The directors of the said corporation shall establish one competent office of discount and deposit in any State in which two thousand shares shall have been subscribed or may be held, whenever, upon application of the legislature of such State, Congress may by law require the same.  And the said directors may also establish one or more competent offices of discount and deposit in any Territory or District of the United States, and in any State with the assent of such State, and when established the said office or offices shall be only withdrawn or removed by the said directors prior to the expiration of this charter with the previous assent of Congress:  Provided, In respect to any State which shall not, at the first session of the legislature thereof held after the passage of this act, by resolution or other usual legislative proceeding, unconditionally assent or dissent to the establishment of such office or offices within it, such assent of the said State shall be thereafter presumed:  And provided, nevertheless, That whenever it shall become necessary and proper for carrying into execution any of the powers granted by the Constitution to establish an office or offices in any of the States whatever, and the establishment thereof shall be directed by law, it shall be the duty of the said directors to establish such office or offices accordingly.

It will be seen that by this clause the directors are invested with the fullest power to establish a branch in any State which has yielded its assent; and having once established such branch, it shall not afterwards be withdrawn except by order of Congress.  Such assent is to be implied and to have the force and sanction of an actually expressed assent, “provided, in respect to any State which shall not, at the first session of the legislature thereof held after the passage of this act, by resolution or other usual legislative proceeding, unconditionally assent or dissent to the establishment of such office or offices within it, such assent of said State shall be thereafter presumed.”  The assent or dissent is to be expressed unconditionally at the first session of the legislature, by some formal legislative act; and if not so expressed its assent is to be implied, and the directors are thereupon invested with power, at such time thereafter as they may please, to establish branches, which can not afterwards be withdrawn except by resolve of Congress.  No matter what may be the cause which may operate with the legislature, which either prevents it from speaking or addresses itself to its wisdom, to induce delay, its assent is to be implied.  This iron rule is to give way to no circumstances; it is unbending and inflexible.  It is the language of the master to the vassal; an unconditional answer is claimed forthwith, and delay, postponement, or incapacity to answer produces an implied assent which is ever after irrevocable.