PUBLISHED WEDNESDAYS AND SATURDAYS liY JOHN FENNO, No. 69, HIGH-STREET, BETWEEN SECOND AND THIRD STREETS, PHILADELPHIA"
[No. 88, of Vol. ll.]
CONGRESS OF THE UNITED STATES r
AT THE THIRD SESSION,
Begun and held at the City of Philadelphia, on Monday the fixtb
of December, one thousand seven hundred atod ninety.
An ACT to incorporate the Subscribers to the
BANK of the UNITED STATES.
WHEREAS it :s conceived that the establishment of a bank
for the United States, upon a foundation fufficicntlv exten
sive to answer the purposes intended thereby? and at the fame time
npnn the principles which afford adequate security for an upright
and prudent administration thereof, will be very conducive to the
fucccfslul conducing of the national finances—wiJlien-d
»acilitv to the obtaining of loans,' for the use of the government,
,n sudden emergencies—and will be produ&ive of confidcrable
advantages to trade and industry in general—Therefore,
I. Be it enabled by the Senate and House of Reprejentatives of the
United States of America, in (ongrefs ajjembled, That a bank of the
United Slates shall be eftablilhcd; the capital stock whereof shall
not exceed ten millions of dollars, divided into twenty-five thou
sand shares, each share being four hundred dollars; and that sub
scriptions, towards constituting the laid stock, shall, on the firft
Monday of April next, be opened at the city of Philadelphia, un
der the fuperintendance of such not less than three, as
shall be appointed for that purpofc by the President of the United
States (who is hereby empowered to appoint the said persons ac
cordingly) which fubfenptions shall continue open until the whole
of the said stock shall have been fubferibed.
11. And be it farther enacted, That it shall be lawful for any per
son, co-pannei ihip. or body politic, to fubferibe tor luch or so
many shares, as he, she or they shall think fit, not exceeding one
as shall be hereafter directed relatively to the
United States; and that the sums refpe&ively fubfciibcd, except
on behalf of the United States, ihall be payable one fourth in gold
and silver, and three fourths in that part ot the public debt which,
according to the loan proposed in the lourth aad fifteenth feCfions
ot the a&, entitled, " An A£t making provWion for the debt of
the United States," shall bear an accruing interest, at the lime ot
payment, of fix per centum per annum, and shall also be payable
in four equal parts, in the aforefaid ratio of specie to debt, at the
distance of fix calendar months from each other ; the firft whereof
shall be paid at the time of fubfeription.
111. Ar.d be it further cnafled, That all those who fhal] become
fubferibers to the (aid bank, their fuccefTors and afligns, fha.l be,
and are hereby created and made a corporation and body politic,
by the name and style of The President, Directors and Company, of
the Bank of the United States ; and shall to continue until the 4th day
of March, one thousand eight hundred and eleven : And by that
name, (hall be, and are hereby made able and capable in law, to
have, purchafe,receive, possess, enjoy, and retain to them and t teir
.urceflors, lands, rents, tenements, hereditaments, goods, chatiels,
and eifc6ls 01 what kind, nature or quality soever, to an amount,
not exceeding in the whole fifteen millions of dollars, including
the amount of the capital ifock aforefaid ; and the fame to fell,
grant, demise, alien or dispose of; to sue and be sued, plead and
be impleaded, answer and be anfweted, defend and be defended,
in courrs of record, or any other place whatsoever : And also to
make, havt, and use a common seal, and the fame to break, alter
and renew, at their pleasure; and also to ordain, cllablifh, and put
m execution, such bye-laws, ordinances and regulations, as (hall
seem necessary and convenient tor the government of the said cor
poration, not being contrary to law, or to the constitution thereof
(for which purpose, general meetings of the stockholders shall and
may be called by the dir 6tors, and in the manner hereinafter Ipe
cificd) and generally to do and execute all and lingular ails, mat
ters and things, which to them it shall or may appertain to do;
lubjeft nevertheless to the rules, regulations, riftrittions, limita
tions, and provisions, herein after prefcribcci and declared.
IV. And he it further enafled, That, tor the well ordering of the
affairs of the said corporation,there shall be twenty-five directors :
of whom there shall be an election, on the firft Monday of Janu
ary m each year, by the itockholders or proprietors of the capital
flock of the said corporation, and by plurality of the votes a&ually
given; ai*i those, who shall be duly chosen at any ele£lion, fhail
be capable of serving as directors, by virtue of luch choice, until
the end or expiration of the Monday of January next ensuing the
'ime of such ele&ion, and no longer. And the said directors, at
their firft meeting after each elettion, ihall choole one of their
number as prelident.
