Art. 2d. Before the corporation is formed, and much more so before the subscription is opened, by which the company is to be determined, no authority can be bestowed under the corporation. At the same time, it must be remembered, that in circumstances like ours, the loss of time involves in it the loss of many advantages. It becomes necessary, therefore, to appoint individuals to manage the subscription and receive the money. Mr Clymer and Mr Nixon having been formerly directors of the Bank of Pennsylvania, and being thereby generally known in that line, their names naturally present themselves for this purpose.
Art. 3d & 4th. The difference as to payments of large and small, is so common an incitement to subscribers, on such occasions, as to speak for itself.
Art. 5th. The subscribers, it is expected, will consist of citizens of every State in the Union; and, possibly, foreigners may subscribe or purchase bank stock; therefore the necessity and propriety of enabling them to vote by proxy; and this being a monied institution, it is just that every share be entitled to a vote.
Art. 6th. As the stockholders will mostly be absent from the place where the bank is kept, the number of twelve seems quite sufficient for the direction, as they will generally be chosen from the residents, and there ought to be room left for rotation among these.
Art. 7th & 8th. This plan, if adopted, will be considered as the constitution of the Bank, and therefore necessary to establish in it the powers of government by by-laws, rules, and regulations, and making dividends out of the profits; it is meant that they should annually pay a dividend of five or six per cent to the proprietors of the stock, and then settling the accounts of the bank, declare publicly, if necessary to give credit and confidence, what capital remains after such dividend. It will be observed, that such dividends are confined to be made out of the profits; consequently, the capitals can never be touched.
Art. 9th. When the directors, by paying a dividend out of the profits, establish the credit of the bank firmly in the minds of the stockholders, and by declaring the capital stock at the same time to be increased, give it equal confidence in the general opinion, there is little doubt but they may open new subscriptions for increasing the capital with certainty of success.
Art. 10th, 11th & 12th. As credit is the soul of all operations of this kind, every precaution should be taken to support it. In the course of things, much of the private property of America may be dependent on the conduct of affairs at the bank. Care, therefore, should be taken to prevent fraud and mismanagement. If the transactions were opened to public inspection, it would be impossible to do the business amidst the continued interruption; besides that, in this way, the national enemies would be apprized of our resources and operations. It is necessary, therefore, by instituting a check, to guard against the ill consequences which lie in the way, as the public will have much connexion with the bank, and, at times, deposit considerable sums of money in it, and always be availing themselves of its credit. The check should be in the hands of that officer who is appointed to manage the monied interests of America.
Art. 13th & 14th. The penalties on fraud and embezzlement are derived from the same source, and are supported by the same reasoning.
Art. 15th & 16th. The necessity of incorporating the bank is obvious, and the propriety of rendering the office of a director honorable, rather than lucrative, arises from this circumstance, over and above the difference between motives of fame and interest, that at present, any adequate salaries would absorb the profits, and in future the care of their own interests as stockholders will be an additional inducement to the first characters to accept the direction, for it is not doubted but every subscriber will increase his capital in the bank, so soon as he finds not only the national advantages it will produce, but sees clearly his private interest advanced beyond his most sanguine expectations.