Knowledge of all the affairs of a bank cannot be imputed to the directors to charge them with liability ; Mason v. Moore, 73 Ohio St 275, 76 N. B. 932, 4 L. R. A. (N. S.) 597, 4 Ann. Cas. 240. They cannot be held civilly liable to one deceived to his injury by false representations as to the bank's financial condition, contained in the official report to the comptroller of the currency, made and published under U. S. R. S. § 5211; where they merely negligently participated in or assented to such representations, since the exclusive test of their liability is furnished by U. S. R. S. § 5239, which makes a know ing violation of the provisions of the title relating to national banks a prerequisite to such liability ; Yates v. Bank, 206 II. S. 158, 27 Sup. Ct. 638, 51 L. Ed. 1002.
In many other cases the degree of care re quired is held to be that which a prudent man exercises about his own affairs; v. Bank, 89 Tenn. 630, 15 S. W. 448, 24 Am. St. Rep. 625 ; Marshall v. Bank, 85 Va. 676, 8 S. E. 586, 2 L. R. A. 534, 17 Am. St. Rep. 84; Union Nat. Bank v. Hill, 148 Mo. 380, 49 S. W. 1012, 71 Am. St. Rep. 615 ; Ackerman v. Halsey, 37 N. J. Eq. 356; Horn Silver Min. Co. v. Ryan, 42 Minn. 196, 44 N. W. 56. It is said they are not merely required to be honest, but they must also bring to the dis charge of the duties they undertake ordinary competency. They cannot excuse impru dence or indifference by showing honesty of intention coupled with gross ignorance and in experience, or coupled with an absorption of their time and attention in their private af fairs; Warner v. Penoyer, 91 Fed. 587, 33 C. C. A. 222, 44 L. R. A. 761; Williams v. McKay, 46 N. J. Eq. 25, 18 Atl. 824. The ordinary care and prudence required of bank directors is held to include something more than officiating as figureheads. They may commit the business as defined to duly au thorized officers, but this does not absolve them from the duty of reasonable sion ; Martin v. Webb, 110 U. S. 7, 3 SO. Or 428, 28 L. Ed. 49; nor ought they to be per raided to be shielded from liability because of want of knowledge of wrongdoing, if .that ignorance is the result of 'gross inattention ; Briggs v. Spaulding, 141 U. S. 132, 11 Sup. Ct. 924, 35 L. Ed. 662.
It is the duty of the directors of a national bank to maintain a supervision of its affairs ; to have a general knowledge of the manner in which its business is conducted and of the character of that business, and to have at least such a degree of intimacy with its affairs as to know to whom and upon what security its large lines of credit are given ; and generally to know of and give directions as to the important and general affairs of the bank, of which the cashier executes the details; Gibbons v. Anderson, 80 Fed. 345;
they cannot shift such duties upon the ex ecutive officers ; Warren v. Robison, 19 Utah 289, 57 Pac. 287, 75 Am. St. Rep. 734. They will he presumed to have known what they ought to have known ; Marshall v. Bank, 85 Va. 676, 8 S. E. 586, 2 L. R. A. 534, 17 Am. St. Rep. 84; Martin v. Webb, 110 U. S. 7, 3 Sup. Ct. 428, 28 L. Ed. 49.
Directors also occupy a fiduciary relation to' creditors, for whom they have been said to be quasi trustees, and when the corpora tion becomes insolvent, they become trustees for the creditors and stockholders ; Bradley v. Farwell, 1 Holmes 433, Fed. Cas. No. 1,779; Clark v. San Francisco, 53 Cal. 306; Good v. Sherman, 37 Tex. 660. Where directors of an insolvent corporation confessed a judg ment against it in favor of one of themselves to give him an advantage by priority of lien over another creditor, about to obtain judg ment, the two judgments were placed upon the same footing ; Coons v. Tome, 9 Fed. 532. See Thomp. Liab. of Dir. 397 ; Goodin v. Canal Co., 18 Ohio St. 169, 98 Am. Dec. 95. Directors are held personally responsible for acts of misfeasance or gross negligence, or for fraud and breach of trust ; L. R. 5 H. L. 480; Lewis v. Steel Works, 50 Vt. 477; Ap peal of Spering, 71 Pa. 11, 10 Am. Rep. 684; 68 Law T. 380 ; Mutual Bldg. Fund & Dollar Say. Bank v. Bosseiux, 3 Fed. 817. An ac tion to enforce this responsibility must be brought on behalf of all the stockholders, and not by a single one; Craig v. Gregg, 83 Pa. 19; and cannot be brought by a creditor ; Zinn v. Mendel, 9 W. Va. 580 ; contra, Tate v. Bates, 118 N. C. 287, 24 S. E. 482, 54 Am. St Rep. 719, where it is held that an action will lie against them for any injury to the corporation or a creditor by their fraud, deceit, neglect, or other misconduct. It is held to be the duty of bank directors to see that the directions of the banking laws are complied with and that depositors may, in the absence of a statute to the contrary, maintain an action to recover losses result ing from a breach • of such duty ; Boyd v. Schneider, 131 Fed. 223, 65 C. C. A. 209, re versing 124 Fed. 239. In Brinckerhoff v.