The Bank Bill that passed both Houses of Congress and received the Presidential Veto.

An Act
To incorporate the subscribers to the Fiscal Bank of the United States.

Be it enacted by the Senate and House of Representatives of the United States of America, in Congress assembled, That a Fiscal Bank of the United States shall be established in the District of Columbia, with a capital of thirty millions of dollars, divided into three hundred thousand shares, of one hundred dollars each share.  One hundred thousand shares shall be subscribed for by the United States, and the residue of the said capital may be subscribed and paid for by individuals, companies, corporations, or States, the said individuals being citizens of the United States, and the said companies and corporations being of the several States, or of these United States, or Territories thereof, in the manner hereinafter specified.  But Congress reserves to itself the power of augmenting the capital of the said bank, at any time after the first of January, 1851, by authorizing the addition thereto of a sum not exceeding twenty millions of dollars, divided into shares as aforesaid, which may be subscribed for, at not less than their par value, by the United States, or by any State, corporation, company, or individuals, in the manner directed by law:  Provided, That the United States shall not subscribe for more than one-third of the said additional capital.

Sec. 2.  And be it further enacted, That subscriptions for the sum of twenty millions of dollars, towards constituting the capital of the said bank, shall be opened on the first Monday of September next, at the following places, that is to say:
at Washington, in the District of Columbia;
at Portland, in the State of Maine;
at Portsmouth, in the State of New Hampshire;
at Boston, in the State of Massachusetts;
at Providence, in the State of Rhode Island;
at Hartford, in the State of Connecticut;
at Burlington, in the State of Vermont;
at New York, in the State of New York;
at New Brunswick, in the State of New Jersey;
at Philadelphia, in the State of Pennsylvania;
at Wilmington, in the State of Delaware;
at Baltimore, in the State of Maryland;
at Richmond, in the State of Virginia;
at Lexington, in the State of Kentucky;
at Cincinnati, in the State of Ohio;
at Raleigh, in the State of North Carolina;
at Nashville, in the State of Tennessee;
at Charleston, in the State of South Carolina;
at Savannah, in the State of Georgia;
at New Orleans, in the state of Louisiana;
at Indianapolis, in the State of Indiana;
at Mobile, in the State of Alabama;
at St Louis, in the State or Missouri;
at Springfield, in the State of Illinois;
at Detroit, in the State of Michigan;
at Natchez, in the State of Mississippi;
and at Little Rock, in the State of Arkansas.  And the said subscription shall be opened under the superintendence of five commissioners at Washington city, and of three commissioners at each of the other places aforesaid, to be appointed by the Secretary of the Treasury, who is hereby authorized to make such appointments, and shall continue open every day, from the time of opening the same, between the hours of ten o'clock in the forenoon and four o'clock in the afternoon, for the term of twenty days, exclusive of Sundays, when the same shall be closed;  and immediately thereafter, the commissioners, or any two of them, at the respective places aforesaid, shall cause two transcripts or copies of such subscriptions to be made, one of which they shall send to the Secretary of the Treasury, one they shall retain, and the original they shall transmit, within seven days from the closing of the subscriptions as aforesaid, to the commissioners at Washington city.  And on the receipt of the said, original subscriptions, or either of the said copies thereof, if the original be lost, mislaid, or detained, the commissioners at Washington aforesaid, or a majority of them, shall immediately thereafter convene, and proceed to take an account of the said subscriptions;  and if more then the amount of twenty millions of dollars shall have been subscribed, then the said last mentioned commissioners shall deduct the amount of such excess from the largest subscriptions, in such manner as that no subscription shall be reduced in amount while any one remains larger:  Provided, That if the subscription taken at either of the places aforesaid, shall not exceed two thousand shares, there shall be no reduction of such subscriptions, nor shall, in any case, the subscriptions taken at either of the places aforesaid, be reduced below that amount.  And, in case the aggregate amount of the said subscriptions shall exceed twenty millions of dollars, the said last mentioned commissioners, after having apportioned the same, as aforesaid, shall cause lists of the said apportioned subscriptions to be made out, including in each list the appointed subscription for the place where the original subscription was made, one of which lists they shall transmit to the commissioners, or one of them, under whose superintendence such subscriptions were originally made, that the subscribers may thereby ascertain the number of shares to them respectively apportioned as aforesaid;  and in case the aggregate amount of the said subscriptions made during the period aforesaid, at all places aforesaid, shall not amount to twenty millions of dollars, the subscriptions to complete the said sum shall be and remain open at Washington city, aforesaid, under the superintendence of the commissioners appointed for that place;  and the subscriptions may be then made by any individual, company, corporation, or State, for any number of shares, not exceeding in the whole the amount required to complete the said sum of twenty millions of dollars.

Sec. 3.  And be it further enacted, That it shall be lawful for any individual, company, corporation, or State, when the subscriptions shall be opened as heretofore directed, to subscribe for any number of shares of the capital of the said bank, not exceeding two thousand five hundred shares;  and that the sums so subscribed shall be payable and paid in bullion, in gold or silver coin of the United States, or in foreign coins, made and declared current in the United States, by the act of Congress of the 25th of June, 1834, entitled "An act regulating the value of certain foreign silver coins in the United States," and by the act of the 28th of June, 1834, entitled "An act regulating the value of certain gold coins within the United States," at the following rates, to wit:
the sovereign of Great Britain at ninety-four cents and sixty-two hundredths of a cent for each pennyweight;
the pieces of forty and twenty francs of France, at ninety-two cents and ninety-two hundredths of a cent for each pennyweight;
the doubloon and parts of Spain, at eighty-nine cents, and fifty one hundredths of a cent for each pennyweight;
the doubloon and parts of Mexico, at eighty-nine cents and fifty one hundredths of a cent for each pennyweight;
the doubloon and parts of Peru, at eighty-nine cents and seventy-one hundredths of a cent for each pennyweight;
the doubloon and parts of Chili, at eighty-nine cents and seventy-one hundredths of a cent for each pennyweight;
the doubloons of Bogota, Columbia, at eighty-nine cents and ninety-two hundredths of a cent for each pennyweight;
the doubloons of Popayan, Columbia, at eighty-eight cents and sixty-eight hundredths of a cent for each pennyweight;
the doubloons of 1837 and 1838 of New Grenada, at ninety cents and two hundredths of a cent for each pennyweight;
the doubloons, of Bolivia, at eighty-nine cents and ninety-two hundredths of a cent for each pennyweight;
the doubloons of Central America, at eighty-five cents and seventy-nine hundredths of a cent for each pennyweight;
the doubloons of La Plata, at eighty-four cents and twenty-four hundredths of a cent for each pennyweight;
the johannes and half of Portugal, at ninety four cents and forty-six hundredths of a cent for each pennyweight;
the crown (of 5,000 reis) and a half since 1838, of Portugal, at ninety-four cents and forty-six hundredths of a cent for each pennyweight;
the price (of 5,400 reis) of 1838 of Brazil, at ninety-four cents and forty-six hundredths of a cent for each pennyweight;
and in foreign silver coins at the value fixed upon them severally in the act first above named, or in Treasury notes of the United States, or in certificates of stock issued under the act entitled "An act authorizing a loan not exceeding the sum of twelve millions of dollars," approved July 21st, 1841.  And the payments made in treasury notes or in the said certificates of stock shall be paid and received at the par value thereof, including all interest which shall have accrued thereon on the day of such payment.  And the payments of the said subscriptions shall be made and completed by the subscribers respectfully at the time and in the manner following, that is to say:  at the time of subscribing there shall be paid ten dollars on each share in bullion, in gold or silver coin, in the Treasury notes of the United States, or in the said certificates of stock, and twenty-five dollars more in bullion, in coin, Treasury notes, or certificates of stock, as aforesaid, at the expiration of three calendar months from the first Monday in September, 1841;  and there shall be paid the further sum of twenty-five dollars on each share in bullion, in gold or silver coin, Treasury notes, or certificates of stock, as aforesaid, in eight calendar months from the first Monday in September, 1841;  and forty dollars more in bullion, in coin, Treasury notes, or certificates of stock, as aforesaid, at the expiration of twelve calendar months from the said first Monday.

