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words; to wit, " And by its board of directors [it may] appoint a president, vice-president, cashier, and other officers, define their duties, require bonds, &c."-" Act to provide a National Currency, &c." Approved June 3, 1864. Sec. 8. But it would seem that it is not customary for the directors to exercise this power. In all the cases which we have examined, we have found any trace of such exercise in only two or three, and even in these it appeared in such a general and indefinite shape, that though put in evidence it was scarcely considered at all either in argument or in the decision. It was suggested by able counsel, lately, in the argument of an important cause, that if the directors of a bank organized under the National Banking Act had neglected to define the powers and duties of the cashier, in such case he had neither powers nor duties. But the suggestion was accompanied with a half apologetic acknowledgment that it was not offered with any great expectation that it would be held tenable. Clearly, though ingenious, it is not tenable. The name and office of "cashier," by a necessary and a strictly legal implication, carry with them certain powers and privileges. The law has long recognized such as intrinsically inherent in the nature of the office. Again and again it has been held, that a cashier, whose powers and duties have been set forth neither by law, by the charter, by by-laws, nor by votes or instructions of the directors, can, nevertheless, simply qua "cashier," by virtue of having been so chosen, and of being publicly so denominated and recognized, do certain acts. Nearly every case which we shall have occasion to cite is founded upon this doctrine, though it seems to have been generally considered unnecessary to lay it down directly; cela va sans dire. See especially, however, Sturges v. Bank of Circleville, Minor v. Mechanics' Bank of Alexandria;2 Wild v. Bank of Passamaquoddy; Bank of Pennsylvania v. Reed; Andrews v. Kneeland; 5 Baldwin v. Bank of Newbury. This list could be extended if it were worth while. Besides these, we have the remarks of Mr. Justice Wayne, in the case of the United States v. City Bank of Columbus, "That, though the directors had power under the act of incorporation to fix the duties of the cashier, and though

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1 11 Ohio St. 153.

3 3 Mason, 505.

56 Cowen, 354.
7 21 How. 356.

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2 1 Pet. 46.

4 1 W. & S. 101.

6 1 Wall. 234.

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whether they had done so or not did not appear; yet, "the acts of the cashier done in the ordinary course of the business actually confided to such an officer may well be deemed prima facie evidence that they fell within the scope of his duty."

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In general language, the courts have laid down as ordinary and inherent duties of the cashier, the following, to wit: The superintendence of the books, and of the payments and receipts of the bank; the charge of the notes, securities, and other funds of the bank, and of the business of negotiating, managing, and disposing of them; the superintendence of the collection of protested notes; superintendence of books, and of the transactions of the bank, under orders of the directors; the receipt of all moneys and notes of the bank; the giving up of discounted notes and securities when paid; the drawing of checks to withdraw funds of the bank on deposit elsewhere; and as executive officer, the transaction of most of its business; the negotiation of bills of exchange on behalf of the bank, if this is part of the business which the bank undertakes to do; the making payments for discounted bills and notes; the charge of all the "movable property" of the bank, superintendence of books, &c. Such have been the rulings of our courts when discussing the general scope of the powers and duties ordinarily or at common law inherent in the office of cashier. Precisely what acts, or indirect and incidental powers might be included in this general phraseology, it cannot always be possible to determine without the aid of judicial decisions; but the mere fact of generalizations having been attempted, is, in the absence of a system of statutory regulations, a step towards bringing order out of the chaos; for every decision made upon general principles, and not resting upon special proof of a local or limited usage, makes a rule for ever after immutable. Wherever the act of a cashier is authorized by a decision of this nature, of good legal authority, persons thereafter dealing with a cashier in a like matter, without notice actual or constructive to the contrary, may feel assured that their dealings are safe.

1 Sturges v. Bank of Circleville, supra.

2 Wild v. Bank of Passamaquoddy, 3 Mason, 505.

3 Bank of Pennsylvania v. Reed, 1 W. & S. 101.

4 Baldwin v. Bank of Newbury, 1 Wall. 234.

5 United States v. City Bank of Columbus, 21 How. 356.

6 Lafayette Bank v. State Bank of Illinois, 4 McLean, 208.

7 Franklin Bank v. Stewart, 37 Me. 519.

The cashier is the principal business officer of the bank. The difficulty is to give him enough power, and at the same time not to allow him practically to become the bank itself. Ordinarily, the transactions in the daily routine of business may be properly transacted by and through him. Duties which demand only confidence in the integrity of the officer, and familiarity with the forms of business, executive duties such as do not rise to what may be termed a semi-judicial character and importance, are those which he is specially delegated to perform. The responsible conduct and management of the affairs of the institution, as, for example, the business of discounting, which call for the exercise of a high degree of care, knowledge, and experience, and a semi-judicial discretion, are not, and never have been held to be, appurtenant to the cashier's office. The cashier is properly the executive agent of the directors. It is his duty to carry out what they devise. They are responsible for the soundness of the action decided upon; he is responsible for the honesty, accuracy, and regularity with which that action is carried out. They are the mind, and he is the hands, of the corporation. The directors may once for all authorize him to do all acts of a certain class; or, in special cases, they may confer upon him a special authority to do a certain act.