V. Provided always, and be it further evaded, That, as fjon as the
sum of four hundred thouland dollars, in gold and silver, (hall have
been actually received on account of the fubferiptions to the said
flock, notice thcrcsf shall be given, by the persons under whose
-upenntendance the fame shall have been made, in at least two
public gazettes printed in the city of Philadelphia; and the said
pcifons shall, at the fame time in like manner, notify a time and
place within the said city, at the distance of ninety days Irom the
nine of such notification, for proceeding to the de&ion of direc
tors; and it shall be lawful for such election to be then and there
made; and the pci sons, who shall then and there be chosen, shall
be the firft dire&ors, and shall be capable of serving, by viitue of
such choice, until the rod or expiration of the Monday in January
next ensuing the time of making the fame, and (hall forthwith
thereafter commence the operations of the said bank, at the said
city of Philadelphia. And provided further, That, in cafe it
should at any time happen, that an ele&ion of direttorsfho«ld not
be made upon any day when puHuant to this act it ought to have
been made, the said corporation shall not for that cause, be deem
ed to bv difiolved ; but it shall be lawlul, on any oiher day, to
bold and make an ele&ion of dir<£lors, in such manner as shall
have been regulated by the laws and ordinances of the said corpo
ration. And provided lastly, That, in cafe of the death, resigna
tion. absence from the Umttd States, or removal of a dneftor by
the iiockholders, his place may be filled up, by a new choice, for
the lemainder of the year.
VI. And be it further entitled, That the direOors for the time be
-1 og, ihall have power to appoint such officers, clerks, and servants
Wednesday, March 2, 1791.
under them, as (hall for executing thebufinefs of the
fud corporation, and to allow them luch compensation, lor their
(Wvices rtfpcAively, as shall be reasonable; and (hall be capable
of exevcifing Inch other powers and authorities, for the well go
verning and ordering of the affairs of the said corporation, as shall
be described, fixed, and determined by the laws, regulations and
ordinances of the fame.
If. And be it further wafted, That the following rules, reftric
ii oils, limitations and provisions, Ihall form and be fundamental
articles of the of the said corporation, vi 7.
1. 1 he number of votes, to which each ilock holder. (hall be en
titled, (hall be according to the number of (hares he (hall hold, in
the proportions following: That is to fay, for one (hare, and not
more than two (harts, one voie : For every two lharcs above two,
and not exceed ins; ten, one vote: For every four fhaies above ten,
and not exceeding thirty, one vote: lor «°very fix (hares above
thirty, and not exceeding sixty, one vote: For every eight (hares
above sixty, and not exceeding one hundred, one vote: And for
eveiy ten ihares above one hundred, one vote: —But no person,
co-partnership, or body politic, shall be entitled to a greater num
be« than thirty votes. And after the firft election, no (hare or
hares shall confer a right of fuflrage, which (hall not have been
en [ hree calendar months previous to the day of eleffcion.
Stockholders a&ually resident within-the United States, and none
other, may in elections bypjox^.
2. \<>r inort than three-fourths ot the dire&ors in office, exclu
ive of the President, shall be eligible for the next succeeding year :
Hut the dire&or, who (hall be president at the time of an eledion,
may always be re-ele£ted.
3. None but a stockholder, being a citizen of the United States,
shall he eligible as a dire&or.
4. Nodire&or shall he entitled to any emolument, unless the
fame shall have been allowed by the flockholders at a general meet
ing. The stockholders (hall make such compensation to the pre-,
lidtnt, for his extraordinary attendance at the bank, as shall appear
to them reasonable.
5. Not less than seven directors shall constitute a board for the
traufa&ion of business, of whom, the president shall always he one,
except in cafe of sickness, or neceflarv absence; in which cafe, his
place may be iupplied by any other dire&or, whom he, by writ
ing under his hand, shall nominate for the purpose.
6. Any number of stockholders, not less than ftxty, who toge
ther shall be proprietors of two hundred shares or upwards, shall
have power at any time to call a general meeting of the stockhold
ers, for purpofea relative to the institution, giving at ieaft ten weeks
notice, in two public gazettes of the place where the bank is kept,
and fpecifying, in such notice, the objett or objetls of Juch
meeting.
7. Every cashier or treasurer, before he enters upon the duties
or his office, shall be required to give bond, with two or more
sureties, to the fatisfa&ion of the diresors, in a sum not less than
fifty thousand dollars, with condition '»•!' his good behaviour.
o. 1 he lands, tenements, and hereditaments, which it shall be
lawful for the said corporation to boJJ. shall be only such as shall
be requisite for its immediate accommodation in 1 elation to the
convenient tranfa&ing of its business, and such as shall have been
bona fide moitgaged to it by way of security, or conv yed to it. in
fjtisfatbon of debts previously contra&ed in the courfeof itsdeal
tngs, or purchased at sales upon judgments which shall have been
obtained for such debts.
