Not less than seven directors shall
constitute
a board for the transaction of business.
Alexander Hamilton - 1790 - Report on a National Bank
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- bederivedfromexperience,istheonlycircumstancecom- mon to both, which pleads against rotation in the directing officers of a bank.
But the objects of the government of a nation, and those of the government of a bank, are so widely different, as greatly to weaken the foree of that consideration, in re- ference to the latter. Almost every important ease of le- gislation requires, towards a right decision, a general and accurate acquaintance with the affairs of the state; and habits of thinking seldom acquired but from a familiari- ty with public concerns. The administration of a bank, on the contrary, is regulated by a few simple fixed max- im*, the application of which is not difficult to any man of judgment, especially if instructed in the principles of trade. It is in general a constant succession of the same
details.
But though this be the ease, the idea of the advantages
of experience, is not to be slighted: Room ought to be left for the regular transmission of official informationj and for this purpose', the head of the direction ought to be excepted from the principle of rotation. With thisr exception, and with the aid of the information of the sub- ordinate officers, there can be no danger of any ill effects from want of experience, or knowledge; especially as the periodical exclusion ought not to reach the whole of the
directors at one time.
The argument in favour of the principle of rotation is this; that by lessening' the danger of combinations among the directors, to make the institution subservient to party views, or to the accommodation, preferably, of any parti- cular get of men, it will render the public confidence more Arm, stable, and unqualified.
When it is considered, that the directors of a bank are not elected bytinegreat body of the community, in which a diversity of views will naturally prevail, at different con- junctures ; but by a small arid select class of men,' among whom it is far more easy to cultivate a steady adherence to the same persons and objects; and that those directors
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have it in their power so immediately to conciliate, by ob- liging the most influential of this class, it is easy to per- ceive, that without the principle of rotation, changes in that body can rarely happen, but as a concession which they, may themselves think it expedient to make to pub- lie qpinion.
The continual administration of an institution of this kind, by the same persons, will never fail, with or withT out cause, from their conduct* to excite distrust and dis- content. The necessary secrecy of their transactions, gives unlimited scope to imagination to infer that some- thing is, or may be, wrong. And this metdtable mystery is a solid reason for inserting in the constitution of a bank the necessity of a change of- men. As neither the mass of the parties interested, nor the public in general, can be permitted to be witnesses of the interior management of the directors, it is reasonable that both should have that cheek upon their conduct, and that security against
the . preyalency of a partial or pernicious system, which will be produced by the certainty of periodical changes. Sueh too is the delicacy of the credit of a bank, that everything which can. 'fortify. confidence and repel sus- picion, without injuring its operations, ought carefully to be sought after in its formation.
A further consideration in favour of a change, is the improper rule, by which the right of voting for directors is regulated in the plan upon which the bank of North- America "was originally constituted; namely, a vote for each sham, and the want of a rule in the last charter j
unless the silence of it on that point, may signify that every stockholder is to have an equal and a single vote, which would be a rule in a different extreme, not less er- roneous. It is' of importance that a rule should be es- tablished on this head, as it is one of those things which ought not to be left to discretion$ and it is consequently of equal importance, that the rule should be a proper one,
A vote for each share, renders a combination between a few principal stockholders, to monopolize the power and
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benefits of the bank, too easy. An equal vote to each stockholder, however great or small bis interest in the institution, allows not that degree of weight to large stockholders, which it is reasonable they should have, and which perhaps their security, and that of the bank, require. A prudent mean is to be preferred. A conviction ofthis, has produced a by-law of the corporation of the bank of Worth-America, which evidently aims at such a mean. But a reflection arises here, that a like majority with that which enacted this law, may at any moment repeal it.
The last inducement which shall be mentioned, is the want of precautions to guard against a foreign influence insinuating itself into the direction of the bank. It seems scarcely reeoneileable with a due caution, to permit, that any but citizens should be eligible, as directors of a na- tional bank, or that non-resident foreigners should bo able to influence the appointment of directors, by the votes of
their proxies. In the event, however, of an incorpora- tion of the bank of North-America, in the plan, it may be necessary to qualify this principle, so as to leave the right of foreigners, who now hold shares of its stock, un- impaired, but without the power of transmitting the pri- vilege in question, to foreign alienees.
It is to be considered, that such a bank is not a mere matter of private property, but a political machine of the greatest importance to the state.
There are other variations from the constitution of the bank of North-America, not of inconsiderable moment, which appear desirable, but which are not of magnitude enough to claim a preliminary discussion: These will be seen in the plan whieh will be submitted in the sequel.
If the objections which have been stated, to the consti- tution of the bank of North-America, are admitted to be well founded, they will nevertheless not derogate from the merit of the main design, or of the serviees which that bank has rendered, or of the benefits whieh it has produc- ed. The creation of such an institution, at the time it took place, was a measure dictated by wisdom. Its utili-
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ty has been amply evinced hy its 'fruits--American iade- pendenee owes much to it--And it is very conceivable, that reasons of the moment, may have rendered those fea- tures in it inexpedient, which a revision with a permanent view, suggests a| desirable.
The-ordetf of the subject, leads next to an inquiry into the principles upon which a national bank ought to be or- ganized.
Tile situation of the United States naturally inspires a wish, that the form of the institution could admit of a plurality of branches. But various considerations dis- courage from pursuing this idea. The complexity of such a plan would be apt to inspire doubts, which might deter from adventuring hi it: And the practicability of a safe and orderly 'administration, though not to be abandoned as desperate, cannot be made so manifest in perspective, as
to promise the removal of those doubts, or to justify the government in adopting the idea as an original experi- ment. * The most that would seem adviseable, on this pojnt, is to insert a provision, which may lead to it here- after, if experience shall more -clearly demonstrate its utility, and satisfy those/who may have the direction, that it may be adopted with safety. It is eertain, that it would have some advantages, both peculiar and important. . -- Besides more general accommodation, it would lessen the danger of a run upon the bank.
