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shareholders or by unanimous consent in w ing of the shareholders without a meeting without a formal vote, but any such increase capital shall be fully paid in within ninety da after such approval; and may be reduced like manner, provided that in no event sh. it be less than $2,000,000. No corporatic except as herein provided, shall during the ti it shall continue its operations withdraw or pe mit to be withdrawn, either in the form of dis
dends or otherwise, any portion of its capita National Any national banking association may inves hanks may in.
Stock in the stock of any corporation organized un
der the provisions of this section, but the aggre gate amount of stock held in all corporation engaged in business of the kind described is this section and in section 25 of the Federa Reserve Act as amended shall not exceed 10 per centum of the subscribing bank's capital and surplus.
A majority of the shares of the capital stock of any such corporation shall at all times be held and owned by citizens of the United States, by corporations the controlling interest in which is owned by citizens of the United States, chartered under the laws of the United
States or of a State of the United States, or by Stock owner. firms or companies, the controlling interest in ship and con.
which is owned by citizens of the United States. The provisions of section 8 of the act approved October 15, 1914, entitled “An act to supplement existing laws, against unlawful restraints and monopolies, and for other purposes," as amended by the acts of May 15, 1916, and September 7, 1916, shall be construed to apply to the directors, other officers, agents, or employees of corporations organized under the provisions of this section: Provided, however, That nothing herein contained shall (1) pro
hibit any director or other officer, agent or employee of any member bank, who has procured the approval of the Federal Reserve Board from serving at the same time as a director or other officer, agent or employee of any corporation organized under the provisions of this section in whose capital stock such member bank shall have invested; or (2) prohibit any director or other officer, agent, or employee of any corporation organized under the provisions of this section, who has procured the approval of the Federal Reserve Board, from serving at the same time as a director or other officer, agent or employee of any other corporation in whose capital stock such first-mentioned corporation shall have invested under the provisions of this section.
No member of the Federal Reserve Board shall be an officer or director of any corporation organized under the provisions of this section, or of any corporation engaged in similar business organized under the laws of any State, nor hold stock in any such corporation, and before entering upon his duties as a member of the Federal Reserve Board he shall certify under oath to the Secretary of the Treasury that he has complied with this requirement.
Shareholders in any corporation organized under the provisions of this section shall be liable for the amount of their unpaid stock subscriptions. No such corporation shall become a member of any Federal reserve bank.
Should any corporation organized hereunder violate or fail to comply with any of the provisions of this section, all of its rights, privileges, and franchises derived herefrom may thereby be forfeited. Before any such corporation shall be declared dissolved, or its rights, privileges, and franchises forfeited, any noncompliance
Liability of shareholders.
with, or violation of such laws shall, however, be determined and adjudged by a court of the United States of competent jurisdiction, in a suit brought for that purpose in the district or territory in which the home office of such corporation is located, which suit shall be brought by the United States at the instance of the Federal Reserve Board or the Attorney General. Upon adjudication of such noncompliance or violation, each director and officer who participated in, or assented to, the illegal act or acts, shall be liable in his personal or
individual capacity for all damages which the said corporation shall have sustained in consequence thereof. No dissolution shall take away or impair any remedy against the corporation, its stockholders, or officers for any liability or penalty previously incurred.
Any such corporation may go into voluntary liquidation and be closed by a vote of its shareholders owning two-thirds of its stock.
Whenever the Federal Reserve Board shall beLiquidation. come satisfied of the insolvency of any such
corporation, it may appoint a receiver who shall take possession of all of the property and assets of the corporation and exercise the same rights, privileges, powers, and authority with respect thereto as are now exercised by receivers of national banks appointed by the Comptroller of the Currency of the United States: Provided, however, That the assets of the corporations subject to the laws of other countries or jurisdictions shall be dealt with in accordance with
the terms of such laws. Meetings, Every corporation organized under the prorecords, re
visions of this section shall hold a meeting of its ports and ex
stockholders annually upon a date fixed in its by-laws, such meeting to be held at its home office in the United States. Every such cor
poration shall keep at its home office books containing the names of all stockholders thereof, and the names and addresses of the members of its board of directors, together with copies of all reports made by it to the Federal Reserve Board. Every such corporation shall make reports to the Federal Reserve Board at such times and in such form as it may require; and shall be subject to examination once a year and at such other times as may be deemed necessary by the Federal Reserve Board by examiners appointed by the Federal Reserve Board, the cost of such examinations, including the compensation of the examiners, to be fixed by the Federal Reserve Board and to be paid by the corporation examined.
The directors of any corporation organized Dividends under the provisions of this section may, semi- and surplus. annually, declare a dividend of so much of the net profits of the corporation as they shall judge expedient; but each corporation shall, before the declaration of a dividend, carry onetenth of its net profits of the preceding half year to its surplus fund until the same shall amount to 20 per centum of its capital stock.
Any corporation organized under the provisions of this section shall be subject to tax by the State within which its home office is located
Taxation. in the same manner and to the same extent as other corporations organized under the laws of that State which are transacting a similar character of business. The shares of stock in such corporation shall also be subject to tax as the personal property of the owners or holders thereof in the same manner and to the same extent as the shares of stock in similar State corporations.
Any corporation organized under the provisions of this section may at any time within
der this act.
Extending period of cor
the two years next previous to the date of the porate exist.
expiration of its corporate existence, by a vote ence.
of the shareholders owning two-thirds of its stock, apply to the Federal Reserve Board for its approval to extend the period of its corporate existence for a term of not more than twenty years, and upon certified approval of the Federal Reserve Board such corporation shall have its corporate existence for such extended period unless sooner dissolved by the act of the shareholders owning two-thirds of its stock, or by an Act of Congress or unless its franchise becomes forfeited by some violation of law.
Any bank or banking institution, principally
engaged in foreign business, incorporated by Reorganization special law of any State or of the United States banks into cor. or organized under the general laws of any porations un State or of the United States and having an un
impaired capital sufficient to entitle it to become a corporation under the provisions of this section may, by the vote of the shareholders owning not less than two-thirds of the capital stock of such bank or banking association, with the approval of the Federal Reserve Board, be converted into a Federal corporation of the kind authorized by this section with any name approved by the Federal Reserve Board: Provided, however, That said conversion shall not be in contravention of the State law. In such case the articles of association and organization certificate may be executed by a majority of the directors of the bank or banking institution, and the certificate shall declare that the owners of at least two-thirds of the capital stock have authorized the directors to make such certificate and to change or convert the bank or banking institution into a Federal corporation. A majority of the directors, after executing the articles of association and the organization certifi