The Athens post. [volume] (Athens, Tenn.) 1848-1917, 1850-02-08
"THE BANK QUESTION:"


larly where dollars and cents are at stake,
and favor'ism is TO be enjoyed. The Bank
was expected to attain several lmportan,
results, and perhaps has done SO; but.
manlfesly, as few benefits are derived
from il as the nature OF the case will admit
of. The people Of the State begin to look
upon it as the fIchng, rather than as a
fiscal agent. 1t is more an object of to'e-
ration than enjoyment. Both parties agree
in charging the opposition with having
used and wishing to use it as IN election
eeriug machine. The Governor and At
Iorney General have serious forebodings
as TO the safety OF the States inter-
est, and have sounded the alarm. Ii
ay have the beneficial effect of directing
The attention Of our leading me1 to the
law and facts CT the case, but no disasters
need be looked for.
The refusal of the Senate to confirm the
Executive nominations, does not present
a casa altogether anomalous. The certain
ly of law is not affected by new facts. but
by The arbitrary introduction Of new prin-
cipes. Let the mind have sound premi-
ses to rest upon, and sufficient power of
generallzing, and then novelty and com.
plexily oppose no obstacle TO classification
To ascertain the object of Corporation
we mus, look TO its charter; and all subse-
quent Legislation. any way connected with
The institution, must be regarded as auxilia-
ry il il do not directly repeal. II may extend
rights and remedies. or abridse privileges
but the whole series of enactments must be
construed rs one act, designed 10 secure
the objects specified in the charter. The
usual provision for Directors holding over
until their successors are qualified, is in
serted in the State Bank charter, the de.
sign Of which is to provide against the
possibility of the affairs of the institution
being neglected. If no such provision were
made by statute, it is firmly believed ,ha,
i. would be the right and duty of Direc-
tory 10 hold over ami see that the Corpora.
ton suffer no harm. But whether this be
SO or not. Directory is necessary TO the
active existence OF a Corpora'ion, and their
election is therefore primary and con-
trolling object; bu. the annual election OF
officers is merely prudential, and therefore
not absolutely obligatory. Indeed, it is con-
coded by all that failure 10 elect does not
dissolve Corporation or work forfeiture
of Charter. II is decided "to be the better
opinion, that where the members of a Corr
poration are directed to be annually elect
ed, the words are only directory, and do
not take away the power incident 10 the
Cooperation to elect afterwards. when the
annual day has, by some means, free from
fraud or design, been passed by, and that
the officers can continue in office after the
year. and until others are duly eIec,ed."-
8. Humph 522.
Analogous cases of Courts constituting
seemingly contradictory laws, could easily
be cited. Take this example: The 9Th sec.
of 1850 provides that executors, &c.,
"shaH within Two months after being quail
fed. give notice TO creditors" SC.
The primary object OF administration is
to wind up the affairs of The deceased; the
secondary object is TO give notice to credI.
tors; and our Courts have construed this
section 10 be merely directory. and no, in
ilspensable, though its terms are positive.
Just so in the case of the Bank. In 1915
The Legislature wished to guard against de-
lay in organizing the Bank. and therefore
SET Limitation by enactment. "Said Board |
Of Directors shall be organized 10 enter up-
IN their dulieSby the LIST Of January, Sci"
md on the same day the former term
shall terminate" CHAP. 9. But this is
'nly an amendment, auxiliary In the at-
ainment Of the original objects of the in.
litu'ion. The annual election is only a
natter of policy; and this amendment is a
lille more stringent, but cannot be con-
lrued INTO repeal Of the charter, unless
such penalty had been affixed. No statute
IAN be deemed penal by construction.
A case nearly similar arose in lS42.-
The Court said. "But such omission to e.
ect will not vacale the seats of the old
Board. They will continue to sit. in order
hat there may be no risk that the affairs of
he Bank may no, be properly conducted.
This provision is proper, important, and
Usual, and therefore ought TO receive ia
'orable construction "-3. II. 53I.
The affairs of the Bank are most certain
y safe; because il is well settled that the
'cls Of the Directory cannot be impeache ed
n any collateral way. They can sue and
De sued. just as before, and no one hut the
Stale can inquire into their tenure OF Office.
Nashville Bank Us. Petway decides this.