, 1864-08-15

Dec. ~. anu Oo u JdfIdeF CHuCteu, = uAl III
directors Of any association first elected or az
pointed shall hold their places until their sleccs
sOrs shall be elected and qualified. All subsC
qucnt elections shnll be held annually on sue
day in the month Of January as may be specific
in the articles of association; and the director
so elected shall hold their places for one year
and until their successors arc elected and quail
fed. But any director ce1,Sing 10 be the ownC
Of the requisite amount Of stock, or having j
any other manner become disqualified, shal
thereby vacate bis place. Any vacancy in th
board shall he filed by appointment by the re
manning directors, and any director so appointe'
snail hold his place until the next election.
from any cause an election Of directors shall no
be made at the time appointed. the association
shall not for that cause be dissolved but an eleC
tiOn may be held on any subsequent day, thirt.
days notice thereof in all cases having beel
given in 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 publishe,
in newspaper Published nearest thereto.
the articles Of association do not FIX the day OF
which the election shall be held or il the election
should not be held on the day fixed, the day 70
the election shall be designated by the board o
directors in their bylaws, or otherwise PrOridal
That il the directors fail to fix the day, as afore
said. shareholders representing to-thirds Of th
shares may.
Sec. II. And be It further enacted, That il
all elections Of directors, and in deciding al
questions at meetings Of shareholders, each share
holder shall be entitled 10 one vote on each sllar
of stock held by him. Shareholders may vot
by proxies duly authorized in writing; but NJ
officer, clerk. teller, or bookkecpcr Of such asso
citation shall act as proxy; and no shareholdc
whose liability is past due and unpaid shall b.
allowed to vote.
Sec. IL. And be IL further enacted, That th
capital stock Of any association formed unde
this act shall be divided into shares Of one hun
dre1 dollars each, and be deemed personal pro
periy and transferable on the books Of the asso
citation in such manner as may be prescribed il
the bylaws or articles OF association; and ever,
person becoming shareholder by such transie
shall, in proportion to his shares succeed to al
the rights and liabilities Of the prior holder o
such shares, and no change shall be made in tht
articles Of association by which the rights, rem
edies. or security Of the existing creditors Of tn
association shall be impaired. The shareholder
Of each association formed under the provisions
Of this act. and Of each existing bank or bank
ing association that may accept the provision;
Of this act, shall be held Individually responsible
equally and ratably. and not one for another, fo
all contracts, debts. and engagements Of sucl
association TO the extent Of the amount Of thei
stock therein at the par value thereof in addition
TO the amount invested in such shares excep
that SHAREHOLDERS Of any banking association
now existing under State laws, having not les
than five millions OF dollars Of capital actually
paid in, and surplus Of twenty per ccntum OF
hand, both to be determined by the Comptrollei
Of the Currency, shall be liable only to the amour
invested in their sharcs; and such surplus Of TWEEN
ty per centum shall be kept undiminishcd, AM
be in addition to the surplus provided for in thi
act and il at any time there shall be deiicien
cy in said surplus Of twenty per eCntum, the sai'
banking association shall not pay any dividtndi
TO its shareholders until such deficiency shall b
made good; and in case Of such deficiency, tn
Comptroller Of the Currency may compel said
banking association to close its business ant
wind up IFS affairs under the provisions Of thi
act. Aud the Comptroller shall have authority
10 withhold from an association his certificate
authorizing the commencement Of business. whcn
ever he shall have reason TO suppose that thI
shareholders thereof have Formed the same foi
any other than the legitimate objects contenl
plated by this act.
Sec. l3, ARd Dc it further enacted, That Il
shall he lawful for any association formed under
this act, by IFS articles Of association TO provide
for an incrcase Of its capital from time TO time
as may be deemed expedicnt. subject TO the lin.
itatiOns OF this act Prorided, That the maxi
mum Of such incrglse in the articles Of ass0cia-
ton shall be determined by the Comptroller ol
the Currency; aud no increase Of capital shall
he valid until the whole amount Of such increase
shall lie paid in, and notice thereof shall have
been transmitted to the Comptroller Of the Cur.
rency. aud his certificate obtained specifying the
amount Of such increase Of capital stock, with
his approval thereof, and that it has been duly
paid in as part Of the capital Of such association
And every association shall have power, by the
vote Of Shareholders owning twothirls Of its
capital stock, to reduce the capital Of such assO-
ciat' on to any sum not below the amount required
by this act. In the formation Of associations
P,OVided, That by no such reduction shall its
capital be brought below the amount required by
this act for its outstanding circulation, nor shall
any such reduction be made until the amount oI
the proposed reduction has been reported to the
Comptroller Of tho Currency and his approval
thereof obtained. e.
Sec. IL AMd Be 70 further enacted, That at
least fifty per centum Of the capital stock Of every
association shall be paid in before il shall be
authorized to commence business; and the re
mainder Of the capital stock Of such association
shall be paid in instaiments OF at least ten TeF
centum each on the whole amount Of the capital
as frequently asone instalment at the end Of each
succeeding month from the time Il shall be Ru-
lhOrized by the Comptroller to commence bnsi-
nessi and the payment Of each instalmcnt shall
Lc certified TO the Comptroller, under oath, by
the president or cashier Of the association.
Sec. Is. Aml be IL further enacted, That il
any sharehold :, or his assignee, shall fail TO pay
any instrument on the stock when the same Is
required by the foregoing section to be paid, the
directors of such association may sell the stock
OF such delinquent shareholder ut public auction.
having given thrCc weeks previous notice thereof
in a newspaper published and Of general circu-
lhtion inthe city or county where the association
islocated, and il no newspaper is Published in
said city or county. then IN q newspaper pub
lished nearest thereto, to any person who will
pay the highest price therefor, and not less than
the amount then due thereon, with the expenses
oil advertisement and sale; and the excess, II
any, shall be paid to the delinquent shareholder.
II no bidder can be found who will pay for such
stock the amount due thereon to the association,
and the cost Of advertisement and sale the amount
previously paid shall be forfeited to the associa-
ton, and such stock shall be sold as the directors
may order, within six months from the time ol
such forfeiture and if not sold Il shall be can
eeIIed and deducted from the capital stock ol
the association; and il such cancellation and