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FIRST CONGRESS. S ess. III. C h. 7, 8, 9, 10. 1791. 191 S t a t u t e III. Chap. VII.— An Act fo r the admission o f the State o f Vermont into this Union, F e b .18,1791. T h e state o f Vermont having petitioned the Congress to be admitted State o f V e r a member o f the United States, B e it enacted by the Senate and House mont to be ad o f Representatives o f the United States o f America in Congress assem bled, and it is hereby enacted and declared, That on the fourth day o f mitted into the Union, 4th March, 1791. March, one thousand seven hundred and ninety-one, the said state, by the name and style o f “ The State o f Vermont,” shall be received and admitted into this Union, as a new and entire member o f the United States o f America. A p p r o v e d , February 18, 1791. S t a t u t e III. C h a p . VIII.—An Act to continue in force, fo r a limited time, an act passed at the first Session of Congress, intituled, “ An act to regulate processes in the Courts of t/ce United States.” (« ) S e it enacted by the Senate and House o f Representatives o f the United States o f America in Congress assembled, That an act passed on the twenty-ninth day o f September, in the year one thousand seven hun dred and eighty-nine, intituled, “ A n act to regulate processes in the courts o f the United States,” shall be, and the same hereby is continued in force, until the end o f the next session o f Congress, and no longer. A p p r o v e d , February 18, 1791. Feb. 18,1791. [Repealed.] 2793, ch. 36. Former act declared to be in force till the end o f next fees, eion o f Con. gress. 1789, ch. 21. St a t u t e I I I . C h a p . IX .—An Act regulating the number of Representatives to be chosen by the States of Kentucky and Vermont. B e it enacted by the Senate and House o f Representatives o f the United States o f America in Congress assembled, That until the Representa tives in Congress shall be apportioned according to an actual enumera tion o f the inhabitants o f the United States, the states o f Kentucky and Vermont shall each be entitled to choose two Representatives. A p p r o v e d , February 2 5 , 1 7 9 1 . Feb. 25, 1793. [Obsolete.] Kentucky and Vermont enti tled to two re presentatives. Act o f April 14, 1792, ch. 23. St a t u t e C h ap. X.—An A d to incorporate the subscribers to the Bank if the United III. Feb. 25,1791. States.(6) W h e r e a s it is conceived that the establishment o f a bank for the United States, upon a foundation sufficiently extensive to answer the purposes intended thereby, and at the same time upon the principles which afford adequate security for an upright and prudent administra tion thereof, will be very conducive to the successful conducting o f the national finances; will tend to give facility to the obtaining o f loans, for the use o f the government, in sudden emergencies; and will be pro ductive o f considerable advantages to trade and industry in general: Therefore, S e c t io n 1 . B e it enacted by the Senate and House o f Representatives o f the United States o f America in Congress assembled, That a bank o f the United States shall be established; the capital stock whereof shall not exceed ten millions o f dollars, divided into twenty-five thousand shares, each share being four hundred dollars; and that subscriptions, [Expired.] Preamble. Establishment o f a Bank o f the U. States, and amount and di* vision o f its stock, and time o f subscribing. (a) Act o f September 29, 1789 \ act o f May 8, 1792, chap. 36, sec. 8. (d) Tbe acts relating to a Bank o f the United States in addition to this act, have been *. Act o f March 2 , 1791, chap. 11; act o f June 27, 1798; act o f March 23, 1804. . . » « _ * • Authorizing the establishing o f offices o f discount and deposit in any o f the territories o f the United States: Act o f March 23, 1804. See acts, 1812, chap. 43 ; act o f April 10, 1816 ; a c t o f March 3, 1817; act o f March 3, 1819 j act o f April 11, 1836; act o f April 20, 1836; a c t o f June 15, 1836; a c t o f June 23, 1836; resolution March 3, 1837. 192 Act o f March 2,1791, ch. 11. By whom to be subscribed. Proportions o f gold and silver and the public debt to be sub scribed, and when to be paid. Subscribers to be a body p o litic. By what name and how long to continue. Powers. Limitation o f stock. To have a seal, and establish by-laws. Number, and time of electing directors. FIRST CONGRESS. S e ss . III. C h. 10. 1791. towards constituting the said stock, shall, on the first Monday of April next, be opened at the city o f Philadelphia, under the superintendence o f such persons, not less than three, as shall be appointed for that purpose by the President o f the United States (who is hereby empowered to appoint the said persons accordingly); which subscriptions shall continue open, until the whole o f the said stock shall have been sub scribed, (a) S e c . 