Vandalia Whig and Illinois intelligencer. [volume] (Vandalia, Ill.) 1832-183?, 1834-05-29

e remain silent, while abuses of the mo
injurious and dangerous character wei
e daily practised? Were they bound
> conceal from the constituted authoriti,
: course of measure destructive to Ii
best interests OF the country, and nten'
: ed gradually and secretly to subvert III
foundations Of our government, and I
transfer its powers to a great moneye
corporation' Was it their duty to sit i
silence at the board, and witness al
these abuses, without an attempt to col
rect them; or, in case of failure there
not to appeal to brighterauthorty? TIL
: eight fundamental rule authorizes an
: "ne Of the directors, whether elected o
: |apponted. who may have been absen
when an excess of debt was created, o
who may have dissented from the act, Il
exonerate himself from personal res
possibility, by giving notice of the
fact to the president of the United State.
thus recognizing the proprlety Of com.
munlcating to that officer the proceed
|ings Of the board in such cases. But in
dependently of any argument to be de.
rived from the principle recognised in
the rule referred to, cannot doubt for
a moment that it is the right q the duty
of every director at the board to attempt
to correct all illegal proceedings, and in
case of failure to disclose them; and
that every one of them, whether elect
ed by the stockholders, or appointed by
the government, who had knowledge OF
the facts and concealed them, would be
Justly amenable to the severest cen
Isure.
But in the case of the public direct
|ors, il was their peculiar and official dn
ty to make the disclosures: and the call
upon them for information could not
have been dislegarded, without fla
grant breach Of their trust. The d.
rectors appointed by the United States
cannot be regarded in the light of the
ordinary directors ola bank appointed by
the stockholders, &charged with the care
OF their pecuniary interests in the corpo
ration. They have higher and more i'm
portant duties. They are public officers.
They are placed at the hoard, not mere.
" to represent the stock held by the Uni.
ted States, but to observe the conduct
of the corporation, and to watch over
the public interests. 1t was foreseen
that this great moneyed monopoly might
be so managed as to endanger the inter
ests of the country: and il was there,
fore deemed necessary, as a measure OF
|precauton, to place at the board watch
full sentinels, who should observe its con
duct, and stand ready to report to the
proper officers of the government, every
act of the board which might affect in
ljuriously the interests of the people.
The whole frame Of the charter. as
the manner Of appointment, proves this
10 he their true character. The Uni
ted States are not represented at the
board by these directors merely on &C.
count of the stock held by the govern
ment. The right of the United State.
TO appoint directors, and the number ap
pointed, do not depend upon the amount
of the stock, for if every share shoulc
be sold, and the United States cease tt
be stakeholder altogether, yet unde
the charter the right TO appoint five di
rectors would still remain. In such
case, what would be the character of III,
directors? They would represent n,
stock, and be chosen by no stockholder
I Yet they would have right to sit at tn,
board, to vote on all questions submit
! ted to il, and TO be made acquainted will
: all the proceedings of the corporation
: They would not in such case be ordin
: airy directors, chosen by the stockhold
: ers in proportion to their stock-bu
: they would be public officers, appointe
( TO guard the public interest; and thei
/, duties must conform to their Office
5 They are not the duties Of an ordinar
e director, chosen by a stakeholder; hu
}, they are the peculiar duties Of publ
: officer, who is bound on all occasions
: protect to the utmost ofhis lawful near
d the public interest, and where his ow
}, authortyis not sufficient to prevent il
e jury, to inform tl.ose to whom the la,
/, has con6ded the necessary power. Sue
e then is the character, and such are til
Z duties Of the directors appointed by tn
$, United States, whether the public
e stockholders or not. They are office
e of the U. S and not the mere represel
e tatives of stakeholder.
g The unodo Of their ,roo;ntvn.k ~