The argument against it is, that each branch must be under a distinct, though subordinate direction, to which a considerable latitude of discretion must of necessity be intrusted. And as the property of the whole institution would be liable for the engagements of each part; that, and its credit, would be at stake upon the prudence of the directors of every part. The mismanagement of either branch might hazard serious disorder in the whole.
Another wish, dictated by the particular situation (C)f the country, is, that the bank could be so constituted as to be made an immediate instrument of loans to the proprietors of land j but this wish alsfryields to the difficulty of awe<<-
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plishing it. Land is alone an unfit fund for a bank circu- lation i If the notes issued upon it were not to be payable in coin, on demand, or at a short date, this would amount to nothing more than a repetition of the paper emissions, which are now exploded by the general voice. If the notes are to be payable in coin, the land must first be converted into it, by sale' or mortgage. The difficulty of effecting the latter, is the very thing which begets the de- sire offindinganother resource; and the former would not be practicable on a sudden emergency, but with sacrifices which, would make the cure worse than the disease. Nei- ther is the idea of constituting the fund partly of coin and partly of land, free from impediments : these two species of property do not, for the most part, unite in the same hands. Will the monied man consent to enter into a part- nership with the landholder, by which the latterjwill share
in the profits which will be made by the money of theformer ? The money, it is evident, will be the agent or efficient cause of the profits--the land can only be regarded as an additional security. It is not difficult to foresee, that an union, on such terms, will not readily be formed. 'If the landholders are to procure the money by sale or mortgage of-a part of their lands, this they can as well do, when the stock consists wholly of money, as if it were to be compounded of money and land.
To procure for the landholders the assistance of loans, is Hie great desideratum. Supposing other difficulties sur- mounted, and a fund created, composed partly ofcoin and partly of land, yet the beneftt contemplated could only then
' be obtained, by the bank's advancing them its notes for the whole, or part of the value of the lands they had sub- scribed to the stock. If this advanee was small, the relief
aimed at would not be given; if it was large, the quantity of notes issued would be a cause of distrust, and, if re- ceived at all, they would be likely to return speedily upon the bank for payment; which, after exhausting its coin", might be under the necessity of turning its lands into money, at any price that could be ^obtained for them, to the irreparable prejudice of the proprietors.
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- Considerations of public advantage snggest 9 *W$her Jffiah, wMeb is, ttot the bank could be established upon principles,that would cause fte pwflts of it to rewound tp *he immediate benefit of the-state. This is contemplated bj many who speak of a national bank, but the idea seem? liable to insuperable objections. To attach full confidence to an institution of this nature, it appears to he an essential ingredient in its structure, that it shall be under a ? private,
not a pttWfe direction, under the guidance of, &i. in>idwd rnterent, not of pwpKc poUoy ; whiejh would be supposed to be, and in certain emergencies, under a feeble or too sanr guine administration, would really be, ljabje to being top HMueh influenced by js>>6K? ? {? &$$%. f h * suspicion of this* would most probably be a canker that would continually porode the yitajs -of the credit of the bank, and'would be piofet likely to prpve fatal inthose situations in which the. public good would require that they . should be most sound ? atfd -Rigorous, It would* indeed* be little less than a mte- $ele, should the credit of the bank be at the disposal'of ? he government* if in a long series of time, there was not experienced a calamitous abuse of it. It is tine, that k
wonld be the real interest of thegovernment net to abuse yt 5 its genuine policyto-husband and cherish it with the most . guarded circumspection, as an inestimable treasure. . But what government ever- uniformly consulted its true Interests, in opposition tp the temptations of momentary exigencies? What nation was pver blessed with a constant
succession of upright and wise administrators ?
Tjae keen* steady, wad *>> i t were, magnetic sense oftheir own interest as proprietors, in the directors of abankj . pointing invariable to its true pole, the prosperity of the Institution j is the only . security that can always be relied iupon for a careful <<md prudent administration. It is, therefore, the only basis on which an enlightened, unqual- ified, and permanent confidence, pan be expected tp be erect-
"<<sd and maintained. '
The precedents ofthe banks established in several cities
>>f Europe; Amsterdanv Hamburg, and others; may . as
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seem to militate against this position* Without a precise knowledge of all the peculiarities (C)f their respective con- stitutions* it is difficult to pronounce how far this may be the case. That of Amsterdam, however, which we best know, is rather under a municipal than a governmental direction. Particular magistrates of the e? ty, not officers
ofthe republic, have the management of it. It is also a bank of deposit, not of loan, or circulation; consequently, less liable to abuse, as well as less useful. Its general business consists in receiving money for safe keeping, which if not called for within a certain time, becomes a part ofits stock, and irreclaimable: But a credit is given for it en the books of the bank, which being transferable, answers all the purposes of money.
The directors being- magistrates of the eity, and th(C) stockholders, in general, its most influential citizens j it is evident, that the principle of private interest must be pre- valent in the management of (he bank. And it is equally evident, that from the nature of its operations, that princi- ple is less essential to it, than to an institution constituted with a view'to the accommodation of the public and indi- viduals, by direct loans and a paper circulation. f
As far as may concern the aid of the bank, within the proper limits, a good government has nothing more to wish for, than it will always possess 5 though the management be in the hands of private individuals. As the institution, if rightly constituted, must depend for its renovation from time to time on the pleasure of the government, it will not be likely to feel a disposition to render itself by its con- duct, unworthy of public patronage. The government too,
'in the administration of its finances, has it in its power to reciprocate benefits to the bank, of not less importance than, those which the bank affords to the government, and which, besides, are never unattended with an immediate and adequate compensation. Independent of these more particular considerations, the natural weight and influence of a good government will always go far towards procuring a compliance with its desires j and as the directors will usually be composed of some of the most discreet, re-
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speetable, and ^ell-kforaed citizens, it can hardly ever he difficult to make them sensible of the force of the in- ducements which ought to stimulate their exertions.