2. And be it further enacted, That it shall be lawful for any person, co-partnership, or body politic, to subscribe for such or so many shares, as he, she, or they shall think fit, not exceeding one thousand, except as shall be hereafter directed relatively to the United States; and that the sums, respectively subscribed, except on behalf o f the United States, shall be payable one fourth in gold and silver, and three fourths in that part o f the public debt, which, according to the loan proposed in the fourth and fifteenth sections o f the act, entitled “ An act making provision for the debt o f the United States,” shall bear an accruing in terest, at the time o f payment, o f six per centum per annum, and shall also be payable in four equal parts, in the aforesaid ratio o f specie to debt, at the distance o f six calendar months from each other; the first whereof shall be paid at the time o f subscription. S e c . 3. And be it further enacted, That all those, who shall become subscribers to the said bank, their successors and assigns, shall be, and are hereby created and made a corporation and body politic, by the name and style o f The President, Directors and Company, o f the Bank o f the United States; and shall so continue, until the fourth day of March, one thousand eight hundred and eleven: And by that name, shall be, and are hereby made able and capable in law, to have, pur chase, receive, possess, enjoy, and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels and effects o f what kind, nature or quality soever, to an amount, not exceeding in the whole fifteen millions o f dollars, including the amount o f the capital stock aforesaid; and the same to sell, grant, demise, aliene or dispose of; to sue and be sued, plead and be impleaded, answer and be answered, de fend and be defended, in courts o f record, or any other place whatso ever : And also to make, have, and use a common seal, and the same to break, alter and renew, at their pleasure; and also to ordain, establish, and put in execution, such by-laws, ordinances and regulations, as shall seem necessary and convenient for the government o f the said corpora tion, not being contrary to law, or to the constitution thereof (for which purpose, genera] meetings o f the stockholders shall and may be called by the directors, and in the manner herein after specified), and generally to do and execute all and singular acts, matters and things, which to them it shall or may appertain to d o ; subject nevertheless to the rules, regu lations, restrictions, limitations and provisions herein after prescribed and declared.' S e c . 4. And be it further cnactcd, That, for the well ordering o f the affairs o f the said corporation, there shall be twenty-five directors; o f whom there shall be an election on the first Monday o f January in each year, by the stockholders or proprietors o f the capital stock of the said corporation, and by plurality o f the votes actually given; and those who shall be duly chosen at any election, shall be capable o f serving as directors, by virtue o f such choice, until the end or expiration o f the (a) Congress has power to incorporate a bank ; and the act o f April 10, 1816, to incorporate the sub scribers to the Bank o f the United States, is a law made in pursuance o f the constitution. M'Culloch v. The State o f Maryland, 4 Wheat. 316; 4 Cond. Rep. 466The Bank o f the United States has constitutionally a right to establish branches or offices o f discount and deposit within any state. Ibid. A state cannot tax the Bank o f the United States, and any attempt by the officers or courts o f the state to enforce a law laying a tax upon the property o f the Bank, may be restrained by injunction. Osborne v. The Bank o f the United States, 9 Wheat. 73Sj 5 Cond. Rep. 741. FIRST CONGRESS. S e ss . III. C h. 10. 1791. Monday o f January next ensuing the time o f such election, and no longer. And the said directors, at their first meeting after each elec tion, shall choose one o f their number as President. S e c . 5. Provided always, and be it further enacted, That, as soon as the sum o f four hundred thousand dollars, in gold and silver, shall have been actually received on account o f the subscriptions to the said stock, notice thereof shall be given, by the persons under whose superin tendence the same shall have been made, in at least two public gazettes printed in the city o f Philadelphia; and the said persons shall, at the same time in like manner, notify a time and place within the said city, at the distance o f ninety days from the time o f such notification, for proceeding to the election o f directors; and it shall be lawful for such election to be then and there m ade; and the persons, who shall then and there be chosen, shall be the first directors, and shall be capable o f serving, by virtue o f such choice, until the end or expiration o f the Monday in January next ensuing the time o f making the same, and shall forthwith thereafter commence the operations o f the said bank, at the said city o f Philadelphia. And provided further, That, in case it should at any time happen, that an election o f directors should not be made upon any day when pursuant to this act it ought to have been made, the said corporation shall not, for that cause, be deemed to be dissolved; but it shall be lawful, on any other day, to hold and make an election o f directors in such manner as shall have been regulated by the laws and ordinances o f the said corporation. And provided lastly, That, in case o f the death, resignation, absence from the United States, or removal o f a director by the stockholders, his place may be filled up, by a new choice, for the remainder o f the year. S e c . 