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ment to be filed with the State auditor must contain a statement of "the names of the officers who are to manage the business of said bank" (sec. 3404, par. 6). Section 3405 provides that "each individual, partnership, or firm, desiring to transact a banking business in this State shall issue certificates of stock to the respective individual or individuals forming said partnership, in an amount equal to the capital of said bank, which certificates of stock shall be deemed and considered the capital stock of said bank." Section 3407, after providing, as did the act of 1905, that there shall be posted in the banking room a printed list of all the owners and parties interested in the bank, has this additional provision: "Should the interest of any member of such partnership or firm, or of an individual doing a banking business under the provisions of this act, change, either by death, devise, sale, or otherwise, then, and in that case, the auditor of State shall be notified of such change, and the printed notice in the room of any such bank as herein provided shall be changed accordingly." By section 3408, which requires reports to the State auditor of the condition of the bank, it is provided, "in no reports filed under this section shall the real or personal property of an individual or individuals owning said bank, except the title is in the bank, be permitted as an asset."

It thus appears that the act of 1907 (1) expressly refers to private banks as organized and doing business under its provisions; (2) provides for a certificate from the State authorizing the transaction of a banking business without which certificates such business can not be transacted; (3) provides for an artificial name in which the bank can sue and be sued and can take title to property; (4) provides for a capital stock to be divided into shares; (5) provides for the management of its affairs, not by its owners, but by certain named officers; (6) abolishes the delectus persona, so that the transfer of a share in the bank shall not work a dissolution.

I am of the opinion, therefore, that some of the most essential attributes of a corporation are conferred on these private banks in Indiana by legislative sanction. Indeed,

the only characteristic remaining to them of noncorporate existence appears to be the unlimited liability of the owners for the debts of the bank. The case is fully as strong for an affirmance of essentially corporate functions as was that of the Liverpool Insurance Company v. Massachusetts, 10 Wall. 566, where the Supreme Court held that an English joint-stock association, formed originally by a deed of settlement, whose share owners were individually responsible and which was expressly declared by act of Parliament not to be a corporation, yet had that character within the intent of a Massachusetts statute taxing insurance companies incorporated under the laws of any Government other than one of the United States. The court said (p. 574) :

66* * * the attributes generally found in corporations for pecuniary profit which are deemed essential to their corporate character.

"1. It has a distinctive and artificial name by which it can make contracts.

"2. It has a statutory provision by which it can sue and be sued in the name of one of its officers as the representative of the whole body, which is bound by the judgment rendered in such suit.

"3. It has provision for perpetual succession by the transfer and transmission of the shares of its capital stock, whereby new members are introduced in place of those who die or sell out.

"4. Its existence as an entity apart from the shareholders is recognized by the act of Parliament which enables it to sue its shareholders and be sued by them."

All of these corporate characteristics deemed of the essence by the Supreme Court of the United States appear, in substance, to inhere in private banks in Indiana under the legislation of 1907, and I am therefore of the opinion that they may become the depositories of postal savings funds under section 9 of the act of June 25, 1910, as construed in my opinion of March 12, 1912.

Respectfully,

GEORGE W. WICKERSHAM.

The POSTMASTER GENERAL.

POSTAL SAVINGS SYSTEM-WILSON TOWNSHIP BONDS.

Certain good road bonds of Wilson Township issued by the board of commissioners of Wilson County, N. C., under authority of law and which are payable out of taxes levied against all the property, both real and personal, contained within the limits of said township without any restrictions or limitations, may be accepted as security for deposits of postal savings funds consistently with section 9 of the. postal savings depositories act of June 25, 1910 (36 Stat. 816), and with the regulations of the board of trustees.

The sufficiency of any bonds offered as security for the deposit of postal savings funds, even if they fall within the class "public bonds or other securities supported by the taxing power," rests entirely in the uncontrolled discretion of the board of trustees.

DEPARTMENT OF JUSTICE,

May 25, 1912.

