Concurring.—I concur in the majority opinion insofar as it holds that a national bank’s board of directors may not both delegate its dismissal power and invoke the protections of the extraordinary dismissal privilege of the National Bank Act. (12 U.S.C. § 21 et seq.; hereafter the Act.) This holding is compelled by the plain meaning of the language of 12 United States Code section 24, paragraph Fifth (hereafter section 24(5)) and paragraph Sixth of the Act.
I cannot agree, however, with the majority that branch managers of a national bank are “other officers” within the meaning of section 24(5), and that state law has therefore been preempted by federal law. The majority’s conclusion, although on its surface appealing, is not supported by the language and purpose of section 24(5), and it violates basic principles of federal preemption law. The majority has thoroughly confused the definition of the term “officer” with inapplicable agency principles, has improperly relied on a general statement of an overall purpose of the Act that is too abstract to be related to the issue here, and—without definition or adequate support in the record—has substituted for the ambiguous term “officers” the even vaguer concept of persons involved in “fundamental banking operations.”
As I shall demonstrate, “officers” under section 24(5) are those executives who occupy the highest positions in the bank, have bankwide authority and responsibility, and are the institution’s chief operational officers.
I
In section 24(5) of the Act, Congress granted each national bank the authority “by its board of directors to appoint a president, vice president, cashier, and other officers, define their duties, require bonds of them and fix the penalty thereof, dismiss such officers or any of them at pleasure, and appoint others to fill their places.” (§ 24(5), italics added.) When applicable, this federal statute preempts state law. For instance, corporate bylaws or contractual provisions that purport to give a cashier a term of office are void *1106(Westervelt v. Mohrenstecher (8th Cir. 1896) 76 Fed. 118, 122), and the contractual and tort law claims of an executive vice-president of a national bank based on a dismissal are completely barred. (Mackey v. Pioneer Nat. Bank (9th Cir. 1989) 867 F.2d 520, 522, 525-526.)
The issue in this case is whether Congress, in enacting the Act, intended to preempt state employment law to the extent that branch managers must be considered officers for purposes of section 24(5). The statutory language, the purpose of the provision, and fundamental principles of preemption compel the conclusion that Congress did not intend this result.
Section 24(5) applies to “a president, vice president, cashier, and other officers” of a national bank. The term “officers” is ambiguous. It may refer to anyone holding an office (Webster’s New Internat. Dict. (2d ed. 1941) p. 1691), or it may refer to “a person charged with important functions of management such as president, vice president, treasurer, etc.” (Black’s Law Diet. (6th ed. 1990) p. 1083.) The context in which the word is used in section 24(5), however, indicates that the term “other officers” denotes individuals who perform functions similar to those performed by a bank’s president, vice-president, or cashier.
“ ‘[WJhere general words follow the enumeration of particular classes of persons or things, the general words will be construed as applicable only to persons or things of the same general nature or class as those enumerated. The rule is based on the obvious reason that if the Legislature had intended the general words to be used in their unrestricted sense, it would not have mentioned the particular things or classes of things which would in that event become mere surplusage.’ ” (Sears, Roebuck & Co. v. San Diego County Dist. Council of Carpenters (1979) 25 Cal.3d 317, 331, fn. 10 [158 Cal.Rptr. 370, 599 P.2d 676], quoting Scally v. Pacific Gas & Electric Co. (1972) 23 Cal.App.3d 806, 819 [100 Cal.Rptr. 501]; see Dyna-Med, Inc. v. Fair Employment & Housing Com. (1987) 43 Cal.3d 1379, 1391, fn. 12 [241 Cal.Rptr. 67, 743 P.2d 1323].)
Section 24(5) specifically enumerates “president, vice president, and cashier.” They are a bank’s “chief operating officers.” (See Mackey v. Pioneer Nat. Bank, supra, 867 F.2d at p. 526.)
