OPINION OF THE ATTORNEY GENERAL OF THE UNITED STATES ON THE Conversion of National Banks to State Banks, WITH A REVIEW OF THE SAME, By EMERSON W. KEYES, DEPUTY SUPERINTENDENT OF THE BANKING DEPARTMENT OF THE STATE OF NEW YORK. i 4 .1 k ALBANY: WEED, PARSONS AND COMPANY, PRINTERS. 1870.suii m OPINION BY THE ATTOENEY-GENEEAL OF THE UNITED STATES, ON THE CONVERSION OF NATIONAL BANKS TO STATE BANKS. Attorney-General’s Office, ) Washington, May 15, 1869. j Sir—In your letter of April 6,1862, transmitting a copy of a letter from the Comptroller of the Currency of the same date, calling atten- tion to his letter of October 15, 1868, and referring to a letter of the late Secretary of the Treasury to my predecessor, of Oct. 16, 1868, yon request my advice npon the points presented therewith; which have been carefully considered, and upon which I am now prepared to submit my opinion. The Comptroller states in his letter of April 6th instant, that he is informed, and has reason to believe, that quite a number of National Banks in the city and State of New York, in order to avoid the restrictions and limitations imposed by the act of Congress, contemplate a return to the State system, under what they call the Enabling Act, passed by the Legislature of that State for that purpose. And, in his letter of October 15, 1868, he states that the President and Directors of the National Mechanics’ and Farmers’ Bank of Albany, an institution organized under the act of Congress to provide a^national currency, secured by a pledge of United States bonds, and 'to provide for the circulation and redemption thereof, passed June 3, 1864, claim to have converted their bank into a State Banking Association, under the provisions of an act passed by the Legislature of the State of New York, April 20th, 1867, entitled “ An Act enabling National Banking Associations to become State Banking Associations,” &c., and that by virtue of such conversion, they are absolved from all allegiance and responsibility as a National Bank to this office, and to the requirements of the acts of Congress. I am of the opinion that it is not within the power of the Legisla- ture of New York to alter, modify, add to or diminish the powers, duties or liabilities created in or conferred upon a Banking Association established under an act of Congress. The powers, privileges and duties of a corporate body are wholly derived from the sovereignty which gave it existence. The Legislature of New York may undoubtedly incorporate or provide by law for the incorporation of Banking Associations in that State; but Banking Associations thus created are new and distinct bodies corporate, with which corpora- tions deriving their existence from the United States cannot be merged or in any manner identified, without the authority of Con- gress. Any lawful contract which a National Banking Association4 might make with a private person, or with another corporation, may undoubtedly be made with a corpoation established by the State of New York for banking purposes, and authorized by that State to enter into such a contract. On the dissolution of a National Banking Association in the man- ner provided by the laws, the property of such an association may be disposed of by its owners to any other parties competent by the local law to receive such transfer, so far as the restrictions, liabilities and duties imposed by act of Congress upon the corporation winding up its affairs will admit. But it seems to me that it is a misuse of lan- guage to say that the National Banking Association is in any sense changed into a banking corporation, created by the laws of the State, or merged in it; and I can perceive no power or authority existing in the Legislature of the State of New York, by which the property of the National corporation shall by act of law, and without any con- veyance or transfer, be vested in and become the property of such State Banking Association. The Statute of New York may, indeed, provide for the creation of a corporation clothed with the capacity to receive a transfer of property in such manner as the Legislature of that State may deter- mine ; and, as far as its capacity to receive is concerned, the Legisla- ture of that State has full control over the subject; but the creation of the capacity in the new corporation is an entirely different thing from the attempt to transfer from the National corporation its prop- erty. The powers and mode of action of the National corporation depend wholly upon the-action of the National Legislature. I am further of opinion, that when a National Banking Association has taken the proper measures for its own dissolution, in conformity with its articles of association, and under the provisions of the act of Congress of June 3, 1864, such dissolution is not complete until the necessary action has been had for the redemption of its circulating notes, either by actually redeeming them and surrendering them to the Comptroller of the Currency, or by depositing an amount of treasury notes with him adequate to their redemption, as provided by that act; and that, until these acts are completed, the existence of the National Banking Association continues under the law; that its capital cannot be lawfully distributed among its shareholders