Sec. 4.  And be it further enacted, That if, in consequence of the apportionment of the shares in the capital of the said bank among the subscribers, in the case and in the manner hereinbefore provided, any subscriber shall have delivered to the commissioners, at the time of subscribing, a greater amount of bullion, or gold or silver coin, Treasury notes, or certificates of stock than shall be necessary to complete the payments for the share or shares of such subscribers, apportioned as aforesaid, the commissioners shall only retain so much of the said bullion, or gold or silver coin, Treasury notes, or certificates of stock, as shall be necessary to complete such payments;  and shall forthwith, return the surplus thereof, on application for the same, to the subscribers lawfully entitled thereto.  And the commissioners, respectively, shall deposit the bullion, or gold and silver coin, Treasury notes, and certificates of stock, by them respectively received as aforesaid, from the subscribers to the capital of said bank, in some place of secure and safe keeping, so that the same may and shall be specifically delivered and transferred, as the same were by them respectively received, to the Fiscal Bank of the United States, or to their order, as soon as shall be required after the organization of the said bank.  And the said commissioners appointed to superintend the subscriptions to the capital of the said bank, as aforesaid, shall receive a reasonable compensation for their services, respectively, and shall be allowed all reasonable charges and expenses incurred in the execution of their trust, to be paid by the bank out of the funds thereof.

Sec. 5.  And be it further enacted, That no certificate of stock, or any subscription, or any right thereto, shall be transferred except by operation of law, until after the whole amount of the second instalment shall have been fully paid, and every contract or agreement made or entered into for the transfer of such stock, or for the holding the same in trust for the use of any other person, except the person in whose name it is subscribed in the books, or for whose use it is therein expressed, shall be wholly and absolutely null and void in law.  That it shall be lawful for the president, directors, and company of the said bank, to sell and transfer, for gold and silver coin, or bullion, Treasury notes and certificates of stock subscribed to the capital of the said bank, as aforesaid.

Sec. 6.  And be it further enacted, That at the opening of the subscription to the capital stock of the said bank, the Secretary of the Treasury shall subscribe, or cause to be subscribed, on behalf of the United States, the said number of one hundred thousand shares, amounting to ten millions of dollars, as aforesaid;  which said subscriptions, so made by the Secretary of the Treasury, as aforesaid, shall be paid in bullion, in gold or silver coin, or in stock of the United States, bearing interest at the rate of five per centum per annum;  and if payment thereof, or of any part thereof, be made in public stock, bearing interest as aforesaid, the said interest shall be payable half yearly, to commence from the time of making such payments on account of the said subscription;  and the principal of the said stock shall be redeemable in any sums, and at any periods, which the Government shall deem fit, after the expiration of fifteen years.  And the Secretary of the Treasury shall cause certificates of public stock to the amount of ten millions of dollars, to be prepared and made in the usual form, and shall at his discretion, and whensoever he shall think fit, sell the same for gold or silver coin, or bullion, at not less than the par value thereof, or he shall pay over and deliver three millions five hundred thousand dollars of the same to the said bank, on the first day of January, eighteen hundred and forty-two, and two millions five hundred thousand dollars on the first day of May, and four millions of dollars of the same on the first day of September, in the same year;  which said stock it shall be lawful for the said bank to sell and transfer for gold and silver coin, or bullion, at their discretion.  And if the Secretary of the Treasury shall sell the whole, or any part of the stock, he shall pay to the said bank gold and silver coin, or bullion, to the nominal amount of stock so sold in like instalments;  Provided, nevertheless, That if the amount of stock which may be offered for the subscription of individuals, or corporations, shall not be fully taken prior to the twentieth of December next, and the deficiency do not exceed one-third, the residue shall be subscribed for by the Secretary of the Treasury on behalf of the United States, and shall be sold by him as soon thereafter as he can obtain its par value;  and for which the Secretary of the Treasury is hereby authorized to issue stocks of the United States, in manner as before provided.

Sec. 7.  And be it further enacted, That the subscribers to the said bank, their successors and assigns, shall be, and they are hereby, created a corporation and body politic, by the name and style of "the Fiscal Bank of the United States," and shall so continue until the first day of June, in the year one thousand eight hundred and sixty-two;  and by that name shall be, and are hereby made able and capable in law, to have, purchase, receive, possess, enjoy, and retain to them and their successors, lands, rents, tenements, hereditaments, goods, chattels, and effects, of whatsoever kind, nature, and quality;  and the same to sell, grant, demise, alien, or dispose of;  to sue and be sued, plead and be impleaded, answer and be answered, defend and be defended, in all State courts having competent jurisdiction, and in any circuit court of the United States;  and also to make, have, and use a common seal, and the same to break, alter and renew at their pleasure;  and also to ordain, establish and put in execution, such by-laws and ordinances and regulations as they shall deem necessary and convenient for the government of the said corporation, not being contrary to the constitution thereof, or to the laws of the United States;  and generally to do and execute all and singular the acts, matters, and things which to them it shall or may appertain to do;  subject, nevertheless, to the rules, regulations, restrictions, limitations and provisions hereinafter prescribed and declared

