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Provincial Archives of New Brunswick

Fort Havoc (Wallace Hale)

Info The language of the text is the original used by Wallace Hale. Records acquired by the Provincial Archives are not translated from the language in which they originate.

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CAP. XIII.

An ACT to incorporate sundry Persons by the name of the President, Directors and Company of the Bank of New Brunswick.

Passed the 25th of March, 1820.

Preamble.

 
WHEREAS it is thought that the establishment of a Bank at the City of Saint John, would promote the interests of the Province by increasing the means of circulation;

 

 

Body Corporate, styled The President, Directors and Company of the Bank of New Brunswick.

 

 

Capable to sue and be sued, &c.

 

 

Shall have a Common Seal.

 

The President, Direcors and Company may make Laws for government of the said Corporation.

 
I.   Be it enacted by the Lieutenant Governor, Council, and Assembly, That the Honourable John Robinson, the Honourable William Black, the Honorable Samuel D. Street, Henry Wright, Hugh Johnston, Thomas Millidge, Nehemiah Merritt, Ward Chipman, Junior, Zalmon Wheeler, Robert Pagan, Peter Fraser, Harry Peters, John Campbell, Charles I. Peters, Henry Smith, Mark Needham, Thomas Wyer, Junior, Christopher Scott, Elijah Miles, and William Botsford, their associates, successors, or assigns, be, and they are hereby declared to be, a Body Corporate, by the name of the President, Directors and Company of the Bank of New Brunswick, and that they shall be persons able and capable in Law to have, get, receive, take, possess, and enjoy houses, lands, tenements, hereditaments, and rents, in fee simple or otherwise, and also goods and chattels, and all other things real, personal, or mixt, and also to give, grant, let, or assign, the same, or any part thereof, and to do and execute all other things in and about the same, as they shall think necessary for the benefit and advantage of the said Corporation, and also that they be persons able and in law capable to sue and be sued, plead and be impleaded, answer and be answered unto, defend and be defended, in any Court or Courts of Law and Equity, or any other places whatsoever, in all and all manner of actions, suits, complaints, demands, pleas, causes and matters whatsoever, in as full and ample a manner as any other person or persons are in Law capable of sueing and being sued, pleading and of being impleaded, answering and of being answered unto, and also that they shall have one common seal to serve for the ensealing of all and singular their grants, deeds, conveyances, contracts, bonds, articles of agreement, assignments, powers and warrants of attorney, and all and singular their affairs and things touching and concerning the said Corporation, and also that they the President, Directors and Company, or the major part of them, shall from time to time and at all times, have full power, authority and licence, to constitute, ordain, make and establish, such laws and ordinances as may be thought necessary for the good rule and government of the said Corporation.   Provided that such laws and ordinances be not contradictory or repugnant to the laws or statutes of that part of the United Kingdom of Great Britain and Ireland called England, or repugnant and contrary to the laws and statutes of this Province.

Capital Stock to amount to £50,000.

 

 

In shares of £50 each.

 
II.   And be it further enacted, That the capital or stock of the said Corporation shall consist of current Gold and Silver Coins of the Province to the amount of fifty thousand Pounds; the sum of twenty-five thousand Pounds, one half part thereof, to be paid in current Gold and Silver Coins of the Province, on or before the first day of September next; and the further sum of twenty-five thousand Pounds, the residue thereof, on or before the first day of September, which will be in the year one thousand eight hundred and twenty-one; the whole amount of said Stock to be divided into shares of fifty pounds each, making in the whole one thousand shares.

The Corporation may hold lands, &c. not exceeding £3,000,

or to any amount by Mortgage as collateral security.

Shall not lend money on mortgages, &c.

 
III.   And be it further enacted, That the said Corporation shall have full power and authority to take, receive, hold, possess, and enjoy, in fee simple, any lands, tenements, real estates, and rents, to any amount not exceeding three thousand pounds.   Provided nevertheless, that nothing herein contained shall prevent or restrain the said Corporation from taking or holding real estate to any amount whatsoever by mortgage, taken as collateral security for the payment of any sum or sums of money advanced by, or debts due to the said Corporation.   Provided further, that the said Corporation shall on no account lend money upon mortgage, or upon lands or other fixed property, nor such be purchased by the said Corporation upon any pretext whatsoever, unless by way of additional security for debts contracted with the said Corporation in the course of its dealings.

