The New York herald. [volume] (New York [N.Y.]) 1840-1920, 1864-04-13
It haH-past eleven the House adjourned
The Fourth National Bank Difac atty.
PRESIDENT oPDYKE REMOvED.
Before Judge Pcekham.

EhhsipSNT OfDrkE hEMoSnO
suPReaE couRI--cHAhBERs
Before Judge Pcckham.
Arm i2.-Robct s. Taylor and oh~s o0ataS ns
Fourth NasionH Bank. BenJamtn Haton and others
The controversy between tho majority OF the directors OF
the Fourth National Bank and the President, George
0pdyke, Is at an end for the present, Judge Peckham
having issued order yesterday which virtually ouss
Mr. 0pdyke from Office David Dudley Field, II will BIO
recolected moved for Injunction restraining tho
majority Of the directors from removing Mr. 0pdyke
from ofhce. Mr. Joseph H. Choatc appeared for tho
directors and urged that by the act or Congress under
which the bank organized the President could be
removed at the pleasure OF thirds OF the board OF
dre0tors and that the Revised statutes OF the State con
TERED power the court TO interfere in the matter
Judge Peckham's opinion. denying the motion for
VAN 90 read with ar a. sa
Of injunction 70 prevent the alleged illegal
removal OF tho President Of the Fourth National
Bank, threatened by tw0-thirds OF the directors,
defendants herein II is charged In the complaint
that the defendants entered Into Q combination
shortly after the Of the President to drve him
from his Office, with the view OF putting more pabs
person in his place. and using the funds OF the bank to
aid in stock operations instead OF employing them in To-
Ultimate commercial and banking operations. The suit
is commenced by two OF the directors and two sockhod
OF the bank the President not bong party Tho
purpose Of the removal very fully and specifically de-
ned though the intent to removes admitted end the
defendants INSIST tor the true interests OF tho bank IL
appears from the papers this motion that after
the election of the President the 10Th OF January last
until the commencement Of this suit unpleasant difcul
ties and differences have existed between the President
and majority Of the directors az TO tho proper ohcers
OF tho bank and as to some other mat
ters not material to specify. The directors
finally determined TO remove him, and II ia
now insisted that they have such power No aIusion
made in the complaint, on which the temporary n.
junction obtained to the articles OF association OF
this bank signed by tho stockholders The chief ground
urged against the authority Of the board to remove the
President is that the bank has never legally adopted any
by laws, and that there existing that they
should be adopted by the stockholders, and not by the
directors that they should also be approved by the
Comptroller oil the currency Tney nave oeen adoPteu
by the directors only. 1t conceded that they have
been adopted by the stockholders In form by
the Comptroller OF the Currency But suppose there are
no laws yet adopted do not think follows that the
directors may not the President Tho articles Of
association signed by ali the original stockholders Gin
degree in the nature Of charter), gives express
authority to remove sixth article provides that "the
board Of directors "a majority OF whom shall DO
a quorum to do busness) shall elect one Of their
number to be president, who shall hold his ofhce
(unless he should become disqualified or sooner re
moved by twohirds vote Of all the members OF the
board for the term for which he was elected DIRECTOR
These articles Of association adopted and signed are
be- and IN this case from tho facts presented have
who oy law required ato record and carefully preserve
the same Ia his office (Sec0n OF the act.) He must
then substance have approved Of them, or he would
not have issued the circulating notes to this bank winch
he 10 fact issued under the 16th section Of the act
The OF Congress ALSO in my Judgment authorizes this
removal speaking OF the powers Of the directors,
intsrprel the act il says ..they shall have power
carry the business OF banking by obtaining and issuing
circulating notes ia accordauce with the provisions OF
OF debt, &c. &c. to choose OF their number
az president Of such ASSOCIATION, and to appoint
cashier and such other officers and agents as thcr
business may REQUIRE AMI to remove such pres'.
dent, cashier, officers aad agents al pleasure, and
appoint others to their places" (secaon l! OF the
act think this construction The act. as having re-
the al ecops 70 do these things ana not 70 the
stockholders, Is quite paid docs not seem W pe AZ
al necessary that any bylaws shrud % adopted peprs
president may be chosen rectoy ed. ana another ap
pointed in hs place This power IL expressly given
the board irrespective OF any bylaws both by the art
rIo az Dn nv
IS power that might be required TO be exercised, OF
that IL might be expedent to exercise prior 10 tt
adoption OF auy bylaws II 10 elso insisted that one o
the defendants Mr.. Whewriehn r. not legally dl
rector hence he has right TO unto in the removal
appears that OF original directors resigned
by te other members OF the board without any
prior meeting OF the board asrequred by the
bylaws as plaintiffs allege. adopted by the board
aere as ". s sn so OF s
the vacancy 10 the board shall be filed by ap-
pointment by the remaining directors (section 49, AS
sumng the plaintiffs to be correct In their position that
there bylaws, there s certainly objection to
the appointment under the statute. Besides, may add
that statute require the aid, OF laws
and valid 10 not think they apply TO the ap
pointment OF director. though II might have been
provision mad Il been made Irrespective OF the
laws and Of the articles OF association the board have
power under the act to the president by
Minority assuming that they modify and qualify the
Court should stay the acton Of The board unt the l4th
instant, when meeting OF the stockholders will be held
and tie whole difficulty settled On mere questions IL
expedency OF this character courts have no power 10
interfere with the action OF bank or its officers Tbs
preliminary Injunction Is therefore dissolved and the
tsnnf nr lie snps fnnor In anta stt f1ztg