The president of a bank is considered either the executive head of the institution, or the executive agent of the board of directors with authority similar to the authority of a director. (2A Fletcher, Cyclopedia Corporations (rev. 1982) §§ 553, 556, pp. 14, 19.) As one court has explained: “Under the usages and customs of modern banking the president of a bank is no longer regarded as an ornamental magnet with which to attract *1107deposits, but, on the contrary, is now, and has been for several years, recognized as the executive head and most important agent in connection with banking operations.” (Bartlett Estate Co. v. Fraser (1909) 11 Cal.App. 373, 376 [105 P. 130].) Thus, the president of a bank occupies its highest office and may be its most important operational officer. (Ibid.; see Morse on Banks and Banking (1870) p. 128.) Next in the bank’s hierarchy is the vice-president, who acts as the president in the event of the president’s absence or inability to act. (2A Fletcher, Cyclopedia Corporations, supra, § 627, at p. 164.)
The cashier is the bank’s institutionwide managing and executive officer (see, e.g., United States v. City Bank of Columbus (1858) 62 U.S. (21 How.) 356, 364 [16 L.Ed. 130, 133]; Cox v. First Nat. Bank (1935) 10 Cal.App.2d 302, 307 [52 P.2d 524]) through whom all of the bank’s financial operations are conducted. (2A Fletcher, Cyclopedia Corporations, supra, §§ 708, 709, at pp. 326-327; see Morse on Banks and Banking, supra, at pp. 137-196.) Because of these important and extensive responsibilities, the cashier is considered to possess greater power than the president of the bank. (2A Fletcher, Cyclopedia Corporations, supra, § 553, at p. 15.)
It is readily apparent from the above analysis that the bank officers enumerated in section 24(5) share these characteristics: they occupy the highest positions in the institution, they have bankwide authority and responsibility, and they are the institution’s chief operational officers. The term “other officers” follows the enumeration in the statute of “president, vice president, and cashier.” Thus, the statutory language itself requires that the general words “other officers” must “ ‘be construed as applicable only to persons or things of the same general nature or class as those enumerated.’ ” (Sears, Roebuck & Co. v. San Diego County Dist. Council of Carpenters, supra, 25 Cal.3d at p. 331, fn. 10, quoting Scally v. Pacific Gas & Electric Co., supra, 23 Cal.App.3d 806, 819.) The term “other officer” must therefore possess the earlier-described characteristics of a president, vice-president, or cashier.
A branch manager, as the job title itself reveals, does not occupy one of the highest positions in the bank, does not have authority over or responsibility for the bank as a whole, and is not one of the bank’s chief operating officers. Thus, the majority’s conclusion that the word “officer” as used in section 24(5) is defined in terms of whether the person may potentially affect a third party’s views of the bank (maj. opn., ante, p. 1091) is inconsistent with the import of the language of the Act itself. The majority’s conclusion, ignoring basic tenets of statutory construction, renders the statutory words “a president, vice president, and cashier” mere surplusage. More*1108over, the majority’s conclusion also fails to further the purpose of the statute, as I shall discuss.
II
The Act was adopted in 1864. Section 24(5) of the Act was taken verbatim by Congress from section 18 of the New York Banking Law of 1838. (In re Paramount Publix Corporation (2d Cir. 1937) 90 F.2d 441, 443.)
The purpose of section 24(5) and similar statutes is to assure that the fullest responsibility for control over the bank is placed in its board of directors, by vesting the board with unfettered control over the key personnel charged with implementing the policies of the board. (See Annot., Construction, Application, and Effect of Statutory Provision that Directors of Corporation May Remove Officer, Agent, or Employee at Pleasure (1937) 111 A.L.R. 894, 896; accord, Mackey v. Pioneer Nat. Bank, supra, 867 F.2d at 522 [executive vice-president]; Westervelt v. Mohrenstecher, supra, 76 Fed. at p. 122 [cashier]; Copeland v. Melrose Nat. Bank (1930) 229 A.D. 311 [241 N.Y.S. 429, 430] [vice-president].)
