1:644. ROYAL 
     
    
   
   
    
     GAZETTE 
     
    
   
   
    
     “— 
     
    
   
   
    
     poration, as the members and stockholders of the 
     
     said Corporation shall deem necessary; and also for 
     
     the purpose of choosing seven Directors, being 
     
     stockholders and members of the said Corporation, 
     
     under and in pursuance ofthe rules and regulations 
     
     hereinafter made and provided, which Directors, so 
     
     chosen, shall serve until the first annual meeting for 
     
     the choice of Directors, and shall have full power 
     
     and authority to manage the affairs ofthe said Cor- 
     
     poration, and shall commence the operations of the 
     
     said Bank, subject, nevertheless, to the rules and 
     
     regulations hereinafter made and provided, at which 
     
     general meeting the members and stockholders of 
     
     the said Corporation, or the major part ofthem, shall 
     
     determine the amount of payments, to be made in 
     
     each share ; also the mode of transferring and dis— 
     
     posing ofthe stock and profits thereof, which being 
     
     entered in the books of the said Corporation, and 
     
     approved of by the Lieutenant Governor and Coun- 
     
     cil, shall be binding on the stockholders, their suc- 
     
     cessors and assigns. 
     
    
   
   
    
     V. There shall be a general meeting ofthe stock- 
     
     holders and members of the said Corporation, to be 
     
     annually holden on the second Thursday in January, 
     
     in each and every year, at Souris, at which annual 
     
     meeting there shall be chosen, by a majority of the 
     
     said stockholders and members ofthe said Corpora- 
     
     tion, seven Directors, who shall continue in office 
     
     for one year, or until others are chosen in their 
     
     room ; in the choice of which Directors, the stock- 
     
     holders and members of the said Corporation shall 
     
     vote according to the rules hereinafter mentioned ; 
     
     and the Directors, when chosen, shall, at their first 
     
     meeting, after their election, choose out of their 
     
     number a President. 
     
    

    
     0' shall have 
     
    
   
   
    
     VI. The Directors, for the time being, 
     
     power to appoint such oflicers, clerks and servants, 
     
     as they, or the major part ofthem, shall think neces- 
     
     sary for executing the business of the said Corpora- 
     
     tion, and shall allow them such compensation for their 
     
     respective services as to them shall appear reason- 
     
     able and proper ; all which, together with the expense 
     
     of buildings, house rent, and all other contingencies, 
     
     shall be defrayed out ofthe funds ofthe Corporation; 
     
     and the said Directors shall, likewise, exercise such 
     
     other powers and authority for the well regulating 
     
     the affairs of the said Corporation, as shall be pre- 
     
     scribed by the by-laws and regulations ofthe same. 
     
    
   
   
    
     VII. Not less than four Directors shall constitute 
     
     a Board for the transaction of business, of which the 
     
     President shall always be one, except in the case of 
     
     sickness or necessary absence, in which case the 
     
     Directors present may choose one of their Board as 
     
     Chairman, in his stead ; the President shall vote at 
     
     the Board as a Director, and, in case of their being 
     
     an equal number of votes, for and against any ques- 
     
     tion before them, the President shall have a casting 
     
     vote : Provided always, that no note or bill offered 
     
     for discount at the said Bank shall be refused or ex- 
     
     cluded by a single vote. 
     
    
   
   
    
     VIII. The President and Directors shall be en- 
     
     titled to such compensation for their respective ser- 
     
     vices, as the stockholders and members shall deem 
     
     reasonable and proper. 
     
    
   
   
    
     IX. No person shall be eligible as a Director, 
     
     unless such person is a stockholder and holding not 
     
    
   
   
    
       
     
    
   
   
    
     less than ten shares of the capital stock of the 
     
     said Corporation: Provided always, that the stock- 
     
     holder, so otherwise qualified, be not a Director in 
     
     any other Banking Company in this Island. 
     
    
   
   
    
     X. Every Cashier and Clerk ofthe said Corpora- 
     
     tion, before he enters upon the duties of his office, 
     
     shall give bonds, with two or more sureties, to be 
     
     approved of by the Directors, in such sums as the 
     
     Directors shall deem adequate to the trusts reposed 
     
     in them respectively. 
     
    
   
   
    
     XI. The number of votes which each stockholder 
     
     shall be entitled to on every occasion, when in con- 
     
     formity to the provisions ol'this Act, the votes ofthe 
     
     stockholders are to be given, shall bearthe following 
     
     proportion, that is to say: for one share, and not 
     
     more than two shares, one vote ; for every two 
     
     shares, above two shares, and not exceeding twelve, 
     
     one vote : making six votes for twelve shares; for 
     
     every three shares above twelve, and not exceeding 
     
     twenty-one, one vote : making nine votes for twenty- 
     
     one shares; and for every five shares above twenty- 
     
     one shares, one vote: Provided the number oftwelve 
     
     votes shall be the greatest that any stockholder shall 
     
     be entitled to. 
     
    
   
   
    
     XII. All stockholders resident within this Island 
     
     or elsewhere, may vote by proxy. provided that such 
     
     proxy he a stockholder, and do produce sufiicient 
     
     authority in writing from his constituent or constitu- 
     
     ents so to act. Provided that no stockholder be 
     
     entitled to hold more than three proxies. 
     
    
   
   
    
     XIII. No member ofthe said Corporation, during 
     
     the first three months, to be accounted from and 
     
     after the passing of this Act, shall be entitled to hold 
     
     and subscribe for more than thirty shares ofthe said 
     
     Capital stock; and if the whole of the said Capital 
     
     stock shall not have been subscribed within the said 
     
     three months, so to be accounted, as aforesaid, that 
     
     then and in such cases, it may be lawful for any 
     
     stockholder or stockholders to increase his or their 
     
     subscriptions to eighty shares : Provided always. 
     
     that no stockholder shall be permitted to hold more 
     
     than one hundred shares in the whole, unless the 
     
     same be acquired by purchase, after the said Bank 
     
     shall have commenced its operations; and provided 
     
     also, that no stockholder in the said Bank, at any 
     
     one time, shall hold more than twenty per centum of 
     
     the Capital Stock. 
     
    
   
   
    
     XIV. The Directors are, and they are herebv 
     
     authorized to fill up any vacancy that shall be occad- 
     
     sioned in the Board, by the death, rosinnation or 
     
     absence from the Island, for three montth 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 setvc until 
     
     the next succeeding annual meeting ofthe Stock» 
     
     holders. 
     
    
   
   
    
     XV. Before any stockholder shall be required to 
     
     make" payment of any instalment upon the amount 
     
     ofhis subscription, thirty days previous notice shall 
     
     be given by the Directors in the [Roz/r11 Gazelle news- 
     
     paper, published in this Island, ofthe time and place 
     
     ofpayment; and the Directors shall commence with 
     
     the business and operations of the Bank of the said 
     
    
   
   
    
     Corporation: Provided always, that no Bank Bili,