Sec. 8.  And be it further enacted, That, for the management of the affairs of the said corporation, there shall be nine directors, three of whom shall be annually appointed by the President of the United States, by and with the advice and consent of the Senate, and six of whom shall be annually elected at the banking house in the city of Washington, on the first Monday of January in each year, by the qualified stockholders of the capital of said bank, other than the United States, and by a plurality of votes then and there actually given, according to the scale of voting hereinafter prescribed:  Provided always, That no member of Congress, or of the respective State Legislatures, and no officer or contractor of the Federal or State Governments, shall be a director in said bank or branches, and that no person being a director in the Fiscal Bank of the United States, or any of its branches, shall be a director of any other bank;  and should any such director act as a director in any other bank, it shall forthwith vacate his appointment in the direction of the Fiscal Bank of the United States;  and the directors so duly appointed and elected shall be capable of serving, by virtue of such appointment and choice, from the first Monday in the month of January of each year, until the end and expiration of the first Monday in the month of January of the year next ensuing the time of each annual election, to be held by the Stockholders as aforesaid.  And the board of directors annually, at the first meeting after their election, in each and every year, shall proceed to elect one of the directors to be president of the corporation, who shall hold the said office during the same period for which the directors are appointed and elected as aforesaid:  Provided, also, That the first appointment and election of the directors and president of the said bank shall be at the time and for the period hereinafter declared:  And provided also, That, in case it should at any time happen that an appointment or election of directors, or an election of the president of the said bank, should not be so made as to take effect on any day when, in pursuance of this act, they ought to take effect, the said corporation shall not for that cause be deemed to be dissolved;  but it shall be lawful at any other time to make such appointments, and to hold such elections, (as the case may be,) and the manner of holding the elections shall be regulated by the by-laws and ordinances of the said corporation;  and until such appointments or elections be made, the directors and president of said bank for the time being shall continue in office:  And provided, also, That in case of the death, resignation or removal of the president of the said corporation, the directors shall proceed to elect another president from the directors as aforesaid;  and in case of the death, resignation, or absence from the United States, or removal of a director from office, the vacancy shall be supplied by the President of the United States, or by the surviving directors, as the case may be;  but the President of the United States alone shall have power to remove either of the directors appointed by him as aforesaid.

Sec. 9.  And be it further enacted, That as soon an the sum of ten dollars on each share, in bullion, gold, or silver coin, Treasury notes, or certificates of stock, shall have been actually received on account of the subscriptions to the capital of the said bank, (exclusively of the subscriptions of aforesaid on the part of the United States,) notice thereof shall be given, by the persons under whose superintendence the subscriptions shall have been made at the city of Washington, in at least two newspapers printed in each of the places (if so many be printed in such places respectively) where subscriptions shall have been made;  and the said persons shall, at the same time, and in the like manner notify a time and place, within the said city of Washington, at the distance of at least thirty days from the time of such notification, for proceeding to the election of six directors, as aforesaid;  and it shall be lawful for such election to be then and there made.  And the President of the United States is hereby authorized, during the next session of Congress hereafter, to nominate, and, by and with the advice and consent of the Senate, to appoint three directors of the said bank, whether they be stockholders or not, anything in the provisions of this act to the contrary notwithstanding;  and the persons who shall be elected and appointed, as aforesaid, shall be the first directors of the said bank, and shall proceed to elect one of the directors to be president of the said bank;  and the directors and president of the said bank so appointed and elected, as aforesaid, shall be capable of serving in their respective offices, by virtue thereof, until the end and expiration of the first Monday of the month of January next ensuing the said appointments and elections;  Provided, That it shall and may be lawful for the President of the United States, as soon as ten dollars on each share are paid, in manner herein provided, to appoint three directors, who shall serve until they are superseded by appointments made by the President of the United States, by and with the advice and consent of the Senate, as hereinbefore provided:  And provided further, That as soon as the sum of six millions five hundred thousand dollars, in bullion, gold or silver coin, or in Treasury notes, or certificates of stock, shall have been actually received on account of the subscriptions to the capital of the said bank, (exclusively of the subscription of ten millions aforesaid on the part of the United States,) the operations of the same shall thenceforth commence and continue at the city of Washington.

Sec. 10.  And be it further enacted, That the directors, for the time being, shall have power to appoint such officers, clerks and servants, under them as shall be necessary for executing the business of the said corporation, and to allow them such compensation, for their services, respectively, as shall be reasonable, and shall be capable of exercising such other powers and authorities for the well governing and ordering of the affairs of the said corporation, as shall be prescribed, fixed, and determined by the by-laws, regulations, and ordinances of the same.

Sec. 11.  And be it further enacted, That the following rules, restrictions, limitations, and provisions, shall form and be fundamental articles of the constitution of said corporation, to wit:--

1st.  The number of votes to which the stockholders shall be entitled, in voting for directors, shall be according to the number of shares he, she, or they, respectively, shall hold, in the proportions following, that is to say: for one share, and not more than two shares, one vote;  for every two shares above two, and not exceeding ten, one vote, for every four shares above ten, and not exceeding thirty, one vote;  for every six shares above thirty, and not exceeding sixty, one vote;  for every eight shares above sixty, and not exceeding one hundred, one vote;  for every ten shares above one hundred, one vote;  but no person, co-partnership, or body politic shall be entitled to a greater number than sixty votes: and, after the first election, no share or shares shall confer a right of voting, which shall not have been holden three calendar months previous to the day of election;  no proxy to any officer of the bank, or of more than ninety days' standing, shall be valid;  no proxy shall have a right to give more than three hundred votes;  and stockholders actually resident citizens of the United States, and none others may vote in elections by proxy or otherwise;  and any person holding a proxy may be required by any stockholder, at the time of voting, to make oath that he believes his principal, in whose behalf he votes, to be the bona fide holder of the share or shares and that no sale or transfer has been made for the purpose of evading the scale of voting established by this act.

2d.  Not more than five-sixths of the directors elected by the stockholders, who shall be in office at the time of an annual election, shall be elected for the succeeding year;  and no director shall hold his office for more than five years out of six in succession;  but the director who shall be president at the time of an election, may always be re-appointed, or selected as the case may be.

3d.  None but a stockholder, resident citizen, shall be a director.  Not more then two directors shall be elected and not more than one appointed out of any one State: and they shall be paid by said bank such reasonable compensation for their services as the stockholders, at their annual meeting shall direct;  but the salary of the president shall be fixed by the directors.

4th.  Not less then five directors shall constitute a board for the transaction of business, of whom the president shall always be one;  and at least three of the five shall be of the directors elected by the stockholders;  and in case of sickness or necessary absence of the president, his place shall be supplied by any other director whom he, by writing, under his hand, shall depute for that purpose;  and the director so deputed may do and transact all the necessary business belonging to the office of the president of the said corporation, during the continuance of the sickness or necessary absence of the president.

5th.  A number of stockholders, not less than sixty, who, together, shall be proprietors of one thousand shares, or upwards, shall have power at any time to call a general meeting of the stockholders, for purposes relative to the giving at least four weeks' notice in the public newspapers of the place where the bank is seated, and specifying in such notice the object or objects of such meeting.

6th.  Each cashier or treasurer, before he enters upon the duties of his office, shall be required to give bond, with two or more sureties, to the satisfaction of the directors, in a sum not less than fifty thousand dollars, with a condition for his good behaviour, and the faithful performance of his duties to the corporation.

7th.  The lands, tenements, and hereditaments, which it shall be lawful for the said corporation to hold, shall be only such as shall be requisite for its immediate accommodation, in relation to the convenient transaction of its business, and such as shall have been purchased at sales upon judgments or decrees, or shall have been assigned or set off to said bank in satisfaction of said judgments or decrees, which shall have been obtained for debts due, or as have been bona fide mortgaged to it by way of security:  Provided, That no loan shall be made on the security of real estate;  nor shall the said corporation hold any one parcel of such lands or tenements, not necessary for the convenient transaction of its business, for a longer period than five years.

