Private deposits, 842,834 57 being a reduction of loans less, by nearly 5th. That, so far from cramping the trade of 7,778,403 41 34,671,324 00 be indebted to the Bank an average amount of 3,464,956 00 So far were the loans of the State Banks from being contracted, within the period designated, that, they were generally enlarged. This is evident from the report of the Union Committee on the State Banks of New York, showing, that their discounts were greater on the 1st October, 1833, than in January of the same year. The professed disposition of the Secretary to delay the removal of the deposits, is effectually discredited by the fact, that the determination to remove them was proclaimed by the President (and never abandoned) long before the cause alleged is stated to have existed. Nothing can more show the inconsiderateness of the Executive, than this utter disregard of facts and consistency. It demonstrates, that, this war upon the Bank was one of wild and senseless passion. It cannot fail to be observed, that, the very effect which the Executive proposed to produce by the removal of the deposits, namely, the reduction of the discounts of the Bank, and which, had it taken place, would have been caused by the known intention of removal, is preferred as ground of complaint against the Bank, and as the justification of the removal. The Bank is censured, because the action ascribed to it would have given effect to the design of the Executive; and the deposits are alleged to be removed because the Bank took measures to prevent the removal from producing distress. 431. III. The charge, of mismanagement, against the Bank, is a very broad one; we will consider it under the specifications of the Secretary. I. That the Bank, to avoid accountability, designedly concealed its affairs from the Government Directors, who were appointed to protect the public interests, and to apprise the public authorities of misconduct upon its part; that for this purpose, violating its charter, it committed the most important of its affairs to an " Exchange Committee," appointed by the President of the Bank, from which the Government Directors were excluded. But there is no violation, whatever, of the charter, in authorizing the President to appoint the Committee of Exchange, or in empowering the Committee to transact the business of exchange or discount. The fourth fundamental law of the corporation enacts, that "not less than seven Directors shall constitute a Board for the transaction of business." Transaction of business, does not mean, exclusively, the execution of business. Such is not the restricted meaning of the word here. 1. Because the requisition of seven Directors to do the various business of the Bank, would render the execution of business impossible; not even a deposit could be received or paid without their presence. 2. The charter, by the use of a different term, in different places, shows that such is not the meaning of the word. 3. The word, in its proper sense, includes direction and execution. 4. The authority of the Board is legislative; and, though they can also execute any business, the law prescribed, by themselves, or under the charter, must determine what part they will perform in person, and what remit to others. The quorum is appointed for the exercise of authority as a Board, for legisla tion and for the execution of the commands of the Board. 5. The body is, by the very name of its office, directive, and not executive. This is clearly implied from the provision which gives to a substituted Director the power to transact all the necessary business belonging to the office of President, during the President's sickness, or necessary absence. The charter does not declare the business of the President; that is prescribed by the Board of Directors or the by-laws and regulations of the Bank. If by the Board, they must have power to direct, and he, by virtue thereof, power to execute. Upon this principle, the Board may authorize the President to appoint Committees, a necessary power to every legis lative body, or may authorize a Committee to take order upon the purchase and sale of exchange, or for any other act of banking, where not prohibited by charter. The power exercised by the Committee of Exchange is not only usual in banking, but indispensable to the due management of the parent Bank. The question of expediency is, however, for the Board, when its legal quorum is present, to decide, and their decision has not been questioned by the stockholders as to the right. Though the discount of promissory notes is directed by the Board of Directors, in person, there is no legal differ ence between the discounts and exchanges; the Board may regulate the whole, as it deems best for the Bank. But the charge of concealment, as connected with the alleged violation of the charter, involves great considerations. It would seem to imply, general concealment, from omission to appoint any of the Government Directors upon the Com mittee of Exchange; and particular concealment, from authority given to the Committee on the offices to modify the resolutions of the Board for reducing the business of the Bank; also, from refusing to the Government Directors, a copy of the resolution indicating the course of the Bank, and which they thought should be transmitted to the Secretary of the Treasury. The rights specially claimed by the Government Directors, are wholly unfounded. Their right to be members of any Committee, has no more legal support than the right of a member of the House of Representatives to be upon a Com-' mittee appointed by that House. It depends, in one case, on the pleasure of the House, or which is the same thing, its organ, the Speaker; and in the other, upon the pleasure of the Board, or their agent, the President. The right to require a Committee to report to the Board, is the right of the Board; and not of an individual member. The right to take a copy of the minutes, depends on the will of the Board, the charter containing no direction upon the subject. Such being the