The majority’s expansive construction of the term “officer” is inconsistent with the statutory purpose and therefore cannot justify the majority’s refusal to honor the statutory language. A branch manager of a bank does not occupy the critical position of control envisioned by section 24(5) and similar statutes. By definition, a branch manager’s authority and responsibility extend to a limited constituent part of a bank. A branch manager manages a branch of the bank, not the bank. Branch managers are, by definition, neither responsible for nor in charge of the bank’s affairs. Branch managers do not create bank policy or the means by which bank policy is implemented. Branch managers implement policy only in the sense of applying it to specific transactions. Branch managers are not the critical control personnel envisioned by the statutory purpose. Thus, the majority’s conclusion that branch managers are officers within the meaning of section 24(5) not only contravenes the statutory language, it is also unnecessary to effectuate the statutory purpose of vesting the board of directors with unfettered control over key personnel. Moreover, as explained below, the majority’s analysis and conclusion ignore well-established principles of preemption.
Ill
The effect of section 24(5) is to preempt state law. Yet the majority fails to address, consider, or apply preemption law to the preemption issue.
*1109Preemption is not to be presumed. “Pre-emption of state law by federal statute or regulation is not favored ‘in the absence of persuasive reasons— either that the nature of the regulated subject matter permits no other conclusion, or that the Congress has unmistakably so ordained.’ ” (Chicago & N W Tr. Co. v. Kalo Brick & Tile Co. (1981) 450 U.S. 311, 317 [67 L.Ed.2d 258, 264-265, 101 S.Ct. 1124]; see English v. General Electric Co. (1990) 496 U.S. 72, _, _ [110 L.Ed.2d 65, 74, 81, 110 S.Ct. 2270]; Malone v. White Motor Corp. (1978) 435 U.S. 497, 504 [55 L.Ed.2d 443, 450, 98 S.Ct. 1185].)
Federal law preempts state law only when (1) Congress makes its intent to preempt known through explicit statutory language, (2) Congress intends to exclusively occupy the field, or (3) state law actually conflicts with federal law to such an extent that it frustrates the congressional purpose. (See, e.g., English v. General Electric Co., supra, 496 U.S. at pp. _, _ [110 L.Ed.2d at pp. 74, 81]; Louisiana Public Service Common v. FCC (1986) 476 U.S. 355, 368-369 [90 L.Ed.2d 369, 381-382, 106 S.Ct. 1890]; Silkwood v. Kerr-McGee Corp. (1984) 464 U.S. 238, 248 [78 L.Ed.2d 443, 452, 104 S.Ct. 615].) With respect to the third instance, the conflict must be actual. A general tension between state law and broad or abstract goals of federal law is insufficient. (See Commonwealth Edison Co. v. Montana (1981) 453 U.S. 609, 633-634 [69 L.Ed.2d 884, 904-905, 101 S.Ct. 2946].) Legal rights based on state law are not abrogated by preemption unless there is a significant conflict between the operation of the state law and concretely identifiable federal interests. (Boyle v. United Technologies Corp. (1988) 487 U.S. 500, 507 [101 L.Ed.2d 442, 454-455, 108 S.Ct. 2510].)
The party claiming preemption, Wells Fargo Bank here, bears the burden of establishing preemption. (Silkwood v. Kerr-McGee Corp., supra, 464 U.S. at p. 255 [78 L.Ed.2d at p. 457]; Perdue v. Crocker National Bank (1985) 38 Cal.3d 913, 937 [216 Cal.Rptr. 345, 702 P.2d 503].)
Application of these well-established principles of preemption compels the conclusion that section 24(5) does not preempt the state law employment rights of branch managers.
