Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/641

 CHAP. X.] CORPORATION AND OFFICERS. [§ 619. several orders to put it in the power of Thompson, Wooley, and Warren to commit those frauds. " As to the three first, they are actual breaches of trust, and the committee-men are clearly guilty who have been concerned in them. The by-law prescribes that when notes were to be issued by the cashier, they should be signed by one of the com- mittee-men, and intended as a check upon the warehouse-keeper and cashier. Now several notes have been issued without ob- serving this rule, which is an express contravention of the by- law. . . . As to the third breach of trust, the committee-men's behavior with regard to Thompson, their warehouse-keeper. It is such a notorious fraud, or at least gross inattention to suffer him, who was to set a value upon all the pledges, to borrow money upon them himself, that I shall direct those who shall appear to be guilty of it, to make good the loss. "As to the fourth and fifth breach of trust, the taking off all checks upon Thompson, and making several orders to put it in the power of Thompson, Wooley, and Warren to commit those frauds. These are not so clearly breaches of trust, though at the same time they appear to me to have tended greatly to the loss and prejudice of the corporation. But whether they are criminal will be the question. Now I think the persons present are only liable who issued out the orders, which invested Thompson, Wooley, and Warren with such powers. " But then another head of charge has been made under the crassa ncgl'ujentia, which has been divided into these several branches : 1st. The committee-men's non-attendance upon their employment ; 2dly. Their not observing the by-law of laying the balance of cash regularly before them ; 3dly. Not taking any notice of forfeited pledges ; 4thly. Never once in- specting the warehouse to see what number of real pledges were there ; 5thly. Putting the whole power into the hands of Thompson, Wooley, and Warren. Now from all these an accumulated charge is made against the whole body of direct- ors or committee-men. Consider first the foundation of this general charge. . . . Committee-men are most properly agents of those who employ them in this trust, and who em- power them to direct and superintend the affairs of the corpo- ration. In this respect they may be guilty of acts of com- mission or omission, of malfeasance or non-feasance. Vide G:il