Directors of Banks & Trust Companies

14 Pa. D. & C. 370

• Court: Pennsylvania Department of Justice
• Decided: June 25, 1930
• Status: Published

Opinion

Saylor, Dep. Att’y-Gen.,

You have asked for an opinion on the minimum number of directors of a bank or trust company required by the laws of the Commonwealth.

Trust companies, so called, enjoy powers granted to title companies incorporated under the provisions of clause Xix of section 2 of the Act of April 29, 1874, P. L. 73, as amended by the Act of May 9, 1889, P. L. 159. Paragraph 2 of section 5 of the Act of 1874, providing for the election of officers and direetors of corporations organized under the act, reads, inter alia, as follows: “The number of directors or trustees shall not be less than three. . .

The Act of June 17, 1887, § 1, P. L. 411, supplements section 5 of the Act of 1874 by permitting stockholders of corporations to divide their directors or managers into two, three or four classes and to elect the different classes for terms varying from one to four years. To this extent the Act of 1874, section 5, is supplemented, but not amended.

The Act of Feb. 19, 1926, P. L. 30, provides:

“That in all banks, banking corporations or trust companies, heretofore incorporated under special acts of the Legislature, or heretofore or hereafter incorporated under the laws of this Commonwealth concerning banks, banking corporations or trust companies, the board of directors may consist of any number not less than five. . . .”

Section 2 of this act repeals all acts and parts of acts, general, local or special, so far as they are inconsistent with the provisions of section 1. While no specific mention is made of section 5 of the Act of 1874, to the extent that trust companies shall have a minimum of five directors instead of three, the Act of 1874 is, nevertheless, amended.

By the provisions of the Act of May 6, 1927, P. L. 828, section 5 of the Act of 1874 is again supplemented in that a clause is added with respect to the board of trustees or managers of corporations of the first class, but nothing is said in the Act of 1927 with respect to corporations of the second class, which, of course, includes trust companies. Furthermore, nothing is said with reference to the effect of the Act of 1926 on section 5 of the Act of 1874.

So far as the term of office of directors of trust companies is concerned, as provided by the Act of June 17, 1887, there is no change caused by the legislation of 1926 and 1927 referred to, and the Act of 1887 in this respect is the law of the Commonwealth.

There is a question, however, as to whether the Act of 1927, by virtually reenacting section 5 of the Act of 1874 and supplementing it so far as first class corporations are concerned, restores the situation with respect to directors of trust companies as it existed prior to the enactment of the Act of Feb. 19, 1926.

It is a rule of interpretation followed in an unbroken line of decisions in the Commonwealth that a general affirmative statute will not repeal a previous particular statute upon the same subject, though the provisions of the former be different from those of the latter.

It is, therefore, our opinion that, so far as trust companies are concerned, the Act of 1926 is still the law of the Commonwealth and is not modified nor amended by the Act of 1927. You are, therefore, advised that the minimum number of directors of a trust company required by the law of the Commonwealth is five and not three.

Banking companies incorporated under the Act of May 13, 1876, P. L. 161, are required by section 12 thereof, as amended by the Act of July 19, 1917, P. L. 1101, to have not less than five directors. There is no ambiguity in the legislation in, the ease of such institutions as there seems to be with respect to trust companies.

You are, therefore, advised that, as provided by the Act of Feb. 19, 1926, all banks, banking companies and trust companies of the Commonwealth must have a minimum of five directors.

Prom C. P. Addams, Harrisburg, Pa.