First, Congress has not “unmistakably . . . ordained” (Chicago & N. W. Tr. Co. v. Kalo Brick & Tile Co., supra, 450 U.S. at p. 317 [67 L.Ed.2d at p. 265]) in section 24(5) its intent to preempt state law at the level of branch managers.
Second, Congress has not exclusively occupied the field. State-chartered banks have been in existence since before the Act’s passage in 1864, and the application of state law to national banks is well established. The United *1110States has a dual banking system: it has state as well as national banks. (See, e.g., 12 U.S.C. § 35; Miller, The Future of the Dual Banking System (1987) 53 Brooklyn L.Rev. 1.) Traditionally, national banks have been subject to the laws of the states. (See, e.g., Anderson Nat. Bank v. Luckett (1944) 321 U.S. 233, 248 [88 L.Ed. 692, 705-706, 64 S.Ct. 599, 151 A.L.R. 824]; National Bank v. Commonwealth (1869) 76 U.S. (9 Wall.) 353, 362 [19 L.Ed. 701, 703]; Perdue v. Crocker National Bank, supra, 38 Cal.3d at P- 937.)
Third, there is no actual conflict between California law and federal law. As the majority concedes, its decision in this case cannot have any effect on the original purposes of the Act to develop a national currency, provide a financial market for Civil War bonds, and develop national banks as depositories of government funds. (Maj. opn., ante, p. 1089.) Moreover, in this case Wells Fargo Bank has not shown that a branch manager’s assertion of state-law employment rights undermines the maintenance or stability of national banks, or that it otherwise frustrates the congressional purpose. To say that Wells Fargo Bank has not met its burden of establishing federal preemption in this regard is an understatement. Wells Fargo Bank has not shown the existence of a conflict between state law and concretely identifiable federal interests. Because branch managers do not perform functions analogous to those performed by a president, vice-president, or cashier, application of state law to branch managers does not at all conflict with federal law. Although it is possible to create a conflict by giving the term “other officers” an expansive construction, such an interpretation is neither supported by the statutory language nor necessary to effectuate the statutory purpose. The majority’s efforts to support its broad construction do not withstand analysis, as demonstrated below.
IV
The majority bases its conclusion that branch managers are national bank officers within the meaning of section 24(5) on a collage of loosely related legal concepts. When, however, an attempt is made to follow the majority’s concepts and arguments to their conclusion, serious gaps in the reasoning appear and we are led into an analytical abyss.
The majority relies heavily on Alegría v. Idaho First Nat. Bank (1986) 111 Idaho 314 [723 P.2d 858, 860], which held that an assistant branch manager is an officer of a national bank for purposes of section 24(5). In reaching that conclusion, the Alegría court stated that Congress, in passing the Act, sought “to establish an independent national system in order to maintain the stability of, and promote the welfare of, national banks.” (723 P.2d at p. 860; see maj. opn., ante, pp. 1089, 1092.) As a general abstract *1111principle, this statement is correct. But in Alegría the Idaho court failed to explain the relevance of that statement to the determination whether an assistant branch manager was an “officer” under section 24(5). The mere assertion of a general abstract principle, without more, is not helpful in resolving the specific question whether Congress intended that a bank’s branch managers be considered “other officers” within the meaning of section 24(5), and that state law be preempted. Neither the Idaho court in Alegría nor the majority opinion in this case explains how allowing branch managers to assert state law employment rights will somehow threaten the stability of the national banking system or imperil its welfare.
The majority’s reliance on Westervelt v. Mohrenstecher, supra, 76 Fed. 118, and Mackey v. Pioneer Nat. Bank, supra, 867 F.2d 520 (maj. opn., ante, p. 1089), is curious. Westervelt involved the dismissal of a cashier, one of the officers specifically enumerated in section 24(5), following his embezzlement of bank funds. (76 Fed. at p. 120.) At issue in Mackey was the termination of a bank’s executive vice-president for sexual harassment of a female employee. (867 F.2d at p. 522.) Thus, Westervelt and Mackey concerned bank officials clearly within the terms of section 24(5); in each case the discussion is consistent with the conclusion in this opinion that the term “other officers,” as used in section 24(5), refers to a national bank’s chief operating officers.
