New-York daily tribune., 1864-04-14
1irta,lriialI.
irflCULTY in the FOURTH NATIONAL
bANK-0PINlON OF COUNSEL

proponion having been made by .cns Of the .;ocl
ter be I i % b. ss sss is: tss s
snd s to the Psc,caby Ed legality Of such
be submitted to him minedis,~Iy" s~1'N 'ha DyIs""
upder.,snd ,ssi the oesssOa Of ,h resolution wa. a
Mr. OPdykes hou'e wblcs in OF tis a,So,
,un,,e differences o. eRnion existing be'x him and me
Office Of President decided dlspo.ifop wa msri, IA ~ ~
course 1.S sSs rssa p. St e.
that result With that end IN view they m.ens
Of the Tor the 18Th instant, fOr the purpose con
| sideiing this smong other propositions
10 needless for say foT be apparent svery
tween the action proposty these stockholders and he aA
Guilty hch has suggested H. The proposed remedy a
the President for the dutesof that Office which bs
considered By itself and cannot in judgment uponeny
siion Of wind ng up the Bank and such proposition has
other basis. and supported Sy no gthrI s the.
President and who have determined either keep i'm o
Ss destroy sss the in our
this point because think that the sockhoders shall b
permitted BY the Government 70 S,esL sp the ssnk ~
It will certainly be desirable the Bank Is to be broken up
that all OF the proceedings for tie purpose be conducted
deliberate and proper nenne aud, possible, IN just and
candid plt and. with careful consd ration Of all the d
culsie against Which prudence requite that proviOn should
and litigation and confusion and litigation cannot result other
wise than e the I'm, Interests ,s q all al s9nssns
to act in their segss.e capacity In order TO effect any npo
ing up Of the inss,ion, they must do 50 It an aseEby o.
meeting" Of the whole body them duly and rssusiy
called and Of which 10 ya and sufficient notice shall BE-
Apart from controlling principles OF Law upon this point the
necessity ofs meeting Of tn. stockhoder', n order
obtain any expression Of their will imp led Ia the language
used in eighth Of the Articles OF Association. The Qass
| tion then arises. how such meeting can be had
The first prerequisite Of legal meeting Is Roties There
nothing in the Congress in the Articles Of Associates
which provides for notice Of other meeting Of the sioct
holders than for meeting In place Of tho annual meeting
for any should be omitted to be held at the
The By Laws only provide for other general meetings Of hs
Stoc
time, place and objects Of such meetings be given In tive
we understand pretended that the Bylaws ars. fOs
other imperative but such prstenss can In ss
by the Board Of Directors. and BY eITf. h
Articles OF Association the Directors enihozedto nsks
all yLaw may be required regulate the business o
and In regard the matter Of notice Of meet
ing OF the stochoders they follow in exact erirs te oln
Laws which hs. been prepared BY the Comptroller Of The
Currency guide to the banks in thu preparation Of such
regulations.
question what notice necessary IN order to bring aboae
legal aud elective assembly meeting Of the stockholders
60 nersi con,ideIation. sPplieable to the subject
Who definitely decide this question to leave the
Is necessary! Must # be persosAl notice, has bees
deemed essential in notice through the ma
or thirty days notce The act Of Congress provides
that thirty dayf noce shall be given Of meeting Of the stock
holders the psrpose Of eectg Director. other than
the election day, and it is fairy inerabe that thy
days period of such notice required became Wa
considered reasonable and proper Reasonable and ProPss
for such meeting would any shorter notice be reasonable and
proper any other sockhoder meeting fit would whyl
Of the law resscnasene in order to give sasst
and validity to the meeting which il should snnouncei
The effort these inquiries, Will present TO
prcjudced mind the srea, mpudence Of departing from o
In our judgment would ). the bs. Of folly to do 20 s2
that Is other cafe to pursue IN getting up
OF such a meeting through the newspapers Ii would We
think be mpruden and unsafe in legal point Of view to pui
@ any Gs s.s 20 ana
but when the purpose either to effect radical changes
alternative to break up aost necessarily involving violsni
antagoui.m and extreme differences OF opnon departure
from which have suggested would In Jude
ment indicate degree indifference ordinary precsuon
hardly to be expected Of whose ewn interests are
s legal meeting Of the stechholdsr shall be held ard
joty shall determine to wind up the instutos the nquy
sw Itself andrr which the Bank ossnised contains =.
express provision in regard to voluntary reipqui.hnasut
only winding which cent. being forced fss
contemplate indefinite period duration in the creation
such The language Of the eleventh section ID
this act may make and common shda
ceson by the designated In IL articles Of associations
and s period limited rein" Whether therefore. hs
language in the seventh Of too Articles Of Association quality
Ing the provision establishing the period Of duration Of h
BY the the majority thereof" is surpusag- merely
has any legal effect question about which there
conclusion One Of the object. Of the law, and
f p6 osS SSsS under S BssUms ces eIsn r.
strumentaitie. Of the Government to accomplish that
aud whether t 10 within the meaning ant
permitted to acquire the rghiSnd privileges which
which imposes in reference National Currency IN
reference the National Debt H. the least to dis
Son. We are the opuion that the qaa word. IL The
seventh article have orerSon only between the sockhod
10 the act Of majority the ecscy aud force would
be given the unanimous act OF the whole body the stock
ciaon In other they have agreed among themselves
that the act of the majority shall be the act Of all Of them
Wltfout determining the question then whether he the Inst
&C, on the Of the majority that resut csn SO far s s
stockholders concerned be accomplished We proceed
done before il can eectualy accomplished la the hrA
place stockholders must surrender the Institution and
The place. the Government must accept .ach 1rrenas
Chancellor Kent In his Commentaries tea p jill saya
The opinion would seem TO be that corporation
geeae may surrender. and in that way d.so,se 'eai -
ihen As ssrendv mU,t b accepted oy 91rers~ent sne
made BY .Siemn act 70 rfndy q eOmp% % anger % Ins
country the power Of p1vs corporation to dissolve it'e sy
sS ii s's ss Be- Ssass Il
there srO peres % s charter compact ne aa's1 e0n
sos es n.sssry 70 M sorSgsSs ,S oon Ssais % IA
Mirbisa Iron Worth Smih reported in DHsy' Repor
Siion o rs 5iyectOr, .tokhOder' e@b.rs saeys
all m member, eoneay q ne aet by the w Of AZ s sss
ration be esoced by tho voluntary seton Of m member.
The one BY petition to the Supreme SOs,s IN
od we In passing could not be reso-d 70 IN tnn
for the want q any pUr%o9,c % % 81 nav Ss ssS
na rurre.der Of i corporate rights and priV1eso 70 ~
St, and In the 6rst the dissolution not completed
Nh the prayer Of the petition has been granted by the cou
the second SHa tie 'Sre"dr Aa' bee" accepted os IA
= c,.p W.,
worth in the OF Wsyd va Sea Ins9Tanss CemPoaE
norted in Paiees RpOrs 294 He Neither were the
ectors OF the corporation rith the as'e u the sfo
S authorized 10 discontinue their corporate business and
W ind M the affairs OF the corporation to distribute the cap
ital among the stockholders Sa BY the authority eesa
act OF h LtQsanr or under the decree Of hs Court dis
solving such corporation in the manner prescribed by sw
o. And he
e contemplation supposed TO be- created account Of
tha puhic particular