Shannon v. Mobley

Gilbert, J. In the very nature of the business, good faith and strict integrity on the part of officers and directors of banks, are required. Banking institutions can not exist without such confidence. The commerce of the world rests largely upon confidence in banking corporations. People in all ranks of society require their services. “When one voluntarily takes the position of trustee [435] or director of a corporation, good faith, exact justice, and public policy unite in requiring of him such a degree of care and prudence, and it is a gross breach of duty — crassa negligentia — not to bestow them.” Hun v. Cary, 82 N. Y. 65 (37 Am. E. 546), quoted approvingly in Woodward v. Stewart, 149 Ga. 620, 623 (101 S. E. 749). If the qualities of integrity, diligence, and loyalty are required in any institution more than in others, it would seem to be in banking institutions. The measure of duty imposed by law upon bank directors in this State 'is discussed in the case just cited, to which general reference is made. The first headnote in that case is as follows: “The general rule in this State is that directors of a bank must exercise ordinary care and diligence in the administration of its affairs. The active management of the bank may be delegated to certain officers authorized to manage its business. The directors, however, must exercise a reasonable supervision over such officers.” In Briggs v. Spaulding, 141 U. S. 132 (11 Sup. Ct. 924, 35 L. ed. 662), Mr. Chief Justice Fuller said: “No one of the defendants is charged with the misappropriation or misapplication of, or interference with, any property of the bank, nor with carelessness in respect to any particular property; but with the omission of duty, which, if performed, would have prevented certain specified losses, in respect of which complainant seeks to charge them. . . Treated as a cause of action in favor of the corporation, a liability of this kind should not lightly be imposed in the absence of any element of positive misfeasance, and solely upon the ground of passive negligence; and it must be made to appear that the losses for which defendants are required to respond were the natural and necessary consequence of omission on their part. . . In any view the degree of care to which .these defendants were bound is that which ordinarily prudent and diligent men wotild exercise under similar circumstances, and in determining that the restrictions of the statute and the usages of business should be taken into account. What may be negligence in one case may not be want of ordinary care in another, and the question of negligence is therefore ultimately a question of fact, to be determined under all the circumstances.” It was said by Judge Hughes in Trustees v. Bosseiux, 3 Fed. 828: “If, by reckless inattention to the duties confided to them by their corporation, frauds and misconduct are perpetrated by officers, agents, and codirectors, which ordinary care on their part would [436] have prevented, then I think it may be said with truth that it is now elementary law, to be found in all the books, that directors are personally liable for the losses resulting.” And this court, through Mr. Justice Lumpkin, declared in McEwen v. Kelly, 140 Ga. 720, 724 (79 S. E. 777) : “Unfortunately some directors appear to think that they have fully discharged their duties by acting as figureheads and dummies; but this is a mistake, and a delusion from which some of them are now and then awakened by a judgment for damages arising from allowing the corporation to be looted while they sat negligently by and looked wise.” It was further said in Marietta Trust &c. Co. v. Faw, 31 Ga. App. 507, 508 (3a) (121 S. E. 244) “A director of a bank has duties to perform more essential than that of allowing his name to be printed on the bank’s stationery; and negligent ignorance is sometimes equivalent to knowledge. Penal Code (1910), § 204.” The banking law provides: “Each director, when elected, shall take an oath that he will, so far as the duty devolves upon him, diligently and honestly administer the affairs of the bank, and that he will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to such bank or any of the bylaws thereof.” Ga. Laws 1919, p. 192, § 3. The banking law also strictly prohibits excessive loans and loans upon insufficient or worthless collateral, and requires the directors at stated periods to supervise these matters. If the allegations of this petition are correct and sustained by proof, the superintendent of banks ought to recover. On demurrer the facts alleged must be accepted as true. We hold, therefore, that the petition set out a cause of action, and that it was not error to overrule the demurrers. Judgment affirmed. All the Justices concur.