Manufacturers' National Bank v. Baack. corporation is created by the laws of a State, the legal presumption is that its members are citizens of such State; that a suit by or against such corporation, in its corporate name, must be presumed to be a suit by or against citizens of the State which created the corporation; and that no averment or evidence to the contrary is admissible, for the purpose of withdrawing the suit from the jurisdiction of a court of the United States. In the case of Cowles v. Mercer County, 7 Wall. 118, 121, the rule is thus stated: "A corporation created by the laws of a State, and having its place of business within that State, must, for the purposes of suit, be regarded as a citizen, within the meaning of the Constitution giving jurisdiction founded upon citizenship." This rule, however, does not, ex vi termini, cover the case of a corporation created by act of Congress. The argument urged against a jurisdiction in this case drawn from citizenship, is that, as the corporation is created by the United States, the only legal presumption that can be drawn is, that its members are citizens of the United States; and that there is no presumption that they are citizens of the State in which the corporation is located. With a view to the consideration of the question raised, it will be necessary to examine the statutory provisions in respect to the location of banking associations. Section 6 of the act of 1864 provides that the organization certificate of every association for carrying on the business of banking, formed under the act (and which, by the execution of such certificate, becomes, under section 8, a body corporate), shall specify the place where the operations of discount and deposit of the association are to be carried on, designating the State, Territory, or district, and also the particular county and city, town, or village. Section 44 provides that any bank incorporated or organized under a law of a State may, by authority of such act of Congress, become a National association under the provisions of such act, by the name prescribed in an organization certificate, such as is required by such act, to be executed by a majority of its directors, the certificate declaring that the owners of two-thirds of the capital stock have authorized the directors to make such certificate, and "to change and convert the said bank or banking institution into a National association under this act," and that, on a compliance with certain provisions prescribed in that section, the association shall be held and regarded as an association Manufacturers' National Bank v. Baack. under the act. There is, therefore, no difference, in regard to its status, between an association formed under the act, and one converted into a National association under the act. In each case, it must be regarded as holding its corporate existence under and by virtue of the act. What, then, are the consequences of the fixing of place provided for in section ? Section 8 provides that the usual business of the association shall be transacted at an office or banking-house "located" at the place specified in its organization certificate. Section 9 provides that at least three-fourths of the directors shall have resided in the State in which the association is "located" one year next preceding their election as directors, and be residents of the same during their continuance in office. Sections 10, 15, 18 and 42 speak of the association as being "located" in a city, town, or county. Section 30 speaks of the laws of the State where the bank. is located." Section 34 speaks of the place where the association is "established." Section 41 speaks of taxes imposed "by or under State authority, at the place where such bank is located." The word "place," in this section 41, is declared by the act of February 10, 1868 (15 Stat. at Large, 34), to mean "the State within which the bank is located." This act of 1868 also provides that the legislature of each State may determine and direct the manner and place of taxing all the shares of the National banks "located " within said State, and that the shares of any National bank owned by non-residents of any State shall be taxed in the city or town where such bank is "located." Section 50 of the act of 1864 provides that an association may apply to the "nearest" circuit, or district, or territorial court of the United States, in certain cases, to enjoin the Comptroller of the Currency. Section 57 provides that suits, actions, and proceedings against any association under the act, may be had in any circuit, district, or territorial court of the United States held within the district in which the association may be "established," or in any State, county, or municipal court in the county or city in which the association is "located," having jurisdiction in similar cases, provided that all proceedings to enjoin the Comptroller under the act shall be had in a circuit, district, or territorial court of the United States, held in the district in which the association is located." Section 21 of the act of 1864, as amended by the act of March 3, 1865 (13 Stat. at Large, 498), provides, that of the three hundred Manufacturers' National Bank v. Baack. millions of dollars of circulating notes authorized to be issued, one hundred and fifty millions of dollars shall be apportioned to associations in the States, in the District of Columbia, and in the Territories, according to representative population, and that the remainder shall be apportioned by the Secretary of the Treasury among associations formed in the several States, in the District of Columbia, and in the Territories, having due regard to the existing banking capital, resources, and business of such States, districts, and Territories. The act of July 12, 1870 (16 Stat. at Large, 251, § 1), provides that fifty-four millions of dollars, in notes for circulation, may be issued to National banking associations, in addition to the three hundred millions of dollars, and shall be furnished to banking associations organized or to be organized in those States and Territories having less than their proportion under the apportionment contemplated by the act of 1865, before referred to; and that a new apportionment of such increased circulation shall be made as soon as practicable, based upon the census of 1870. Section 6 of the act of 1870 provides for "a more equitable distribution" of the National banking currency, by withdrawing circulating notes from banking associations organized in States having a circulation exceeding that