9. The total amount of the debts which the said corporation
shall at any time owe, whether by bond, bill, note, or other con
trail:. shall not exceed the sum of Ten Millions of Dollars, over
and above the monies then actually deposited in the bank for fafe
keeping, unJefs thecontracting of any greater debt shall have been
pievioufly authorized by a law of the United States. In cafe of ex
cess, the directors, under whose admioiftration it shall happen,
shall be liable for the lame, in their natural and private capaci
ties: and an a&ion of debt may in fueh cafe be bronght Sgainft
them, or any of them, their or any of their heirs, executors or ad
ministrators, in any court of record of the United States, or of ei
ther of them, by any creditor or creditors of the said corporation,
and may be prosecuted to judgment and execution; any condi
tion, covenant, or agreement to the contrary notwithstanding. But
this (hall not be construed to exempt the said corporation, or the
lands, tenements, goods or chattels of the fame, from being also
liable for and chargeable with the said excess. Such of the said
directors, who may have been absent when the said excess was
contra&ed or created, or who may have diircnted from the refo
lutrou or "ait whereby the fame was so contracted or created, may
refpeditively exonerate themfeJves from being so liable, by forth
with giving notice of the fa£t, and of their absence or dissent, to
the President of the United States, and to the flockholders, at a ge
neral meeting, which thev shall have power to call tor that pur
pofc.
10 The said corporation may fell any part of the public debt
whereof its stock shall be composed, but shall not be at liberty to
purchase any public debt whatsoever; nor shall dirc6tly or indi
rectly deal or trade in any thing, except bills of exchange, gold or
silver bullion, or in the faleof goods really and truly pledged for
money lent and not redeemed in due lime; or of goods which
shall be the produce of its lands. Neither fball the said corpora
tion t3ke more than at the rate ot fix per centum per annum, for
or upon its loans or discounts.
11. No loan shall be made by the said corporation, for the use
or on account of the government of the United States,to an amount
exceeding one hundred thousand dollars, or of any particular
State, to an amount exceeding fifty thouland dollars, or of any
foreign prince or State, unlcfs previously authorized by a law of
the United States.
12. The flock of the said corporation (hall be aflignable and
transferable, according to such rules as shall be instituted in thai
behalf, by the laws and ordinances of the fame.
13. The bills obligatoiy and of credit, under the seal of the said
corporation, which (hall be made to any person or persons, shall
be aflignable by indorsement thereupon, under the hand or hands
of such person or pei sons, and ot his, her, or their aflignee or aili*-
nees, and fi> as absolutely to transfer and vest the property thereof
in each and every zflignee or aflignees fucceflively, and to enable
such aflignee or aflignees tc. bring and maintain an adhon thereup
on in his, her, 01 their own name or names. And bills or notes,
which maybe ilTucd by order of the said corporation, signed by
the Prefidcnt, and counteifigned by the principal cashier or trea
surer, promising the payment of money to any person or persons,
his, her or their oider, or to bearer, though not under the seal of
the said coiporation, shall be binding and obligatory upon the fame
in the like manner, and with the like force andeffeft, asupon anv
private person or persons, if ilfucd by him or them, in his her, or
their private or natural capacity or capacities; and ihall he assign
able and negociablr, in like manner, as if they were so lfTued by
765
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[Whole No. 192.]
furh private person or persons,—'That is so fay, ihofe, which fhsll
be payable to any person or jferfom, his, her, or their order, (hall
be afiignable by indorsement, in like manner, and with the like e!-
feft, as ioreign bills of exchange now are; and those. wtveh are
payable to bearer, (hall bcnegociable and aflignable by deliver*
only. }
14. Half yearly dividends fhair*be made of so much of the pro"
fits of the bank, as shall appear to the dire&ors advisable ; and
once in every three years, the directors shall lay before the stock-
s > at a general meeting, for their information, an exact and
particular statement of the debts, which (hall have remained un-
P a, < a ' ter expiration of the original credit, for a period of
tie e the term of that credit ; and of the surplus of profit, if any,
after deduftmg losses and dividends. If there (hall be a failure
in t c payment of any part of any lum, fubferibed bv any person,
co-partnerfnip, or body politic, the party failing (hall lose the be
nt to any dividend, which may have accrued, prior to the time
for making such payment, and'during the delay of the fame.
