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bank shall be managed by at least five directors, to be elected by the shareholders at any time before the bank shall be authorized to commence business, and afterwards on such day in January of each year as is specified in the articles of association, the directors to hold office for one year and until their successors are elected and qualified.
Section 5146 provides that every director must be a citizen of the United States during his term of service, and that at least three-fourths of them must have been residents of the State, Territory, or District where the bank is located for one year before their election, and during their entire term. That every director must own, in his own right, at least ten shares of the bank's stock; and any ceasing to do Bo or becoming in any other manner disqualified, shall thereby vacate his place.
Section 5147 provides that eacb director, when appointed or elected, shall take the oath* prescribed by this section, which, subscribed by the director making it, and certified by the officer before whom it is taken, is to be immediately transmitted to the Comptroller to be filed and preserved in his office.
Section 5148 provides that any vacancy in the board shall be filled by appointment by the remaining directors, the director so appointed to hold his place until the next election.
Section 5149 provides that failure to hold an election at the appointed time shall not cause the bank to be dissolved, but that one may be held on any subsequent day after thirty days' notice thereof having been given in a newspaper published in the city, town, or county where the bank is located, or if there be none there, in the one nearest thereto. Also that if the articles of association do not fix the day for an election to be held, or if none be held on the day fixed, a day therefor shall be designated by the directors in the bylaws or otherwise, and that if not fixed by the directors, shareholders representing two-thirds of the shares may fix it.
Section 5150 provides that one of the directors shall be chosen by the board to be its president.
Section 5151 provides that shareholders shall be held individually responsible, equally and ratably, and not one for another, for debts, contracts, and engagements of their bank, to the amount of the par value of their stock in addition to the amount they have invested therein ; except that shareholders of banks existing under State laws, with a capital of at least $5,000,000 actually paid in, and a surplus of twenty per centum on band, both to be determined by the Comptroller, shall be liable only to the amount invested in their shares; the surplus to be kept undiminished and to be in addition to the surplus provided for in section 5199; and deficiency in such surplus of twenty per centum at any time is to be made good before paying dividends to shareholders; and in case of such deficiency the Comptroller may compel the bank to wind up its affairs.
* Blank forms for directors' oaths in the terms used in the law are fur. nished by the Comptroller of the Currency to national banks prior to each annual election.
Section 5152 provides that persons holding stock as execators, administrators, guardians, or trustees shall not be personally liable as stockholders, but that the estates and funds in their hands shall be liable as provided in section 5151.
Section 5153 provides that national banks may, when designated by the Secretary of the Treasury, be depositaries of public money, except receipts from customs, and may also be financial agents of the Government, and that they shall, as depositaries and financial agents, perform such reasonable duties as may be required of them. Also that the Secretary of the Treasury shall require of them satisfactory security wben designated as herein provided, and that they shall receive at par all national currency bills paid into the Government for internal revenue or for loans or stocks.
Section 5154 provides that any State bank incorporated by special law, or organized under a general law of any State, may become a national bank by the name prescribed in its organization certificate; that the articles of association and organization certificate may be executed by a majority of the directors, the certificate declaring that owners of two-thirds of the capital have authorized the action of the directors; that a majority of the board, after executing the articles of association and organization certificate, shall have power to do whatever may be necessary to perfect the new organization; that the shares of the bank may continue the same as before conversion; that the directors may continue to act until others shall be elected or appointed, as provided in section 5145; that the bank may retain stock previously held by it in any other bank by authority of State laws, although either or both may be organized as national banks; that on the Comptroller's authorizing it to commence business it is invested with the same powers and privileges and subject to the same duties, responsibilities, and rules as are prescribed for associations originally organized as national banks; and that it shall be regarded as such an association, but that it shall not have a less capital than is required under section 5138.
Section 5155 provides that any bank organized under State laws, and having branches, the capital being joint and used by the bank and branches in definite proportions, may become a national bank, and may retain such branches as it may elect, the circulation redeemable at the bank, and each branch to be regulated by the capital of each.
Section 5156 provides that appointments made, acts done, or proceedings had under the act of February 25, 1863, prior to June 3, 1864, toward the organization of any national bank, shall not be affected by existing provisions of law; also, that national banks organized or commenced to be organized under the act named, on June 3, 1864, shall enjoy all rights and be subject to all duties imposed by existing law, though all the prescribed steps for organization may not have been pursued, if such bank were duly organized under the act named.
CHAPTER Two. OBTAINING AND ISSUING CIRCULATING NOTES. Section 5157 provides that the provisions of chapters two, three, and four of this Title, regarding national banks, which are used without restrictive words, shall apply to all banks organized under any act of Congress.