SIR: I have the honor to acknowledge the receipt of your letter of the 11th instant, in which you request my opinion whether certain bonds issued by the board of commissioners of Wilson County, N. C., under an act passed by the general assembly of that State may be accepted as security for deposits of postal savings funds consistently with section 9 of the postal savings act and with the regulations of the board of trustees adopted in the exercise of the discretion given them by said section. You state that the securities were rejected on the ground that they are payable, only from the assessments against the property in Wilson Township, which is but a part of Wilson County.

Section 9 of the postal act of June 25, 1910 (36 Stat. 816), provides, in so far as applicable to your inquiry, as follows:

(6 * * * The board of trustees shall take from such banks such security in public bonds or other securities, supported by the taxing power, as the board may prescribe, approve, and deem sufficient and necessary to insure the safety and prompt payment of such deposits on demand.”

It thus appears that the sufficiency of any bonds offered as security for the deposit of postal savings funds, even if they fall within the class," public bonds or other securities supported by the taxing power," rests entirely in the un

controlled discretion of the board of trustees. As a guide and rule to the exercise of this discretion the board has adopted certain regulations, and I assume that the question upon which you desire my opinion is whether the bonds now tendered fall within the requirements of such regulations. You, therefore, refer me to section 5 of the Regulations for the Guidance of Banks, which provides that:

"Bonds of any city, town, county, or other legally constituted municipality or district in the United States which has been in existence for a period of ten years, and which, for a period of ten years previous, has not defaulted in the payment of any part of either principal or interest of any funded debt authorized to be contracted by it, and whose net funded indebtedness does not exceed 10 per cent of the valuation of its taxable property, to be ascertained by the last preceding valuation for the assessment of taxes, will be received at 75 per cent of their market value, such market value not to be considered as exceeding par."

This regulation, however, does not seem clearly to prohibit the reception of bonds of a legally constituted county which are payable only from assessments on property in a portion of the county.

In connection with the opinion I rendered you March 2 last in the Portland, Oreg., bond case (29 Op. 335), you submitted to me a memorandum of the Treasurer of the United States in which it was stated that "the regulations of the board of trustees delegate to the Treasurer of the United States, who, under the law, is treasurer of the board of trustees, the authority to pass on the bonds offered by banks as security for postal savings funds," and, further, that "a public bond supported by the taxing power within the meaning of postal savings act June 25, 1910, has been construed by this office to mean an obligation of a legally constituted political division, whether Government, State, city, county, town, school district, or municipality, issued under proper legislative authority and constituting a proper charge that may be paid out of taxes levied against all the property, both real and personal, that is contained

within the limits of the pace that issues the bonds without any restrictions or limitations."

I assume that it is under this regulation that the objection you refer to is made to the bonds in question, and I therefore proceed to consider whether these bonds constitute "a proper charge that may be paid out of taxes levied against all the property, both real and personal, that is contained within the limits of the place that issues the bonds without any restrictions or limitations," and I do not undertake to pass on their validity in any other respect.

The constitution of North Carolina of 1868, after providing, in Article VII, for the election of county officers and prescribing their duties, provided, by section 3 of Article VII:

"It shall be the duty of the commissioners first elected in each county, to divide the same into convenient districts, to determine the boundaries and prescribe the name of the said districts, and to report the same to the general assembly before the 1st day of January, 1869."

By section 4 it was provided:

"Upon the approval of the reports provided for in the foregoing section, by the general assembly, the said districts shall have corporate powers for the necessary purposes of local government, and shall be known as townships."

Section 5 provided for the officers of these townships, and section 9 provided that "all taxes levied by any * * * township, shall be uniform and ad valorem, upon all property in the same, except property exempted by this Constitution."

Townships were unknown in North Carolina at the time the constitution of 1868 was ratified, and the experiment proved a failure. (Wittkowsky v. Commissioners, 150 N. C. 90.) In 1875 the constitution was amended so as to provide by section 14 of Article VII:

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The general assembly shall have full power by statute to modify, change, or abrogate any and all of the provisions

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