New-York daily tribune., 1864-04-18

phia and Reading Railroad during tho week ending
Thursday, April IA, le6i:
Autlracitc Coal............""..'.....S S9I5e -
Bituninous Coal. SRA 10
Total Of all kinds ndsfrweek.............e e3isl %
Previously this ~
Total. @s "
TO same tine last ycar........,..,.''..g2lllJ "
An advertisement in another column an
nounces that an adjourned meeting Of tho stockholders
Of the 4th National Bank will be held to-day at p m
at 10. % Pine street.
FOURTH NATIONAL BANK.
OPINION As TO THE LEGALITY or THE sHAREIoip-
BIS NETTING, AND TILE POWERS OF IiiE sHAAE-
By the Hon. Jamo Enoi Of fPeggEespe and David Dudley
Fed. esq. of ScwNork
Onr opinion has been asked by certain share
holders Of The Fourth National Bank Of AewiorN who have
united ~ the call oT meeting a he slaeh, deIs' on c t'h
I'd and the powers Of tho shareholders when aeuJied
Before discussing these questions IL vii be proper TO "a
mOulrnl the character GAd cgnu!lon u baEns
Associations Organized under the act Of Congress Of ieb -
Tie ar, eoncrpao that persons dng to cor,menee The
business of banking under y. II9'3@Ts ~ @ shouli 1T
or ooutent. u articles Of association not prescribed
thoy necessity the fludaent law OF ic tssoi
lion or corporation and ha particular analogous to me
character VI eorpo alton which derives H. existence directly
tom The lrssav. power By single act oi - WI lhry
oonisin the fesnson. Which are necessary tie Orsalla
% on co-norsu with refpoc TO duration iis place.
the number and terms OF Us officers and theI powei, tho
capital and tho shares which 1t divided and The Tepec
i've 10 ey, aud duties OF the officers and members q tho body
hee various sub ecs are mol Tcsualed ripius
tho act Il /. plain Also both from tho nature o. the ese d
the frame VI the statute ald n0m ausgsy ahd thc Ifs'e
which otsu, snd has been 'anc;ioncd by the Courts In
Of State eoFpoEatons formed nnaeI genera - %
hese articles may sui should provide fo tEriI atff-pn
amendment, in AL particulars in which The ssiue gVss a
oreonary power to the oof9otalien q. y IN anu -
manner not ncousen, with the ,et q Cenr', ~, til
ork, and Of other corporations formed ui1,f s" ~
the state Invariably eoun Piov'9n, io thsE sltiaii.n q
sInendmen:s ia ofcn restricted BY various eonan'an-bDt
these rs.retSp, G opS prove MT a., m st ,1,hliss por
on as.ocstng conformity 70 H. TO form corporation anh
change character of thos corporation or 10 feus
iei. l. In egei alton of legislative powers 20
he corroraoTs fo hs purpote AID their aten seleelsa
been plshed by direct eIcoifo oflcEa,vr power
The requires s ceriileale u certain paIeusi .a
edsr and hed with the controller Of the currency That
o gr then 10 nske certificate 'hgsns ths, tho
L T. bo published md thofeupon the tsoooB becomes in
w IT, G Pg Ss s. SS.s,.
he lih Section Of the Statute ' the power to make by
laws for the election of Director. the nsnAseinei IL
property the regulation Of s ahss and the tnsier of is
win be peeesssry presently 70 adyer further TO the sub
ert of hoso by laws present Il Is sufficient TO sey ths as
Tie articles together with and resting upon Tho Legislature
contained in the act must be considered a hs ch"ri
Of the body Ike the Constitution Of stse the bylaw. Ie
las been oon said IN similar csfos tho statute avs o. t
poay ond Then @ GUY s,Dl,'-1, - were comnoa.
wealth in itself rcuera laws as that before us
po,se'ses the largest possible power 01 'eso'eini'h'
j. Il viii hardly be denied ,hs. the faculty Of assembling in
corporate meeting the business Of tie corporation
inherent IN tho soekhoders oorpotor Of such body
All the powers Of tho body corporate will remain and reside
In the eorpotorss 70 be exercised by them II they not
delegated y their articles or conferred by tho law upon tho
ocer and residue OF power aud hna control rests there
n all cses Tie manner oconvenng such meetings dcnends
oc course npo The law and The srtce II these are silent yet
the power % assemble frmans and there Il no provision 81
to notre all necessary Il ,hn, all tho mebeI. Of the
corporation should have reasonable notice. Angc Ames on
Corp. 49, aud csses cled) In the present case ne
cal tho shareholdcrs together svon by Article o the sr
ces Of assocaon when Is de ed to amend or change ne
articles Themselves The statute however does not do
the articles prescribe require any particular time OF length
notice except Ina the suge case VI special election ol di
rect5r We unsbe perceive how the inference th nc
shsrehoders meeting be legal without thirty days notice
by pnbcaon In two new can be drawn nom The i1e
purposes while It only pTescrbes this particular notice for
his particular 10 s the inference u.t the con
,ray. Nor bylaw adopted by the directors merely
tie directors have power 10 adopt By lava limit or RESTRAIN
the power Of the shareholders In i, respect That power
gn aud Inherent and hlng but the sovereign legislative
power Congress- the viii OF tho oorpostors expressed
heir association, eau limit IT, Tho directors may limit their
own power to call meetings Of shareholders but tey cannot
interfere with tie rsh, cured by tie Articles to tho share
holder. do go And the bylaw which the directors have
really as no bearing on L. It simply regulate. their action
when board and not shareholders, they call general
meeting II does not eemp, 70 prescribe what notice Of such
meeting shall be given by The Shareholders who exercise their
we are unhesitangiy Of opinion that tho rght to call tho
haTehoder together according to the rules Of the common
and under The articles requires for lie exercise only that
reasonable notice should be the thaIeoder and that
Ten day note, which has been given here, cannot but be
deemed reasonable.
The powers Of the shareholders when assembled M. lin
lied only by the law aud the restriction they have placed upon
themselves That they may alter their articles Of association
l. plain u results from the general considerations which
we have already referred IL expressly conferred by the
eighth article Of the association.
" These articles Of assoclon be CHANGED or amended
~ any time by the vote Of sockhoders owning majority OF
The stock of tie association sud three holders NAV
call meeting OF the stockholders foT thi. purpose
IL il recognized and implied IN the act o Ccnre., which In
the l2h section forbids any change In the articles 10 impar
e ng y oi creditors OF the assOciation that
other alteration be made. We can hardly ,npoc thst
tie powers o te meeting Of the 4 OF April II legally called
tion, VIII DO seriously questioned. - ~
The power TO make bylaws also belongs 10 tbe whole
corporate body, to be exercised BY all It's members,
must be exercised by them and bylaw. can he
wise made unless II has been expressly delesasd o
governing body tang Aines ON Corn Sq5i and
cted) The National Banking Law make o .ncb Az
CATION nothing OF that sort Is enled Power 10 mai, hy
laws is given 10 the corporation ard not its director or IN
The articles Of this bank, give the
make all ysws which necessary 10 regnar ts hns
Of the bank but this limited grant reerrIng merely
the ordinary transactions Of its business In any
ton Of It, however 1t cannot exclude power on he sbre
besides the shareholders their meeting have nosr 40
change the articles they entirely even this grant
Of power aud thus leave the whole power over mi. c
entirely with themselves The power make anv and iii
laws cauld not then be questioned
Laftly asked whether this association ran bx
vote OF majority Of the shareholders, discontinue ia b1.
ness and Dissolve Itself proceed dissolution Of ts cor