A schedule of the precise acts which have been ruled to be, or not to be, within the power of a cashier, simply as such, by virtue of the ordinary scope of the office, and which cannot be classified or referred to any more specific principle, but must stand as isolated instances of the interpretation of this general power and duty, may be well inserted here. It will serve to illustrate and explain the generalizations above given.

A cashier may indorse the negotiable securities of the bank, and proof of special authority so to do is not necessary. Upon the same principle in Sturges v. Bank of Circleville, where the cashier had sold a bill of exchange without indorsing it, but accompanied its delivery with the written statement to the purchaser that "this bill is perfectly good," it was held that the bank was bound by the guaranty. The indorsement of the cashier would have been legal and would have bound the bank, and this guaranty only amounted to the same thing in a circuitous way.

1 Wild v. Bank of Passamaquoddy, 3 Mason, 505; Hartford Bank v. Barry, 17 Mass. 94; Fleckner v. Bank of the United States, 8 Wheat. 338.

2 11 Ohio St. 153.

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But though the authority to indorse is asserted in general terms, and is well sustained, yet the acceptance of an indorsed bill, note, &c., is rendered dangerous by the limitation with which the authority is accompanied, and which forbids a cashier to sell the property of the bank. In Hoyt v. Thompson, it is directly affirmed that the "assignment" of corporate property by the president or cashier, without authority from the directors, express or implied, is invalid. In Hartford Bank v. Barry, supra, the power of indorsement was allowed only for the sake of putting a note in the way for collection; and the power to "transfer the property of the bank" was expressly denied. In United States v. City Bank of Columbus, supra, it was intimated, though it was not necessary to rule, that the cashier could not sell the property of the bank; and it was actually decided that he could not, unless by express delegation of power from the directors, do the cognate act of making a valid contract involving the purchase of bank property by another. The rule to be extracted from these decisions is clearly that the cashier has not the discretionary or semi-judicial power of deciding upon the propriety of the sale of any property of the bank. This must be passed upon by the higher powers behind him. But when the sale has been resolved upon by such power, then he is the proper person to carry it into effect by indorsement. He is to the directors what the clerk of a court is to the judge. As administrative officer, he properly performs the manual part of the business. By virtue of the general duty, above mentioned, of superintending the collection of moneys due to the bank, he may indorse to facilitate legal proceedings. In Fleckner v. Bank of the United States,2 the language of Judge Story, though rather in the nature of an obiter dictum, is very interesting. The cashier had indorsed over to a creditor bank a certain note held by his own bank, for the purpose of discharging his bank's indebtedness. Certain votes of the directors were introduced, and were held sufficient to authorize the transaction. But apart from this special authority, Mr. Justice Story said that he thought the act could be supported upon the solitary basis of the ordinary power of the cashier, "at least, if his office be like that of similar institutions, and his rights and duties are not otherwise restricted." For he is intrusted with "all the funds of the bank, its cash, notes, bills, &c., to be used

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from time to time, for the ordinary and extraordinary exigencies of the bank. . . . In short, he is considered the executive officer, through whom and by whom the whole moneyed operations of the bank in paying or receiving debts, or discharging or transferring securities, are to be conducted. It does not seem too much, then, to infer, in the absence of all positive restrictions, that it is his duty as well to apply the negotiable funds, as the moneyed capital of the bank, to discharge its debts and obligations." This liberal endowment of the cashier with a control over the management of the bank's affairs, so much greater than is customary, ill accords with the much narrower restrictions drawn around his functions by the great bulk of the cases. It has been severely criticised, and we should be surprised to see it sustained. At present, its only weight is derived from the personal reputation of the Judge who uttered it, for it was not an enunciation of a principle necessary to the decision of the case, and need not therefore be supposed to embody the ideas of any of the learned Judge's associates.

It has been also laid down, and may be considered as decided beyond a question, that it is a part of the ordinary duty appurtenant to the position of a cashier to negotiate bills of exchange, if the bank deals in them. It is certain, that, by virtue of this general charge, he may sell, transfer, and indorse such bills without any further authority than that resulting from his mere tenure of the office of cashier. To conclude, therefore: if a transaction, not being in a simple matter of negotiation of exchange, involves an indorsement of business paper belonging to the bank by its cashier, and may for all that appears to the contrary be a simple sale or transfer by the bank of its negotiable property, then the taker must either satisfy himself of the real nature of the matter and of the consequent authority, ordinary or extraordinary, express or implied, of the cashier to make the indorsement and to bind the bank thereby, or he must accept the indorsed paper at his peril and in sole reliance on the personal integrity of the officer. If the transaction turns out to be in the nature of a sale, it will probably be held invalid, unless authorized by the corporate government. Neither, as will hereafter be made apparent, would the cashier's statement, that he was duly empowered, affect the indorsee's rights at all, if such statement were false.

The general power of the cashier to superintend the books of the bank, and his general duty to collect its debts, sometimes bring

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