6. And be it further enacted, That the directors for the time being shall have power to appoint such officers, clerks, and servants under them, as shall be necessary for executing the business o f the said corporation, and to allow them such compensation, for their services respectively, as shall be reasonable; and shall be capable o f exercising such other powers and authorities, for the well governing and ordering o f the affairs o f the said corporation, as shall be described, fixed, and determined by the laws, regulations, and ordinances o f the same. S e c . 7. And be it further enacted, That the following rules, restric tions, limitations and provisions, shall form and be fundamental articles o f the constitution o f the said corporation, viz. I. The number o f votes to which each stockholder shall be entitled, shall be according to the number o f shares he shall hold, in the propor tions following: That is to say, for one share, and not more than two shares, one vote: for every two shares above two, and not exceeding ten, one vote: for every four shares above ten, and not exceeding thirty, one vote: for every six shares above thirty, and not exceeding sixty, one vote: for every eight shares above sixty, and not exceeding one hundred, one vote: and for every ten shares above one hundred, one vote:— But no person, co-partnership, or body politic shall be entitled to a greater number than thirty votes. And after the first election, no share or shares shall confer a right o f suffrage, which shall not have been holden three calendar months previous to the day o f election. Stockholders actually resident within the United States, and none other, may vote in elections by proxy. II. Not more than three fourths o f the directors in office, exclusive o f the president, shall be eligible for the next succeeding year: but the director, who shall be president at the time o f an election, may always be re-elected. Iir. None but a stockholder, being a citizen o f the United States, shall be eligible as a director. IV. No director shall be entitled to any emolument, unless the same V o l . I.— 2 5 R 193 And o f a presi dent. Proviso. W hen $400,000 in gold or silver shall be subscribed, no tice be given, &c. H ow directors* shall be chosen, and time o f ser vice. Vacancies fill ed up. Directors to appoint officers, &c. Articles o f constitution. Stockholders how to vote, in what proportion to sum subscrib ed, and in certain cases may vote by proxy. Number o f electors eligible for ensuing year, and who as direc tors. 194 Compensation to be allowed. H ow to con stitute a board. Number o f stockholders empowered to call a meeting, &c. Cashier and treasurer to give bond. Limitation o f property; and o f debts they shall at any time owe. In case o f ex cess, directors accountable in private capaci ties and may be prose cuted. Exception in ftvour o f absen tees at time o f excess. Corporation may sell public debt and part o f its stock, but not purchase, &e. and take not more than 6 per cent, per an. FIRST CONGRESS. S ess . III. C h. 10. 1791. shall have been allowed by the stockholders at a general meeting. The stockholders shall make such compensation to the president, for his extraordinary attendance at the bank, as shall appear to them reason able. V. Not less than seven directors shall constitute a board for the trans action o f business, o f whom, the president shall always be one, except in case o f sickness, or necessary absence; in which case his place may be supplied by any other director, whom he, by writing under his hand, shall nominate for the purpose. ■VI. Any number o f stockholders, not less than sixty, who, together, shall be proprietors o f two hundred shares or upwards, shall have power at any time to call a general meeting o f the stockholders, for purposes relative to the institution, giving at least ten weeks notice, in two public gazettes o f the place where the bank is kept, and specifying, in such notice, the object or objects o f such meeting. V II. Every cashier or treasurer, before he enters upon the duties of his office, shall be required to give bond, with two or more sureties, to the satisfaction o f the directors, in a sum not less than fifty thousand dollars, with condition for his good behaviour. VIII. The lands, tenements and hereditaments which it shall be law ful for the said corporation to hold, shall be only such as shall be requi site for its immediate accommodation in relation to the convenient transacting o f its business, and such as shall have been bona fide mort gaged to it by way o f security, or conveyed to it in satisfaction o f debts previously contracted in the course o f its dealings, or purchased at sales upon