? It Drill net follow, from what has been said, that the state may not be the holder of a part of the stoek of a bank, and consequently a sharer in the profits of it. It will only follow, that it ought not to desire any participa- tion in the direction of it, and therefore, ought not to own the whole or a principal part of the stoek ,? for if the mass of the property should belong to the public, and if the. direction of ft should be in private hands, this would be to commit the interests of the state to persons not in' terested, or not enough interested in their proper manage- ment.
There is one thing, however, which the government owes to itself and to the community; at least to all that part of it who are not stockholdersj which is to reserve to itself a right of ascertaining, as often as may be neces- sary, the state of the bank, excluding, however, all pre- tension to control. This right forms an article in the primitive constitution of the bank of North-America, and its propriety stands upon the clearest reasons. If the pa- per of a bank is to be permitted to insinuate itself into all the revenues and receipts of a countryj if it is even to be tolerated as the substitute for gold and silver-in all the transactions of business; it becomes, in either view, a national concern of'the first magnitude. As such, the ordinary rules of prudence require, that the government should possess die means of ascertaining, whenever it thinks fit, that so delicate a trust is executed with fidelity And care. A right of this nature, is not only desirable as it respects die governmentj but it ought to he equally so to all those concerned in the institution; as an additional tide to public and private confidencej and as a thing which can only be formidable to practices that imply mis- management. The presumption must always be, that the characters who would be intrusted with the exercise of this right on behalf of the government, will not be defi- cient in the*. discretion which it may require; at least the,'
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admitting of this presumption cannot be' deemed tod great a return of confidence for that very-large portion of if which the government is required to place in the bantu
Abandoning! therefore, ideas which however agreeable or desirable, are neither practicable nor safe, the follow lowing plan for the constitution of a National Bank/is respectfully submitted to the consideration of the house.
I. The capital stock-of the hank shall not exceed ten - millions of dollars, divided into twenty-five thousand shares, each share being four hundred dollars; to raise which sum, subscriptions shall be opened on the first Monday of April next; and shall continue open until the whole shall be subscribed. Bodies politic, as well as in*
dividuals, may subscribe.
II. The- amount of each share shall be payable, one
fourth in gold and silver coin, and three fourths in that part of the public debt, which, according to the loan pro* posed fry the act making provision for the debt of the United States, shall hear sn accruing interest at the tint*- of payment of six per centum per annum.
III. The respective sums subscribed, shall be payable in four equal parts, as well specie as debt, in succession* and at the distance of six calendar months from <<ach other; the first payment to be made at the time of sub* scription. If there shall be' a failure in any subsequent payment, the parly failing shall lode the benefit of any dividend which may have accrued prior to the time for Waking such payment, and duringtikedelay of the sanje.
IV. The subscribers to the bank, and their successors* shall he incorporated, and shall so continue, until the final redemption of that part of its stock whieh shall consist of the public debt.
Y. The capacity of the corporation to hold real and personal estate, shall be limited to fifteen millions of dol* lars, including the amount of its capital or original stock* The lands and tenements whieh it shall be permitted to hold, shall be only such as shall be requisite for the im*. mediate accommodation of the institution | and sneh as shall have been bona fide mortgaged-to it by way of seen*
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<<tty, OF conveyed to it is satisfection. of debts previeasly
contracted* in the usual course of: its dealing's, or purchas- . ed at safes upon judgments which shall have been obtain-
ed for such debts.
VX The totality of the debts of the company, whether
by bond, bill, note, or other contract, (sredits fpv deposits excepted,) shall sever exceed the amount of. it& capital stock. In ease of excess, the directors, under whose ad- ministration it shall happen, shall be liable for itl a their private or separate capacities* Those who may have dis- sented, may excuse themselves fromfhis responsibility, by immediately giving notice of the fact and their dissent, to' the President of the United States, and to the stockhald- ers, at a general meeting to be called by the president of the bank, at their request.
Til. The company may sell or demise its lands and tenements, or may sell the whole or any part of the pub- . lie debt, whereof its stock shall consist; but shall-trade - ift nothing, except bilk of exchange, geld and silver bul- lion, or in the sale of goods' pledged for money lent: nor shall take more than at the rate of six per centum per an* nam, upon its loans or discounts.
Till. No loan shall be made by the bank, for the use, of on account of, the government of the United States, or of either of them, to an amount exceeding fifty thousand dollars, or of any foreign) prince or state j unless pre- viously authorized by a law of the United States.
IX< The stock ofthe bank shall be transferable accord*
Jag to such rales as shall be instituted bytinecompany ia that behalf. -
: X. The affairs of the bank shall be under the manage- ment of twenty-five directors, one ofwhom shall be the pre'
<<ident. . And there shall be on the first Monday of Janua- ry, in each year, a choice of directors, by a plurality of suffrages of the stockholders, to serve for a year. The directors* at their first meeting after each election, shall ehoose. one' of their number as president.
XI. The number of votes to which each stockholder . shall fee entitled, shall be according to the number of
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shares he shall hold, in the proportions following:--that is to say, For one'share, and not more than two shares, one yote: For every two shares, above two, and not ex- ceeding 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 votej and for every ten shares, above one hundred, one vote: Bat HO person, co-partnership, or bo* dy politic, shall be entitled to a greater number than thirty votes. And after the first election, no share or shares shall confer a right of suffrage, which shall not have been, holden three calendar months previous to the day of election. Stockholders, actually resident within the^United States, and none other, may vote,in elections by proxy. ,. ,,
XII. Not more than three fourths of the directors in office,-exclusive of the president, shall be eligible for the next succeeding year. But the director who shall be president at the time of an election, may be always re- elected-
XIII. None but a stockholder, being a citizen of the United States, shall be eligible as a director.
XIV. Any number of stockholders not less than sixty, who together shall be proprietors of two hundred shares, or upwards, shall have power at any time to call a gene- ral meeting of the stockholders, for purposes relative to the institution; giving at least six weeks notice in two public gazettes of the place where. the bank,is kept, and specifying, in such notice, the object of the meeting.