or transferred to any other body corporate; that it remains under the supervision of the Comptroller of the Currency in the manner and to the extent prescribed by the act of Congress to the same extent as before its liquidation commenced ; that it is still required to make regular and proper reports and returns of its condition to the Comp- troller in the manner prescribed by the statute; that it is subject to the penalties which the statute provides for a failure to make such returns; that its obligation to keep its reserve of lawful money still continues; that its directors must still be the owners of so much of its capital stock as the statute directs; and that it is unlawful to endanger the lien of the United States upon its assets by a transfer of them, without other consideration than the formation of a new banking association by the same stockholders.5 It follows, as a consequence, that whatever remedies the act of Congress gives for a violation of its provisions may he pursued by the Comptroller of the Currency. > Whether such a remedy is to be found in obtaining a decree of forfeiture, and the appointment of a receiver, by the exaction and collection of penalties, or by an injunction from a court of equity to restrain an act from which loss or danger to the rights of the Exited States may be reasonably apprehended, will depend, of course, upon the. special facts of the case, and upon the nature and extent of the violation of its corporate duty, which the National Banking Association, undertaking to dissolve its corporate existence, and liquidate its affairs, may be found to commit. I return herewith the papers transmitted. - I have the honor to be, respectfully, Your obedient servant, To the ITon. Geokg-e S. Boutwell, Secretary of the Treasury. E. E. HOAR, Attorney-General.REVIEW OF THE OPINION OP THE ATTORNEY-GENERAL OF THE U. S, CONCERNING- THE DISSOLUTION OF NATIONAL BANKS, AND THEIR REORGANIZATION UNDER THE LAWS OF THIS STATE. Bank Department, ) 4 Albany, June 28, 1869. [ Public attention has been called to an opinion of the Attorney- General of the United States, concerning the power of a National Banking Association, to close its business and affairs, as such, and to reorganize as a banking association under the laws of this State. The important public interests affected by this opinion, seem to justify a review and analysis of it at some length, with a view to determine whether its conclusions are so far founded upon sound and established legal principles, as to compel, or even to justify their acceptance, as final and conclusive, in the matters to which they relate. It must be conceded that the opinion of any Attorney-General of the United States is entitled to respectful consideration, as being pre- sumptively the opinion of a lawyer of no inconsiderable attainments in his profession ; and, in the present instance, that presumption is more than..confirmed by the known and acknowledged legal and judicial ability of Attorney-General Hoar. But the ablest advocates will sometimes be found pleading an unsuccessful cause, whence we infer that the opinion of no Attorney-General is per se to be accepted, unquestioned, as an authoritative exposition of the law. And besides this general ground upon which we may, without pre- sumption, challenge the correctness of this opinion, there are certain facts disclosed in connection with it, which serve in an especial man-8 ner to weaken that confidence in its intrinsic value which its eminent authorship would otherwise tend to inspire. The question concerning which this opinion is rendered, was, it appears, submitted to the late Attorney-General, a gentleman cer- tainly not less eminent in his profession than his successor, on the 16th of October last, or nearly five months before he vacated the office; yet, during that time, he failed to reach a conclusion to which he was willing publicly to commit himself. We can hardly suppose him to have been more preoccupied with the general duties of his office during the concluding months of his term, than would be his successor during the opening weeks of his own. And yet, we find, that a conclusion which Mr. Evarts was unable to form in five months, Mr. Hoar, amid the pressure of duties incident to his new position, reaches within nearly as few weeks. To my mind, it is clear that Mr. Evarts either had found five months too short a time, in connec tion with other duties, in which to give the subject the attention necessary to form a satisfactory conclusion, or that, having reached a conclusion adverse to the desires of the officer who had solicited his opinion, out of deference to that officer he kindly withheld its expres- sion ; and either assumption favors the possibility that the opinion in question may have been written without that careful examination, and calm judicial deliberation to which the subject was entitled. Other evidences, far more conclusive than the above, of the superfi- cial character of the examination upon which this opinion is predi- cated, will be disclosed in the progress of our review, the effect of which is, not of course to prove that the opinion must be wrong, but that it may not be right; in short, to deprive it of that value as an authority which can attach only to