Treat your customers liberally, bearing in mind the fact that a bank prospers as its customers prosper, but never permit them to dictate your policy. If you doubt the propriety of discounting an offering, give the bank the benefit of the doubt and decline it. If you have reason to distrust the integrity of a customer, close his account. Never deal with a rascal under the impression that you can prevent him from cheating you. The risk in such cases is greater than the profits. In business know no man's politics. Manage your bank as a business institution, and let no political partiality or prejudice influence your judgment or action in the conduct of its affairs. Bank managers should bear in mind that they are not only trustees of the stockholders, but that they owe something to the public-that their whole duty is not performed when good profits are made and when solvency is secured, but that they should do all in their power to encourage morality in business and to elevate credit, especially commercial credit, to the highest standard." APPENDIX. * ORGANIZATION OF NATIONAL BANKS. INCREASE OF CAPITAL STOCK. A National banking association may, with the consent of the Comptroller of the Currency, and by a vote of shareholders owning tvo-thirds of the shares, increase its capital stock to any sum approved by him. No increase is valid until the whole amount is paid in cash and the Comptroller's certificate of approval is issued, prior to which additional bonds must, if necessary, be deposited as security for circulation. (Section 5142; also act of Congress approved May 1, 1886.) A portion of a proposed increase will not be approved by the Comptroller. The whole amount, as stated in the resolution adopted by the vote of the shareholders, must be paid in and the payment certified to the Comptroller. The increase becomes operative upon the issuance of the Comptroller's certificate of approval. An association that contemplates increasing its capital stock should advise the Comptroller thereof before formally submitting the matter to the shareholders, and, if the proposition is approved, he will furnish necessary blanks and instructions for procedure. (See notice for shareholders' meeting.) In increasing the capital stock of a bank no moneys in the surplus fund or to the credit of undivided profit account can be used except by the declaration of a dividend by the board of directors in the regular course, where upon the shareholders, if they so desire, may use the proceeds thereof in payment of their subscription to the additional stock. Such portion only of the surplus fund as exceeds the amount required by law may be capitalized in the manner indicated. - thirty days' notice of the proposed business having been given, at which holders were present in person and by proxy, representing association, it was held on share shares of the stock of this Resolved, That, under the provisions of the act of May 1, 1886, the capital stock of this association be increased in the sum of $- making the total capital § The above resolution was adopted by the following vote, representing more than twothirds of the capital stock of the association: *The other requirements to be observed in organizing a National bank are fully set forth in Chap. ter I. Name of shareholder. Residence. Name of proxy. No. of shares. Total number of shares voted in favor of the resolution. I hereby certify that the above is a true and correct report of the vote and of the resolution adopted at a meeting of the shareholders of this bank held on -. May 1, 1886, in the sum of BANK OF National Bank of ." has been increased, pursuant to the provisions of the act of Congress approved dollars, all of which has been paid in, and that the paid-up capital stock of said bank now amounts to [Seal of bank.] dollars. I hereby certify that the foregoing certificate, by me subscribed, is true. STATE of County of Subscribed and sworn to before me this [Seal of notary.] , 88: day of A. D. Notary Public. REDUCTION Of Capital STOCK. A National banking association may, with the consent of the Comptroller of the Currency and by a vote of shareholders owning two-thirds of the shares, reduce its capital stock to any sum not below the minimum amount required by the National Bank Act. The reduction becomes operative upon the issuance of the Comptroller's certificate of approval, prior to which the circulation of the bank must be reduced to the amount of the capital after reduction by a deposit of lawful money with the Treasurer of the United States. An association that contemplates reducing its capital stock should advise the Comptroller thereof before formally submitting the matter to the shareholders, and, if the proposition is approved, he will furnish necessary blanks and instructions for procedure. (See notice for shareholders' meeting.) thirty days' notice of the proposed business having been given, at which held on shareholders were present in person and by proxy, representing this association, it was shares of stock of Resolved, That, under the provisions of section 5143, United States Revised Statutes, and of the law amendatory thereof, the capital stock of this association be reduced in the sum of leaving the total capital after said reduction $ The above resolution was adopted by the following vote, representing more than twothirds of the capital stock of the association : Name of shareholder. Residence. Name of proxy. No. of shares. Total number of shares voted in favor of the resolution.. I hereby certify that the above is a true and correct report of the vote and of the resolution adopted at a meeting of the shareholders of this bank held on National Bank of "has To the Comptroller of the Currency, Washington, D. C.: It is hereby certified that the capital stock of "The been reduced by.a vote of the shareholders owning two-thirds of the stock of the association, in accordance with the provisions of section 5143 of the Revised Statutes of the United States, in the sum of dollars, and that the paid-up capital stock of said bank since said reduction is [Seal of bank.] dollars. Cashier. STATE OF I, County of SS: National Bank of do solemnly swear that the foregoing certificate, by me subscribed, is true. " in the State of NOTE. A record of the vote of stockholders should be kept and forwarded with this notice. No part of the reduction can be carried to surplus or to undivided profits without the unanimous consent of the shareholders. When the reduction is made the shareholders should return their old certificates. New certificates for the capital as reduced should then be issued. It is competent to issue certificates for fractional shares. CONVERSION OF STATE BANKS. Section 5154 provides for the conversion of banks existing under State laws into National banking associations, and reads as follows: Any bank incorporated by special law, or any banking institution organized under a general law of any State, may become a National association under this title by the name prescribed in its organization certificate; and in such case the articles of association and the 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 two-thirds of the capital stock have authorized the directors to make such certificate, and to change and convert the bank or banking institution into a National association. A majority of the directors, after executing the articles of association and organization certificate, shall have power to execute all other papers, and to do whatever may be required to make its organization perfect and complete as a National association. If preferred, the State bank may be placed in voluntary liquidation in the regular course and those interested therein organize a National bank, which will be at liberty to buy the properly purchasable assets of the former, and there need be no interruption in business. In case of conversion, however, the shareholders should execute a form similar to the following: AUTHORITY OF SHAREHOLDERS TO DIRECTORS FOR THE CONVERSION OF A STATE BANK INTO A NATIONAL BANK. We, the undersigned, stockholders of the State of located in the -, county of having a paid-up capital of dollars, do hereby authorize and empower the directors thereof to change and convert said bank into a National banking association under the sections of the Revised Statutes which authorize the conversion of State banks into National associations, approved June 22, 1874, "and of subsequent acts in addition to or amendatory thereof;" and we do also authorize the said directors, or a majority thereof, to make and execute the articles of association and organization certificate required to be made or contemplated by said statutes, and also to make and execute all other papers and certificates, and to do all acts necessary to be done to convert said into a National banking association, and to do and perform all such acts as may be necessary to transfer the assets of every description and character of said to the National banking association into which it is to be converted, so that the said conversion may be absolute and complete; and we do hereby assume, and authorize the said directors to assume, as the name of the National banking association into which the said is to be converted, "The - ;" and we do who are now the directors of the said bank, to hereby appoint be the directors of the said National bank, to hold their offices as such directors until the regular annual election of directors is held, pursuant to the provisions of said Revised Statutes, and until their successors are chosen and qualified; and we do hereby authorize the said directors of the said National bank to continue in office the officers of the said State bank, or to appoint or elect others, as to them may seem best. In witness whereof, we have hereunto set our hands and written against our names the number of shares owned by us, respectively, this day of A. D. 19. Signatures of stockholders. Number of shares owned by each. NOTE.-The signatures of the owners of at least two-thirds of the stock |