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deposit to the credit of the organizing bank. The depositary bank should also be required to accompany the certification with a statement as to whether any part of the amount so deposited is represented by loans made to any of the subscribers to stock secured by shares of stock in the proposed national bank or on other security.
5. SUBSCRIPTIONS TO STOCK.
When the proposed incorporators have received advice of the approval of their application to organize, there may be formulated a subscription contract to be signed by the prospective shareholders, which, in addition to the signatures, should give each subscriber's occupation, address, net financial worth, and the number of shares subscribed.
(Blanks for this purpose are not furnished by this
The law requires that 50 per cent of the capital stock of a national bank shall be paid in cash and permits the payment of the additional 50 per cent in five equal monthly installments, but there would appear to be no objection to the incorporation in the subscription contract of a provision that the entire amount due on each share shall be paid at the call of the directors.
The Comptroller earnestly recommends to all organizing banks the advisability of selling the capital stock at a premium of 10 per cent or more for the purpose of creating a surplus from which may be paid the necessary expenditures for organization, which, together with the salaries of officers and employees, frequently result in an impairment of capital during the first year or two of a bank's existence.
In this connection emphasis is laid upon the desirability of restricting the investment in a bank building to economical and prudent limits and to an amount not out of proportion to the capital of the bank.
Where a surplus is not created by the payment of a premium on the stock, it is recommended that no dividends be paid until a substantial surplus has been accumulated from the earnings of the bank.
Where the stock is sold at a premium of 20 per cent, a bank is enabled at the first dividend period to distribute the net earnings without carrying any portion thereof to the surplus fund as provided by section 5199.
In case subscriptions to stock are paid in installments, temporary certificates may be issued and the amount of each payment credited thereon. When all installments have been paid the temporary certificates should be surrendered and canceled and permanent certificates of stock issued in lieu thereof.
The following is a form of temporary certificate in general use :
National Bank of
is entitled to
This is to certify that
shares of the capital stock and that upon payment of all installments, amounting to $- and surrender of this temporary certificate, a certificate of stock will be issued.
Witness the seal and the signatures of the president and cashier of the bank. Dated
my true and lawful
For value received I hereby transfer and assign to certificate and hereby appoint and constitute attorney to transfer said certificate, with full power of subsitution in the premises.
6. ARTICLES OF ASSOCIATION.
Five persons at least are required to sign the articles of association, and those who sign the articles must sign and acknowledge the organization certificate. If a majority of the applicants are not interested in the bank as shareholders, a new application will be required. The organization certificate should be executed at the same time as the articles of association or subsequent thereto.
The articles of association and organization certificate, forms of which follow, should be executed in duplicate, one copy of each to be filed in the office of the Comptroller of the Currency and the other retained by the association.
The persons uniting to organize a national bank must be natural persons—that is, individuals who can legally hold and control property in their individual right—and not corporations, firms, or associations of any character.
The proportion of capital required for organization—that is, onehalf-must be paid in money, and each subsequent installment must
be so paid until all the capital is paid in. Promissory notes or other evidences of debt can not be taken in payment for subscriptions to capital stock.
Instead of providing, in section 3 of the articles of association, for the election of the first board of directors, the names of the directors may be given therein if the stockholders are agreed as to the persons who are to constitute the board. In this event the third article should read as follows:
The board of directors shall consist of shareholders, and the following persons (here insert their names) are hereby appointed directors of this association, to hold their offices as such until the regular annual election takes place, pursuant to the fourth article of these articles of association, and until their successors are chosen and have qualified.
The third section, if desired, may be made to provide for what is termed a sliding scale instead of a fixed number of directors; in other words, a minimum and maximum number of directors, in which event the section should read as follows:
The board of directors shall consist of not fewer than (insert minimum number) nor more than (insert maximum number) shareholders; and the following persons (here insert their names) are hereby appointed directors of this association, to hold their offices as such until the regular annual election takes place, pursuant to the fourth article of these articles of association, and until their successors are chosen and have qualified. The number of directors elected at each annual meeting shall constitute the board for the year, all vacancies to be filled in accordance with the provisions of section 5148.
It will be seen that the only advantage of a sliding scale is that the shareholders are enabled to elect annually any number of directors within the limits of the scale. If a vacancy occurs it must be filled the same as though the articles called for a fixed number of directors.
ARTICLES OF ASSOCIATION.
[Executed in duplicate.]