XV. In ease of the death, resignation, absence from the United' States, or removal of a director by the stock- holders, his place may be filled by a new choice for the remainder ofthe year.
XVI. No director shall be entitled to any emolument, unless the same shall have been allowed by the stockhold- ers 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 reasonable*
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XVII.
Not less than seven directors shall constitute a board for the transaction of business.
XVIII. Every eashier, or treasurer, before he enters on the duties. of his office, shall be required to give bond, with two or more sureties, to the satisfaction of the direc- tors, in a sum. not less than twenty thousand dollars, with condition for his good behaviour.
XIX. Half yearly dividends shall be made of so much* of the profits of the bank, as shall appear to the directors adviseable. And onee in every three years the directors shall lay before the stockholders, at a general meeting, for their information, an exact and particular statement of the debts which shall have remained unpaid, after the ex> piration of the original credit, for a period of treble the term of that credit, and of the surplus of profit, if any, after deducting losses and dividends.
XX. The bills and notes of the bank originally made pay- able, or which shall have beeome payable on demands in gold and silver coin, shall be receivable in all payments to the United States.
XXI. The officer at the head of the treasury department of the United States, shall be furnished from time to time, as often as he may require, not exceeding oncer-a week, with statements of the amount of the eapitai stock of the bank, and of the debts due to the same, of the monies de- posited therein, of the notes in circulation, and of the cash in hand; and shall have a right to inspect such general ac- counts in the books of the bank, as shall relate to the said statements; provided that this shall not be construed to im- ply a right of inspecting the account of any private indi- vidual or individuals, with the bank.
XXII. No similar institution shall be established by any future act of the United States, during the continuance of the one hereby proposed to be established.
XXIII. It shall be lawful for the directors ofthe bank to establish offices, wheresoever they shall think fit, with- in the United States, for tbe purposes of discount and de- posit only, and upon the same terms, and in the same man-
ner, as shall be practised at the bank, and to commit the
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management ofthe said offices, and the making of the said discounts, either to agents specially appointed by them, or to stieh persons as may be chosen by the stockholders re- siding at the place where any such office shall be, under snfeft -agreements, and subjeetto such regulations as they shall deem proper; not being- contrary to law, or to the constitution of the bank.
XXIF. And lastly. T*te President ofthe United States shall be authorized to cause a subscription to be made to the stock of the said company, on behalf of the United
States, to an amount not exceeding two millions of dollars, to be paid out of the monies which shall -be borrowed by 'virtue of either of the acts, the one entitled, ** An act ma- lting provision for the debt of the United States," and the -other entitled, t* An act making provision for the reduc- tion of the public debt," borrowing of the bank an equal sum, to he applied to the purposes for which the said mo- nies shall have been procured, reimhurseahle in ten years &y equal annual instalmentsj or at any time sooner, or in any greater proportions, that the government may think fit.
The reasons for the several provisions contained in the foregoing plan,' . have been so far anticipated, and will, for ? the most part, be so readily suggested by the nature of (those provisions, that any . comments which need further
-be made, -Will be both few-and -concise.
The combination ofa portion of the public debt, in the
formation of the capital, is the principal. thing of which an -explanation is-requisite. The chief-object of this'is, to en- able the creation-of a capital sufficiently large to be the -basis ofan extensive circulation, and an adequate security for it. As has been elsewhere remarked, the original plan of the bank of North-America, contemplated a capital of ten millions of dollars, which is certainly not-too'broad a foundation for the extensive operations to which a na- tional bank is destined. But to collect such a sum in this country in gold and siver, into one depository, may, without hesitation, be pronounced, impracticable. Hence the neces-
sity ofan auxiliary, which the public debt atonce presents. This -part of ihte fond wiUfee-<<b? ays ready to come m
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aid <<f the specie. It will more and stare command a ready sale 5 and can therefore expeditiously lie turned in* to coin, if an exigency of the bank snaiUd at any time re- quire k. This quality of prompt convertibility into eoin, renders it an equivalent for that necessary agent of bank eireulation; and distinguishes it from a fund in land, of which the sale would generally be far less compendious, and at great disadvantage. The quarter-yearly receipts of interest, mil also he an actual additidn to the specie fund, during the intervals between them and the half year* ly dividends of profits. The objection to combining land with specie, resulting from their not being generally in possession of the same persons, does not apply to . the deljt, whieh will alwaysfeefound in considerable quantity among
the moniedand trading people.
The debt composing pact of the capital* besides its col* lateral effect in enabling the bank to extend its operations; and consequently to . enlarge its profits, will produce a di* reet annual revenue of six per centum from the govern- ment, whieh will enter into the half yearly dividends re- ceived bythe stockholders.
Wheat the present price of the public debt is considered* and the effect which its conversion into bank stock* iacor- porated with a specie fund* would in all probability have to accelerate its rise to the proper point* it will easily be discovered, that the operation presents in its outset a very considerable advantage to those who may become subseri^ hers,; and from the influence which that, rise would have on the general mass of the debt, a proportional benefit to all the public creditors, and in a sense whieh has been more than once adverted to* to the community at large.
These is an important fact* which exemplifies the Wit- ness of the public debt, for a bank fund* and whieh may serve to remove doubts in lome minds on this point. It is this* that the bank of England* in its first erection, rest- ed wholly on that foundation. The subscribers to a loan to government of one million two hundred thousand pounds sterling* were incorporated as a bank ,* of which th4 debt created by the loan and the interest upon it, were the sob*
T
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- bederivedfromexperience,istheonlycircumstancecom- mon to both, which pleads against rotation in the directing officers of a bank.