Equally misplaced is the majority’s reliance on authorities that establish that a bank is bound by the acts of its agents when the acts are within the scope and course of the agent’s authority. (Maj. opn., ante, pp. 1089-1090, 1091.) This case does not present a question of agency. Rather, the issue involves the proper definition of the term “other officers” as used in section 24(5).
The majority assumes that because officers are agents, agents must be officers. The assumption not only misses the point, it is also legally incorrect. It misses the point because we are not here concerned with the liability of the bank to third parties based on the acts of its agents; the issue here involves the employment rights of the bank’s personnel. It is legally incorrect because, while officers are agents, agents are not necessarily officers. (2 Fletcher, Cyclopedia Corporations (rev. 1990) § 266, pp. 10-11.) The mistake of inappropriately expanding section 24(5) by judicially confusing the term “officers” with the term “agents” has been made before (Harrington v. First Nat. Bank (1873 N.Y.) 1 Thomp. & C. 361, 366 [teller of bank found to be an officer]), and the impropriety of so doing has been noted before (Case v. First Nat. Bank (1908) 59 Mise. 269 [109 N.Y.S. 1119, 1120] [“solicitor of business,” although an agent, not an officer]).
*1112The majority observes that the word “officer” is capable of being broadly interpreted in the context of banking. (Maj. opn., ante, p. 1090.) But the mere fact that a word can be broadly interpreted does not mean it should be so interpreted. All ambiguous terms are capable of more than one construction. The fact that the banking industry has broadly interpreted the term “officer,” as evidenced by its practice of giving large numbers of bank employees the title of vice-president (maj. opn., ante, p. 1090), does not aid in resolving the issue of whether Congress intended to preempt the state law rights of branch managers under section 24(5). Banks do not determine congressional intent—courts do.
Because, as shown above, the majority’s reliance on a collage of loosely related legal concepts is misplaced, its four-part “test” to determine whether a person is an “officer” of a national bank is invalid. (Maj. opn., ante, p. 1091.) The majority concludes that an “officer” within the meaning of section 24(5) is a person (1) who holds an office created by the bank’s board of directors and listed in the bylaws; (2) who is appointed by the bank’s board of directors, either directly or by delegation of authority; (3) who has express legal authority to bind the bank in transactions with third parties by signing documents; and (4) who has decisionmaking authority, “however it might be limited by bank rule or policy,” which relates to fundamental banking operations in such a manner that the authority might “affect potentially the public’s trust in the banking institution.” (Maj. opn., ante, p. 1091.)
Contrary to the majority’s assertion (maj. opn., ante, p. 1091), its test is not derived from the language and purpose of section 24. Nor can support for this test be found in the majority’s discussion of the “history and practice of the banking industry.” That discussion consists largely of a recitation of inapplicable agency principles derived from cases that happened to involve banks, and a demonstration that the ambiguous term “officer” has been given a broad interpretation in other contexts.
I agree with the first two parts of the majority’s test that to be an officer the person must hold an office derived from the authority of the board of directors and be appointed by the board of directors. (Maj. opn., ante, p. 1091.)
I cannot, however, accept the third part of the majority’s test that the authority to bind the bank in transactions with third parties is an essential characteristic of a bank officer under section 24(5). My reasons are twofold.
First, the majority has read into the statutory language at issue the words “and agents.” The majority fails to recognize that this case does not involve *1113a question of agency law. Second, the majority’s approach is both too narrow and too broad. It is underinclusive because it limits “other officers” to those dealing with third parties even though section 24(5) is not so restricted. Thus, a high corporate official charged with bankwide responsibility for the bank’s operations, such as a bank’s general auditor or chief loan examiner, would not be an officer because that official ordinarily does not deal directly with third parties. The majority’s approach is overinclusive because it defines a branch manager, an employee with restricted authority over a limited constituent part of the bank, as an officer.
