and Cash- fi''"is- ier shall be authorized to close such accounts as they may deem How accounts necessary for the safety and convenience of the Bank, and ' • shall report their proceedings and reasons therefor to the board at the ne.xt meeting, which shall be subject to the decision of the board. Art. 8. The Bank shall receive all specie coin according to . . the rates and value established by Congress; and no gold, silver, Qj^]y to be re- or copper coin, other than such as is, or shall be, authorized by ceived. the laws of the United States, shall be receivable as money at the Bank. And all payments made at the Bank shall be exam- ined at the time, and if any error be then found, it shall be im- mediately corrected; but no error suggested afterwards shall be admitted, unless such error shall be apparent from the cash set- tlement of the day. Art. 9. The Ixxjks and accounts of the Bank shall be kept in dollars and cents, and shall be regularly balanced on the first Books, when Monday in July^and January. The accounts of the Bank with to be balanced. other institutions shall bo adjusted, and balances confirincd, as Accounts witli often as onc« in every three months; and each book-keeper shall J^,VyaiaJ,".'c(7 '" constantly keep every account in his leger, .so pencilled up as to exhibit the balance of each at the first inspection. Art. 10. The President and Directors shall cause the Cash- ier to make quarterly, on the first day of January, April, July, Quarterly lists and Orfober, a compIft(! memorandum, in alphabctifal order, ofofdebtsdue r.-- all the debts due the Branch, setting out the amount due bv each fi""' ''"'"<-■•'*''• individual, with the names of the endorsers, and a note of the other security, the date of the notes or bills, and when payable; 30 BY-LAWS AND RULES OF THE BRANCHES one copy ofwliicli shall he retained at the brancli, another copy shall be transinitteil to the principal Bank; and these memoran- dnnis shall, at all times, be open to the examination of the Pre- sident and Directors of the principal Batdc and branches. It shall be the duty of the President and Directors, as often as Monthly cxnni- onco in cvery month, to cause a strict examination to be Illation o( no- u^jjjp ^j- (j^p accounts of the Cashier, and a full and complete count of Cnsli- , , i , i fi • , ^ , ' , „ rs. Statement to be made and entered on the journal of the proceed- ings of the board. Akt. 11. Without the special authority of the board, no Di- rector except the President, shall be permitted to inspect the run- President only ning or casli account of any jierson with the Bank; and no Di- n'ing or'cash ac- rector is permitted to divulge any of the confidential measures of counts. the Bank, provided they are not in opposition to the charter; and Proceedings jig dj^j interest of the Bank requires the free and unreserved in- terchange of opinion of the Diiectors, more particularly in the operation of discounts, no member is permitted to reveal the opi- nion or vote given on any matters relating thereto. Art. 12. In every election to an office (except that of Presi- Election of dent) by the board, there shall be a nomination of the candi- be'condu'lltlV ^^^^ ^^ ^ previous meeting; and a majority of the votes of all the Directors present shall be necessary to render an election valid. In elections the ballots shall be first taken for all the candidates, and if upon examination, no one shall have a majority of the votes of all die Directors present, then the three candidates having the highest number shall be voted for again, and in case no one shall then appear to be duly elected, the ballots shall be taken on the two highest. Art. 13. Before entering u])on the duties of office, the Offir 0-- - Cashier and each Clerk in the Bank, shall give bond with two bonds. " or more sureties, to be approved by the Board of Directors, for his good behaviour and the laithful discharge of his duties, and trust reposed in him, in the following sums, that is to say: The Cashier in the sum of twenty -five thousand dollars; each of the Clerks in the sum of five thousand dollars. The President, Di- rectors, Cashier, and other officers of the Bank, previous to en- tering on the discharge of their duties, shall take an oath before some justice of the peace of this State, faithfully, honestly and Form of oaiti (q jj^g ijgg|- q( ^j^gj,. gj^jjj ^j^^j judgment, to discharge all the du- ties of their respective offices and stations under the charter of this Bank, or which may be required of them by the by- laws, rules and regulations of the corporation; and that they will not, during their continuance in office, sanction or permit any of the provisions of said charter to be violated; and should any such violation take place, without their concurrence, that they will immediately communicate the same to the Attorney General of this Commonwealth. Art. 14. The President shall retain and exercise all the rights and privileges which belong to any Director. He shall OF THE BANK OF KENTUCKY. 31 be, ex officio, a member of every committee, except in special cases, where it shall be ordered otherwise by the Board. He Powers and shall preside and keep order at all meetings of the Board. It p"esklent. shall also be his A\xty to exercise a supervision over all the con- cerns of the Branch — to superintend the ofliciaJ conduct and du- ties of all persons employed in it — and to call special meetings of the Directors whenever, in his opinion, such meetings may be required by the interest of the Bank; and it shall be his duty to call a meeting when requested by two members to do so. Art. 15. It shall be the duty of the Cashier to superin- tend the opening and keeping of the legers, and all the other books Duties of \ht used in the Bank, and carefully to observe the conduct of all ^*' '*'''■ officers employed under him, and to report to the President or to the Board, such instances of neglect, absence, incapacity or bad conduct, as shall come to his knowledge, in any of them — daily to examine the settlement of the cash account of the Bank — to take charge of the cash, and whenever the actual amount disa- grees with the balance of the cash account, report the same to the ^ President and Directors without delay — to attend all meetings of the Board, keep a fair and regular record of its proceedings — give such information to the Board as may be required — consult with committees, when requested, on subjects referred by the Board; and also, to pei'form such other services as may be re- quired of him by the Board or the President. Art. 10. All officers or persons chosen or appointed by the Board of Directoi-s, shall hold their offices and employments How officers during the pleasure of the Board; their salaries shall be fixed by »»•« appointed; resolution of the Board. The Cashier shall lay before every sala"rics'; Us^of Board of Directors, on their entering into office, a list of the orticers to be officers and persons employed in the Bank, with their salaries, .'»»