But the objects of the government of a nation, and those of the government of a bank, are so widely different, as greatly to weaken the foree of that consideration, in re- ference to the latter. Almost every important ease of le- gislation requires, towards a right decision, a general and accurate acquaintance with the affairs of the state; and habits of thinking seldom acquired but from a familiari- ty with public concerns. The administration of a bank, on the contrary, is regulated by a few simple fixed max- im*, the application of which is not difficult to any man of judgment, especially if instructed in the principles of trade. It is in general a constant succession of the same
details.
But though this be the ease, the idea of the advantages
of experience, is not to be slighted: Room ought to be left for the regular transmission of official informationj and for this purpose', the head of the direction ought to be excepted from the principle of rotation. With thisr exception, and with the aid of the information of the sub- ordinate officers, there can be no danger of any ill effects from want of experience, or knowledge; especially as the periodical exclusion ought not to reach the whole of the
directors at one time.
The argument in favour of the principle of rotation is this; that by lessening' the danger of combinations among the directors, to make the institution subservient to party views, or to the accommodation, preferably, of any parti- cular get of men, it will render the public confidence more Arm, stable, and unqualified.
When it is considered, that the directors of a bank are not elected bytinegreat body of the community, in which a diversity of views will naturally prevail, at different con- junctures ; but by a small arid select class of men,' among whom it is far more easy to cultivate a steady adherence to the same persons and objects; and that those directors
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have it in their power so immediately to conciliate, by ob- liging the most influential of this class, it is easy to per- ceive, that without the principle of rotation, changes in that body can rarely happen, but as a concession which they, may themselves think it expedient to make to pub- lie qpinion.
The continual administration of an institution of this kind, by the same persons, will never fail, with or withT out cause, from their conduct* to excite distrust and dis- content. The necessary secrecy of their transactions, gives unlimited scope to imagination to infer that some- thing is, or may be, wrong. And this metdtable mystery is a solid reason for inserting in the constitution of a bank the necessity of a change of- men. As neither the mass of the parties interested, nor the public in general, can be permitted to be witnesses of the interior management of the directors, it is reasonable that both should have that cheek upon their conduct, and that security against
the . preyalency of a partial or pernicious system, which will be produced by the certainty of periodical changes. Sueh too is the delicacy of the credit of a bank, that everything which can. 'fortify. confidence and repel sus- picion, without injuring its operations, ought carefully to be sought after in its formation.
A further consideration in favour of a change, is the improper rule, by which the right of voting for directors is regulated in the plan upon which the bank of North- America "was originally constituted; namely, a vote for each sham, and the want of a rule in the last charter j
unless the silence of it on that point, may signify that every stockholder is to have an equal and a single vote, which would be a rule in a different extreme, not less er- roneous. It is' of importance that a rule should be es- tablished on this head, as it is one of those things which ought not to be left to discretion$ and it is consequently of equal importance, that the rule should be a proper one,
A vote for each share, renders a combination between a few principal stockholders, to monopolize the power and
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benefits of the bank, too easy. An equal vote to each stockholder, however great or small bis interest in the institution, allows not that degree of weight to large stockholders, which it is reasonable they should have, and which perhaps their security, and that of the bank, require. A prudent mean is to be preferred. A conviction ofthis, has produced a by-law of the corporation of the bank of Worth-America, which evidently aims at such a mean. But a reflection arises here, that a like majority with that which enacted this law, may at any moment repeal it.
The last inducement which shall be mentioned, is the want of precautions to guard against a foreign influence insinuating itself into the direction of the bank. It seems scarcely reeoneileable with a due caution, to permit, that any but citizens should be eligible, as directors of a na- tional bank, or that non-resident foreigners should bo able to influence the appointment of directors, by the votes of
their proxies. In the event, however, of an incorpora- tion of the bank of North-America, in the plan, it may be necessary to qualify this principle, so as to leave the right of foreigners, who now hold shares of its stock, un- impaired, but without the power of transmitting the pri- vilege in question, to foreign alienees.
It is to be considered, that such a bank is not a mere matter of private property, but a political machine of the greatest importance to the state.
There are other variations from the constitution of the bank of North-America, not of inconsiderable moment, which appear desirable, but which are not of magnitude enough to claim a preliminary discussion: These will be seen in the plan whieh will be submitted in the sequel.
If the objections which have been stated, to the consti- tution of the bank of North-America, are admitted to be well founded, they will nevertheless not derogate from the merit of the main design, or of the serviees which that bank has rendered, or of the benefits whieh it has produc- ed. The creation of such an institution, at the time it took place, was a measure dictated by wisdom. Its utili-
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ty has been amply evinced hy its 'fruits--American iade- pendenee owes much to it--And it is very conceivable, that reasons of the moment, may have rendered those fea- tures in it inexpedient, which a revision with a permanent view, suggests a| desirable.
The-ordetf of the subject, leads next to an inquiry into the principles upon which a national bank ought to be or- ganized.
Tile situation of the United States naturally inspires a wish, that the form of the institution could admit of a plurality of branches. But various considerations dis- courage from pursuing this idea. The complexity of such a plan would be apt to inspire doubts, which might deter from adventuring hi it: And the practicability of a safe and orderly 'administration, though not to be abandoned as desperate, cannot be made so manifest in perspective, as
to promise the removal of those doubts, or to justify the government in adopting the idea as an original experi- ment. * The most that would seem adviseable, on this pojnt, is to insert a provision, which may lead to it here- after, if experience shall more -clearly demonstrate its utility, and satisfy those/who may have the direction, that it may be adopted with safety. It is eertain, that it would have some advantages, both peculiar and important. . -- Besides more general accommodation, it would lessen the danger of a run upon the bank.
