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A Century of Lawmaking for a New Nation: U.S. Congressional Documents and Debates, 1774-1875
Journals of the Continental Congress --MONDAY, DECEMBER 31, 1781
The ordinance for incorporating the subscribers to the Bank of North America, was read a second time, and ordered to be read a third time at two o'clock.
On report of the committee, appointed to confer with the Commander in Chief, to whom was referred a report of the Board of War respecting a number of officers not belonging to the line of any particular State or seperate corps of the army,
The Committee appointed to confer with the Commander in Chief and Secretary at War on the subject contained in a report of the Board of War respecting a number of Officers not belonging to the line of any particular State or separate corps of the Army having proceeded according to order, Report,
That there are a number of officers in different parts of the United States who do not belong to the line of any particular State or seperate corps of the Army from the frequent reductions of which most of them are left without employ. The additional expence of pay and subsistence of so large a number of Officers is a burden too great for the public to bear, and if continued must in its consequences opperate to the great injury of Officers whose service is absolutely necessary Therefore be it
Resolved, That all officers of the line of the army, below the rank of brigadier general, who do not belong to the line of any particular State or seperate corps of the army, and are entitled by acts of Congress to pay and subsistance, shall have the same with the depreciation of their pay made good to the first day of January, 1782.
Resolved, That the Secretary at War be, and he is hereby directed to make returns to Congress on or before the 20th day of January, 1782, of the names and rank of all the officers necessary to be retained in service, that are included in the preceding resolution.
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Resolved, That all officers included in the foregoing description, and whose names shall not be inserted in the returns directed to be made by the preceding resolution, shall be considered as retiring from service on the 1st day of January, 1782; provided always, that nothing contained in these resolutions, shall be construed so as to prevent or hinder any officer that shall retire as aforesaid, from enjoying all the emoluments that he may, upon retiring, be entitled to by any former acts of Congress.
Resolved, That it be recommended to the several states respectively, to settle the depreciation of the pay of all the officers that are inhabitants of their respective states, and shall retire from service under the preceding resolutions, in the same manner as they settled with the officers of the line of their State, and charge the same to the United States: and that the depreciation of all officers of the line of the army, not being inhabitants of the United States, nor belonging to the line of any State, be settled upon the same scale by which the settlement was made with the officers and privates of Colonel Hazen's regiment.1
[Note 1: 1 This report, in the writing of Ezekiel Cornell, is in the Papers of the Continental Congress, No. 27, folio 149, the closing sentence in the report specifying the settlement "agreeable to the resolution of Congress of the 16th April, 1781."]
The ordinance being read a third time, was agreed to as follows:
An ordinance to incorporate the subscribers to the bank of North America.
Whereas a National Bank, properly constituted, governed and Conducted, will be of great advantage to these United States; and whereas a Subscription for a National Bank has been opened, and the Subscribers deserve the Protection, encouragement and assistance of the public: And whereas it is proper and necessary that the Subscribers to this Bank should be incorporated in order to carry into full effect the good ends proposed by it.
Whereas Congress on the 26th day of May last did, from a conviction of the support which the finances of the United States would
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receive from the establishment1 of a national bank, approve a plan for such an institution submitted to their consideration by Robert Morris, esq. and now lodged among the archives of Congress, and did engage to promote the same by the most effectual means; and whereas, the subscription thereto is now filled from an expectation of a charter of incorporation from Congress, the directors and president are chosen, and application hath been made to Congress by the said president and directors for an act of incorporation: and whereas, the exigencies of the United States render it indispensably necessary that such an act be immediately passed:
[Note 1: 1 The rest of the entry in the Journal for this day is in the writing of George Bond.]
Be it therefore ordained, and it is hereby ordained, by the United States in Congress assembled, that those who are, and those who shall become subscribers to the said bank be, and forever after shall be, a corporation and body politic to all intents and purposes, by the name and stile of "The President, Directors and Company of the Bank of North America."
And be it further ordained, that the said corporation are hereby declared and made able and capable in law, to have, purchase, receive, possess, enjoy, and retain lands, rents, tenements, hereditaments, goods, chattels and effects, of what kind, nature or quality soever, to the amount of thirty ten millions of Spanish silver milled dollars and no more; and also to sell, grant, demise, alien, or dispose of the same lands, rents, tenements, hereditaments, goods, chattels and effects.