When 300 shares shall have been subscribed a General Meeting of the Members to be called, to make Bye Laws, &c.

 

and choose 13 Directors to continue in office one year.

 

 

 

 

 

 
IV.   And be it further enacted, That whenever three hundred shares shall have been subscribed of the said capital stock, a general meeting of the Members and Stockholders of the said Corporation, or the major part of them, shall take place by notice in one or more of the public newspapers thirty days previous to such meeting, for the purpose of making ordinary and establishing such bye laws, ordinances, and regulations, for the good management of the affairs of the said Corporation, as the Members and Stockholders of the said Corporation shall deem necessary, and also for the purpose of choosing thirteen Directors, being Stockholders and Members of the said Corporation, under and in pursuance of the rules and regulations hereinafter made and provided; which Directors so chosen, shall serve until the first annual meeting for choice of Directors, and shall have full power and authority to manage the concerns of the said Corporation, and shall commence the operations of the said Bank, subject nevertheles to the rules and regulations herinafter made and provided; at which general meeting, the Members and Stockholders of the said Corporation, or the major part of them, shall determine the amount of payments to be made on each share, also the mode of transferring and disposing of the stock and profits thereof, which being entered on the books of the said Corporation, shall be binding upon the said Stockholders, their successors and assigns.

Annual Meeting of Stockholders.

 

 

 
President, how to be chosen.

 
V.   And be it further enacted, That there shall be a general meeting of the Stockholders and members of the said Corporation, to be annually holden on the first Monday in May in each and every year at the City of Saint John; at which annual meeting there shall be chosen, by a majority of the said Stockholders and Members of the said Corporation, thirteen Directors, who shall continue in office for one year, or until others are chosen in their room; in the choice of which Directors, the Stockholders and members of the said Corporation shall vote according to the rule hereinafter mentioned:   and the Directors when chosen, shall at their first meeting after their election, choose out of their number a President.   Provided always, that seven of the Directors in office shall be re-elected at such annual meeting for the next succeeding twelve months, of which the President shall always be one.

Directors to appoint Officers, Clerks, &c.

 

 

 

 
VI.   And be it further enacted, That the Directors for the time being shall have power to appoint such Officers, Clerks, and Servants, as they or the major part of them shall think necessary for executing the business of the said Corporation, and shall allow them such compensation for their respective services, as to them shall appear reasonable and proper; all which, together with the expenses of Buildings, House-rent, and all other contingencies shall be defrayed out of the funds of the Corporation; and the said Directors shall likewise exercise such other powers and authorities for the well regulating the affairs of the said Corporation, as shall be prescribed by the bye-laws and regulations of the same.

Not less than seven Directors to constitute a Board.

 

 
VII.   And be it further enacted, That not less than seven Directors shall constitute a Board for the transaction of business, of which the President shall always be one, excepting in case of sickness or necessary absence, in which case the Directors present may choose one of the Board as Chairman in his stead, that the President shall vote at the Board as a Director, and in case of there being an equal number of votes for and against any question before them, the President shall have a casting vote.

No Director to have a salary.

 
VIII.   And be it further enacted, That no Director shall be entitled to any salary or emolument for his services; but that the Stockholders and Members of the said Corporation may make such compensation to the President as to them shall appear reasonable and proper.

Qualifications of Directors.

 
IX.   And be it further enacted, That no person shall be eligible as Director, unless such person is a Stockholder and holding not less than ten shares of the capital stock of the said Corporation.

Sureties for the Cashier and Clerks.

 

 

 
X.   And be it further enacted, That every Cashier and Clerk of the said Corporation, before he enters upon the duties of his office, shall give bonds, with two or more sureties, to be approved of by the Directors, that is to say, every Cashier in a sum not less than ten thousand Pounds, with a condition for his good and faithful behaviour, and every Clerk, with the like condition and sureties, in such sum as the Directors shall deem adequate to the trust reposed in him.