For the purpose of organizing an association to carry on the business of banking under the laws of the United States, the undersigned subscribers for the stock of the association hereinafter named do enter into the following articles of association:
First. The title of this association shall be "The
Second. The place where its banking house or office shall be located, and its operations of discount and deposit carried on, and its general business conducted, shall be
Third. The board of directors shall consist of
shareholders. The first
meeting of the shareholders for the election of directors shall be held at on the or at such other place and time as a majority of the undersigned shareholders may direct.
Fourth. The regular annual meetings of the shareholders for the election of directors shall be held at the banking house of this association on the second Tuesday of January of each year; but if no election shall be held on that day it may be held on any other day, according to the provisions of section 5149 of
the Revised Statutes of the United States, and all elections shall be held according to such regulations as may be prescribed by the board of directors not inconsistent with the provisions of the national-banking law and of these articles.
Fifth. The capital stock of this association shall be into shares of one hundred dollars each; but the capital may, with the approval of the Comptroller of the Currency, be increased at any time by shareholders owning two-thirds of the stock, according to the provisions of an act of Congress approved May 1, 1886; and in case of the increase of the capital of the association each shareholder shall have the privilege of subscribing for such number of shares of the proposed increase of the capital stock as he may be entitled to according to the number of shares owned by him before the stock is increased.
Sixth. The board of directors, a majority of whom shall be a quorum to do business, shall elect one of its members president of this association, who shall hold his office (unless he shall be disqualified, or be sooner removed by a majority vote of the board) for the term for which he was elected a director. The directors shall have power to elect a vice president, who shall also be a member of the board of directors, and who shall be authorized, in the absence or inability of the president from any cause, to perform all acts and duties pertaining to the office of president, except such as the president only is authorized by law to perform, and to elect or appoint a cashier and such other officers and clerks as may be required to transact the business of the association; to fix the salaries to be paid to them, and continue them in office, or to dismiss them as in the opinion of a majority of the board, the interests of the association inay demand.
The directors shall have power to define the duties of the officers and clerks of the association, to require bonds from them, and to fix the penalty thereof; to regulate the manner in which elections of directors shall be held, and to appoint judges of the elections; to make all by-laws that it may be proper for them to make, not inconsistent with law, for the general regulation of the business of the association and the management of its affairs, and generally to do and perform all acts that it may be legal for a board of directors to do and perform under the Revised Statutes aforesaid.
Seventh. This association shall continue for the period of twenty years from the date of the execution of its organization certificate, unless sooner placed in voluntary liquidation by the act of its shareholders owning at least twothirds of its stock, or otherwise dissolved by authority of law.
Eighth. These articles of association may be changed or amended at any timeby shareholders owning a majority of the stock of the association, in any manner not inconsistent with law; and the board of directors or any three shareholders may call a meeting of the shareholders for this or for any other purpose, not inconsistent with law, by publishing notice thereof for thirty days in a newspaper published in the town, city, or county where the bank is located, or by mailing to each shareholder notice in writing thirty days before the time fixed for the meeting.
In witness whereof we have hereunto set our hands this
(To be signed by at least five natural persons, preferably the applicants.)
7. ORGANIZATION CERTIFICATE.
[Executed in duplicate.]
We, the undersigned, whose names are specified in article fourth of this certificate, having associated ourselves for the purpose of organizing an association for carrying on the business of banking, under the laws of the United States, do make and execute the following organization certificate:
First. The title of the association shall be "The
and State of
are to be carried on.
-, county where its operations of discount and deposit
Third. The capital stock of this association shall be and shall be divided into
shares of one hundred dollars each.
Fourth. The name, financial worth-net, and the residence of each shareholder of this association, with the number of shares held, are as follows:
No. of shares.
NOTE.-The names, etc., of all the shareholders must be given.
Fifth. This certificate is made in order that we may avail ourselves of the advantages of the aforesaid laws of the United States.
In witness whereof we have hereunto set our hands this
(To be signed and acknowledged by those who have signed the articles of ssociation.)
(Acknowledgment must be made before judge of court or notary public and authenticated by the seal of such court or notary.)
Before the undersigned, a ———— of
to me well known, who severally acknowledged that they executed the foregoing certificate for the purposes therein mentioned.
Witness my hand and seal of office this
[OFFICIAL SEAL OF OFFICER.]
The association will have succession for a period of 20 years from the date of the execution of the organization certificate, and not from the date of the certificate of the Comptroller of the Currency authorizing the bank to commence business. (See sec. 5136.)