judgments which shall have been obtained for such debts. IX . T he total amount o f the debts, which the said corporation shall at any time owe, whether by bond, bill, note, or other contract, shall not exceed the sum o f ten mijlions o f dollars, over and above the monies then actually deposited in the bank for safe keeping, unless the contract ing o f any greater debt shall have been previously authorized by a law o f the United States. In case o f excess, the directors, under whose administration it shall happen, shall be liable for the same, in their natural and private capacities; and an action o f debt may, in such case, be brought against them, or any o f them, their or any o f their heirs, executors or administrators, in any court o f record o f the United States, or o f either o f them, by any creditor or creditors o f the said corporation, and may be prosecuted to judgment and execution; any condition, covenant, or agreement to the contrary notwithstanding. But this shall not be construed to exempt the said corporation, or the lands, tenements, goods or chattels o f the same, from being also liable for and chargeable with the said excess. Such o f the said directors, who may have been absent when the said excess was contracted or created, or who may have dissented from the resolution or act whereby the same was so contracted or created, may respectively exonerate'them selves from being so liable, by forthwith giving notice o f the fact, and o f their absence or dissent, to the President o f the United States, and to the stockholders, at a general meeting, which they shall have power to call for that purpose. X . The said corporation may sell any part o f the public debt whereof its stock shall be composed, but shall not be at liberty to purchase any public debt whatsoever; nor shall directly or indirectly deal or trade in any thing, except bills o f exchange, gold or silver bullion, or in the sale o f goods really and truly pledged for money lent and not redeemed in due tim e; or o f goods which shall be the produce o f its lands. Neither shall the said corporation take more than at the rate o f six per centum per annum, for or upon its loans or discounts. X I. N o loan shall be made by the said corporation, for the use or on account o f the government o f the United States, to an amount exceed FIRST CONGRESS. S ess . III. Ch. 10. 1791. ing one hundred thousand dollars, or o f any particular state, to an amount exceeding fifty thousand dollars, or o f any foreign prince or state, unless previously authorized by a law o f the United States. XII. The stock o f the said corporation shall be assignable and trans ferable, according to such rules as shall be instituted in that behalf, by the laws and ordinances o f the same. X III. The bills obligatory and o f credit, under the seal o f the said Corporation, which shall be made to any person or persons, shall be assignable by indorsement thereupon, under the hand or hands o f such person or persons, and o f his, her, or their assignee or assignees, and .so as absolutely to transfer and vest the property thereof in each and every assignee or assignees successively, and to enable such assignee or assignees to bring and maintain an action thereupon in his, her, or their own name or names. A nd bills or notes, which may be issued by order o f the said corporation, signed by the president, and countersigned by the principal cashier or treasurer thereof, promising the payment o f money to any person or persons, his, her, or their order, or to bearer, though not under the seal o f the said corporation, shall be binding and obligatory upon the same, in the like manner, and with the like force and effect, as upon any private person or persons, if issued by him or them, in his, her, or their private or natural capacity or capacities; and shall be assignable and negotiable, in like manner, as if they were so issued by such private person or persons— that is to say, those which shall be payable to any person or persons, his, her, or their order, shall be assignable by indorsement, in like manner, and with the like effect, as foreign bills o f exchange now are; and those which are payable to bearer, shall be negotiable and assignable by delivery only. X IV . Half yearly dividends shall be made o f so much o f the profits o f the bank, as shall appear to the directors advisable; and once in every three years, the directors shall lay before the stockholders, at a general meeting, for their information, an exact and particular statement o f the debts, which shall have remained unpaid after the expiration o f the original credit, for a period o f treble the term o f that credit; and o f the surplus o f profit, if any, after deducting losses and dividends. I f there shall be a failure in the payment o f any part o f any sum, subscribed by any person, co-partnership, or body politic, the party failing shall lose the benefit o f any dividend, which may have accrued, prior to the time for making such payment, and during the delay o f the same. X V . It shall be lawful for the directors aforesaid, to establish offices