Number of Votes of Stockholders.

 

 

 
XI.   And be it further enacted, That the number of votes which each Stockholder shall be entitled to on every occasion when in conformity to the provisions of this Act the votes of the Stockholders are to be given, shall be in the following proportion, that is to say, — For one share and not more than two, one vote; for every two shares above two, and not exceeding ten, one vote, making five votes for ten shares; for every four shares above ten, and not exceeding thirty, one vote, making ten votes for thirty shares; which said number of ten votes shall be the greatest that any Stockholder shall be entitled to have.

Stockholders may vote by proxy.

 
XII.   And be it further enacted, That all Stockholders resident within this Province or elsewhere, may vote by proxy, provided that such proxy be a Stockholder, and do produce sufficient authority from his constituent or constituents so to act.

 
 
XIII.   [Obsolete.]

Vacancies in the Board to be filled up by the Directors.

 

 

 
XIV.   And be it further enacted, That the Directors be, and they are hereby authorised to fill up any vacancy that shall be occasioned in the Board by the death, resignation, or absence from the Province for three months, of any of its Members; but that in the case of the removal of a Director by the Stockholders, for misconduct or mal administration, his place shall be filled up by the said Stockholders, and the person so chosen by the Directors or the Stockholders, shall serve until the next succeeding annual meeting of the Stockholders.

 
 
XV.   [Obsolete.]

 
 
XVI.   [Obsolete.]

Shares to be assignable.

 

 

 

 

 
XVII.   And be it further enacted, That the shares or capital stock shall be assignable and transferable according to the rules and regulations that may be established in that behalf, but no assignment or transfer shall be valid or effectual, unless such assignment or transfer shall be entered and registered in a book to be kept by the Directors for that purpose, nor until such person or persons so making the same, shall previously discharge all debts actually due and payable to the said Corporation — that in no case shall any fractional part of a share, or other than a complete share or shares, be assignable or transferable — that whensoever any Stockholder shall transfer in manner aforesaid, all his stock or shares in the said Bank, to any other person or persons whatever, such Stockholder shall cease to be a Member of the said Corporation.

The Company shall not deal in any thing but Bills of Exchange, Gold and Silver, or in sale of Goods pledged.

 

 

 
XVIII.   And be it further enacted, That the said Company shall not directly or indirectly deal in any thing excepting in Bills of Exchange, Gold or Silver Bullion, or in the sale of Goods really and truly pledged for money lent and not redeemed in due time, or in the sale of Stock pledged for money lent and not so redeemed; which said Goods and Stock so pledged, shall be sold by this said Corporation at public sale, at any time, not less than thirty days after the period for redemption; and if upon such sale of Goods or Stock there shall be a surplus, after deducting the money lent, together with the expences of sale, such surplus shall be paid to the proprietors thereof respectively.

The joint stock alone responsible for the debts.

 

 

 
XIX.   And be it further enacted, That the joint stock or property of the said Corporation shall alone be responsible for the debts and engagements of the said Corporation, and that no person or persons who shall or may have dealings with the said Corporation, shall, on any pretence whatsoever, have recourse against the separate property of any present or future Member of the said Corporation, or against their person, further than may be necessary to secure the faithful application of the funds of the said Corporation.

Requisites in forms of Bank Notes, &c.

 

 
XX.   And be it further enacted, That every Bond, Bank Bill, or Bank Note, or other Instrument, by the terms or effect of which the said Corporation may be charged or held liable for the payment of money, shall specially declare in such form as the Board of Directors shall prescribe, that payment shall be made out of the joint fund of the said Corporation.

Total amount of the debts shall never exceed twice the amount of the Capital Stock.

 

 

 
XXI.   And be it further enacted, That the total amount of the debts which the said Corporation shall at any time owe, whether by Bond, Bill, or Note, or other contract whatsoever, shall not exceed twice the amount of the capital stock actually paid in by the Stockholders; and in case of any excess, the Directors, under whose administration and management the same shall happen, shall be liable for such excess in their natural and private capacities.   Provided always, that the lands, tenements, goods, and chattels of the said Corporation, shall also be liable for such excess.