opinions matured from careful investigation and research. Again, besides this negative evidence of a want of due examina- tion, the opinion bears internal evidence of having been constructed to support a previously conceived theory, and is subject to the distrust which naturally and necessarily attaches to conclusions thus formed. The desire of the Comptroller of the Currency to force a construc- tion of the law, and of his powers and duties thereunder, such as to render the escape—I can find no better word to express it—of a banking association from his surveilance, to the most difficult and haz- ardous possible, is well known. In seeking the opinion of the law officer of the Government, lie, naturally, like any client seeking advice of his counsel, submits his case in that form best calculated to render plausible his own convictions, by directing attention to the subject from the stand-point of his personal relations, interests and views. Every one who has ever been called upon for a legal opinion upon any question, well knows how easy it is to be misled by the form or aspect in wffiich the case is presented, and to be beguiled into the expression of an opinion, in general terms true enough, but wholly false in its application to particular conditions or cases. It will be understood that the most I claim for my argument, so far as it is based upon these considerations, is, that the opinion rendered in this case invites a closer scrutiny and inspires a measure of dis-9 [trust of its value, by reason of the relation thereto of the parties as {quasi attorney and client. I impute to neither of these gentlemen any improper motive, the one in seeking and the other in rendering an opinion upon the question presented; but conscious that I discern in the history and treatment of the case an evident bias of judgment, I resulting from the relations disclosed, hovever unconscious its j influence upon the parties themselves, it is my natural and logical 'right to avail myself of these evidences of prejudiced judgment, to j lessen the presumptive force and efficacy of an opinion which I firmly j believe to be false in its conclusions and pernicious in its effects. That 'J do not misjudge concerning the partial treatment of the subject by the Attorney-General, will, I think, conclusively appear in the pro- jgress of this analysis of his opinion. I For convenience of reference, the opinion of the Attorney-General jmay be considered under the following heads : ! 1. Statement of the case. 1 2. Consideration of the limitations of State authority in relation to N ati on al B an ks. I 3. Dissolution of National Banking Associations under the act of 'Congress. | What first strikes us as remarkable in the statement of the case, land more than confirms all that I have alleged concerning the pre- judiced treatment of the question, is the fact that this statement, (which summarizes the points submitted by the Comptroller of the [Currency, contains no allnsion to the power of a National Banking Association to dissolve; ignores the act of Congress as an essential (element in the question at issue ; suppresses the vital fact of such pre- cedent dissolution assumed to have been effected by the banks refer- red to, and assumes the whole controversy to relate to an effort on the part of these banks to defy the authority of the National law through (the exercise of powers derived from a law of the State of New York (There is nothing in this statement of the case that requires the {Attorney,-General to introduce into his opinion that branch of inquiry (relating to the dissolution of a National Bank, and viewed from the stand-point of his statement, that feature of his opinion is illogical, not to say contradictory. It has the appearance of being an after- thought, suggested by the discovery that all the first part of his argu- ment related to an issue of his own creation, or rather to an issue fftated by the Comptroller of the Currency for his own purposes, and having no existence outside of that officer’s assumptions. The assump- tion of the statement of the case is, that certain National Banks have sjouglit, under a law of the State of New York, to throw off their rjdlegiance due to the National Government. That is the case, and the tvhole of it, as submitted by the Comptroller and announced by the Attorney-General. To that presentment this officer replies: “I am df the opinion that it is not within the power of the Legislature of New York, to alter, modify, add to or diminish the powers, duties mid liabilities created in, or conferred upon a banking associa- tion established under an act of Congress.” Any argument or I 210 illustration in support of the opinion thus expressed — if a proposition so self-evident can logically be supported — is legitimate, as not being outside the case as stated. With the completion of such argument or illustration, the “case” is closed. Every thing outside of that is foreign to the issue as made up and submitted. Just one-half of the entire opinion, excluding the statement of the case, is occupied with amplifying and illustrating this proposition. There, logically, the opinion should end. There is in the case nothing■ left to be argued. Of course I raise no question of the right of the