The Evansville journal. [volume] (Evansville, Ind.) 1866-1870, 1868-05-23


dental powers as shall be necessary to
carry on the business of banking,
x define aud regulate. by by
laws not inconsistent with the pro-
visions of this act, the manner IN
which its stock shall be transferred. .
And the 18th section provides that
the stock shall be transferable on
the books Of the association in such
manner as may be provided IN the
bylaws or articles Of the assOcia-
ton" ID U. 5. Stats. at Large, 1Ol,
1O2. 103.
These sections, as they confer on
the association a general power to
contract, to exercise such incidental
powers as may be necessary to carry
on the business Of banking, and to
make bylaws touching the transfer
Of stock, expressly confer power on
the Board Of Directors to make the
bylaw in question, unless it Is IncOn-
sistent with some other provision of
the act. No such inconsistency has
been pointed out by counsel for the
assignee; and | am well satisfied that
none such exists Nothing, indeed,
could be more consistent with the
act, and with financial prudence and
honesty, than the bylaw in question.
I recognize the rule shat corporations
possess such powers, only as are eX-
pressly given or necessarily implied
by their charters. But here, if the
power 10 make this bylaw Is not ex-
pr ssly given, the act necessarily i'm
plies it IN the grant Of all such in
cidental powers as shall be necessary
TO carry on the business of banking.
The term necessary" 10 this prOvi-
sion Of the act IS to be construed to
signify what Is useful and proper to
the end. NcLullougb 4. Maryland,
I Wheat 316 And surely this bylaw
is useful and proper provision for
carrying on the business Of banking.
Authorities are not wanting u sus-
tain this view Of the case, child ..
The HudSohss By Con1pdny-2 Peer
Williams. 207-is a case 10 point.
There it appeared that the charter of
of The Hudson Bay Company IN
general Terms empowered the corpora
tors to make bylaws for the better
government OF the Company and for
the management and direction Of their
trade TO dUdson's Bay Accordingly
they made a bylaw that if any Of the
memb ers should be indebted to the
Company, his stock in the Company
should be In the first place liable to
the debts which such member should
owe the Company" Afterwards. a
stOckhosder became indebted to it,
and subsequently became a bankrupt.
IhereupOn, his assignee filed a bill
against the Company praying a
transfer of the stock to
him for the benefit of the
general creditors of the bankrupt.
The Company resisted the application
on the ground that their bylaw gave
them lien on the stock. But the as
signse objected that the Company had
no power to make the bylaw Thus
it appears the case was almost identi-
cal with the one under consideration.
But Lord Chancellor Macclesfeld, in
deciding it, said: This is a good by
law; for the legal interest of all the
stock is 10 the company, who are trus-
tees for the several members, and
may order that the dividends to be
made shall be under particular re-
strictiOn or terms. And, for the same
reason that this bylaw is objected to,
the common bylaws Of companies to
deduct the calls out of the stock of
the members refusing to pay their
calls, may be said to be void "
So. ia the case of WaIne's assignee
o. The Bank If North america, s
Serg d; Raul 2, It was held that
=" stock holder VINO borrows money of
a bank with full Knowledge Of a
usage not to permit a transfer of
stock while the holder is indebted to
the bank, is bound by such usage;
aud neither he nor his assignee, under
a voluntary general assignment, can
maintain an action against the bank
for refusing to permit his stock to be
transferred" Here, without any by
law, a mere usage was held sufficient
to create a lien on the stock Of a
debtor to the bank.
The cases of The Union Bank of
Ge0rget9l0a .. Laird, 2 " heat, 800,
and Brent a. The Bank # Washington,
10 Peters, $50, favor the same view
But 1t is urged by the counsel for
the assignee that although the bylaw
In question may be valid 9s against
DunkersOn, the original stakeholder
and debtor yet It Is not valid as against
his assignee in bankruptcy, because
he represents as well the interests of
the creditors Of the bankrupt as those
of the bankrupt himself The gen
eraI rule is that by virtue of the as
signment to him, the assignee takes
exactly the same rights-no more aud
no less-which the bankrupt had be-
fore the assignment To this rule I
know of but one exception, namely:
that in cases where the bankrupt has
traudulently transferred his property
with intent to defeat or delay his cred