8th.  The total amount of debts which the said corporation shall at anytime owe, whether by bond, bill, note, or other contract, over and above the debt or debts due for money deposited in the bank, shall not exceed the sum of twenty-five millions of dollars, unless the contracting of any greater debt shall have been previously authorized by law.  In case of excess, the directors under whose administration it shall happen, shall be liable for the same in their natural and private capacities;  and an action of debt may, in such case, be brought against them, or any of them, their, or any of their heirs, executors, or administrators, in any court of record of the United States, by any creditor or creditors of the said corporation, and may be prosecuted to judgment and execution, any condition, covenant, or agreement, to the contrary notwithstanding;  but this provision shall not be construed to exempt the said corporation, or the lands, tenements, goods, or chattels of the same, from being also liable for, and chargeable with, the said excess.  Such of the said directors as may have been absent when the said excess was contracted or created, or who may have dissented from the resolution or act whereby the same was so contracted or created, may respectively exonerate themselves from being so liable by forthwith giving notice of the fact, and of their absence or dissent, to the President of the United States, and to the stockholders, at a general meeting, which they shall have power to call for that purpose.

9th.  The said corporation shall not directly or indirectly deal or trade in any thing except bills of exchange, gold or silver coin, or bullion, or goods, or lands purchased on execution, sued out on judgments, or decrees obtained for the benefit of said bank, or taken bona fide in the payment of debts due to it, or goods which shall be the proceeds of its lands.  It shall not be at liberty to purchase any public debt whatever, nor make any loan upon the pledge thereof, nor shall it take more than at the rate of six per centum per annum, for or upon its loans or discounts, nor shall the board of directors of the said corporation make donations or presents of its funds to any officer or director for any purpose whatever.

10th.  No loan shall be made by the said corporation, for the use or on account of the Government of the United States, to an amount exceeding one million of dollars, nor for any period exceeding one hundred and eighty days, or on account of any particular State, to an amount exceeding one hundred thousand dollars, or for any period exceeding one hundred and eighty days, unless previously authorized by a law of the United States.

11th.  The stock of the said corporation shall be assignable and transferable, according to such rules as shall be instituted in that behalf, by the by-laws and ordinances of the same.  Provided, No assignment or transfer of stock shall at any time be made to others than citizens of the United States, or corporations and companies of the several States, or of the United States, or Territories thereof;  and if otherwise made, the same shall be void, and the stock so unlawfully transferred shall be forfeited and accrue to the surplus fund of the bank.

12th.  The bills obligatory and of credit under the seal of the said corporation, which shall be made to any person or persons, shall be assignable by endorsement thereupon, under the hands of such person or persons, and his, her, or their executors, or administrators, and of his, her, or their assignee or assignees, and so as absolutely to transfer and vest the property thereof in each and every assignee or assignees successively;  and to enable such assignee or assignees, and his, her, or their executors, or administrators, to maintain an action thereupon, in his, her, or their own name or names:  Provided, That said corporation shall not make any bill obligatory, or of credit, or other obligation under its seal, for the payment of a sum less than five thousand dollars, or for a longer period than one year.

13th.  All bills or notes issued by order of the said corporation, signed by the president and countersigned by the principal cashier or treasurer thereof, promising the payment of money to any person or persons, his, her, or their order, or to bearer, although not under the seal of the said corporation, shall be binding and obligatory upon the same, in like manner, and with like force and effect as upon any natural person or persons, if issued by him, her, or them, in his, her, or their private or natural capacity or capacities, and shall be assignable and negotiable in like manner as if they were so issued by such natural person or persons;  that is to say: those which shall be payable to any person or persons, his, her, or their order, shall be assignable by endorsement, in like manner and with the like effect as foreign bills of exchange now are;  and those which are payable to bearer shall be assignable and negotiable by delivery only:  Provided, That all bills or notes so to be issued by said corporation shall be made payable on demand.

14th.  Half-yearly dividends may be made of so much of the profits of the bank as shall appear to the directors advisable, not exceeding three and a half per cent. for any one half year.  When a surplus beyond that limit shall have accumulated in the said bank to an amount exceeding two millions of dollars, the excess beyond that sum and beyond the annual dividends, as such excess accrues, shall be annually transferred and paid over to the Treasurer of the United States;  and, upon the expiration of this charter, any surplus which may be in the said bank, after the payment of dividends as aforesaid, and after reimbursing the capital of the stockholders, shall in like manner be paid into the Treasury of the United States.  If the dividends shall in any half year fall below the above limitation of three and a half per cent., the Secretary of the Treasury shall, out of the surpluses which shall have been previously paid over to the Treasurer, but out of no other funds or money in the Treasury of the United States, pay a sum sufficient to make up the deficiency.  The directors shall make no dividends except from the nett profits arising from the business of the corporation, and shall not at any time, or in any manner, pay to the stockholders, or any of them, any part of the capital stock of the said corporation;  nor shall they at any time, or in any way or manner, reduce the capital stock of the said corporation without the consent of Congress;  nor shall the said directors, either of the said principal bank or of any branch or office of discount and deposit, or any agency, discount or suffer to be discounted, or received in payment, or suffer to be received in payment, any note or other evidence of debt as a payment of or upon any instalment of the said capital stock actually called for and required to be paid, or with the intent of providing the means of making such payment;  nor shall any of the said directors receive or discount, or suffer to be received or discounted, any note or other evidence of debt, with intent of enabling any stockholder to withdraw any part of the money paid in by him on his stock;  nor shall the said directors apply, or suffer to be applied, any portion of the funds of the said corporation, directly or indirectly, to the purchase of shares of its own stock;  nor shall the said directors, or any of them, receive as a security for any loan or discount, or in payment or satisfaction of any debt due to the said corporation, except in the necessary course of collection of debts previously contracted in a bona fide manner in the ordinary course of its banking operations, and actually due and unpaid, any shares of the capital stock of the said corporation;  and any shares of the said capital stock so received in payment of any such debts shall be, in good faith, sold and transferred from the hands and ownership of the said corporation within ten months from the time of its transfer to and reception by the same, in the manner and for the purposes aforesaid;  nor shall the said directors, or any of them, receive from any other banking or other stock corporation shares of the stock of any such banking or other stock corporation, or any notes, bonds, or other evidences of debt issued by or upon the credit of such corporation, in exchange for the shares of stock, notes, bonds, or other evidences of debt of the corporation created by this act.

And the said directors, in determining what are "nett profits" of the said corporation, from which the dividends allowed by this article may be made, shall first deduct from the profits of the business of the said corporation all expenses paid or incurred, both ordinary and extraordinary, attending the management of the affairs, and the transaction of the business of the said corporation;  all interest paid, or then accrued, due and unpaid, on debts owing by the said corporation;  and all losses sustained by the said corporation;  and in the computation of such losses, all debts owing to the corporation shall be included which shall have remained due, without prosecution, and no interest shall have been paid thereon for more than one year, or on which judgments shall have been recovered that shall have remained for more than two years unsatisfied, and on which no interest shall have been paid during that period.  If there shall be a failure in the payment of any part of any sum subscribed to the capital of the said bank, the stockholder so delinquent shall lose the benefit of any dividend which may have accrued prior to the time for making such payment, and during the delay of the same.

