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banking association amending its articles of association to extend its period of succession, provided for in section 5 of the act of July 12, 1882, must be given to the directors after the Comptroller of the Currency has certified his approval of the amended articles and within 30 days of the date of such approval. The court, after stating that notice must be given to the directors, held that the president could neither receive nor waive the notice for them, and that it would not be competent for the directors to vest the president with authority to waive the statutory requirements of notice in advance.

69. REEXTENSION OF CORPORATE EXISTENCE.

The act of Congress approved April 12, 1902, provides that the Comptroller of the Currency may, in the manner provided by and under the conditions and limitations of the act of July 12, 1882, extend for a further period of 20 years the charter of any national banking association extended under said act which shall desire to continue its existence after the expiration of its charter. The form of amendment and certificate follows:

REEXTENSION OF

CHARTER-AMENDMENT OF ARTICLES OF ASSOCIATION OF
NATIONAL BANK.

and State of

In accordance with and in pursuance of the provisions of "An act to enable national banking associations to extend their corporate existence, and for other purposes," approved July 12, 1882, and the amendment approved April 12, 1902, we, the undersigned, shareholders of "The -," located at in the county of -, owning the number of shares of the capital stock of said association set opposite our respective names, aggregating not less than two-thirds of the stock of said association, do hereby consent and agree that the article of the articles of association of said national banking association be, and is hereby, amended to read as follows: "This association shall continue until close of business on unless sooner placed in voluntary liquidation by the act of its shareholders owning at least two-thirds of its stock, or otherwise dissolved by authority of law.” In witness whereof we, the undersigned, have hereto set our hands.

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SIR: In pursuance of the provisions of "An act to enable national banking associations to extend their corporate existence, and for other purposes," approved July 12, 1882, and the amendment approved April 12, 1902, I hereby certify that shareholders owning not less than two-thirds of the capital stock

of "The

-," have consented in writing to the reextension of the charter of said association; that the signatures to the attached amendment of the articles of association, executed in duplicate, are the true and correct signatures of said shareholders, or of their lawfully appointed attorneys, and that one of the instruments, in all respects like the other, is on file in the bank.

The foregoing certificate is made under seal of the association in accordance with a resolution of the board of directors adopted at a meeting held on the day of 19, in which the president, or cashier, was also authorized to make an application for the approval of the amended articles of association, a copy of which resolution has been recorded on the minute book of the bank.

[SEAL OF BANK.]

President or Cashier.

(The above certificate should not be made prior to date on which the amendment is last signed.)

The Comptroller of the Currency is hereby requested to approve the foregoing amendment of the articles of association of said bank, reextending its corporate existence for twenty years, pursuant to the act of Congress entitled “An act to provide for the extension of the charters of national banks," approved April 12, 1902.

[SEAL OF BANK.]

President or Cashier.

The other forms are similar to those used in connection with the original or first extension of charter.

70. CHANGE OF NAME OR OF NAME AND LOCATION.

A national banking association may, with the consent of the Comptroller of the Currency and by the vote of shareholders owning at least two-thirds of the stock of the association, change its name or place where its operations are carried on to any other locality in the same State not more than 30 miles distant.

When an association desires to change its title or location, the proposition should be submitted to the Comptroller of the Currency for consideration; and, when approved, a meeting of shareholders called that the required vote may be obtained.

Due notice of the meeting must be given and a certified copy of the resolution, under seal of the bank, sent to the Comptroller of the Currency, accompanied by a copy of the resolution of the board of directors authorizing the Treasurer of the United States to assign to the bank under its new title any bonds held by him as security for circulation, together with the Treasurer's duplicate receipts for the securities. An order for plate or plates and circulation to conform to change of title, etc., should also be submitted.

No change of name or location is valid until the Comptroller's certificate of approval is issued. (Act May 1, 1886.)

The removal of a bank to a different street location but within the limits of the place where it was organized does not require any action

by the shareholders or the approval of the Comptroller, it being entirely within the control of the board of directors unless the specific location is fixed by the articles of association, in which event action by the shareholders is necessary. When the "place" in which a bank was organized has been annexed to another municipality the removal of the bank beyond the limits of the place in which it was organized into the municipality to which the former place has been annexed requires the vote of shareholders owning not less than two-thirds of the stock of the association and the approval of the Comptroller. This approval will not be given when the capital of a bank is less than that required by law for the organization of an association in the municipality into which it is proposed to move.

The position taken by the Comptroller in these cases is sustained by the decision of the United States Circuit Court of Appeals in the case of Murray v. First National Bank of Capitol Hill, Okla. (212 Fed. Rep., 140.)

71. AMENDMENTS TO ARTICLES.

Section 5139 of the Revised Statutes provides that no change shall be made in the articles of association of a national bank by which the rights, remedies, or security of the existing creditors of the association shall be impaired; which, by implication, authorizes amendments not contravening the rights of creditors. The national banking law specifically provides for amendments of the articles of association changing corporate title, location of bank, increasing and reducing capital stock, consolidation, and extension of corporate existence. Amendment of the last-named character requires the written consent of shareholders owning two-thirds of the stock of an association, but the other changes require authorization by a vote of not less than two-thirds of the stock of the bank at a meeting of shareholders called for the purpose.