And be it further ordained, that the said corporation be, and shall be forever hereafter, able and capable in law, to sue and be sued, plead and be impleaded, answer and be answered unto, defend, and be defended, in courts of record or any other place whatsoever; and to do and execute all and singular other matters and things that to them shall or may appertain to do.
And be it further ordained, that for the well governing of the said corporation and the ordering of their affairs, they shall have such officers as they shall hereafter direct or appoint: Provided nevertheless, that twelve directors, one of whom shall be the president of the corporation, be of the number of their officers.
And be it further ordained, that Thomas Willing be the present president, and that the said Thomas Willing, and Thomas Fitzsimmons, John Maxwell Nesbit, James Wilson, Henry Hill, Samuel Osgood, Cadwallader Morris, Andrew Caldwell, Samuel Inglis, Samuel Meredith, William Bingham, Timothy Matlack, be the present directors of
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the said corporation; and shall so continue until another president and other directors shall be chosen according to the laws and regulations of the said corporation.
And be it further ordained, that the president and directors of the said corporation, shall be capable of exercising such power for the well governing and ordering of the affairs of the said corporation, and of holding such occasional meetings for that purpose, as shall be described, fixed and determined by the laws, regulations and ordinances of the said corporation.
And be it further ordained, that the said corporation may make, ordain, establish, and put in execution such laws, ordinances and regulations as shall seem necessary and convenient to the government of the said corporation.
[Provided always, that nothing herein before contained, shall be construed to authorize the said corporation, to exercise any powers in any of the United States, repugnant to the laws or constitution of such State.]
And be it further ordained, that the said corporation shall have full power and authority, to make, have and use, a common seal, with such device and inscription as they shall think proper, and the same to break, alter and renew at their pleasure.
And be it further ordained, that this ordinance shall be construed, and taken most favorably and beneficially for the said corporation.1
[Note 1: 1 A copy of this ordinance, in which the preamble was struck out, is in the Papers of the Continental Congress, No. 59, III, folio 309. It did not include the statement of the amount of the capital of the bank or the names of the directors. On folio 305 is a copy of the ordinance and preamble as adopted. The paragraph in brackets is based upon a draft, in Abraham Clark's writing, on folio 316. There is a separate list of the president and directors on folio 313.
The following, in Edmund Randolph's writing, is on folio 316½:
Whereas Congress on the 26th day of May 1781, did from a Conviction of the Support which the finances of the United States would receive from the Establishment of a National Bank, approve a plan of such an institution, submitted to their consideration by Robert Morris Esqr. and did engage to promote the same by the most effectual means:
And Whereas the subscription thereto is now filled from the expectation of a Charter of incorporation from Congress, the directors and President are chosen and application hath been made by the President and directors elected for an immediate act of incorporation.
And Whereas without an immediate act of incorporation from Congress the operation of the bank must be at least suspended for a considerable time, the subscribers will be left free to withdraw their subscriptions, the present bank may be dissolved, and it may be rendered difficult to erect another if not impossible upon the same plan, and even if the present bank should be continued even a delay in granting a charter of incorporation would suspend the operations of the Bank for a considerable time, and thereby cut off a succour immediately and absolutely necessary to the United States:
Be it Ordained &c. &c.:--
A resolution to accompany the Ordinance.
Resolved, That it be recommended to the legislature of each immediately State to pass an act ratifying the preceding ordinances, and to pass other laws, according to the recommendations contained in the resolutions of the 26th day of May last.]
Done in Congress, &c. &c.
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Resolved, That it be recommended to the legislature of each State, to pass such laws as they may judge necessary, for giving the foregoing ordinance its full operation, agreeably to the true intent and meaning thereof, and according to the recommendations contained in the resolutions of the 26th day of May last.1
[Note 1: 1 The draft of this resolution, in Edmund Randolph's writing, is in the Papers of the Continental Congress, No. 59, III, folio 315.
A letter of December 24 from the Governor of New York relative to treasonable intercourse between the leaders of the government of the New Hampshire Grants and the enemy was read on this or some approximate date. It is in the Papers of the Continental Congress, No. 40, II, folio 179.
Also a petition of James O'Dea dated Paimboeuf [France] October 7, which is in No. 42, VI, 47.
Also a letter, of December 25, from Major General Heath. It is in No. 157, folio 431; and one, of December 26, from him, which is on folio 435.]
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