wheresoever they shall think fit, within the United States, for the pur poses o f discount and deposit only, and upon the same terms, and in the same manner, as shall be practised at the bank; and to commit the management o f the said offices, and the making o f the said discounts, to such persons, under such agreements, and subject to such regulations as they shall deem proper; not being contrary to law, or to the consti tution o f the bank. X V I. The officer at the head o f the treasury department o f the Uni ted States, shall be furnished, from time to time, as often as he may require, not exceeding once a week, with statements o f the amount o f the capital stock o f the said corporation, and o f the debts due to the same; o f the monies deposited therein ; o f the notes in circulation, and o f the cash in hand; and shall have a right to inspect such general accounts in the books o f the bank, as shall relate to the said statements. Provided, That this shall not be construed to imply a right o f inspecting the account o f any private individual or individuals with the bank. S e c . 8 . A ad be it farther enacted, That if the said corporation, or any person or persons for or to the use o f the same, shall deal or trade in buying or selling any goods, wares, merchandise, or commodities whatsoever, contrary to the provisions o f this act, all and every person 195 H ow and for what objects to make loans. And bills &c. shall be assignable and bills to be obli gatory. Dividends o f profits made. Offices may be established within United States, for dis count and depo sit only, &o. Officer at the head o f tho treasury, to be furnished with statements. Not o f private nature. Penalty for buying or sell ing goods, &c. FIRST CONGRESS. 196 How money may be ad vanced or lent. Bills or notes made receivable by U. States. 1812, ch. 43. Subscriptions made by United States, how to be paid, &c. 1790, ch. 34. 1790, ch. 47. N o other bank to b e establish ed. S ess . III. C h. II. 1791. and persons, by whom any order or direction for so dealing or trading shall have been given, and all and every person and persons who shall have been concerned as parties or agents therein, shall forfeit and lose treble the value o f the goods, wares, merchandises, and commodities, in which such dealing and trade shall have been; one half thereof to the use o f the informer, and the other half thereof to the use o f the United States, to be recovered with costs o f suit S e c . 9. And be it further enacted, That i f the said corporation shall advance or lend any sum, for the use or on account o f the government o f the United States, to an amount exceeding one hundred thousand dollars; or o f any particular state to an amount exceeding fifty thou sand dollars; or o f any foreign prince or state, (unless previously autho rized thereto by a law o f the United States,) all and every person and persons, by and with whose order, agreement, consent, approbation, or connivance, such unlawful advance or loan shall have been made, upon conviction thereof, shall forfeit and pay, for every such offence, treble the value or amount o f the sum or sums which shall have been so unlaw fully advanced or lent; one fifth thereof to the use o f the informer, and the residue thereof to the use o f the United States; to be disposed of by law and not otherwise. S e c . 10. And be it further enacted, That the bills or notes of the said corporation, originally made payable, or which shall have become, payable on demand, in gold and silver coin, shall be receivable in all payments to the United States. S e c . 11. And be it further enacted, That it shall be lawful for thePresident o f the United States, at any time or times, within eighteen months after the first day o f April next, to cause a subscription to be made to the stock o f the said corporation, as part o f the aforesaid capital stock o f ten millions o f dollars, on behalf o f the United States, to an amount not exceeding two millions o f dollars; to be paid out of the monies which shall be borrowed by virtue o f either o f the acts, the one entitled “ An act making provision for the debt o f the .Unite4"Stetes and the other entitled “ An act making provision for the reduction of the public d e b t b o r r o w in g o f the bank an equal sum, to be applied to the purposes, for which the said monies shall have been procured; re imbursable in ten years, by equal annual instalments; or at any time sooner, or in any greater proportions, that the government may think fit. S e c . 12. And be it further enacted, That no other bank shall be established by any future law o f the United States, during the continu ance o f the corporation hereby created; for which the faith o f the United States is hereby pledged. A p p r o v e d , February 95, 1791. S t a t u t e III. March 2, 1791. C h a p . X I . — An Act supplementary to the act intituled “ An act to incorporate the Subscriptions to bank stock prolonged. 