15th.  Once in every year the directors shah lay before the stockholders, at a general meeting, or publish for their information, an exact and particular statement of the debts which shall remain unpaid after the expiration of the original credit, and of the surplus of the profits, if any, after deducting losses and dividends.

16th.  The directors of the said corporation shall establish one competent office of discount and deposit in any State in which two thousand shares shall have been subscribed, or may be held, whenever, upon application of the Legislature of such State, Congress may by law require the same.  And the said directors may also establish one or more competent offices of discount and deposit in any Territory or District of the United States, and in any State, with the assent of such State;  and when established, the said office or offices shall be only withdrawn or removed by the said directors prior to the expiration of this charter, with the previous assent of Congress:  Provided, in respect to any State which shall not, at the first session of the Legislature thereof held after the passage of this act, by resolution or other usual legislative proceeding, unconditionally assent or dissent to the establishment of such office or offices within it, such assent of the said State shall be thereafter presumed:  And provided, nevertheless, That whenever it shall become necessary and proper for carrying into execution any of the powers granted by the Constitution, to establish an office or offices in any of tge States whatever, and the establishment thereof shall be directed by law, it shall be the duty of the said directors to establish such office or offices accordingly.  And the said directors shall have power to commit the management of the said offices, and the business thereof, respectively, to such persons, and under such regulations as they may deem proper, not being contrary to law or to this charter.  Or, instead of establishing such offices, it shall be lawful for the directors of the said corporation, from time to time, to employ any agent or agents, or any other bank or banks, to be approved by the Secretary of the Treasury, at any place or places that the said directors may deem safe and proper, to manage and transact the business proposed as aforesaid, other than for the purposes of discount, and to perform the duties hereinafter required of the said corporation, to be managed and transacted by such officers, under such agreements, and subject to such regulations as they shall deem just and proper.  Not more than nine, nor less than five managers or directors of every office, established as aforesaid, shall be annually appointed by the directors of the said corporation, to serve one year.  The said managers or directors shall choose a president from their own number;  they shall be citizens of the United States, and residents of the State, Territory, or District wherein such office is established;  and at least one of the said managers or directors shall be ineligible to reappointment at the end of every first and each succeeding year;  but the president may be always reappointed.

17th.  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 once a week, with such statements of the condition and business of said corporation as he may specially direct;  and he shall also have a right to inspect, or cause to be inspected by some one by him duly authorized, all the books, papers, and accounts of the said corporation, of every kind, including the accounts of individuals, and to make, or cause to be made, an examination into the affairs, transactions, and condition of the corporation;  and the condition of the bank shall be published monthly, in such manner, and with such particularity as the Secretary of the Treasury shall direct.  And the said bank, and its offices of discount and deposit, shall be open at all times to the full and unrestricted inspection and examination of a committee of either House of Congress, a committee of the stockholders, and to each and all of the directors of the bank.  And, for the purpose of securing a full and unrestricted inspection and examination as aforesaid, the Secretary of the Treasury, or any one by him duly authorized, or a committee of either House of Congress, may respectively summon and examine, under oath, all the directors, officers, or agents of the said corporation, and of any branch or agency thereof, and such other witnesses as they may think proper, in relation to the affairs, transactions, and condition of the corporation;  and any such director, officer, agent, or other person, who shall refuse, without justifiable cause, to appear and testify when thereto required, as aforesaid, shall, on conviction, be subject to a fine not exceeding one thousand dollars, and imprisonment for a term not exceeding one year.  And upon the question of any loan or discount exceeding one thousand dollars, where the same is granted, if any member shall dissent, the vote shall be taken by ayes and noes, and shall be entered on the books of the bank, and be subject to the same inspection as the other proceedings of said bank;  and no part of the proceedings of the bank, nor any loans, discounts, or payments made by it, nor any order given by it, shall be concealed or kept secret from the Government directors, nor shall said directors be excluded from the free and full participation in all the transactions and business of the institution.

18th.  No note shall be issued of a less denomination than five dollars;  but Congress may hereafter, if it shall think fit, restrain the lowest denomination of notes to ten dollars;  nor shall the said bank knowingly increase the amount of the debts due to it, when the notes in circulation exceed three times the amount of specie in its vaults;  and whenever such excess takes place, it shall be the duty of the said corporation to return to such proportion as soon as shall be safe and practicable.

19th.  The debts due and becoming due to said bank shall never, at any one time, exceed the amount of the capital stock actually paid in, and seventy-five per cent. advance thereon.

20th.  No paper shall be discounted, or any loan made by said bank for a longer period than one hundred and eighty days;  nor shall any note, or bill, or other debt, or evidence of debt, be renewed or extended by any engagement or contract of said bank, after the time for which it was negotiated shall have expired.

21st.  The said bank shall not hold any public debt or stocks, or the stocks of any incorporated institution, unless taken for the security or in satisfaction of debts previously contracted.

22d.  The said bank shall not pay out the notes of any other bank, or anything except legal coin, or its own notes.

23d.  The directors of the said bank shall not, within the Ditrict of Columbia, discount any promissory note or bill of exchange, or make any loan whatever, except it be a loan to the Government of the United States according to the provisions of law.

24th.  All notes or bills, adopted and intended to circulate as money, shall be prepared under the direction of the parent institution at Washington, shall be signed as hereinbefore provided for, and shall be made payable at the banking-house in Washington, or at some one of the offices of discount and deposit, to be specified on the face of the note or bill, except notes of a denomination not exceeding ten dollars, which may be signed by the President and Cashier of any office of discount and deposit at which they may be issued and made payable, but shall nevertheless, be prepared at and authorized by the parent institution at Washington.  And no notes or bills but such as are prepared and signed, as aforesaid, shall be issued by any of the said offices of discount and deposit:  Provided, That nothing herein contained shall be so construed as to prohibit the said offices from selling drafts for fifty dollars and upwards, each, drawn and intended for the purpose of remittance.

The notes or bills of said corporation, although the same be upon their face, respectively, made payable at a particular place only, shall, nevertheless, be received by the said corporation, or at any of its offices of discount and deposit, when tendered in liquidation or payment of any debt or balance due to said corporation.

25th.  The officers of the corporation shall not be permitted to borrow money from the said corporation or contract any debt therewith in any manner whatever;  and no note or bill, of which such officer is maker, drawer, endorser, acceptor, or otherwise a party, shall be discounted:  Provided, That the entire liability of any one director of any of said offices to said corporation may exist to an amount not exceeding ten thousand dollars:  And provided also, That no note or bill shall be discounted for any member of either House of Congress of the United 13tates.

Sec. 12.  And be it further enacted, That if the said corporation, or any person or persons for or to the use of the same, shall deal or trade in buying or selling any goods, wares, merchandise, or commodities whatsoever, contrary to the provisions of this act, all and every person or persons, by whom any order or direction for so dealing or trading shall have been given, and all and every person or persons, who shall have been concerned as parties or agents therein, shall forfeit and lose treble the value of the goods, wares, merchandise and commodities, in which such dealing and trade shall have been;  one-half thereof to the use of the informer, and the other half thereof to the use of the United States, to be recovered in any action of law, with costs of suit.

