Orme & Okey v. Baker (74 Ohio St. 337, 1906)

Price, J.

The Commercial Bank Company was incorporated under the laws of this state in March; 1901, and it organized by the stockholders electing five directors consisting of Leonard Orme, H. O. Barber, P. C. Patterson, William.Moss and Charles Bell. The directors promptly elected Leonard Orme, president, H. O. Barber, vice-president, William Moss, secretary, and Charles Bell-, treasurer. These directors and officers of the bank were afterwards re-elected to and occupied the same positions respectively, until the close of the bant on the thirteenth day of June, 1904, and subsequent thereto, but the directors never held a meeting after June, 1903.

Under the regulations of the company the directors appointed said P. C. Patterson cashier and he served in that capacity until June 11, 1904. On that day “and for a long time prior thereto,” the said company “was hopelessly and irretrievably insolvent, of which fact said H. O. Barber and P. C. Patterson, officers and directors aforesaid, had full knowledge. ’ ’ Another fact agreed upon is, “that during the existence of said bank, said P. C. Patterson, as a director and by virtue of his' office as .cashier, and by the authority of said board of directors, was in control of the property of said bank, and was the active manager of its business. Leonard Orme was old and infirm, resided quite a distance from Cambridge (location of bank) and never took, nor was he, when elected president, expected to take any active part in conducting the business of said, bank.” And further, Charles Bell, treasurer, resided and was engaged in business at New Lexington, Ohio, and William Moss, the secretary, was engaged in business at Cambridge, and neither