1. B e it enacted by the Senate and House o f Representatives o f the United States o f America in Congress assembled, That the sub scriptions to the stock o f the bank o f the United States, as provided by the act, intituled " An act to incorporate the subscribers to the bank o f the United States,” shall not be opened until the first Monday in July next. S e c . 2. And be it further enacted, That so much o f the first pay ment as by the said act is directed to be in the six per cent, certificates o f the United States, may be deferred until the first Monday in January next. S e c . 3. And be it further enacted, That no person, corporation, or body politic, except in behalf o f the United States, shall, for the space subscribers to the Bank of the United States,” 1791, ch. 10. Tim e o f first payment. Not more than thirty shares to S e c t io n FIRST CONGRESS. S ess . III. C h. 12. 1791. o f three months after the said first Monday in July next, subscribe in any one day, for more than thirty shares. S e c . 4 . And be it further enacted, That every subscriber shall, at the time o f subscribing, pay into the hands o f the persons who shall be appointed to receive the same, the specie proportion required by the said act to be then paid. A nd if any such subscriber shall fail to make any o f the future payments, he shall forfeit the sum so by him first paid, for the use o f the corporation. S e c . 5 . And be it further enacted, That such part o f the public debt, including the assumed debt, as is funded at an interest o f three per cent, may be paid to the bank, in like manner with the debt funded at six per cent, computing the value o f the former at one half the value o f the latter, and reserving to the subscribers who shall have paid three per cent, stock, the privilege o f redeeming the same with six per cent, stock, at the above rate o f computation, at any time before the first day o f January, one thousand seven hundred and ninety-three; unless the three per cent, stock shall have been previously disposed o f by the directors. A p p r o v e d , March 2, 1791. 197 be subscribed at one time. Specie pro portion, when to be paid, and failure in future payments to forfeit sum firat paid. In what man ner public debt funded at 3 per cent, may be paid to the bank. Sta tu te III. X II.—An Act giving effect to the laws c f the United States within the state o f Vermont. March 2, 1791. S e c t i o n 1. j Be it enacted by the Senate and House o f Representa tives o f the United States o f America in Congress assembled, That from Laws o f the U. States ex tended to Ver mont. C h ap . and after the third day o f March next, all the laws o f the United States, which are not locally inapplicable, ought to have, and shall have, the same force and effect within the state o f Vermont, as elsewhere within the United States. And to the end that the act, intituled “ An act to establish the judicial courts o f the United States,” may be duly administered within the said state o f Vermont, S e c . 2 . B e it further enacted, That the said state shall be one district, to be denominated Vermont D istrict; and there shall be a dis trict court therein, to consist o f one judge, who shall reside within the said district, and be called a district judge, and shall hold annually four sessions; the first to commence on the first Monday in May next, and the three other sessions progressively on the like Monday o f every third calendar month afterwards. T he said district court shall be held alter nately at the towns o f Rutland and Windsor, beginning at the first. S e c . 3. And be it further enacted, That the said district shall be, and the same hereby is annexed to the eastern circuit. And there shall be held annually in the said district one circuit court; the first session shall commence on the seventeenth day o f June next, and the subse quent sessions on the like day o f June afterwards, except when any o f the said days shall happen on a Sunday, and then the session shall com mence on the day following; and the said sessions o f the said circuit courts shall be held at the town o f Bennington. S e c . 4. And be it further enacted, That there shall be allowed to the judge o f the said district court the yearly compensation o f eight hun dred dollars, to commence from the time o f his appointment, and to be paid quarter yearly at the treasury o f the United States. S e c . 5 . And be it further enacted, That all the regulations, provisions, directions, authorities, penalties, and other matters whatsoever, (except as herein afterwards is expressly provided) contained and expressed in and by the act, intituled “ An act providing for the enumeration o f the inhabitants o f the United States,” shall have the same force and effect within the said state o f Vermont, as if the same were, in relation there to, repeated and re-enacted in and by this present act. k 2 1789, ch. 20. Vermont to be a district and have a district court and judge. Number and time o f sessions, Repealed 1802, ch. 31. and where held. 1799, ch. 21. Annexed to the eastern cir cuit, and have a circuit court; 1796, ch. 34. where held. Compensation to the judge. A n enumera tion o f the in habitants to be made. 1790, ch. 2.
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