Sec. 13.  And be if further enacted, That if the said corporation shall advance or lend any sum of money for the use, or on account of the Government of the United States, to an amount exceeding one million of dollars, or for the use or on account of any particular State, to an amount exceeding one hundred thousand dollars, (unless specially authorized by law) all and every person or persons, by and with whose order, agreement, consent, approbation and connivance, such unlawful advance or loan shall have been made, upon conviction thereof, shall forfeit and pay for every such offence treble the value or amount of the sum or sums which have been so unlawfully advanced or lent;  one-fifth thereof to the use of the informer, and the residue thereof to the use of the United States.

Sec. 14.  And be it further enacted, That the bills or notes of the said corporation originally made payable, or which shall have become payable on demand, shall be receivable in all payments to the United States, unless otherwise directed by act of Congress:  Provided, however, That if the said bank, or any of its branches, shall at any time suspend specie payments, or shall neglect or refuse to discharge, on demand, any and all of its liabilities in specie, then its bills or notes shall not, during such suspension, be received in payment of any debt or demand of the United States;  and such, suspension of specie payments shall be held and adjudged a cause of forfeiture of the charter hereby granted.

Sec. 15.  And be it further enacted, That during the continuance of this act, and whenever required by the Secretary of the Treasury, the said corporation shall give the necessary facilities for transferring the public funds from place to place within the United States, or the Territories thereof, and for distributing the same in payment of the public creditors, and shall also do and perform the several respective duties formerly required of the pension agents and commissioners of loans for the several States, or any one or more of them, without charging commissions, or claiming allowances on account of difference of exchange.

Sec. 16.  And be it further enacted, That the deposits of the money of the United States in places in which the said bank and branches thereof may be established, shall be made in said bank or branches thereof, unless Congress shall otherwise direct by law, and that all public moneys in deposit in said bank or standing on its books to the credit of the Treasurer, shall be taken and deemed to be in the Treasury of the United States, and all payments made by the Treasurer shall be in checks drawn on said bank:  Provided, That if the said bank shall suspend specie payments during the recess of Congress, it shall be the duty of the Secretary of the Treasury to provide for the safe-keeping of the public moneys until the action of Congress can be had thereon, and he shall report the same to Congress on the first day of the session next after such suspension.

Sec. 17.  And be it further enacted, That the said corporation shall not at any time suspend or refuse payment in gold and silver coin of any of its notes, bills, or obligations, nor of any moneys received upon deposit in said bank, or any of its offices of discount and deposit;  and if the said corporation shall at any time refuse or neglect to pay, on demand, any bill, note, or obligation, issued by the corporation according to the contract, promise or undertaking therein expressed, or shall neglect or refuse to pay, on demand, any moneys received in said bank, or in any of its offices aforesaid, on deposit, to the person or persons entitled to receive the same, then, and in every such case, the holder of any such note, bill, or obligation, or the person or persons entitled to receive and demand such moneys as aforesaid, shall respectively be entitled to receive and recover interest on the said bills, notes, obligations, or moneys, until the same shall be fully paid and satisfied, at the rate of twelve per cent. per annum, from the time of such demand aforesaid:  Provided, That Congress may, at any time hereafter, enact laws enforcing and regulating the recovery of the amount of the notes, bills, obligations, or other debts, of which payment shall have been refused as aforesaid, with the rate of interest above-mentioned, vesting jurisdiction for that purpose in any Courts of the United Mates, or Territories thereof, as they may deem expedient.

Sec. 18.  And be it further enacted, That if any person shall falsely make, forge, or counterfeit, or cause or procure to be falsely made, forged, or counterfeited, or willingly aid or assist in falsely making, forging or counterfeiting, any bill or note in imitation of, or purporting to be, a bill or note issued by order of said bank, or any order or check on the said bank or corporation, or any cashier thereof;  or shall falsely alter, or cause or procure to be falsely altered, or willingly aid or assist in falsely altering, any bill or note issued by order of the said bank, or any order or check on the said bank or corporation, or any cashier thereof;  or shall pass, utter, or publish, as true, any false, forged or counterfeit bill or note, purporting to be a bill or note issued by order of the said bank, or any false, forged, or counterfeited order or check upon the said bank or corporation, or any cashier thereof, knowing the same to be falsely forged or counterfeited;  or shall pass, utter, or publish, or attempt to pass, utter, or publish, as true, any falsely altered bill or note issued by order of the said bank, or any falsely altered order or check on the said bank or corporation, or any cashier thereof, knowing the same to be falsely altered, with intention to defraud the said corporation, or any other body politic or person;  or shall sell, utter, or deliver, or cause to be sold, uttered, or delivered, any forged or counterfeit note or bill in imitation of, or purporting to be, a bill or note issued by order of the said bank, knowing the same to be false, forged, or counterfeited, every such person shall be deemed and adjudged guilty of felony;  and being thereof convicted by due course of law, shall be sentenced to be imprisoned and kept to hard labor, for not less than three years, nor more than ten years;  or shall be imprisoned not exceeding ten years, and fined not exceeding five thousand dollars:  Provided, That nothing herein contained shall be construed to deprive the Courts of the individual States of a jurisdiction under the laws of the several States, over any offence declared punishable by this act.

Sec. 19.  And be it further enacted, That if any person shall make or engrave, or cause or procure to be made or engraved, or shall have in his custody or possession any plate, engraved after the similitude of any plate from which any notes or bills issued by the said corporation shall have been printed, with intent to use such plate, or cause or suffer the same to be used, in forging or counterfeiting any of the notes or bills issued by the said corporation;  or shall have in his custody or possession any blank note or notes, bill or bills, engraved and printed after the similitude of any notes or bills issued by said corporation, with intent to use such blanks, or cause or suffer the same to be used in forging or counterfeiting any of the notes or bills issued by the said corporation;  or shall have in his custody or possession any paper adapted to the making of bank notes or bills and similar to the paper upon which any notes or bills of the said corporation shall have been issued, with intent to use such paper, or cause or suffer the same to be used in forging or counterfeiting any of the notes or bills issued by the said corporation, every such person, being thereof convicted by due course of law, shall be sentenced to be imprisoned for a term not exceeding five years, and fined in a sum not exceeding one thousand dollars.

Sec. 20.  And be it further enacted, That if any officer, agent, or servant of the said bank, shall embezzle or appropriate to his own use any moneys, goods, effects, or funds of the said bank, with intent to cheat or defraud the said corporation, or shall make false entries upon the books of the said bank with intent to defraud the said corporation, or any other person whatsoever, such officer, agent, or servant, shall be fined at the discretion of the court, and imprisoned, not exceeding six years.