Section 5158 provides that the term “U. S. bonds” as used throughout this chapter shall mean registered bonds of the United States.
Section 5159 provides that each national bank, after complying with all preliminary requirements, and before being authorized to commence business, shall transfer and deliver to the United States Treasurer United States interest-bearing bonds amounting to not less than $30,000, nor less than one-third of its paid-in capital, * to be safely kept on deposit in his office until otherwise disposed of according to law.
Section 5160 provides that each national bank shall increase its deposits of bonds as its capital may be paid up or increased, so that its bonds on deposit with the United States Treasurer shall always equal at least one-third of its capital; * but that any bank desiring to reduce its bonds or close up its business may take up its bonds on returning to the Comptroller its circulating notes in the proportion hereinafter named, and may take up itsbonds in excess of onethird of its capital, and upon which no circulation has been delivered.
* See sec. 4, Act of June 20, 1874, page 34.
Section 5161 provides that to facilitate compliance with sections 5159 and 5160 the Secretary of the Treasury may receive from any bank United States coupon bonds, cancel them, and issue in lieu thereof registered bonds of like character and amount.
Section 5162 provides that the transfers of United States bonds by any national bank under section 5159, shall be made to the United States Treasurer in trust for such bank, with a memorandum on each bond signed by the cashier or other officer thereof; that a receipt shall be given to the bank by the Comptroller, or a clerk appointed by him for the purpose, stating that the bond is held in trust for it, and as security for the redemption and payment of any circulating .notes that have been or may be delivered to it. No assignment or transfer of any such bond by the Treasurer to be valid unless countersigned by the Comptroller.
Section 5163 provides that the Comptroller shall keep in his office a book in which shall be entered, upon his countersigning it, every transfer by the Treasurer of bonds belonging to any national bank, and that there shall be stated in the entry the name of the bank from whose accounts the transfer is made, the transferee, and the par value of the bonds transferred.
Section 5164 provides that upon countersigning and entering bonds the Comptroller shall by mail advise the bank from whose accounts the transfer is made of the kind, numerical designation, and amount of the bonds transferred.
Section 5165 provides that for the purpose of ascertaining the correctness of transfers and entries of bonds, the Comptroller and Treasurer shall have access to each other's books, and that the Comptroller shall have access to the boods held by the Treasurer, to ascertain their amount and condition.
Section 5166 provides that every national bank having bonds deposited with the United States Treasurer shall, once or oftener each fiscal year, by an officer or agent duly appointed in writing, examine and compare the bonds with the books of the Comptroller and its own accounts; and if found correct, that it shall execute a certificate to the Treasurer to that effect, a duplicate of which, signed by the Treasurer, it
shall retain, and that a certificate executed by an authorized agent shall be of like force and validity as if executed by the president or cashier.
Section 5167_provides that the bonds deposited with the United States Treasurer by any national bank shall be held exclusively in trust to secure its circulation, except as provided by law; that the Comptroller may give it a power of attorney to receive and use the interest on its deposited bonds, which shall become inoperative whenever it shall fail to redeem its circulating notes; that whenever the market or cash value of the bonds becomes reduced below the amount of circulation issued thereon, the Comptroller may require the amount of such depreciation in other United States bonds, or in money to be deposited with the Treasurer as long as it continues; that the Comptroller, upon terms prescribed by the Secretary of the Treasury, may permit exchanges of bonds deposited for others authorized as security for circulation, if of opinion that such exchanges can be made without prejudice to the United States, and may direct the return of auy bonds to the bank which deposited them, in sums of not less than $1,000, upon the surrender and cancellation of a proportionate amount of its circulating notes: Provided, That a sufficient amount of bonds shall be left on deposit to secure the circulation not surrendered; that the bonds left on deposit shall not be reduced below the amount required by law; that the bank shall not have failed to redeem its circulating notes, nor violated any provision of the law; and that the market or cash value of the bonds left on deposit shall not be below the amount required for the circulation issued thereon.
Section 5168 provides that whenever a certificate is transmitted to the Comptroller, as provided in section 5135, and the bank transmitting it notifies him that one half of its capital stock is paid in, and that it has complied with all provisions of law required to be complied with before it can be authorized to commence banking, he shall examine into its condition, ascertain especially the amount of money paid in on account of its capital, and generally whether it has complied with all provisions of law required to entitle it to commence the business of banking, and shall cause a statement of the facts in the case to be made and attested by a majority of the directors, and the president or cashier of the bank.
Section 5169 provides that upon careful examination of the