In the fourth part of its test, the majority merely reiterates its mistaken reliance on agency theory, with the added observation that, to be considered an officer, the bank official’s decisionmaking authority must relate to “fundamental banking operations.” (Maj. opn., ante, p. 1091.) The majority’s reliance on agency as the governing legal concept is improper for the reasons discussed earlier. The majority’s observation that the person’s involvement must be “fundamental” to banking operations, a concept the majority does not attempt to define, would be correct if it then recognized that a bank’s branch managers do not engage in fundamental banking operations within the meaning of section 24(5), that is, they do not perform overall banking functions similar to those of the president, vice-president, and cashier. Branch managers, of which there may be hundreds in a bank (see maj. opn., ante, p. 1099), are not “the bank”; they are each the manager of “a branch,” a constituent part of the bank; they do not have authority over or responsibility for the fundamental operations of the bank as a whole. To determine that a branch manager’s decisionmaking authority “however it might be limited by bank rule or policy” (maj. opn., ante, p. 1091, italics added) relates to “fundamental banking operations,” it is necessary to consider the scope of the bank’s rules and policies or their actual application. This the majority has not done.
Finally, the majority incorrectly applies its own test here. There is little evidence to support the majority’s conclusion that branch managers engage in fundamental banking operations. This case is before us in the context of a review of the denial of the bank’s motion for summary judgment. In its motion, the bank essentially argued that officers are those employees to whom it has given a corporate title and that the bank may, consistent with section 24(5), delegate the authority to dismiss. The trial court denied the motion solely on the ground that the bank could invoke the extraordinary dismissal privilege only if the dismissal was done by the board of directors itself. The record is insufficient to support the majority’s conclusion that as a matter of law all of a bank’s branch managers, or at least the branch managers involved here, engage in fundamental banking operations. In this case, there was very little evidence before the trial court relating to banking *1114operations or the roles and responsibilities of branch managers. For example, not before us are the bank’s policies or rules setting forth both the authority and responsibility of branch managers, or the limitations imposed by the bank on its branches and branch managers, or evidence of the actual duties and roles of branch managers. If we are to conclude that, as used in section 24(5), branch managers are “other officers” because they engage in “fundamental banking operations,” we should do so based on specific evidence.1
V
To summarize, the majority correctly concludes that a bank may not both delegate the dismissal power and claim preemption under section 24(5) of the Act. But the majority’s conclusion that branch managers are bank officers within the meaning of section 24(5) violates the statutory language and purpose, and ignores basic principles of federal preemption.
The abstract congressional objectives that the majority identifies are not related to the specific issue presented: whether branch managers are “officers” under section 24(5).
The “test” set forth by the majority is based on inapplicable agency principles and on determinations of “fundamental banking operations.” Agency, however, is not in issue here, and the record is insufficient to enable this court to determine what are “fundamental banking operations.”
I would hold that the state-law employment rights of branch managers have not been preempted by federal law because a bank’s branch managers are not “other officers” within the meaning of section 24(5) of the National Bank Act.
Broussard, J., concurred.
The deposition testimony of the bank’s chairman and chief executive officer hardly fills the void. The bank’s chairman, after having testified that an officer is a person who has authority to sign cashier’s checks and that being an officer does not necessarily have anything to do with having a title, testified as follows: “[Q.] Does it [the definition of officer] have anything to do with one’s power? [A.] I say no. It has been so long since I’ve been involved in that sort of thing. As I recall, when you become eligible to sign bank documents, bank cashier’s checks, money order and so forth, that is when you were designated an officer of the bank. Now, that is old information.” The majority’s characterization of this testimony as supporting its conclusion that the term “officer” is to be broadly interpreted is far too sweeping.