Sec. 21.  And be it further enacted, That no other bank shall be established by any further law of the United States during the continuance of the corporation hereby created:  Provided, That Congress may renew or modify the charters of the banks heretofore established within the District of Columbia, or establish other banks within and for the use of the said District, so that the aggregate capital of all the banks chartered for the said District shall not exceed the sum of five millions of dollars.  And, notwithstanding the expiration of the term for which the said corporation is created, it shall be lawful to use the corporate name, style and capacity, for the purpose of suits, and for the final settlement and liquidation of the affairs and accounts of the corporation, and for the sale and disposition of their estate, real, personal, and mixed;  but not for any other purpose or any other manner whatever, for a period exceeding two years after the expiration of the said term of incorporation.

Sec. 22.  And be it further enacted, That if the subscriptions and payments to said bank shall not be made and completed, so as to enable the same to commence its operations;  or, if the said bank shall not commence its operations on or before the first Monday in April next, then, and in that case, Congress may, at any time within twelve months thereafter, declare, by law, this act null and void.

Sec. 23.  And be it further enacted, That whenever a committee of either House of Congress, appointed to inspect the books and to examine into the proceedings of the corporation hereby created, shall report that the provisions of this charter have been by the same violated, or the President of the United States shall have reason to believe that the charter has been violated, it may be lawful for Congress to direct, or the President to order a scire facias to be sued out of the Circuit Court of the United States for the District of Columbia, in the name of the United States, (which shall be served upon the President of the corporation for the time being, at least fifteen days before the commencement of the term of said court,) calling upon the said corporation to show cause wherefore the charter hereby granted shall not be declared forfeited;  and it shall be lawful for the said court, upon the return of the said scire facias, to examine into the truth of the alleged violation;  and if such violation be made to appear, then to pronounce and adjudge that the said charter is forfeited and annulled;  Provided however, That every issue of fact which may be joined between the United States and the corporation aforesaid shall be tried by a jury.  And it shall be lawful for the court aforesaid to require the production of such of the books or papers of the corporation as it may deem necessary for the ascertainment of the controverted facts: and the final judgment of the court aforesaid shall be examinable in the Supreme Court of the United States by writ of error, and be there reversed or affirmed according to the usages of the law.

Sec. 24.  And be it further enacted, That if the said corporation shall assume or exercise any franchise or privilege, or attempt to carry on any business not allowed by this act, it shall be lawful for the Attorney General of the United States, under the direction of Congress, or of the President of the United States, to file an information in the nature of a bill in equity, in the Circuit Court of the United States for the District of Columbia, to restrain by injunction the said bank from assuming or exercising such franchise or privilege, or transacting such business.  And the said court may issue temporary or perpetual writs of injunction, direct such course of proceeding, and make all such orders and decrees, on such information as may be consonant with the course of such court in cases in equity;  Provided, That no final decree shall be made in any such case, unless the issues of fact joined therein shall be first found by a jury.  And that from such final decree, an appeal may be taken to the Supreme Court of the United States.

Passed the Senate, July 28, 1841.
Attest: Asbury Dickens, Secretary.
Passed the House of Representatives, August 6th, 1841.
John White, Speaker of the House of Representatives
Rejected by the President, August 16, 1841.

On August 19, 1841, the Senate attempted to over-ride the Presidential veto, but it failed even to come close to the required two-third majority (yeas, 25; nays, 24.)
Yeas:-- Messrs. Barrow, Bates, Bayard, Berrien, Choate, Clay of Kentucky, Doxin, Evans, Graham, Henderson, Huntington, Kerr, Magnum, Merrick, Miller, Morehead, Porter, Prentiss, Preston, Simmons, Smith of Indiana, Southard, Tallmadge, White, Woodbridge.
Nays:-- Messrs. Allen, Archer, Benton, Buchanan, Calhoun, Clay of Alabama, Clayton, Cuthbert, Fulton, King, Linn, McRoberts, Mouton, Nicholson, Pierce, Rives, Sevier, Sturgeon, Tappan, Walker, Williams, Woodbury, Wright, Young.

To the Senate of the United States:

The bill entitled "An act to incorporate the subscribers to the Fiscal Bank of the United States," which originated in the Senate, has been considered by me with a sincere desire to conform my action in regard to it to that of the two Houses of Congress.  By the Constitution it is made my duty either to approve the bill by signing it or to return it with my objections to the House in which it originated.  I can not conscientiously give it my approval, and I proceed to discharge the duty required of me by the Constitution--to give my reasons for disapproving.

The power of Congress to create a national bank to operate per se over the Union has been a question of dispute from the origin of the Government.  Men most justly and deservedly esteemed for their high intellectual endowments, their virtue, and their patriotism have in regard to it entertained different and conflicting opinions; Congresses have differed; the approval of one President has been followed by the disapproval of another; the people at different times have acquiesced in decisions both for and against.  The country has been and still is deeply agitated by this unsettled question.  It will suffice for me to say that my own opinion has been uniformly proclaimed to be against the exercise of any such power by this Government.  On all suitable occasions during a period of twenty-five years the opinion thus entertained has been unreservedly expressed.  I declared it in the legislature of my native State; in the House of Representatives of the United States it has been openly vindicated by me; in the Senate Chamber, in the presence and hearing of many who are at this time members of that body, it has been affirmed and reaffirmed in speeches and reports there made and by votes there recorded; in popular assemblies I have unhesitatingly announced it, and the last public declaration which I made--and that but a short time before the late Presidential election--I referred to my previously expressed opinions as being those then entertained by me.  With a full knowledge of the opinions thus entertained and never concealed, I was elected by the people Vice-President of the United States.  By the occurrence of a contingency provided for in the Constitution and arising under an impressive dispensation of Providence I succeeded to the Presidential office.  Before entering upon the duties of that office I took an oath that I would "preserve, protect, and defend the Constitution of the United States." Entertaining the opinions alluded to and having taken this oath, the Senate and the country will see that I could not give my sanction to a measure of the character described without surrendering all claim to the respect of honorable men, all confidence on the part of the people, all self-respect, all regard for moral and religious obligations, without an observance of which no government can be prosperous and no people can be happy.  It would be to commit a crime which I would not willfully commit to gain any earthly reward, and which would justly subject me to the ridicule and scorn of all virtuous men.

I deem it entirely unnecessary at this time to enter upon the reasons which have brought my mind to the convictions I feel and entertain on this subject.  They have been over and over again repeated.  If some of those who have preceded me in this high office have entertained and avowed different opinions, I yield all confidence that their convictions were sincere.  I claim only to have the same measure meted out to myself.  Without going further into the argument, I will say that in looking to the powers of this Government to collect, safely keep, and disburse the public revenue, and incidentally to regulate the commerce and exchanges, I have not been able to satisfy myself that the establishment by this Government of a bank of discount in the ordinary acceptation of that term was a necessary means or one demanded by propriety to execute those powers.  What can the local discounts of the bank have to do with the collecting, safe-keeping, and disbursing of the revenue? So far as the mere discounting of paper is concerned, it is quite immaterial to this question whether the discount is obtained at a State bank or a United States bank.  They are both equally local, both beginning and both ending in a local accommodation.  What influence have local discounts granted by any form of bank in the regulating of the currency and the exchanges? Let the history of the late United States Bank aid us in answering this inquiry.