The argument against it is, that each branch must be under a distinct, though subordinate direction, to which a considerable latitude of discretion must of necessity be intrusted. And as the property of the whole institution would be liable for the engagements of each part; that, and its credit, would be at stake upon the prudence of the directors of every part. The mismanagement of either branch might hazard serious disorder in the whole.
Another wish, dictated by the particular situation (C)f the country, is, that the bank could be so constituted as to be made an immediate instrument of loans to the proprietors of land j but this wish alsfryields to the difficulty of awe<<-
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plishing it. Land is alone an unfit fund for a bank circu- lation i If the notes issued upon it were not to be payable in coin, on demand, or at a short date, this would amount to nothing more than a repetition of the paper emissions, which are now exploded by the general voice. If the notes are to be payable in coin, the land must first be converted into it, by sale' or mortgage. The difficulty of effecting the latter, is the very thing which begets the de- sire offindinganother resource; and the former would not be practicable on a sudden emergency, but with sacrifices which, would make the cure worse than the disease. Nei- ther is the idea of constituting the fund partly of coin and partly of land, free from impediments : these two species of property do not, for the most part, unite in the same hands. Will the monied man consent to enter into a part- nership with the landholder, by which the latterjwill share
in the profits which will be made by the money of theformer ? The money, it is evident, will be the agent or efficient cause of the profits--the land can only be regarded as an additional security. It is not difficult to foresee, that an union, on such terms, will not readily be formed. 'If the landholders are to procure the money by sale or mortgage of-a part of their lands, this they can as well do, when the stock consists wholly of money, as if it were to be compounded of money and land.
To procure for the landholders the assistance of loans, is Hie great desideratum. Supposing other difficulties sur- mounted, and a fund created, composed partly ofcoin and partly of land, yet the beneftt contemplated could only then
' be obtained, by the bank's advancing them its notes for the whole, or part of the value of the lands they had sub- scribed to the stock. If this advanee was small, the relief
aimed at would not be given; if it was large, the quantity of notes issued would be a cause of distrust, and, if re- ceived at all, they would be likely to return speedily upon the bank for payment; which, after exhausting its coin", might be under the necessity of turning its lands into money, at any price that could be ^obtained for them, to the irreparable prejudice of the proprietors.
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- Considerations of public advantage snggest 9 *W$her Jffiah, wMeb is, ttot the bank could be established upon principles,that would cause fte pwflts of it to rewound tp *he immediate benefit of the-state. This is contemplated bj many who speak of a national bank, but the idea seem? liable to insuperable objections. To attach full confidence to an institution of this nature, it appears to he an essential ingredient in its structure, that it shall be under a ? private,
not a pttWfe direction, under the guidance of, &i. in>idwd rnterent, not of pwpKc poUoy ; whiejh would be supposed to be, and in certain emergencies, under a feeble or too sanr guine administration, would really be, ljabje to being top HMueh influenced by js>>6K? ? {? &$$%. f h * suspicion of this* would most probably be a canker that would continually porode the yitajs -of the credit of the bank, and'would be piofet likely to prpve fatal inthose situations in which the. public good would require that they . should be most sound ? atfd -Rigorous, It would* indeed* be little less than a mte- $ele, should the credit of the bank be at the disposal'of ? he government* if in a long series of time, there was not experienced a calamitous abuse of it. It is tine, that k
wonld be the real interest of thegovernment net to abuse yt 5 its genuine policyto-husband and cherish it with the most . guarded circumspection, as an inestimable treasure. . But what government ever- uniformly consulted its true Interests, in opposition tp the temptations of momentary exigencies? What nation was pver blessed with a constant
succession of upright and wise administrators ?
Tjae keen* steady, wad *>> i t were, magnetic sense oftheir own interest as proprietors, in the directors of abankj . pointing invariable to its true pole, the prosperity of the Institution j is the only . security that can always be relied iupon for a careful <<md prudent administration. It is, therefore, the only basis on which an enlightened, unqual- ified, and permanent confidence, pan be expected tp be erect-
"<<sd and maintained. '
The precedents ofthe banks established in several cities
>>f Europe; Amsterdanv Hamburg, and others; may . as
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seem to militate against this position* Without a precise knowledge of all the peculiarities (C)f their respective con- stitutions* it is difficult to pronounce how far this may be the case. That of Amsterdam, however, which we best know, is rather under a municipal than a governmental direction. Particular magistrates of the e? ty, not officers
ofthe republic, have the management of it. It is also a bank of deposit, not of loan, or circulation; consequently, less liable to abuse, as well as less useful. Its general business consists in receiving money for safe keeping, which if not called for within a certain time, becomes a part ofits stock, and irreclaimable: But a credit is given for it en the books of the bank, which being transferable, answers all the purposes of money.
The directors being- magistrates of the eity, and th(C) stockholders, in general, its most influential citizens j it is evident, that the principle of private interest must be pre- valent in the management of (he bank. And it is equally evident, that from the nature of its operations, that princi- ple is less essential to it, than to an institution constituted with a view'to the accommodation of the public and indi- viduals, by direct loans and a paper circulation. f
As far as may concern the aid of the bank, within the proper limits, a good government has nothing more to wish for, than it will always possess 5 though the management be in the hands of private individuals. As the institution, if rightly constituted, must depend for its renovation from time to time on the pleasure of the government, it will not be likely to feel a disposition to render itself by its con- duct, unworthy of public patronage. The government too,
'in the administration of its finances, has it in its power to reciprocate benefits to the bank, of not less importance than, those which the bank affords to the government, and which, besides, are never unattended with an immediate and adequate compensation. Independent of these more particular considerations, the natural weight and influence of a good government will always go far towards procuring a compliance with its desires j and as the directors will usually be composed of some of the most discreet, re-
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speetable, and ^ell-kforaed citizens, it can hardly ever he difficult to make them sensible of the force of the in- ducements which ought to stimulate their exertions.
