Mr. CHAMBERS. I believe I can give the
history of the forty-fifth section of the present
Constitution. Prior to its adoption, there
was no charge whatever to be preferred
against individual stockholders as such. If,
as in the case of the Bank of Maryland, there
was a failure of the bank, resort could only
be had to the assets of the bank.
A distinguished member of the Convention
of 1850, went to Baltimore to borrow some
money. He obtained there such information,
he thought, as to induce him to feel the ne-
cessity of making some such provision as this.
He returned, and this proposition was intro-
duced, for the avowed purpose, and none
other, of making the individual stockholders
of the bank liable to the whole extent of their
subscribed capital. And it was added to
that section as an additional barrier, prohib-
iting any but stockholders from being direct-
ors, That provision I believe has been wisely
left out by the present committee.
The decisions upon this subject, if there
have been any, I am not acquainted with. I
confess I have not beard the construction im-
puted to this section by the gentleman from
Baltimore city (Mr. Stirling.) I can say,
with a perfect recollection of all the facts,
that it was certainly designed by the last
Convention to subject to the claims of the
creditors of the failing bank the whole amount
of the private funds of the stockholders to the
amount of their subscriptions.
The present provision, I understand, is ex-
plicitly limited to such a sum as shall have
been subscribed and not paid in, I believe
there is one bank in Baltimore in which par-
ties have had the privilege of paying up
either the whole of the amount of the shares,
or a portion of them. They, of course, re-
ceive dividends upon the amount they have
paid in. In such a case, if the shares were
$100 each, the party who had paid in the
whole amount would be exempt in the event
of the failure of the bank; while the party
who had paid in but fifty dollars of his share
would be bound to contribute fifty dollars to
reimburse the creditors of the bank. There
certainly ought to be some provision made so
that the party who has paid in the whole
amount of his subscription, has contributed
$100 a share for the security of the creditors
of the bank, shall not be placed upon the
same footing with. the individual who has sub-
scribed $100 and has paid in but fifty dollars.
I think the creditors are certainly entitled to
the amount of his subscription.
I would suggest to the gentleman from
Anne Arundel (Mr. Miller) whether his
amendment meets the case, so as to equalize
the condition of the two persons, the one
having paid in the whole amount of his sub-
scription, while the other has paid in but
half of the amount he has subscribed. I
submit to him the apparent justice of making
the individual, who has paid in but half of |
his subscription, pay in the remaining half
before he is placed upon a par with the indi-
vidual who has paid in the whole of his sub-
scription. It strikes me that this provision
contemplates a principle perfectly unexcep-
tionable as far as it goes. Gentlemen think
it should go farther. If so, justice requires
that some provision should be made by which
the distinction between those two classes of
persons shall still be preserved, and the ex-
tent of their liabilities be governed accord-
ingly.
The question was upon the motion of Mr.
MILLER lo amend by striking out the words
"subscribed for and not paid in."
Mr. STIRLING called for the yeas and nays,
which were ordered accordingly.
The question being then taken by yeas and
nays, it resulted—yeas 34, nays 20—as fol-
lows;
Yeas—Messrs. Belt, Chambers, Daniel, Da-
vis, of Charles, Davis, of Washington, Dent,
Earle, Galloway, Hatch, Henkle, Hoffman,
Hollyday, Hopkins, Hopper, King, Larsh,
Lee, McComas, Mitchell, Miller, Morgan, Ny-
man, Parker, Pugh, Ridgely, Sands, Smith,
of Dorchester, Sneary, Stockbridge, Swope,
Sykes, Thomas, Wickard, Wooden—34.
Nays—Messrs. Goldsborough, President ;
Abbott, Annan, Audoun, Barron, Brooks,
Carter, Cunningham, Cushing, Dail, Ecker,
Harwood, Jones, of Somerset, Keefer, Mar-
key, Mullikin, Murray, Russell, Schley, Stir-
ling—20.
The amendment was accordingly adopted.
Mr. CHAMBERS, when his name was called,
said: In the confidence that a further amend-
ment will obtain to secure the liability in
proportion to the amount paid in upon
shares, so as to perfect the system designed
by the gentleman from Anne Arundel (Mr.
Miller,) I vote "aye."
Mr. PUGH. I move to amend this section
by inserting after the word " stockholders ' '
the words "and directors," so that it will
read, "upon the condition that the stock-
holders and directors shall be liable," &c, I
offer this amendment in order to make this
section as strong as possible, although I be-
live there is at present a law providing that
no person can be a director of a bank unless
he is at the same time a stockholder.
Mr. STIRLING. I would suggest to the gen-
tleman, that his amendment can add nothing
to the effect of the section. If a man does
not own any shares of the stock, even if a di-
rector, he cannot be liable for the debts of the
bank; and if he does own any shares he is
liable as a stockholder.
Mr. PUGH. I withdraw my amendment,
for I perceive it will add nothing to the force
of the section.
Mr. CUSHING. I move to amend this forty-
second section by striking out all after the
word "existence." If that is adopted the
section will then read, |