Attorney-General as “ a free moral agent ” to continue a discussion in some form and upon any subject, either nearly or remotely, related/ to the one stated as engaging his attention, or not related to it at all; but I have an equal right to demand, if he asks me to respect his opinion, that he shall confine himself strictly to a discussion oif the issue which he himself has raised. Freedom of hearing is not less sacred than freedom of speech. But there are few whose logic does not sometimes limp on the way from premise to conclusion; our concern is with graver faults than outstepping the bounds of legitimate discussion. j From the statement of the case as submitted by the Comptroller' of the Currency and the opinion of the Attorney-General’thereon, the real question at issue is wholly excluded, and a false and unreal, issue is presented ; and to meeting that false issue one-half the opinion proper is addressed. In gravely denying that the Legislature of this. State can alter or modify the powers, duties or liabilities of a National. Banking Association, the Attorney-General of course means to assert, that this is what our Legislature has endeavored to do. The denial, we accept as a truism, concerning which there can be no controversy the assertion, in the form of inference, we repel as false and unfounded., And here we may remark, if it was essential to the purpose of the: Attorney-General to set up this man of straw in order to show with what vigorous logic he could knock it down, may we not reasonably anticipate a corresponding exhibition of puerile strength in the subse- quent portion of his argument ? What the Legislature of the State of New York has done must bo sought, not in the hypothesis of the Comptroller of the Currency, ai accepted and discussed by the Attorney-General, but in the statutes enacted by that body. This, in so far as relates to the subject conf sidered, is to be found in the following sections of chapter 475 of thje Laws of 1867: J “An act to enable National Banking Associations to become State Banking Associations, and to amend the banking laws of this State. Passed April 20, 1867. “ The People of the State of New York, represented in Senate and Assembly, do enact as follows: “ Section 1. Whenever any banking association, organized aiuu doing business under the act of Congress, ‘ To provide a national currency, secured by a pledge of United States bonds, and to provide11 jfor the circulation and redemption thereof,’ approved June third, jeighteen hundred and sixty-four, shall, under the provisions of the : said act, or of any act of Congress, he authorized to dissolve its ‘organization as a National Banking Association, and shall have taken the action required to effect such dissolution, it shall he lawful for a majority of the diectors of such dissolved organization, upon the authority in writing of the owners of two-thirds of its capital stock, to execute the certificate of association required by section sixteen, chapter two hundred and sixty, Laws of eighteen hundred and thirty- eight of this State. § 2. Upon the execution and proof of acknowledgment of such certificate, as required hy section sixteen, aforesaid, which certificate shall further declare the authority derived from the stockholders pur- suant to the provisions of the first section of this act, and upon filing a copy thereof in the office of the Superintendent of the Bank Department, with proof that the original is duly recorded in the office of the Clerk of the county where any office of such banking association shall he located, such association shall be held and regarded as a banking association under and in pursuance of the laws of this State, and shall be entitled to all the privileges and be subject to all the liabilities of such banking associations; and thereupon all the assets, real and personal, of the said dissolved national banking association, shall immediately, by act of law, and without any con- veyance or transfer, be vested in and become the property of such State banking association; and the directors of the dissolved organ- ization at the time of such dissolution, shall be the directors of the association created in pursuance hereof, until the first annual election of directors thereafter, and shall have power to take all necessary measures to perfect its organization, and to adopt such regulations concerning its business and management, as may be proper and just, and not inconsistent with the banking laws of this State.” It is clear that in the foregoing sections of law, the Legislature of this State assumed to exercise no prerogatives whatever, over or con- cerning Banking Associations established under the provisions of any act of Congress. Whatever in the title might, by a possibly inad- vertent use of terms, seem to foreshadow such a purpose, is effectually corrected in the act itself, which recognizes, first, the existence of National Banking Associations under the laws of Congress ; second, the authority conferred by these laws, whereby these associations might some time be dissolved ; third, a dissolution absolutely effected (pursuant to such authority; and fourth, its own right to confer ipowers and privileges upon the members of such unincorporate or dissolved organizations. The