? It Drill net follow, from what has been said, that the state may not be the holder of a part of the stoek of a bank, and consequently a sharer in the profits of it. It will only follow, that it ought not to desire any participa- tion in the direction of it, and therefore, ought not to own the whole or a principal part of the stoek ,? for if the mass of the property should belong to the public, and if the. direction of ft should be in private hands, this would be to commit the interests of the state to persons not in' terested, or not enough interested in their proper manage- ment.
There is one thing, however, which the government owes to itself and to the community; at least to all that part of it who are not stockholdersj which is to reserve to itself a right of ascertaining, as often as may be neces- sary, the state of the bank, excluding, however, all pre- tension to control. This right forms an article in the primitive constitution of the bank of North-America, and its propriety stands upon the clearest reasons. If the pa- per of a bank is to be permitted to insinuate itself into all the revenues and receipts of a countryj if it is even to be tolerated as the substitute for gold and silver-in all the transactions of business; it becomes, in either view, a national concern of'the first magnitude. As such, the ordinary rules of prudence require, that the government should possess die means of ascertaining, whenever it thinks fit, that so delicate a trust is executed with fidelity And care. A right of this nature, is not only desirable as it respects die governmentj but it ought to he equally so to all those concerned in the institution; as an additional tide to public and private confidencej and as a thing which can only be formidable to practices that imply mis- management. The presumption must always be, that the characters who would be intrusted with the exercise of this right on behalf of the government, will not be defi- cient in the*. discretion which it may require; at least the,'
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admitting of this presumption cannot be' deemed tod great a return of confidence for that very-large portion of if which the government is required to place in the bantu
Abandoning! therefore, ideas which however agreeable or desirable, are neither practicable nor safe, the follow lowing plan for the constitution of a National Bank/is respectfully submitted to the consideration of the house.
I. The capital stock-of the hank shall not exceed ten - millions of dollars, divided into twenty-five thousand shares, each share being four hundred dollars; to raise which sum, subscriptions shall be opened on the first Monday of April next; and shall continue open until the whole shall be subscribed. Bodies politic, as well as in*
dividuals, may subscribe.
II. The- amount of each share shall be payable, one
fourth in gold and silver coin, and three fourths in that part of the public debt, which, according to the loan pro* posed fry the act making provision for the debt of the United States, shall hear sn accruing interest at the tint*- of payment of six per centum per annum.
III. The respective sums subscribed, shall be payable in four equal parts, as well specie as debt, in succession* and at the distance of six calendar months from <<ach other; the first payment to be made at the time of sub* scription. If there shall be' a failure in any subsequent payment, the parly failing shall lode the benefit of any dividend which may have accrued prior to the time for Waking such payment, and duringtikedelay of the sanje.
IV. The subscribers to the bank, and their successors* shall he incorporated, and shall so continue, until the final redemption of that part of its stock whieh shall consist of the public debt.
Y. The capacity of the corporation to hold real and personal estate, shall be limited to fifteen millions of dol* lars, including the amount of its capital or original stock* The lands and tenements whieh it shall be permitted to hold, shall be only such as shall be requisite for the im*. mediate accommodation of the institution | and sneh as shall have been bona fide mortgaged-to it by way of seen*
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<<tty, OF conveyed to it is satisfection. of debts previeasly
contracted* in the usual course of: its dealing's, or purchas- . ed at safes upon judgments which shall have been obtain-
ed for such debts.
VX The totality of the debts of the company, whether
by bond, bill, note, or other contract, (sredits fpv deposits excepted,) shall sever exceed the amount of. it& capital stock. In ease of excess, the directors, under whose ad- ministration it shall happen, shall be liable for itl a their private or separate capacities* Those who may have dis- sented, may excuse themselves fromfhis responsibility, by immediately giving notice of the fact and their dissent, to' the President of the United States, and to the stockhald- ers, at a general meeting to be called by the president of the bank, at their request.
Til. The company may sell or demise its lands and tenements, or may sell the whole or any part of the pub- . lie debt, whereof its stock shall consist; but shall-trade - ift nothing, except bilk of exchange, geld and silver bul- lion, or in the sale of goods' pledged for money lent: nor shall take more than at the rate of six per centum per an* nam, upon its loans or discounts.
Till. No loan shall be made by the bank, for the use, of on account of, the government of the United States, or of either of them, to an amount exceeding fifty thousand dollars, or of any foreign) prince or state j unless pre- viously authorized by a law of the United States.
IX< The stock ofthe bank shall be transferable accord*
Jag to such rales as shall be instituted bytinecompany ia that behalf. -
: X. The affairs of the bank shall be under the manage- ment of twenty-five directors, one ofwhom shall be the pre'
<<ident. . And there shall be on the first Monday of Janua- ry, in each year, a choice of directors, by a plurality of suffrages of the stockholders, to serve for a year. The directors* at their first meeting after each election, shall ehoose. one' of their number as president.
XI. The number of votes to which each stockholder . shall fee entitled, shall be according to the number of
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shares he shall hold, in the proportions following:--that is to say, For one'share, and not more than two shares, one yote: For every two shares, above two, and not ex- ceeding 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 votej and for every ten shares, above one hundred, one vote: Bat HO person, co-partnership, or bo* dy politic, shall be entitled to a greater number than thirty votes. And after the first election, no share or shares shall confer a right of suffrage, which shall not have been, holden three calendar months previous to the day of election. Stockholders, actually resident within the^United States, and none other, may vote,in elections by proxy. ,. ,,
XII. Not more than three fourths of the directors in office,-exclusive of the president, shall be eligible for the next succeeding year. But the director who shall be president at the time of an election, may be always re- elected-
XIII. None but a stockholder, being a citizen of the United States, shall be eligible as a director.
XIV. Any number of stockholders not less than sixty, who together shall be proprietors of two hundred shares, or upwards, shall have power at any time to call a gene- ral meeting of the stockholders, for purposes relative to the institution; giving at least six weeks notice in two public gazettes of the place where. the bank,is kept, and specifying, in such notice, the object of the meeting.
