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The Federal Reserve Act provides that no member of the Board e h a l l held stock i n any bank, banking i n s t i t u t i o n or t r u s t comoany (Seo. 10)j or i n any Edge Aot oorporation or corporation engaged in similar business organised under the lavs of any State (See* 2 5 ( a ) ) . I t also provides that no member of the Board s h a l l be an o f f i o e r or director of any bank, banking i n s t i t u t i o n , t r u s t company, or Federal Reserve Bank (Sec* 10); or shall be an o f f i c e r or director of any Bdgo Act corporation or of any corporat i o n engaged i n similar business organised under the lews of any State (Seo# 25(a) ) j and i t requires that members of the Board "shall devote t h e i r e n t i r e t i n e to the business o f the Board." (Sec. 10) The foreoglng prohibitions resolve themselves into two types, one dealing with what a member of the Board nay own and the other dealing with vhat he may do. As to the f i r s t , any "lalm of d i s q u a l i f i c a t i o n by reason of alleged ownership of stock - a banks mas f u l l y covered and apparently answered to the satisfaction of the Senate a t the time of yo-xr confirmation by that body. I t r e mains t o determine the extent t o which the prohibitions olruum scribe the a c t i v i t i e s of members of the Board, THE ACT PSDHIBITS A MKMBBR •ROM HOLD PIG 01ILT CBRTAIH SPBCI'jKD OTHBB OFFICES. Congress has expressly provided t h a t as member of the Board s h a l l be an o f f i c e r or director o f c e r t a i n p a r t i c u l a r i n s t i tutions and i t i s a w e l l settled general r u l e of statutory construct i o n t h a t the express mention of p a r t i c u l a r things, persons, or circumstances implies the exclusion o f a l l others not mentioned. For instance, i n 1929 the opinion e f the Attorney General was requested w i t h respect to Secretary Me l i o n ' s q u a l i f i c a t i o n t o hold the o f f i c e of Secretary of the Treasury by reason of the ffcet that fee owned stock i n buslnsss oorporatione. The Attornsy General concluded t h a t Secretary Mellon mas not d i s q u a l i f i e d by reason e f smsh stock ownership s t a t i n g , among ether things, that s "Congress has aot fovmd occasion to amend the Act me ere mem considering by inserting any provision prohibiting stock ownership. I n 1913* however, l a enacting the Federal Bseerve A c t , I t provided s p s o l f l e a l l y t h a t as member of the Fsderal Bseerve Board should held stock l a any bank, banking i n s t i t u t i o n , or -2t r u e t eoNpany. (36 Stat. 261.) When, h o w m r , i t ' enacted the Federal Farm Loan Aot ( i n 1916J 39 Stat. 360) i t provlded that no amber of the Federal Flax* Loan Board should bo an of floor or dirootor of may other i n s t i t u t i o n , association, or partner ah i p engaged i n banking or in the business of waking land-aortgage loans or soiling land Mortgagea, but did not mention stoek ownership. This aay not bo important, but i t shows that Congress has had l a wind the question of stook ownership as affooting a Man's e l i g i b i l i t y to hold oortain offices, and, when i t has doeaed suoh ownership lap roper , has prohibited I t . " As a corollary, i t aay bo stated that Congress likewise has had I n wind the question of other relationships as affeoting a van's e l i g i b i l i t y t o be a aeri>er of the Board, and, when i t has doeaied so oh relationships improper, has prohibited theM. I t would seem to follow, therefore, that a aeaber o f the Board uay occupy any nuaber of other positions not within the specified prohibitions, so long as ho devotes his "entire t i a s t o the business of the Board" within the meaning o f the Aot. THK RBQTJIM9*B*T THAT MEMBERS OF THE BOARD SHALL DBTOTB THEIR 8MTIHB TIMB TO THK BCSIVSSS OF THE BOARD SHOTTLD BE COHSTHUKD 8BAS0VABUT. The original House B i l l providing for a Federal Reserve Systoa called f o r throe ox o f f i c i o and flour appointive neabers of the Board and, u n t i l the Banking Aot of 1935* there wars two ox o f f i c i o asabers. I n the o r i g i n a l Cceadttee report i t aaa saidt "The nuaber of a—htrs of t h i s Board has boon fixed a t seven, a f t e r careful oonsldoration of other possible Mayorships, and i t has boss dote rained that the Board as thus aade up A m i d oonsist of too dist i n c t olsaents, ths one including throe regular o f floors of the Satlonal Oinsi naeiit, the other four specially appointed of floors whose duty I t should bo to devote t h e i r whole t l a e t o the mmgmmnt of the a f f a i r s of the Reserve banks and the porfornanoo of the duties assigned thssi under the present B U I . " Other than the foragolng there i s nothiz* l a the logiel a t i v e history that would d e f i n i t e l y indioate the roaeoas for the 3instant requirement. I t i s obvious, however, that i t s purpose ees t o prevent membership upon the Board frost being oaaual and incidental end to make the Board*s businsss the primary responsib i l i t y o f i t s members. I t no doubt requires a member of the Board to devote hie entire t i n e and a b i l i t y to the Board* e businsss during suoh hours as nay be said to be oustonary for nen to devote i n s i n i l a r positions. I t nsy even be said to require a nenber to r e f r a i n a t a l l other tines from suoh other a c t i v i t i e s as would lessen the value of his servioes or trespass upon t i n e