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Tucson, ARTZ., April 11, 13-2. Hon, B. H. BREWSTER,
Aliorney-General United States, Washington, D. C.: I have now been along the southern and eastern tier of countics of Arizona. So far as my personal observation goes I am surprised at the appearance of society and order, but I hear of lawlessness and disorders, which seem well attested, and ought to be met promptly and efficiently. The civil officers have not sufficient forces to make arrests, to hold prisoners for trial, or punish when convicted. Our soldiers could well perform their office were it not for the posse comitatus, which ought to be repealed, especially as to the Territories. Unless this be done this session we may be compromised with our neighbor Mexico; for the cowboys make use of the boundary line to escape pursuit, first on the one side and then on the other. If Congress will not repeal that law promptly, then I earnestly advise the adoption of Governor Tritle's plan, as telegraphed in his message to the President of March 31, of an appropriation of $150,000 to enable him to hire suitable posse to aid the sheriff and marshals in preventing stage robberies and smuggling, cattle stealing, &c. It is idle to expect of the miners and scattered rauchmen the difficult and dangerous service of posse to arrest desperate cattle thieves, singglers, and robbers, well mounted and well armed, with thorough organization and sympathy of some of the people.
I advise you to give this matter your careful study and lively interest, for it is likely to be about the last desperate effort of this class of lawless men to make a stand for their nefarious business. The soldiers are willing, but are restrained by the posse comitatus law, designed by Congress for a totally different purpose.
I leave for California soon. Please answer direct to Governor Tritle, who has seen this.
W. T. SHERMAN, General,
REORGANIZATION OF THE SECOND NATIONAL BANK OF
L E T T E R
THE SECRETARY OF THE
IN RESPONSE TO
A resolution of the House of Representatives relative to the reorganization
of the Second National Bank of Cincinnati, Ohio.
APRIL 29, 1882.-Referred to the Committee on Banking and Currency and ordered to
Washington, April 28, 1882. SIR: I have the honor to acknowledge the receipt of the following resolution of the House of Representatives of the 27th instant:
Whereas the charter of the Second National Bank of Cincinnati will expire on or about the 25th day of May next; and,
Whereas it is alleged that said bank has gone into liquidation and has reorganized to continue its existence as a corporation under existing law: therefore, be it
Resolved, That the Comptroller of the Currency is hereby directed to communicate to this House any correspondence between him and the officers of the said bank in relation to said liquidation and reorganization, and to inform this House under what existing statutes said reorganization was authorized; and, further, to communicate the manner and form prescribed of such organization by national banks.
The Second National Bank of Cincinnati was organized on May 26, 1863, with a capital of $100,000, which was subsequently increased to $200,000. The corporate existence of the bank would continue under section 11, act of February 25, 1863, until the close of business on the 25th day of May, 1882.
The president of the bank, Hon. Benjamin Eggleston, called at this office early during the present month and informed me that it was the desire of the shareholders of that bank to organize a new institution at the time of the expiration of the corporate existence of the bank then in operation, so that the business of the old institution might be, as far as possible, continued by the new. He stated that there would be no opposition whatever to the organization of the new institution, and that all of the shareholders of the bank then in operation would be repre
sented in the new association. Subsequently, on April 11, he addressed me the following letter:
SECOND NATIONAL BANK OF CINCINNATI,
Cincinnati, April 11, 1822. DEAR SIR: The charter of this bank will expire on the 25th of May, and the stockholders wish to form a new association to commence business as soon as the old one goes out of existence, taking the same name, with the same capital, and in the present place of business.
Our stockholders include many of our leading citizens, namely, Benj. Eggleston, Warren Rawson, Charles Davis, James B. Wilson, Jos. W. Wayne, and many others.
Will you please give us your consent, and also send necessary blank forms! Ang £uggestions you may offer will be gratefully received. Very respectfully,
WM. S. ROWE, Caskier. COMPTROLLER OF THE CURRENCY,
Washington, D. C.
Iashington, April 13, 1822. Sir: I am in receipt of your letter of the 11th instant, relative to the approaching expiration of the corporate existence of your bank, which takes place at close of business on May 25, 18-2.
Under the recent decision of the Attorney-General, there is nothing in the present law to prevent the stockholders of national banking associations the franchises of which expire, or which have gone into voluntary liquidation under sections 5220 and 5221 of the Revised Statutes of the United States, from organizing other national banking associations with the same name.
To avoid difficulties which might ensue were you to wait until the expiration of your franchise at close of business on May 25, 1882, the present association should be put into voluntary liquidation by the vote of stockholders owning two-thirds of the stock, under the sections above mentioned. The vote may be taken with the under. standing that it is to take effect upon some future day, at least thirty days prior to the expiration of the franchise.
A blank form is inclosed for the purpose of notifying this vote to this office, and the manner in which it should be filled up is indicated in pencil.
The form of notice to bill holders and creditors is also printed on the lower portion of this blank with directions for its publication. If the day selected for liquidativa be April 25, the new association can be organized so as to commence business upon the 26th.