XV. In ease of the death, resignation, absence from the United' States, or removal of a director by the stock- holders, his place may be filled by a new choice for the remainder ofthe year.
XVI. No director shall be entitled to any emolument, unless the same shall have been allowed by the stockhold- ers 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 reasonable*
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XVII.
Not less than seven directors shall constitute a board for the transaction of business.
XVIII. Every eashier, or treasurer, before he enters on the duties. of his office, shall be required to give bond, with two or more sureties, to the satisfaction of the direc- tors, in a sum. not less than twenty thousand dollars, with condition for his good behaviour.
XIX. Half yearly dividends shall be made of so much* of the profits of the bank, as shall appear to the directors adviseable. And onee in every three years the directors shall lay before the stockholders, at a general meeting, for their information, an exact and particular statement of the debts which shall have remained unpaid, after the ex> piration of the original credit, for a period of treble the term of that credit, and of the surplus of profit, if any, after deducting losses and dividends.
XX. The bills and notes of the bank originally made pay- able, or which shall have beeome payable on demands in gold and silver coin, shall be receivable in all payments to the United States.
XXI. The officer at the head of the treasury department of the United States, shall be furnished from time to time, as often as he may require, not exceeding oncer-a week, with statements of the amount of the eapitai stock of the bank, and of the debts due to the same, of the monies de- posited therein, of the notes in circulation, and of the cash in hand; and shall have a right to inspect such general ac- counts in the books of the bank, as shall relate to the said statements; provided that this shall not be construed to im- ply a right of inspecting the account of any private indi- vidual or individuals, with the bank.
XXII. No similar institution shall be established by any future act of the United States, during the continuance of the one hereby proposed to be established.
XXIII. It shall be lawful for the directors ofthe bank to establish offices, wheresoever they shall think fit, with- in the United States, for tbe purposes of discount and de- posit only, and upon the same terms, and in the same man-
ner, as shall be practised at the bank, and to commit the
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management ofthe said offices, and the making of the said discounts, either to agents specially appointed by them, or to stieh persons as may be chosen by the stockholders re- siding at the place where any such office shall be, under snfeft -agreements, and subjeetto such regulations as they shall deem proper; not being- contrary to law, or to the constitution of the bank.
XXIF. And lastly. T*te President ofthe United States shall be authorized to cause a subscription to be made to the stock of the said company, on behalf of the United
States, to an amount not exceeding two millions of dollars, to be paid out of the monies which shall -be borrowed by 'virtue of either of the acts, the one entitled, ** An act ma- lting provision for the debt of the United States," and the -other entitled, t* An act making provision for the reduc- tion of the public debt," borrowing of the bank an equal sum, to he applied to the purposes for which the said mo- nies shall have been procured, reimhurseahle in ten years &y equal annual instalmentsj or at any time sooner, or in any greater proportions, that the government may think fit.
The reasons for the several provisions contained in the foregoing plan,' . have been so far anticipated, and will, for ? the most part, be so readily suggested by the nature of (those provisions, that any . comments which need further
-be made, -Will be both few-and -concise.
The combination ofa portion of the public debt, in the
formation of the capital, is the principal. thing of which an -explanation is-requisite. The chief-object of this'is, to en- able the creation-of a capital sufficiently large to be the -basis ofan extensive circulation, and an adequate security for it. As has been elsewhere remarked, the original plan of the bank of North-America, contemplated a capital of ten millions of dollars, which is certainly not-too'broad a foundation for the extensive operations to which a na- tional bank is destined. But to collect such a sum in this country in gold and siver, into one depository, may, without hesitation, be pronounced, impracticable. Hence the neces-
sity ofan auxiliary, which the public debt atonce presents. This -part of ihte fond wiUfee-<<b? ays ready to come m
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aid <<f the specie. It will more and stare command a ready sale 5 and can therefore expeditiously lie turned in* to coin, if an exigency of the bank snaiUd at any time re- quire k. This quality of prompt convertibility into eoin, renders it an equivalent for that necessary agent of bank eireulation; and distinguishes it from a fund in land, of which the sale would generally be far less compendious, and at great disadvantage. The quarter-yearly receipts of interest, mil also he an actual additidn to the specie fund, during the intervals between them and the half year* ly dividends of profits. The objection to combining land with specie, resulting from their not being generally in possession of the same persons, does not apply to . the deljt, whieh will alwaysfeefound in considerable quantity among
the moniedand trading people.
The debt composing pact of the capital* besides its col* lateral effect in enabling the bank to extend its operations; and consequently to . enlarge its profits, will produce a di* reet annual revenue of six per centum from the govern- ment, whieh will enter into the half yearly dividends re- ceived bythe stockholders.
Wheat the present price of the public debt is considered* and the effect which its conversion into bank stock* iacor- porated with a specie fund* would in all probability have to accelerate its rise to the proper point* it will easily be discovered, that the operation presents in its outset a very considerable advantage to those who may become subseri^ hers,; and from the influence which that, rise would have on the general mass of the debt, a proportional benefit to all the public creditors, and in a sense whieh has been more than once adverted to* to the community at large.
These is an important fact* which exemplifies the Wit- ness of the public debt, for a bank fund* and whieh may serve to remove doubts in lome minds on this point. It is this* that the bank of England* in its first erection, rest- ed wholly on that foundation. The subscribers to a loan to government of one million two hundred thousand pounds sterling* were incorporated as a bank ,* of which th4 debt created by the loan and the interest upon it, were the sob*
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