Legislature suggests no conflict of (authority, passes no judgment, promulgates no theory of statutory /construction, expresses no opinion, meditates no controversy; but innocently presuming that the authority expressly given in the act of , Congress to dissolve a banking association, means something, that is |not altogether a delusion and a snare, anticipating a possible contin- jgency under which that authority may be invoked and a dissolution by virtue of it be effected, our Legislature proceeds in its own unobtrusive i12 way, to render possible and practicable the reinvestment of the capi-l tal of such dissolved association in the business of banking under our| own laws. The perfect legitimacy of this action is expressly conceded i by the Attorney-General himself in the following words : ; “ On the dissolution of a National Banking Association in the man- ner provided by the laws, the property of such an association may be1 disposed of 'by*its owners to any other parties competent by the local i law to receive such transfer, so far as the restrictions, liabilities and duties imposed by act of Congress upon the corporation winding up its affairs will admit.” This is precisely what we claim, and puts entirely beyond the pale of discussion in this controversy the statute of the State of New York, which simply and only creates parties competent to receive from the owners of the dissolved National Bank the transfer of their property therein, and authorizes its employment in banking under the laws of this State. It was quite useless that this act should set forth as a condition of its operation, that such transfer should be sub- ject to the “restrictions, liabilities and duties imposed by act of Con- gress upon the corporation ” thus engaged in “ winding up its affairs.” The common law of corporate liability and the law of Congress together may be trusted to take care of that, without any explicit declaration in the local statute to guard and protect the national honor or authority. In the next clause of his opinion, the Attorney-General clearly reveals how he has suffered himself to be misled concerning the char- acter of our statute, by the language of the title to the act. He says : “ But it seems to me that it is a misuse of language to say that the National Banking Association is in any sense changed into a Banking Association created by the laws of the State or merged in it,” etc. With all deference to the Attorney-General, this seems to me to be the merest verbal criticism, and evinces a familiarity with the title of the act in contrast to that with the text—remarkable, chiefly, as con- firmatory of our previously expressed conviction of the haste with which he had considered the whole subject. That a National Bank- ing Association cannot, as such, by virtue of authority derived from any State law, become a State Banking Association, is one of those; truisms with which the Attorney-General seems to delight in astounding us. This exhibition of technical criticism might have1 been avoided, if it could have been anticipated by our Legislature^ by reciting as follows: “An act to enable the shareholders of a National Banking Association, when duly dissolved pursuant to the provisions of any act of Congress, to reorganize as a State Banking Association,” though whether there would be any thing really gained by this more elaborate statement of the purpose of the act, beyond the possible prevention of such misconceptions as that into which tliq Attorney-General suffers himself to fall, is perhaps open to question.; No rule of construction is more elementary or familiar than that the title to an act is no part of the act itself, and that the latter only is to be considered in determining what is the law. That this fundamental principle of construction should be overlooked by the13 Attorney-General is to be accounted for, not excused, only upon the gjround of the limited time which he found it possible to give to ajn examination of the question submitted to him. The title may be ojf service where there is some form of ambiguity in the act that renders its meaning doubtful, in revealing the intent of the Legislature, ajnd thus aid in giving a rational construction to its terms; but no such conditions are found in the act now under consideration ; the intent of the act and its terms are perfectly clear, and wherein there ik any variance between these and the terms of the title, there being nione as we maintain between their spirit, the former must, of neces- sity, prevail. j We have thus defended the legislation of the State of New York, upon this question, against the unwarrantable assumptions of the Attorney-General, not because such a defense is material in any argument upon the real issue presently to be reached and discussed, b|ut out of respect to the dignity and loyalty of the Legislature of this State that enacted the law, which, if common report be true, has errors and follies enough to answer for, without being charged with hi assumption of powers in contravention of the Constitution of the United States and of the “ laws made in pursuance thereof; ” and, ‘ilso, because the statement of the case, and one-half the opinion rend- ered, is founded wholly upon the assumption of this conflict