questions of right, we may advert to those of expediency and propriety. Heretofore, the Government Directors mingled in all the transactions of the Bank, served on all the important Committees, including that of exchange, as their peculiar qualifications may have warranted-their selection being always a question of qualification. But, in the time of the late Government Directors, a change had come over the country and the Bank, from which they could not escape. It was for a long time vehemently suspected, and at length, certainly, established by their own confession, that the Government Directors deemed themselves bound, or entitled, to use their posts for the purpose of making representations to the President of the United States, tending to excite odium against their co-Directors, by impeaching their motives and acts, and thus to impair the credit of the Bank; that they deemed * See their letter to the President, 22d April, 1833, annexed to the letter of the Secretary of the Treasury. themselves at liberty, in the performance of this duty, as in the exercise of this right, to pursue objects which they did not care to avow, and which they were not permitted to avow; and finally, that in some way, by some unexplained theory of their appointment, they had come to the opinion, that they possessed political powers in the institution, which they were authorized to use for political purposes;—that they were devised as instruments for the attainment of public objects, and that their appointment was given to the President with the consent of the Senate, in order to clothe them with all the character of official representatives, and to exact from them a discharge of all the duties, public, political, and patriotic, incident to a trust so conferred. All this being known, or vehemently suspected, may have produced doubts of the propriety of placing these Directors in posts of trust and confidence, where other gentlemen, having feelings and reputations of their own, might be unwilling to sit with them. Such doubts would seem to be fully justified by the sense of the Senate of the United States, which refused to advise, or consent to their re-appointment, and to the appointment of two of them to other offices, to which they were since nominated, in reward of their subserviency. The object which these instruments of the President were required to pursue, but forbidden to avow, is now known to have been the inculpation of the Board, and, particularly, of the gentleman at its head; and by means of the odium thus excited, to justify, to public prejudice, an act of deadly hatred to the Bank, of which they were Directors-the removal of the deposits. With the confession of concealment by the Government Directors, to which they were coerced by the President, the Secretary of the Treasury arraigns the Board for concealing its operations from them. He charges the Board with concealment, in violation of their charter, and in contempt of the Government, when the head and front of their offence is this, only-that they would not consent to be the dupes of concealment that was practised by others. But the Government Directors wholly misconceived their powers and duties. They were not devised as instruments of the President, whatever they may have made of themselves. There is no difference between the rights and duties of any of the Directors. Those appointed by the President owe a duty to the nation; so do the others, and they have performed it. Those elected by the stockholders owe a duty to the Bank, and so did the others; but they nei ther performed nor acknowledged it. They were not placed there to make inquiries for the President, who had no authority to direct inquiries to be made by them. This is a question of charter power, of power over a corporation, all of whose privileges are rights of property. The charter gives to the President no such right. It expressly gives to the Secretary of the Treasury a right of limited inquiry, by investigating such general accounts, in the books of the Bank, as relate to the statements which the Bank is bound to furnish to the Treasury Department, but no further. Congress have power to inspect the books of the Bank and the proceedings of the corporation generally. These powers have been expressly given, and have been so given, because they would not have been derived by implication from the charter. But, here, is a power to be implied, greater than all, and worse than all—a power to be exercised secretly, and without avowal; ex parte, without notice, without opportunity of reply or explanation being given to those whom it affects, and by persons who are holding, to all appearances, the relations of amity, with their co-Directors sitting on the same seats, and professing the same general objects. If other justification were necessary to the Board than a simple statement of the facts, it is to be found, in the approbation of Committees of both Houses of Congress, repeatedly expressed and sanctioned by their constituents, and the concurrence of all persons, whom party has not blinded or made mute. II. The Bank has also been charged, with abuse of its powers, and seeking concealment in relation to the payment of the three per cent. stocks of the Government. This affair is adverted to, but not enlarged upon, by the Secretary. A most perverted statement, however, was given of it by the President in his Cabinet manifesto. That document charges, that the Bank, from a sense of its inability to pay over the government deposits, commenced a secret negotiation with the agents for about $2,700,000 of the three per cent. stocks, held in Holland, to induce them to postpone the receipt, for one or more years, after notice should be given by the Treasury Department of intention to pay, that the Bank might use, during that time, the public money set apart for the payment of these stocks. "After this negotiation had commenced, the Secretary of the Treasury informed the Bank, that it was his intention to pay off one-half of the three per cents. on the first of the suc |