shares, and paid for it. The amount actually subscribed and paid for was $461,300, but of this deficiency plaintiff had no notice. Subsequently the bank became insolvent, and the directors cancelled the increase and reported it to the Comptroller of the Currency. No vote of the stockholders was had on the increase or decrease.

Pursuant to § 5205, U. S. Comp. Stat. 1901, p. 3495, the Comptroller caled for an assessment to pay the deficiency in the capital stock, which was levied and paid by plaintiff with the assurance of one of the directors that there would be no further assessment. Again the bank went into insolvency, and plaintiff was assessed, for a deficiency, on his sixty shares of stock. Held, that such increase of capital stock was valid and binding on plaintiff. That the first assessment could not be applied in law or equity to the discharge of assessments made by the Comptroller in final liquidation of the bank. Delano v. Butler, Receiver, 118 U. S. 634, 30 L. ed. 260, 7 Sup. Ct. Rep. 39. See section 5205, U. S. Comp. Stat. 1901, p. 3495.

14. The pledges of stock in a national bank who holds the same solely as collateral security for a debt due it from the real owner of the stock cannot be held liable for the assessments thereon, when the name of the pledgee as owner or holder of the shares has never appeared on the books of the bank, or even upon the certificates of stock. Wells v. Larrabee, 36 Fed. Rep. 866, 2 L. R. A. 471.

15. A person who is not the owner of stock and has no beneficial interest therein cannot be held liable for the assessments thereon, by reason of the fact that the shares have been assigned to him to hold in trust, it appearing upon the proper books of the bank that he holds the same as trustee. Id.

16. Where a person subscribes for 100 shares of a proposed increase of the capital stock of the national bank, which increase is not made, but 100 shares of the old stock are transferred to the subscriber, without his knowledge or subsequent ratification, and a dividend is subsequently declared and paid to the subscriber, who receives it and does not tender it back, Held that receiving and retaining the dividend was not conclusive proof that he was a stockholder, and does not waive his right to deny that he is a stockholder, and that under the circumstances of the case he was not a stockholder within the law imposing individual liability. Stephens v. Follett, 43 Fed. Rep. 842.

17. In the absence of any agreement or condition that the amount of increase of the capital stock of a bank voted for by the directors shall not be changed, the subsequent reduction of the amount to the amount actually subscribed for will not have the effect of enabling a subscriber to the increase and before the reduction to repudiate his subscription and his acceptance of stock and therefore his liability under this section, unless he can show that the change was fraudulently made or was made to such an inequitable extent as to defeat the purpose and object of the increase. Aspinwall v. Butler, 133 U. S. 595, 33 L. ed. 779, 10 Sup. Ct. Rep. 417.

18. The owner of shares placing them in another's name to evade liability, and similar situations and pledging of shares and the cases thereon reviewed. Pauly v. State Loan & Trust Co. 165 U. S. 606, 41 L. ed. 844, 17 Sup. Ct. Rep. 465.

19. Liability of all shareholders in national banks who are sui juris, is contractual and not statutory. Concord Bank v. Hawkins, 174 U. S. 372, 43 L. ed. 1011, 19 Sup. Ct. Rep. 739.

20. A national bank receiving shares of anothed national bank as collateral,

and bidding them in after default in loan, and there being no transfer of the shares on book of borrowing bank, the former cannot be held liable for assessments. Robinson v. South. Nat. Bank, 180 U. S. 310, 45 L. ed. 542, 21 Sup. Ct. Rep. 383.

21. The owner of national bank shares cannot avoid liability on the ground that the share had been unlawfully purchased by the bank. Lautry v. Wallace, 182 U. S. 553, 45 L. ed. 1226, 21 Sup. Ct. Rep. 878.

22. A national bank may borrow money to meet pressing demands giving time obligations with its assets as security. If the collateral is insufficient the stockholders, assenting and non-assenting, are liable under § 5151. Wyman v. Wallace, 301 U. S. 230.

23. The determination of the Comptroller as to collection of assessment on stock is conclusive is derived from federal authority and cannot be limited by State statutes. Rankin v. Barton, 199 U. S. 228.

24. While a pledgee of national bank stock cannot be held for double liability as a shareholder if the stock is not registered in his name, the real owner may be liable although the stock is not registered in his name. Ohio Valley Nat. Bank v. Hulitt, 204 U. S. 162.

