Van Slyke v. Metropolitan National Bank ( 1923 )

Quinn, J.

This suit involves tbe identical resolution considered in Van Slyke v. Andrews, 146 Minn. 316, 178 N. W. 959, where it was beld void as against public policy and that no right of action could be founded thereon. In tbe instant case tbe trial court ordered judgment in favor of tbe defendant on tbe pleadings. From tbe judgment so entered plaintiff appeals.

Tbe facts leading up to tbe passage of tbe resolution are tersely stated in tbe opinion referred to and require no repetition here. As to tbe validity of tbe resolution, tbe bolding there applies here. A copy thereof is attached to and made a part of tbe complaint and is admitted in tbe answer. It constitutes tbe basis of tbe cause of action upon which plaintiff seeks to recover as set forth in his amended complaint.

Plaintiff was president and one of tbe directors of the defendant bank. On November 1, 1917, be resigned as president, and tbe board over which be presided, by tbe resolution in question, appointed him chairman of tbe board of directors for tbe period of 14 months, at a salary of $1,000 per month. Plaintiff accepted the position and performed bis duties as such officer until January, 1918, when bis term as director expired. He was not re-elected a director. Tbe comptroller of currency objected. Tbe board of directors then passed a resolution revoking tbe former resolution and dismissing plaintiff as such chairman. Plaintiff received payment for bis services up to tbe middle of January, 1918. He now sues to recover for tbe balance of tbe 14 months.

Tbe trial. court was right. When plaintiff’s term of office as director expired be was no longer qualified to act as chairman of tbe board. The resolution was void because the board had no authority, under the Federal banking law, to appoint an officer of the bank for any specified time. Under the Revised Statutes, § 5136, the board had a right to dismiss plaintiff at its pleasure. We are unable to concur in the contention that a resolution of the board of directors of a national bank, appointing one of its directors as chairman of the board, amounts to the mere hiring of an employe of the bank as distinguished from an officer. In such a position his official duties are surpassed by no other officers, insofar as the general welfare and business affairs of the bank are concerned, but his services as such may be dispensed with in the same manner as those of other officers. Harrington v. First Nat. Bank of Chittenango, 1 Thompson & Cook (N. Y. Supp.) 361 and 366; First Nat. Bank of Brandon v. Briggs, 69 Vt. 12, 37 Atl. 231, 37 L. R. A. 845, 60 Am. St. 922; Westervelt v. Mohrenstecher, 76 Fed. 118, 22 C. C. A. 93, 34 L. R. A. 477.

Judgment affirmed.