Page:North Dakota Reports (vol. 3).pdf/53

 “Such stock and transfer book must be kept open to the inspection of any stockholder, member, or creditor.”

The learned counsel for the appellant contend that our statutes constitute a registry law in the fullest sense, and that under the law a creditor attaching corporate stock without notice is fully protected against any transfer or assignment which does not appear upon the books of the corporation. The decisions of the state courts, under statutes more er less similar to our own, are by no means uniform, and we do not feel called upon in this case to rule upon the question presented, but will assume that our law is a registry law.

But the stock here involved consists of shares in a national bank, organized and existing under and by virtue of the laws of congress. National banks are fiscal agencies of the government, and congress is the sole judge of the necessity for their creation, and, having been brought into existence by congress, the state can exercise no control over them, nor in any wise effect their operation, except in so far as congress may see proper to permit. Bank v. Dearing,g1 U.S. 29. Section 5136, Rev. St. U.S. gives to a national bank power to prescribe, by its board of directors, by- laws not inconsistant with law, regulating the manner in which its stock shall be transferred; and § 5139 provides that shares: of stock shall be transferable on the books of the association in such manner as may be prescribed in the by-laws or articles of association. It appears from the findings that the certificates of stock stated that said stock should be transferable only on the books of the bank on surrender of said certificates, and, as. such certificate issues under the corporate seal, we must assume, nothing to the contrary appearing in the record, that such statement was in pursuance of a duly adopted by-law. But, giving the statement the force of a by-law, still we think the federal authorities would sustain the assignment to Bowne as against appellant. In Bank v. Lanier, 11 Wall. 369, the owner of national bank stock pledged the same with power of attorney to sell and transfer the same on the books of the bank, but did not assign nor deliver the