25. The liability of a shareholder in a national bank is not based on contract, but on the provisions of the National Banking Act. A married woman in a State where she cannot enter into a contract is liable for an assessment levied by Comptroller. Christopher v. Norvell, 201 U. S. 216.

§ 5152. [U. S. Comp. Stat. 1901, p. 3465.] Persons holding stock as executors, administrators, guardians, or trustees, shall not be personally subject to any liabilities as stockholders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward, or person interested in such trust funds would be if living and competent to act and hold the stock in his nown name.

1. The principal object of this section is to prevent a personal liability from running against the persons named in this section, who have purchased in their representative capacity, or to whom national bank shares have been transferred as such representatives for the benefit of the trust estate. Davis v. Weed, 44 Conn. 581, Fed. Cas. No. 3,658.

2. This section was not intended to affect the liability of estates in process of settlement. The liability of the stockholder is in the nature of contract, and as such is a personal liability for which his estate is holden at his death. Id., citing Hawthorne v. Calef, 2 Wall. 22, 17 L. ed. 779; Lowry v. Inman, 46 N. Y. 119.

3. But to avail themselves of this exemption, trustees must disclose their trusteeship on the books of the bank. If they do not, they are guilty of laches, and in an action in such case to hold them personally liable, they cannot resort to extrinsic evidence for the purpose of proving the trust. Davis v. Essex Baptist Society, 44 Conn. 586, Fed. Cas. No. 3,633.

4. The liability of a deceased shareholder on his stock survives against his estate. The purpose of section 5151, U. S. Comp. Stat. 1901, p. 3465, of the

National Bank Act is to render the excess of the amount paid by the stockholders up to the par value an asset in his hands, to be resorted to in case of the insolvency of the bank for the payment of its debts. Section 5152, U. S. Comp. Stat. 1901, p. 3465, is designed to protect those holding such stock in a representative capacity from any personal liability, and only makes the funds in their hands, or under their control, liable. Irons . Manufacturers' National Bank, 27 Fed. Rep. 591.

5. Transfer of shares after insolvency of bank will not evade liability, nor will transfer of shares in contemplation of bank's insolvency. Stuart v. Hayden, 169 U. S. 1, 42 L. ed. 639, 18 Sup. Ct. Rep. 274.

§ 5153. All national banking associations, designated for that purpose by the Secretary of the Treasury, shall be depositaries of public money, under such regulations as may be prescribed by the Secretary; and they may also be employed as financial agents of the Governments; and the shall perform all such reasonable duties, as depositaries of public money and financial agents of the Govern ment, as may be required of them. The Secretary of the Treasury shall require the associations thus designated to give satisfactory security, by the deposit of United States bonds and otherwise, for the safe-keeping and prompt payment of the public money deposited with them, and for the faithful performance of their duties as financial agents of the Government: Provided, That the Secretary shall, on or before the first of January of each year, make a public statement of the securities required during that year for such deposits. And every association so designated as receiver or depositary of the public money shall take and receive at par all of the national currency bills, by whatever association issued, which have been paid into the Government for internal revenue, or for loans or stocks: Provided, That the Secretary of the Treasury shall distribute the deposits herein provided for, as far as practicable, equitably between the different States and sections.

(As amended March 4, 1907.)

1. Designating a national bank as a depositary of public money under this section does not change the character of its organization, or convert its managers into public officers, or give to the government any addition control over the institution, or render the United States liable for any of the acts, contracts or obligations of the bank. Nor does it constitute the bank a general financial agent of the government; but when after such a designation it is required by law or by direction of the Secretary of the Treasury to perform any financial duties for the United States, it then becomes a special agent for the particular purpose required, with no power to bind the government beyond the special

authority conferred upon it. In short, constituting a national bank a depositary of public money is an employment of the institution for business purposes, as it is employed by individual depositors, and not an assumption of its powers and liabilities by the national government; nor the making of it, as an institution, a part of the United States Treasury. Branch v. United States, 12 Ct. of Cl. 44; S. C., 12 Bank. Mag. 61. In this case certain moneys coming into the possession of the clerk of a federal court pending a litigation were by him deposited in a national bank which had been designated as a depositary of public moneys. The bank failed. Held, that the United States were not liable for the money so deposited.