Ordinarily a provision is written into the articles of association of national banks authorizing amendment, in any respect not conflicting with law, by a majority stock vote. Where this provision exists the right is recognized to amend the articles by such a vote, relating to the number of directors, the time of holding annual elections (in the month of January), but under the ruling of the Solicitor of the Treasury the shareholders have no authority to amend the articles of association to provide that less than a majority of the directors shall constitute a quorum.

In the interest of banks concerned, and in accordance with the rulings of the office, a proposition to amend the articles of association of a bank in any particular should be submitted to the Comptroller of the Currency, for approval and specific instructions, in advance of action by stockholders.

72. MEETINGS OF SHAREHOLDERS.

There is nothing in the national bank act regarding notice of the annual meeting of the shareholders of national banking associations when held at the time specified in the articles of association. If the articles of association and by-laws are silent the usual notice of the meeting should be given, shareholders being entitled, no doubt, to advice of the meeting notwithstanding the fact that the time is fixed by the articles.

For an annual meeting, at which business of an unusual or extraordinary character, such as the amendment of articles of association, is to be considered, and for all special meetings of shareholders, notice should be given as required by the articles of association of the bank. Unless provision is made therein, 30 days' notice of meeting and business to be transacted should be given. If for any cause the election of directors is not made at the time appointed and the annual meeting is not regularly adjourned, an election must be held on a subsequent day designated by the directors, 30 days' notice of meeting to be given in a newspaper published in the city, town, or county in which the association is located, and if no newspaper is published in such city, town, or county, such notice shall be published in a newspaper published nearest thereto. (Sec. 5149, U. S. R. S.)

In all elections of directors, and in deciding all questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock held by him. Under section 5144, shareholders may vote by proxies duly authorized in writing, but no officer, clerk, teller, or bookkeeper of the association can act as proxy, and no shareholder whose liability is past due and unpaid shall be allowed to vote. The Comptroller, supported by certain decisions of the courts, holds that "a director is an officer within every sense and meaning of the word officer," and, furthermore, that the prohibition with regard to the voting of stock by a shareholder who is liable to the bank merely applies to subscriptions to capital stock.

Cumulative voting at meetings of shareholders is not authorized by the national-bank act. For instance, if a shareholder is the owner of 10 shares of stock and 7 directors are to be elected, he can not cast 70 votes in favor of any one person as a director, but is at liberty only to cast 10 votes for each of the 7 candidates.

FORM OF PROXY.

Know all men by these presents that I,

do hereby constitute and appoint attorney and agent for me, and in my name, place, and stead to vote as my proxy at any and all elections of directors of according to the number of votes I should be entitled to vote if there personally present.

In witness whereof I have hereunto set my hand this one thousand nine hundred and

Signed in presence of

day of

A proxy, however, while it must be in writing, need not be in any particular form, nor need it be acknowledged or proved, but it must be in such shape as reasonably to satisfy the inspectors of election as to its genuineness and validity, and to this end the corporate officers may insist upon reasonable evidence of the regularity and the genuineness of the proxy before allowing it to be voted. The proxy should be dated.

When certificates of proxy are destroyed after use parol evidence is admissible to prove their former existence and sufficiency. A stockholder who signs a form of proxy in blank and hands it over to another to be used in the ordinary way impliedly authorizes that other to fill up the blank with his own name. Although a proxy contains blanks as to the hour and day of the meeting, yet this may be filled in by the party using the proxy.

The ordinary proxy being intended for an election merely, does not enable the proxy to vote to increase the capital stock of the bank, to consolidate it with another national bank, or to place it in liquidation, unless the proxy itself in general or special terms gives the proxy the power to vote on such question. The proxy can not vote when the owner of the stock is present and votes. A proxy is always revocable, even when by its terms it is made "irrevocable," and the law allows a stockholder to revoke it. Frequently an attempt is made to permanently unite the voting power of several stockholders and thus control the corporation by giving irrevocable proxies to specified persons, but the common law allows a stockholder to revoke a proxy at any time.

The date of the annual meeting of the shareholders of a national bank is fixed in the articles of association, and those stockholders who attend this meeting may transact the business of that meeting, that is, elect directors, although stockholders representing a majority in interest are not present. Where the articles provide for a scale, the shareholders should first adopt a resolution fixing the number to be elected under the scale, and then proceed with the election. Only stockholders will be elected directors who receive a majority of all the votes cast at the election. Thus, if the articles should provide for a scale of from five to seven, and seven stockholders should receive votes for director, but only five receive a vote of the majority of the stock represented, these five alone would be elected. If any questions arise as to the validity of proxies, or any other questions relative to the election of directors, the matter would

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