15. It fhal Ibe lawful for the direttors aforefaid,to eftabliffy of
ces whcrefoever they shall think fir, within the United States, for
tnepurpousot discount and denofit only, and upon the fame
terms arid in the fame manner, as (hall he praftifed at the bank ;
a " to lrn j. t management of the said offices, and the making
of the fata discount?, to luch persons, and under such agreements,
and fubjett to luch regulations as thev shall deem proper; not
being contiary to law, or to the ronftitution of the bank.
The officer, at the head of the treasury department of the*
United States, shall be furnifhed, from time to time, as often as he
may require, not exceeding once a week, with ftatemenrs of the a
mount of the capital flock of the said corporation; and of the debts
due to the lame ; of the monies deposited therein ; of the notes in
circulation, and of the cash in hand ; and shall have a right to in
fpeft such general accounts in the books of the bank, as shall relate
to the said statements : Provided that this shall not be construed
to imply a right of infpe&ing the account of any private individu
al or individuals with the bank.
VIII. And be it further enabled, That, if the said corporation
or any person or persons, for or to the use of the fame, lhali deal
or trade in buying or felling any goods, wares, merchandize, or
commodities whatsoever, contrary to the provisions of this ast, all
and every person and persons, by whom any order or d ireaion for
so dealing or trading shall have been given,' and all and every per
son and per'ons who shall have been concerned as parties or agents
therein, shall forfeit and lose trebJe the value of the goods, wares,
merchandizes and commodities, in which such dealing and trade
shall have been ; one half thereof to the use of the informer,and the
other half thereof to the use of the United States, tO be ricvrnvvl
with costs of suit.
IX. And be it further ena&ed, That, if the said corporation
shall advance or lend any sum, for the use or'on account of the go
vernment of the United States, to an amount txceeding one hun
dred thousand dollars ; or of any particular state toan amount ex
ceeding fifiv thouland dollars ; or of any foreign prince or state,
(unless previously authoi ized thereto by a law of the United States)
all and every person and persons, by and with whose order, agree
ment, content, approbation or connivance, such unlawful advance
or loan, shall forfeit and pay, for every such offence, treble the va
lue or amount ofthe sum orfums, which shall have been so unlaw
fully advanced or lent ; one fifth thereof to the use of the inform
er, and the residue thereof to the ule of the United States, to be
disposed of by law and not otherwise.
X. And be it further fnafted, That the bills or notes of the said
Corporation, originally made payable, or which shall have become
pnyable on demand, in gold and silver coin, ftiall be receivable in
all payments to the United States.
XI. And be it further enacted, That it shall be lawful for the
President of the United States, at anytime or times, within eigh
teen months after the firft day of April next, tocaule a fubferipti
on to be made to the stock of the said corporation, as part of the
aforcfaid capital stock of ten millions of dollars, on behalf of the
United States, to an amount notexceedinsj two millions of dollars
to be paid out of the monies which (hall be borrowed by virtue
of either of the a£ts, the one intitled, " an ast making provinon for
the debt of the United States ;" and the other entitled, "An ast
making provision for the redu&ion of the public debt borrow
ing of the bank an equal sum, to be applied to the purposes, for
which the said monies shall have been procured ; reimbursable in
ten years, by equal annual instalments ; or at any time sooner, 01
in any greater proportions, that the government may think fit.
XII. And be it further enacted, That no other Bank.(hall brf
established by any future Law of the United States, during the
continuance of the Corporation hereby created ; for which the
faith of the United States is hereby pledged.
FREDERICK AUGUSTUS MUHLENBERG,
Speaker of the House of Representatives,
JOHN ADAMS, Vice-Preftdent of the United States,
and President of the Senate.
Approved, February twenty-fifth 1791.
GEORGE WASHINGTON, Prefdent oftheUnited States.
(True copy.)
THOMAS JEFFERSON, Secretary of State.
AN ACT regulating the number of Represen
tatives to be chosen by the States of Kentucky
and Vermont,
BE it enatted by the Senate and House of Representatives of
the United States of America in Congress afTcmbled, That, un
til the Representatives in Congress shall be apportioned according
to an a&ual enumeration of the inhabitants of the United States,
the Slates of Kentucky and Vermont shall each be entitled to
choose two Representatives.
FREDERICK AUGUSTUS MUHLENBERG,
Speaker oj th< House ojßeprefentatives.
JOHN ADAMS, Vice-President ofthe United State/,
and Prejidentof the Senate.
Approved, February twenty-fifth, 1791.
GEORGE WASHINGTON, Prejident the United Stater.
;TR irr. Copy)
THOMAS JEFFERSON', Secretary of Sttte.