provided for by the act of 1865, and issuing a like amount of notes to banking associations organized in States and Territories having less than their proportion, the intention being, as declared by the section, that "the circulation so withdrawn shall be distributed among the States and Territories having less than their proportion, so as to equalize the same." Section 7 of the act of 1870 provides that after January 12, 1871, any banking association "located" in any State having more than its proportion of circulation, may be removed to any State having less than its proportion of circulation, under such rules and regulations as the Comptroller of the Currency, with the approval of the Secretary of the Treasury, may require. It is quite apparent, from all these statutory provisions, that Congress regards a National banking association as being " located " at the place specified in its organization certificate. If such place is a place in a State, the association is located in that State. It is, indeed, located but at one place in the State, but, when it is so located, it is regarded as located in the State. The requirement that at least three-fourths of the directors of the association shall be residents, during their continuance in office, in Manufacturers' National Bank v. Baack. the State in which the association is located, especially indicates an intention on the part of Congress to regard the association as belonging to such State. Three-fourths of the legal representatives of the unknown associates forming the corporation, with which representatives any person dealing with the corporation must deal, are required to reside in the State where the corporation is "located." The reasons, so forcibly stated in the opinion of the court in the case of Marshall v. Baltimore & Ohio R. R. Co., 16 How. 314, 326-329, why a grant of power by a competent authority, to certain associated persons to act by representatives, and to sue and be sued in a collective or corporate name, should not be allowed to prejudice any right of those dealing with such persons, apply as fully to the case of a bank created by Federal authority, and located in a particular State, as to one created by State authority and located in the State which created it. The view taken by the court in that case was, that the persons using the corporate name of a corporation created by a State may be justly presumed to be resident in the State which is the necessary habitat of the corporation; that the presumption arising from the habitat of a corporation created by a State in the place of its creation is conclusive as to the residence or citizenship of those who use the corporate name, and exercise the faculties conferred by it; that the right of choosing an impartial tribunal is a privilege of no small practical importance, and more especially in cases where a distant plaintiff has to contend with the power and influence of great numers, and the combined wealth wielded by corporations in almost every State, and that it is of importance, also, to corporations themselves, that they should enjoy the same privileges in other States, where local prejudices or jealousy might injuriously affect them. The principle has been settled ever since the case of Louisville R. R. Co. v. Letson, 2 How. 497, that where a corporation is created by the laws of a State, the legal presumption is that its members are citizens of such State. Where a corporation is created by competent authority-authority as competent within a given State, to create such corporation, and to locate it in such State, as is the State itself and a location and habitat within such State, and not elsewhere, is given by the creating authority to such corporation, there is no reason why the legal presumption should not be that the members of such corporation are citizens of such State, within the meaning of section II, of article III of the Constitution, and of - Manufacturers' National Bank v. Baack. section 11 of the Judiciary Act of 1789. The presumption, in the case of a corporation created by a State, is only arrived at by presuming the members of the corporation to be citizens of the United States, and to be residents in the State, and, therefore, under the decision in Gassies v. Ballon, 6 Pet. 761, citizens of the State. The members of a corporation created by the United States, and located in a particular State, in the manner and to the extent in which National banking associations are located in particular States, may as properly be presumed to be citizens of the United States and residents in the State where the corporation is located, so as thereby to be citizens of such State, as the members of a corporation created by a State may be presumed to be citizens of the United States, and residents in the State creating it and in which it is located, and, therefore, citizens of such State. But it is urged that the legislation of Congress shows an intention not to confer upon National banking associations the right to sue in the Federal courts. The first National banking law was passed February 25, 1863 (12 Stat. at Large, 665), and was repealed by section 62 of the act of June 3, 1864. Section 59 of the act of 1863, provided that "suits, actions, and proceedings by and against any association under this act may be had in any circuit, district, or territorial court of the United States held within the district in which such association may be established." The corresponding section (57) of the act of 1864, provides, that "suits, actions, and proceedings against any association under this act may be had in any circuit, district, or territorial court of the United States held within the district in which such association may be established, or in any State, county, or municipal court in the county or city in which said association is located, having jurisdiction in similar cases." It is urged that this legislation indicates an intention that National banking associations shall not come into the Federal courts as plaintiffs, although they may be brought into those courts as defendants. But, independently of the view taken of section 57 of the act of 1864, in the opinion given by Mr. Justice SWAYNE in the case of Kennedy v. Gibson (before cited), it may well be said, that the object of such section is to enable a suit to be brought against a bank in any Federal court held in the district where the bank is established, without reference to the citizenship of the plaintiff in the suit. Under the decision in the case of Osborn v. Bank of the United States, 9 Wheat. 738, |