For several years after the establishment of that institution it dealt almost exclusively in local discounts, and during that period the country was for the most part disappointed in the consequences anticipated from its incorporation.  A uniform currency was not provided, exchanges were not regulated, and little or nothing was added to the general circulation, and in 1920 its embarrassments had become so great that the directors petitioned Congress to repeal that article of the charter which made its notes receivable everywhere in payment of the public dues.  It had up to that period dealt to but a very small extent in exchanges, either foreign or domestic, and as late as 1823 its operations in that line amounted to a little more than $7,000,000 per annum.  A very rapid augmentation soon after occurred, and in 1833 its dealings in the exchanges amounted to upward of $100,000,000, including the sales of its own drafts; and all these immense transactions were effected without the employment of extraordinary means.  The currency of the country became sound, and the negotiations in the exchanges were carried on at the lowest possible rates.  The circulation was increased to more than $22,000,000 and the notes of the bank were regarded as equal to specie all over the country, thus showing almost conclusively that it was the capacity to deal in exchanges, and not in local discounts, which furnished these facilities and advantages.  It may be remarked, too, that notwithstanding the immense transactions of the bank in the purchase of exchange, the losses sustained were merely nominal, while in the line of discounts the suspended debt was enormous and proved most disastrous to the bank and the country.  Its power of local discount has in fact proved to be a fruitful source of favoritism and corruption, alike destructive to the public morals and to the general weal.

The capital invested in banks of discount in the United States, created by the States, at this time exceeds $350,000,000, and if the discounting of local paper could have produced any beneficial effects the United States ought to possess the soundest currency in the world; but the reverse is lamentably the fact.

Is the measure now under consideration of the objectionable character to which I have alluded? It is clearly so unless by the sixteenth fundamental article of the eleventh section it is made otherwise.  That article is in the following words:

The directors of the said corporation shall establish one competent office of discount and deposit in any State in which two thousand shares shall have been subscribed or may be held, whenever, upon application of the legislature of such State, Congress may by law require the same.  And the said directors may also establish one or more competent offices of discount and deposit in any Territory or District of the United States, and in any State with the assent of such State, and when established the said office or offices shall be only withdrawn or removed by the said directors prior to the expiration of this charter with the previous assent of Congress: Provided , In respect to any State which shall not, at the first session of the legislature thereof held after the passage of this act, by resolution or other usual legislative proceeding, unconditionally assent or dissent to the establishment of such office or offices within it, such assent of the said State shall be thereafter presumed: And provided, nevertheless , That whenever it shall become necessary and proper for carrying into execution any of the powers granted by the Constitution to establish an office or offices in any of the States whatever, and the establishment thereof shall be directed by law, it shall be the duty of the said directors to establish such office or offices accordingly.

It will be seen that by this clause the directors are invested with the fullest power to establish a branch in any State which has yielded its assent; and having once established such branch, it shall not afterwards be withdrawn except by order of Congress.  Such assent is to be implied and to have the force and sanction of an actually expressed assent, "provided, in respect to any State which shall not, at the first session of the legislature thereof held after the passage of this act, by resolution or other usual legislative proceeding, unconditionally assent or dissent to the establishment of such office or offices within it, such assent of said State shall be thereafter presumed." The assent or dissent is to be expressed unconditionally at the first session of the legislature, by some formal legislative act; and if not so expressed its assent is to be implied, and the directors are thereupon invested with power, at such time thereafter as they may please, to establish branches, which can not afterwards be withdrawn except by resolve of Congress.  No matter what may be the cause which may operate with the legislature, which either prevents it from speaking or addresses itself to its wisdom, to induce delay, its assent is to be implied.  This iron rule is to give way to no circumstances; it is unbending and inflexible.  It is the language of the master to the vassal; an unconditional answer is claimed forthwith, and delay, postponement, or incapacity to answer produces an implied assent which is ever after irrevocable.  Many of the State elections have already taken place without any knowledge on the part of the people that such a question was to come up.  The representatives may desire a submission of the question to their constituents preparatory to final action upon it, but this high privilege is denied; whatever may be the motives and views entertained by the representatives of the people to induce delay, their assent is to be presumed, and is ever afterwards binding unless their dissent shall be unconditionally expressed at their first session after the passage of this bill into a law.  They may by formal resolution declare the question of assent or dissent to be undecided and postponed, and yet, in opposition to their express declaration to the contrary, their assent is to be implied.  Cases innumerable might be cited to manifest the irrationality of such an inference.  Let one or two in addition suffice.  The popular branch of the legislature may express its dissent by an unanimous vote, and its resolution may be defeated by a tie vote of the senate, and yet the assent is to be implied.  Both branches of the legislature may concur in a resolution of decided dissent, and yet the governor may exert the veto power conferred on him by the State constitution, and their legislative action be defeated, and yet the assent of the legislative authority is implied, and the directors of this contemplated institution are authorized to establish a branch or branches in such State whenever they may find it conducive to the interest of the stockholders to do so; and having once established it they can under no circumstances withdraw it except by act of Congress.  The State may afterwards protest against such unjust inference, but its authority is gone.  Its assent is implied by its failure or inability to act at its first session, and its voice can never afterwards be heard.  To inferences so violent and, as they seem to me, irrational I can not yield my consent.  No court of justice would or could sanction them without reversing all that is established in judicial proceeding by introducing presumptions at variance with fact and inferences at the expense of reason.  A State in a condition of duress would be presumed to speak as an individual manacled and in prison might be presumed to be in the enjoyment of freedom.  Far better to say to the States boldly and frankly, Congress wills and submission is demanded.

It may be said that the directors may not establish branches under such circumstances; but this is a question of power, and this bill invests them with full authority to do so.  If the legislature of New York or Pennsylvania or any other State should be found to be in such condition as I have supposed, could there be any security furnished against such a step on the part of the directors? Nay, is it not fairly to be presumed that this proviso was introduced for the sole purpose of meeting the contingency referred to? Why else should it have been introduced? And I submit to the Senate whether it can be believed that any State would be likely to sit quietly down under such a state of things.  In a great measure of public interest their patriotism may be successfully appealed to, but to infer their assent from circumstances at war with such inference I can not but regard as calculated to excite a feeling at fatal enmity with the peace and harmony of the country.  I must therefore regard this clause as asserting the power to be in Congress to establish offices of discount in a State not only without its assent, but against its dissent, and so regarding it I can not sanction it.  On general principles the right in Congress to prescribe terms to any State implies a superiority of power and control, deprives the transaction of all pretense to compact between them, and terminates, as we have seen, in the total abrogation of freedom of action on the part of the States.  But, further, the State may express, after the most solemn form of legislation, its dissent, which may from time to time thereafter be repeated in full view of its own interest, which can never be separated from the wise and beneficent operation of this Government, and yet Congress may by virtue of the last proviso overrule its law, and upon grounds which to such State will appear to rest on a constructive necessity and propriety and nothing more.  I regard the bill as asserting for Congress the right to incorporate a United States bank with power and right to establish offices of discount and deposit in the several States of this Union with or without their consent--a principle to which I have always heretofore been opposed and which can never obtain my sanction; and waiving all other considerations growing out of its other provisions, I return it to the House in which it originated with these my objections to its approval.

JOHN TYLER.