between the State and National authorities. This statement, and the opinion thereon, we insist, are a complete Legging of the real question at issue, assuming as they do that the la\v of'the State of New York attempts to treat with, and confer powers upon duly constituted National Banking Associations, and that certain of the latter have sought, solely through the force and vitality of this State law, to wrest themselves from the National con- trol and guardianship. These assumptions we deny, and on the con- trary maintain that the law of the State of New York, both in spirit and'terms, confines its operation to dissolved National Banking Asso- ciations—to such only as owe no allegiance to the National authority— tjo such, indeed, as have released themselves from the control of The ikational Administration, solely through the means and by the authority of the laws of Congress; and that as this State law neither fn terms, nor by the remotest implication in any of its provisions, ttempts to define what are dissolved National Banking Associations, r in any manner to control the acts of Congress concerning the dis- flution which they authorize, there is no conflict between the State nd National laws to be reprobated or to be reconciled, and that the effort of the Attorney-General to force sncli a conflict is wholly gratui- tous, and without the support of reason or of any facts existing in the ease* : We may freely concede that until a National Banking Association is dissolved, the State can make no terms with it, or with the individ- uals composing it, that shall, in any manner, affect its relations to the (General Government. If the banks in question were not dissolved as ^National Banks, then they have not organized as State Banks; for, lender the State law, dissolution is a condition precedent to14 reorganization. How completely then do we see that the law of this State, which is made the foundation of this controversy, is in fact excluded from any participation in it. Nay, further, we insist that th|e law of the State of New York, if it were amenable to all that is charge^, upon it, could not enter at all into the real controversy, which is exclu- sively between the Comptroller of the currency and his-—late wards. Plow does this controversy arise ? The Comptroller assumes to exer- cise his usual powers and functions, his authority, over certain cor- porations which have been doing business as Banking Association's under the laws of Congress. They deny his authority, upon thje ground, that, pursuant to the law of Congress, they have ceased to bje National Banking Associations, and are no longer subject to his con- trol in the matters to which he relates ; or if they have not done this in substance and effect, then it must be admitted that at least in tile form of their proceeding they are in error. But I presume it will not be questioned that they do predicate their freedom from his control, solely upon the exercise by them of the powers of voluntary dissolu- tion conferred by the act of Congress. If, therefore, they have ifi fact dissolved as Banking Associations, it is no matter of concern tta him what they have done with themselves ; whether they have gonje into banking business under an invalid State law, or organized them- selves into a company for the manufacture of flying machines for th moon, is equally indifferent to him. The only question is have the in fact dissolved ? Now what, I beg to ask, has the law of the Stab of New York to do with this question ? What do we care, what doe the Comptroller of the Currency care, what does the Attorney-Gen. eral care, what does any body care—for the law of the State of New York in its relations to such a controversy as this? It may be good bad or indifferent, constitutional or unconstitutional, valid or invalid mild-mannered and supplicatory, or bristling with antagonisms, what ever it may be or may assume to be in itself, it has no place in any con troversy, the parties to which must both, first of all, appeal to thje law of Congress in support of the positions they respectively assume. We are thus brought to confront the real and only question a issue; the dissolution of a National Banking Association under tli National Banking Law. The consciousness of not having met the requirements of the casb, in his discussion of the validity of the law of the State of New York, constrains the Attorney-General to consider and pass judgment upon the question which was not, so far as appears, submitted to him at all; and he thus fairly and squarely meets it in the following words : “I am further of opinion, that when a National Banking Asso- ciation has taken the proper measures for its own dissolution, in con- formity with its articles of association, and under the provisions cj>f the act of Congress of June 3, 1864, such dissolution is not complete until the necessary action has been had for the redemption of its cir- culating notes, either by actually redeeming them and surrendering them to the Comptroller of the Currency, or by depositing an amount of Treasury notes with him, adequate to their redemption, as pro- vided by that act; and that till these acts are completed, the existence15 of* the National Banking Association continues under the law, (feed’ liie remainder of the opinion relates to certain conditions incident to this primary proposition, with which as natural conclusions from his premises, we have no concern. The emphasis is my own, and is employed simply to direct attention to the confirmation which the emphasised words impart to my theory of the superficial examination of the subject by the Attorney-General. I surely need not remind alny one who has 'examined, not to say read the law, that this deposit off Treasury notes is to be made with the Treasurer of the United States, Jot with the Comptroller of the Currency! j Before proceeding to an examination of the statute to which the Attorney-General gives construction in the terms above cited, let us seek for'some common and rational understanding of the term “ dis- solution,” as applied to the process of closing a corporate organization. And first, it is not thereby implied that the corporation bursts into fragments, leaving not a “ wrack ” behind. True, there may be a dis- solution approximating those conditions, as the supervisory experience of the Comptroller of the Currency will bear abundant testimony, but fjtiat is not voluntary dissolution, such as we are now considering. But it is a termination of the powers, rights and privileges of the cor- porate body, and correspondingly of its duties and obligations^ as con- ferred and'imposed with reference to the purposes of its organization. The essentials to effect dissolution are the same as to effect corporate organization ; these are : legal capacity, will, and expression in the prescribed mode or form, With reference to organization, the statute creates the capacity, presumes the exercise of will, and prescribes the ipode or form in'which the same maybe expressed. When this Expression of will is complete, according to the mode prescribed, the corporation is formed, although there may remain many uncom- pleted incidents, before it can exercise its full powers, or be liable to the duties imposed upon it in consideration of the exercise of those powers. So of dissolution. The corporation, as such, may be dis- solved, while there yet remain many uncompleted incidents to such dissolution. It may be years before the last corporate debt is paid, hnd though the liability of what was the corporate property, to be Applied to the payment of the debt does not cease in all these years, it will hardly be contended that the corporation, as such, continues in full force until the last of its liabilities is discharged. That is, we Repeat, the dissolution may be perfect and complete, though there ijnay be incidents of such dissolution yet to be completed or performed. Here, it seems to me, is the fallacy in the opinion of the Attorney- General. He confounds the incidents of dissolution with the essentials of dissolution. As the essential element of organization is the will Ao organize, expressed in due form, so the essential element in disso- lution is the will to dissolve, correspondingly expressed. It seems to pie that this would be so in the nature of things, though no provision for dissolution were made in the statute. It might, however, be Inaintained, in such case, that dissolution could not be effected jagainst the will of any associate. °Of course it is not contended that the Legislature may not pre-16 scribe whatever it deems expedient as essential to corporate organiz a- tion, as in the act under consideration certain prerequisites are required before the corporation is permitted to exercise the powers and privileges for which it was organized. So too it may defhjie what shall be essential to dissolution, beyond the expression of tl\ie will to dissolve. I cannot, however, concede that the power fof the Legislature in this direction is unlimited or can be exercised unreasonably. It may impose whatever restraints it desires as to thje form or mode of incorporation, and the powers and liabilities of cor- porate organization; the citizen being tree to accept the conditions, or reject them by refusing to become a member of a corporate body upon the terms imposed. But that the individual corporators can be compelled to continue their corporate existence against their wiljl, indefinitely, by the interposition of disabilities to dissolution, jis opposed to the fundamental principle of individual liberty, which lies at the foundation of our Government and institutions. But we need not discuss conditions not entering into the problem .presented for solution. The National Legislature has attempted to exercise no powers in this direction, not clearly within its authorized discretion. I will not even say that it would have exceeded its powers had it exercised them clearly and unquestionably according to the construction of the Attorney-General. What I maintain is, that Congress has imposed no conditions of dissolution such as are claimed by that officer. It has given to reason, nature, justice and comm oil sense upon this question, the sanction of Legislative recognition anil authority. It has made the expressed will, u vote55 of the owners of two-thirds of the stock definitive and final as an act of dissolution. When this vote is taken the corporation is dissolved. It has no longer the powers or privileges of a corporation, in the transaction