^« ^y ^^'^^' tlie names of their securities, and the amount for which theyarc bound; and it shall be the duty of the Board of Directors to take order on said list of officers, as to their fitness and other quali- ties, and the sufficiency of their securities. Art. 17. Every Clerk or person in the emjiloy of the Bank shall give his attendance and labor in the Bank as long as his j^tte„,ia„ce of .service may be required by his regular business, or by the Cash- officers, icr, the President, or the Board; and all cases of neglect or re- fusal shall be reported to the Board. Any application for leave i^^&^f. of ab- of absence, by a Clerk or person in the employ of the Bankjsence. shall be made to the President and Cashier, who shall grant or refuse the namo as they may deem expedient. And neither the Cashier, nor a Clerk, nor a Porter, shall carry on any other bu- siness than that of the Bank, nor engage in any employment ^^J|j^^""^"^^^^ which can withdraw his attention from his duties in the Biiid<; business, and no Clerk or Porter shall have an account in the Bank, but may receive liis salary from the Cashier at the end of each montii. 32 J{V-1.A\VS AND RULES OF TllE BRANCHES Deliberate Proceedings of the Hoard of Directors. Art. 18. Tlie Directors shall assemble at the Bank pn every Mtoiiiigs oiilisi'ount (lay, tor the purpose of discount, and doing any other the Board. business, unless those days or either olthcni shall fall on any of Exception. ^^'^' '^'^^'' e.xcepted in the lirst arlicle. Akt. 19. When the President takes the chair, the members shall take their scats, and ^hall first state its general purport, and the Board shall decide whether or not it shall be received. Every member who shall make a motion or offer a resolution or speak on any subject un- der discussion shall rise and address the President; but no debate shall be entered into on any motion or resolution until it shall have been seconded and stated or read from the chair. All mo- tions shall, if requested by the President, or by two members, be reduced to writing; and all resolutions and reports from Com- mittees shall be made in writing, if required. No member shall speak more than twice upon any one question, without leave from the Board. Art. 22. While a resolution is under consideration no mo- tion shall be made, except to amend, divide, commit, or postpone tiom'""* '^"^^ ^^- -^^^ '' ^hall be in order at any time, on the call of three mem- bers, to take the previous question, which shall be, "shall the main question be now put?" and if it shall be decided in the af- firmative, the debate shall cease, and the main question be im- Adjournment. mediately put, and decided. A motion to adjourn shall always be in order, but shall be decided without debate. DivisioD of Art. 23. A member may call for the division of a question, questions. or resolution, where the sense will admit of it, but no amendment OF THE BANK OF KENTUCKY. 33 which tends to desti'oy the general sense of the clause of a resolu- tion shall be admitted. Art. 24. If business of different kinds shall be called for at the same time, by different members, the Board will judge and give preference accordingly. Art. 25. After a motion or resolution has been made, se- Motion or res- conded, stated, or read by the President and admitted for conside- ^^ withdrawn ration by the Board, it shall not be withdrawn by the mover with- witliout the out the consent of the Board, and the names of the members who consent of the propose and second a resolution or motion shall be entered on the minutes. The yeas and nays shall be taken on any question if Yeas and nays called for by two members previous to the decision on such ques- to be taken, tion ; but no motion for reconsideration shall be permitted, unless Rgconsidera- raade and seconded by members who voted with the majority on tion. the original question. Art. 2G. All resolutions entered in the minute book without the veas and nays, being specially voted, shall be considered as passed by tlie unanimous vute of all the Directore present at said Resolutions ' • 1 II 1 . r ■ J 1 vx 1 unanimously a- raeeting; nor shall any member at any luturc period be permitted doi)ted. to plead that he did not gi\e his assent to the same. Art. 27, It shall be the duty of any Director, interested in When a any important question before the Board, to withdraw while the Director shall same is under discussion, and until it shall be decided upon. wiUuraw. Art. 28. No rule of the Board shall at any time be dispensed with, unless in doing it three-fourths of the members concur; and the°Board mav no alteration or repeal of any of the preceding by-laws or rules be dispense'd shall be made, unless upon a mction made for that purpose, and ^^'th. referred to the consideration of a subsequent meeting, and finally adopted by a majority of the whole number of Directors. Art. 29. No vote shall be reconsidered by a less number Reconsidera- than were present when the vote was given. *'°"- Art. 30. Exchange Committee to consist of the President and Cashier, and any two of the Directors. An appeal may be Exchange corn- had from their decision to the Board at their regular meelinws: ""'^tfi^- Provided, any Director shall at all times be considered a mem- ber of tlu; E.vchangc Committee. UNIVERSITY OF CALIFORNIA LIBRARY Los Angele ■ •>k is DUE on tb T1[F> LIBRA&Y UNIVEP -r/ C,-^ (SMlLIFGRNIA /c C5 ^ ^ •^^ o 50 ^lOSANCEl£r^ ^;,OFCAIIFO/?^ vr i? AWEUNIVERS/a vvlOSANCElfXy. ^(JAavaaii-^- ^^Aavaaiii^ -^HIBRARYQr ^^ILIBRARYQr - <: ^-2^1 I vj>clOSANCElfj> ^ ;-j > <_3 AA 000 558 523 i \>; ?^R3ii^.