Your stockholders should proceed to organize the new bank in precisely the same way as if there had been no Second National Bank of Cincinnati in existence, paying in 50 per cent. of its capital, &c., as required by the national banking law. The minimum capital required for a national bank located in Cincinnati is $200,000. It will be necessary for the stockholders to pay up $100,000 of this sum before the nex bank can be authorized to commence business.
Any of the stockholders, not less than five natural persous, can enter into articles of association for a bank with a capital of $200,000. If any are executors or trustees. evidence of their authority to subscribe for the stock of new bank must accompany the papers. They can then execute an organization certificate and open a new set of books.
The necessary blanks for the organization of a new bank are inclosed herewith. They should be executed in duplicate, and one original in each case sent to this office The articles of association and organization certificate can be executed immediately upon the receipt of this letter and with the oaths of directors, &c., can be filed at once. The certificate of officers to the payment of capital should be filed within about ten days of the liquidation of the old bank, and at the same time, at least, $50,000 in bonds should be deposited to the credit of the new bank. After the new bank commences business its capital can be increased from time to time by the directors under section 5142 of the Revised Statutes, until all the capital of the old bank is transferred to it. Blanks for certifying such increase to this office are inclosed.
In the new articles of association the maximum of increase should be placed at such amount as may be deemed necessary, as it cannot, after it has been once fixed, be afterwards changed.
When the old bank is in liquidation, its depositors can be requested to withdraw their accounts from it by check and reopen them with the new bank. Those vot
wishing to do so must be paid. The assets can then, with consent of the stockholders, be transferred by the board of directors of the old bank to that of the new. The inclosed blank order for circulation can be filled out and sent with the certificate or officers and directors and bonds for deposit. New designs have been determined upon for notes of newly-organized banks, and this order will cover the new plates, which will cost, perhaps, not more than $75 each. The bill for plates will be sent hereafter.
Within a reasonable time after the liquidation of the old bank its circulation can be provided for by a deposit of lawful money through this office with the United States Treasurer. The deposit may be made with the Assistant Treasurer United States in New York, and his certificate of deposit sent to this office.
Prior to liquidation you can, by depositing lawful money in the same manner, release sufficient of the bonds of the old bank now on deposit, so that they may be transferred to the account of the new bank. The amount required for this purpose will be at least $50,000, and the lawful money deposited will be $15,000. Blank forms are inclosed for authorizing the withdrawal and transfer of the bonds, which may be executed and sent with the Assistant Treasurer's certificate and the Treasurer's duplicate receipts for the bonds to be withdrawn. The necessary withdrawal and transfer of $30,000 in bonds may be sent with the certificate of officers and directors to the payment of 50 per cent. of the capital stock of the new bank about ten days previous to the date of liquidation.
The new circulation will not be ready until about thirty days after the new bank is authorized to commence business. All the circulation called for by your order will then be ready, and you can then begin to deposit lawful money to retire the remainder of circulation of old bank and transfer remainder of bonds to the new bank. As fast as these bonds are transferred new circulation will be sent to you.
The difficulties referred to in the third paragraph of this letter are outlined in the decision of the United States Supreme Court in the case of Colby r's. National Bank of Selma (21 Wallace, 609, or Thompson's National Bank cases, pp. 109-112), which takes the ground that a national banking association after the expiration of its franchise has no existence for purpose of liquidation.
In this decision Justice Field says:
“With the forfeiture of its rights, privileges, and franchises, the corporation was necessarily dissolved, as the decree adjudged. Its existence as a legal entity was, therefore, ended, and it was then a defunct institution, and judgment could no more bo rendered against it in a suit previously commenced than judgment could be rendered against a dead man dying pendente lite. This is the rule with respect to all corporations whose chartered existence has come to an end, either by lapse of time or decree of forfeiture, unless by statute pending suits be allowed to proceed to judgment notwithstanding such dissolution.
“The prolongation of the corporate life for this specific purpose as much requires special legislative enactment as does the original creation of the corporation.
"No such enactment is found in the act of Congress authorizing the creation of national banks, and prescribing their powers. Nor is there any provision elsewhere that we are aware of which would prevent the dissolution of a corporation from working the abatement of a suit pending against it at the time." Very respectfully,
JNO. JAY KNOX,
Comptroller. W. S. Rowe, Esq.,
Cashier second National Bank, Cincinnati, Ohio. The Second National Bank of Cincinnati, No. 32, went into liquidation on the 25th day of April, 1882, under sections 5220–21 and 22 of the Revised Statutes; it deposited $45,000 of lawful money with the Treasurer of the United States and withdrew $50,000 of United States bonds. It filed in this office articles of association and an organization certificate, as required by section 5136 of the Revised Statutes, also a certificate of officers and directors, showing that the amount of capital stock as provided in section 5140 of the Revised Statutes, had been paid in. The oaths of directors were filed in this city as required by section 5147 of the Revised Statutes. These papers were similar in form to the papers filed by the original bank on May 26, 1863, and such papers as are now required to be placed on file in this office by all associ. ations organizing as national banks. Fifty thousand dollars of United States bonds were also deposited for the purpose of perfecting the or