Alexandria gazette. [volume] (Alexandria, D.C.) 1834-1974, 1834-02-10

object in this exclusion OF these direCtois DIS |,
there had been something wrong 10 DC uole! anu
therefore secrets to be kept oy tnis .".n
It is not easy to see what foundation there Can
he for this opinion. All these discounts are
m after of record They appear every Day IN
the hooks of the bank. Every director, on or
off the committe, sees them, or may see lheil''
at pleasure. There is no secrecy, nor any nv
tives for secrecy, so far as this commune can
perceive. Very proper causes may nav e 4iso
ted for aught that can have been known by the
Senate. for the omission of these particular al
rectors from this particular committee IhelT
services might have been deemed more uSelul
in other committees, or however respectable III
general character, or however useful in other
parts of the direction they may have been es-
teemed not so well acquainted as others with the
business of foreign and domestic exchange
And even if there were or are other causes Tor
the omission such as tend less to prove the eX-
stence of that harmony and mutual respect
which it is so desirable should prevail in such
board, these causes cannot furnish any Just
ground for asserting, either that the business OF
exchange was illegally conducted, or that the
constitution of the committee was proof or the
existence of any motive not fit to be avoWed.
But the Secretary entertalns an OPINION res
pectng the character and duties OF the direct
ors appointed by the President and Senate, IN
which the committee do not concur. re de-
dominates them public directors" oHcerS
ofthe Government" &c.
By the charter of the bank there are to be
twenty-five directors Of these, twenty are to
be chosen by the individual stockholders, and
five appointed by the President with the advice
and consent of the Senate. AS the Government
owned one-fitth of the stock OF the bank, 1t was
Judged eXpedient to place in the hands OF the
President and Senate the appointment OF one-ttth
of all the directors. Butthey are not called public
directors, nor officers ofthe Government nor pub.
lie agents. Nor are they entitled SO far as the
committee can perceive, to either OF these APP
pellatons, any more than the other directors
The whole twenty five directors are joint ma
nagers of Joint fund, each possessing precise
ly the same powers and charged with the same
duties as every other. They derive their APP
pointments, it is true, from different origins, but
when appointed, their authority is the same
There is not one word in the charter intimating,
in the remotest manner, that the hive directors
appointed by the President and Senate have any
particular duty, or are the objects OF any pecu-
liar trust. The charter calls them not Govern
ment directors, not public directors, but simply
the directors appointed by the President and Sc
nate They are placed IN the direction to con-
suit with the other directors, for the common
good of the bank, and to act with these others,
and vote with them on all questions They are,
what the law calls them, directors OF the bank,
not agents Of the Government. They are joint
trustees with others, in joint interest. Ii any
thing illegal or improper takes placein the board,
they are bound to resist it by the duty which they
owe the individual stockholders, as much as by
the duty they owe the Government; because they
are agents of the individual stockholders, and
have the same authority to bind them by their
acts, as to bind the Government; and, in like
manner, it is the duty Of those directors who are
appointed by the individual stockholders, if any
thing illegal take place, or be threatened. All
those directors act and vote together on the
oil ,yoll tho irho ay,I
by their joint votes, bind the corporation, and
individual stockholders to the extent of their re-
speCtve interests in the corporation.
If the directors appointed by the President
and Senate had been excluded by the char
ter from any part Of the power exercised by the
others; if it had been forbidden them to inter-
fere, to the same extent, and with the same eff
feet, as the rest, in the common business OF the
bank, there might be some reason for supposing
that an uncommon character, character not
so much Of action as of supervision and nSpec-
ton was intended to be conferred on them. But
they do interfere and justly, in all transactions
of the bank. They do vote and act on all sub
iects, like the other directors. Being then pos
sessed of this common character Of directors,
and enjoying all its powers to the fullest extent,
the committee know no form of argument by
which an uncommon and extraordinary charac-
ter is to be raised by construction, and superad-
ded to the common character of directors, which
thus already belongs to them.
BY granting the charter, and by accepting it
the Government on the one hand and the ind-
vidual stockholders on the other, have agreed,
that Of the directors as joint agents of all par
ties the stockholders shall appoint twenty, and
the Government five. The interest of all par
ties is confded to this joint agency; and any
distinction in their powers, arising from their diff
ferent modes of appointment, is, in the judgment
of the committee, not to be sustained. They re"
gard such distinction as entirely inconsistent
with the nature Of the agency created, and as
deriving not the least countenance from any
thing contained in the law.
The committee, nevertheless, to avoid misap-
prehension, wish to repeat, that it is undoubted-
ly the duty of the directors appointed by the
President and of all directors, to give notice,
both to Government and the stockholders, ofany
violation Of the charter committed or threatened
The Secretary Of the Treasury has thought
proper to observe, that the measures of the COM
mttee ofexchange as it appears, were designed
ly and by system, SO arranged as to conceal from
the officers of the Government transactions in
which the public are deeply involved. This. it
must be admitted, is very serious charge. 1t
imputes a corrupt motive. The committee have