belonging t o the Board, On the other hand, i t oould hardly be argued seriously that i t governs the a c t i v i t i e s of a Board nenber during the oamplete twenty-four hours of the dsy. Statutes should bo Interpreted reasonably and while so far as i s known, no s i n i l a r statutory provision has been before the oourts, i t is reasonable to assuns that i n suoh event, i t would be construed i n the seme manner as would a s i n i l a r provision i n a private contract between snployer and employee. I n one suoh oass, tdiere the Presldsnt of a corporation had agreed "to give his f u l l t i n s to the oonpany*s servioes", the court saidt "Taking up f i r s t defendant's defensive contention that p l a i n t i f f has f a i l e d t o perform his contrast of service, by reason of the devotion of come portion of his tism and attention to other a f f a i r s - especially the care of h i s mother's property end investments, but also the performance of his duties as vieo president of a bank, and the locking a f t e r the finances of the sadiron business — we cannot f e e l Justified i n disturbing the finding of the court that no substantial breach, to the i n j u r y of the defendant, occurred, Of eouree, an agreement " t o give his f b l l time to the oompany*s service" i s , i n i t s nature, ambiguous. I t oertalnly docs not require 2k hours a dsy o f an employe's time, nor, indeed, every nommt c f his waking hours. Mobile, e t c . , H. Co. v . Owen, 121 A l a , 505. 25 South. 612. On the other hand, i t undoubtedly dees require that he rtiall make that s»pleymsnt h i e businsss, to the exclusion of the oondust of another businsss suoh as usually c a l l s tor the subs t a n t i a l part o f a manager's time or a t t e n t i o n , lie cannot think, however, t h a t the business man vhc undertakes to make the a f f a i r s of a corporation or of a f i r m his -ubusiness, and t o give t o i t his f u l l t i n e , absolutely excludes himself from everything else. Usually such men have some private a f f a i r s or interests of their own, which they are not expected to e n t i r e l y abandon. They may seek and make investments of t h e i r private funds, so that they do aot trespass substantially upon the ordinary business hours; and, i n analogy, i t c e r t a i n l y i s reeogni sed as customary that they may give the benef i t of t h e i r judgment and supervision to the care of moneys of r e l a t i v e s aot able t o proteot their osa interests." Johnson v . St ought on Wagon Co., 95 * . * . » 59h. I t i s doubtful i f any preolse rule oould be l a i d down whleh would d e f i n i t e l y include a l l permissible a c t i v i t i e s and exclude a l l prohibited ones. About a l l that can be eaid is that the question l a saoh oase i s one of fact t o be determined by applicat i o n of the general principles underlying ths requirement to the facts of the particular oase. ACTIVITIES OF FORMER MEMBERS OF THE BOARD WOULD INDICATE THAT IV PRACTICE THE REQUIRJOfEVT HAS BEER SO COKSTRDED. So f a r as i s known, no legal opinion has ever been r e quested and none has been given with respect to the preolse mseniwg of the requlrsswnt that mashers of the Board should devote t h e i r entire time to the business of the Board* The practices of former members of the Board, however, mould indicate that the construction put upon the requirement l a t h i s wsawrandxss has been the accepted construction through the e n t i r e existence o f the Board. For instance, siass the establishment o f the Beard there have been from time to time one or more Board menbers she, while devoting t h e i r entire time to the business of the Beard within the meaning herein given that requirement, have had extensive personal interests sad investments t o which they have given personal attent i o n t who have acted as trustees i n private t r u s t s created for the benefit o f private individuals| who have acted as trustees e f public trusts or foundations such as ths Carnegie Endowment International Peeeci who have represented a particular State the national committee of a p o l i t i c a l party; idio have had a large interest aad aa o f f i c i a l position l a a mercantile establlshmsatt who have held themselves eat as being eoaaseted with and h a l f owner of a newspaper; -5- and who have ope r a t ad f a m e and ranches. Indeed, a t one time there was a persistent and determined e f f o r t by a substantial element i n Congress to require that one member o f the Board should be a person actively engaged i n farming. This e f f o r t resulted in an amsndaent to the Aot with a t a o l t understanding t h a t ' a " d i r t * farmer would be appointed and the subsequent appointee mas appointed p a r t l y upon the basis that he was aetually engaged i n laming* Furthermore, a t the time of t h i s amencfaent the Governor of the Board i n opposing the amendment before the Cossaittee on Banking and Currency of the Senate stated that as a matter of faet two msmbers of the Federal Reserve Board were then engaged i n agriculture, one having a small farm i n Massachusetts and the other having a raneh i n C a l i f o r n i a , I t would appear, therefore, that however narrow a construction conceivably might bo put upon t h i s provision of l a v t o do so would bo unreasonable as a matter of statutory construction and inconsistent with the view heretofore taken of i t .
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