2. The term "public money," as used in the statutes of the United States, ordinarily means the money of the government, received from the public revenues, or intrusted to its officers charged with the duty of receiving, keeping, or disbursing the same, whatever it may be. Id.

§ 5154. [U. S. Comp. Stat. 1901, p. 3466.] Any bank incorporated by special law, or any banking institution organized under a general law of any State, may become a national association under this title by the name prescribed in its organization certificate; and in such case the articles of association and the organization certificate may be executed by a majority of the directors of the bank or banking institution; and the certificate shall declare that the owners of two-thirds of the capital stock have authorized the directors to make such certificate, and to change and convert the bank or banking institution into a national association. A majority of the directors, after executing the articles of association and organization certificate, shall have power to execute all other papers, and to do whatever may be required to make its organization perfect and complete as a national association. The shares of any such bank may continue to be for the same amount each as they were before the conversion, and the directors may continue to be the directors of the association until others are elected or appointed in accordance with the provisions of this chapter; and any State bank which is a stockholder in any other bank, by authority of State laws, may continue to hold its stock, although either bank, or both, may be organized under and have accepted the provisions of this title. When the Comptroller of the Currency has given to such association a certificate, under his hand and official seal, that the provisions of this title have been complied with, and that it is authorized to commence the business of banking, the association shall have the same powers and privileges, and shall be subject to the same duties, responsibilities and rules, in all respects, as are pre

scribed for other associations, originally organized as national banking associations, and shall be held and regarded as such an association. But no such association shall have a less capital than the amount prescribed for associations organized under this title.

See Act of February 14, 1880, post, as to conversion of gold banks.

1. No authority from the State is necessary to enable a State bank to organize as a national bank. Casey v. Galli, 94 U. S. (4 Otto) 673, 24 L. ed. 168.

2. The certificate of the Comptroller is conclusive as to the regularity of the proceedings by which the conversion is effected. Id.

3. The fact that a bank is shown to have been doing business long prior to the date of its organization as a national bank does not prove that it is a different body from that named in the certificate. Section 5154, U. S. R. S., U. S. Comp. Stat. 1901, p. 3466, makes full provision for banks incorporated under State laws to organize as national banks. Thatcher v. West River Nat. Bank, 19 Mich. 196. 4. When two-thirds of the stockholders of a State bank consent to its conversion into a national bank, such conversion may take place without reference to the concurrence of the rest. Keyser v. Hitz, 2 Mackey, 490.

5. It seems that in order for a stockholder in the old (State) bank (or at least one who has not consented to the conversion) to become a stockholder in the new (national) bank his consent that his original stock shall be converted into stock of the national bank must first be obtained. Id.

6. When, however, this consent is given, he becomes by virtue of that consent a stockholder in the new bank, notwithstanding an omission to issue new certificates in the name of the national bank. Id.

7. Although more regular, it is not necessary that, upon conversion, a new stock book should be opened and new certificates issued in the name of the national bank; neither the rights nor liabilities of the stockholders are affected by the failure to do so. Id.

8. It seems that savings banks may take advantage of this section to organize as national banks. Id.

9. The conversion of a State bank into a national bank works no dissolution of the former. There is a transition, but not a new creation. The liabilities remain the same. Coffey v. National Bank, 46 Mo. 140, 2 Am. Rep. 488; Maynard v. Bank, 1 Brewst. (Penn.) 483; Kelsey v. National Bank, 69 Penn. St. 426. 10. Nor does such conversion pay off or refund the stock of the State bank; until provided for such stock is outstanding after the conversion. Maynard v. Bank, 7 Phila. 6.

11. Where, under the provisions of the National Banking Act, and under authority of the Act of 1865 (ch. 97, Laws of 1865), a State bank is transformed into a national bank, it is but a continuance of the same body under a changed jurisdiction, and between it and those who have contracted with it, it retains its identity, and may as a national bank enforce contracts made with it as a State bank.

12. Where, therefore, a State bank, at the time of its change to a national bank held a continuing guaranty of loans made by it to one W., upon the strength of which it had made loans, and after the change further advances were made, Held, that an action was maintainable by the national bank upon the guaranty;