Directors to make half-yearly dividends.

 

 
XXII.   And be it further enacted, That the Directors shall make half-yearly dividends of all the profits, rents, premiums, and interest of the said Corporation, payable at such time and place as the Directors shall appoint, of which they shall give thirty days previous notice in two of the newspapers published in this Province.

Books, &c. to be subject to inspection of the Directors.

 
XXIII.   And be it further enacted, That the Books, papers, correspondence, and funds, of the said Corporation, shall at all times be subject to the inspection of the Directors, but no Stockholder, not a Director, shall inspect the acount of any individual with the said Corporation.

Bills or Notes to be signed by the President and Cashier.

 
XXIV.   And be it further enacted, That all the Bills or Notes issued by the said Corporation, shall be signed by the President for the time being, and countersigned and attested by the Cashier, and shall be printed and made in stereotype plates, and all Bills or Notes so signed and countersigned, shall be binding on the said Corporation.

The Company to pay to a bona fide holder, the original amount of any altered Note.

 
XXV.   And be it further enacted, That the said Corporation shall be liable to pay to any bona fide holder, the original amount of any Note of the said Bank, which shall have been counterfeited or altered in the course of its circulation to a larger amount, notwithstanding such alteration.

The Bank to be kept at Saint John.

 
XXVI.   And be it further enacted, That the said Bank shall be kept and established at the City of Saint John, or at such other place as the Board of Directors may think it necessary to remove the said Bank, on account of any great emergency, for the security thereof.

General Meeting to be held on first Monday in May in each year.

 

 

 

 

 

 
XXVII.   And be it further enacted, That the Directors shall at the general meeting, to be held on the first Monday in May in every year, lay before the Stockholders for their information, an exact and particular statement of the amount of debts due to, and by the said Corporation, the amount of Bank Notes then in circulation, the amount of Gold and Silver on hand, and the amount of such debts as are, in their opinion, bad or doubtful, also the surplus or profit, if any remaining after deduction of losses and provisions for dividends; which statement shall be signed by the Directors, and attested by the Cashier, and a duplicate statement, so signed and attested, shall be transmitted to the Secretary of the Province, for the information of His Excellency the Lieutenant Governor or Commander in Chief for the time being, and the Honourable His Majesty's Council.   Provided always, that the rendering of such statement shall not extend to give any right to the Stockholders, not being Directors, to inspect the account of any individual or individuals with the said Corporation.

Committees of the Legislature to have access to the Books, &c.

 
XXVIII.   And be it further enacted, That any joint Committee hereafter to be appointed by the Honourable the Legislative Council and the House of Assembly, for the purpose of examining into the proceedings of the said Corporation, shall either during the Session or prorogation of the General Assembly, have free access to all the books and vaults of the same.

Any number not less than sixty Stockholders may call a General Meeting.

 

 

 
XXIX.   And be it further enacted, That any number of Stockholders, not less than sixty, who together shall be proprietors of three hundred shares, shall have power at any time, by themselves or their proxies, to call a general meeting of the Stockholders, for purposes relating to the business of the said Corporation, giving at least thirty days previous notice in two of the newspapers published in the Province, and specifying in such notice the time and place of such meeting, with the objects thereof, and the Directors, or any seven of them, shall have the like power at any time (upon observing the like formalities) to call a general meeting as aforesaid.

On any dissolution measures to be taken by the Directors for closing the concern, &c.

 
XXX.   And be it further enacted, That on any dissolution of the said Copartnership, immediate and effectual measures shall be taken by the Directors then in office, for closing all the concerns of the said Corporation and for dividing the capital and profits which may remain among the Stockholders, in proportion to their respective interests.

Limitation.

 
XXXI.   And be it further enacted, That this Act shall continue and be in force until the first day of May which will be in the year of our Lord one thousand eight hundred and forty.

________________

C. 13. Anno LX. Geo. III.   A. D. 1820.


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