An Act to amend the national banking laws to clarify or eliminate ambiguities, to repeal certain laws which have become obsolete, and for other purposes
PL 86-230 (H.R.8159), enacted 09/08/1959

73 S T A T . ] 
PUBLIC LAW 86-230-SEPT. 8, 1959 
467 
Public Law 86-230 
AN A C T 
September 8, 1959 
To amend the national banking laws to clarify or eliminate ambiguities, to repeal 
[H. R. 3159] 
certain laws which have become obsolete, and for other purposes. 
Be it enacted hy the Senate and House of Refresentatives 
of the 
United States of America in Congress assembled^ That (a) the para- ^^Nationaibanking 
graph designated "Seventh" in section 5136 of the Revised Statutes 
Revision. 
(12 U.S.C. 24) is amended by striking out "or the Home Owners' 
Tjoan Corporation". 
(b) Section 23A of the Federal Reserve Act (12 U.S.C. e37lc) is 
'•s stat. i83. 
amended— 
(1) by striking out "the Federal Home Loan Banks, or the 
Home Owners' Loan Corporation" in the second paragraph and 
inserting in lieu thereof "or the Federal Home Loan Banks"; and 
(2) by striking out ", or the Home Owners' Loan Corporation" 
in the third paragraph. 
SEC. 2. Section 5168 of the Revised Statutes (12 U.S.C. 26) is 
amended by striking out "at least fifty per centum" and inserting in 
SEC. 3. Section 2 of the Act of May 1, 1886 (ch. 73, 24 Stat. 18; 12 
U.S.C. 30) is amended to read as follows: 
"SEC. 2. Any national banking association, with the approval of the 
(Comptroller of the Currency, may change its name or change the loca-
tion of the main office of such association within the limits of the city, 
town, or village in which it is situated. 
Any national banking asso-
ciation, with the approval of the Comptroller of the Currency, may 
change the location of the main office of such association to any other 
location outside the limits of the city, town, or village in which it is 
located, but not more than thirty miles distant, by the vote of share-
holders owning two-thirds of the stock of such association. 
A duly 
authenticated notice of the vote and of the new name or location 
selected shall be sent to the Comptroller of the Currency; but no change 
of name or location shall be valid until the Comptroller shall have 
issued his certificate of approval of the same." 
SEC. 4. Section 5140 of the Revised Statutes (12 U.S.C. 53) is 
amended to read as follows: 
"SEC. 5140. All of the capital stock of every national banking asso-
cation shall be paid in before it shall be authorized to commence 
business." 
SEC. 5. Section 5141 of the Revised Statutes (12 U.S.C. 54) is 
R^P^^^^. 
repealed. 
SEC. 6. Section 1 of the Act of May 1, 1886 (ch. 73, 24 Stat. 18), 
1
2 use 53. 
is repealed. 
SEC. 7. Section 5151 of the Revised Statutes (12 U.S.C. 63) and 
section 23 of the Federal Reserve Act (12 U.S.C. 64) are repealed. 
SEC. 8. Section 2 of the Act of June 30, 1876 (ch. 156, 19 Stat. 63; 
12 U.S.C. 65), is repealed. 
SEC. 9. Section 5149 of the Revised Statutes (12 U.S.C. 75) is 
amended to read as follows: 
"SEC, 5149. When the day fixed in the articles of association for the 
regular annual meeting of the shareholders falls on a legal holiday 
in the State in which the bank is located, the shareholders meeting 
shall be held, and the directors elected, on the next following banking 
day. 
If, from any cause, an election of directors is not made on the 
day fixed, or in the event of a legal holiday, on the next following 
banking day, an election may be held on any subsequent day within 
sixty days of the day fixed, to be designated by the board of directors, 
or, if the directors fail to fix the day, by shareholders representing two-
38 Stat. 273. 
458 
PUBLIC LAW 86-230-SEPT. 8, 1959 
[73 STAT. 
thirds of the shares, at least ten days' notice thereof in all cases having 
been given by first-class mail to the shareholders."' 
61 Stat. 202. 
gj,(. j
L
Q Section 5202 of the Kevised Statutes (12 U.S.C. 82) is 
amended by striking out the paragraph designated "Sixth" and insert-
ing in lieu thereof the following: 
^2 ^xj*s c'^^Uii 
"Sixth. Liabilities incurred under the provisions of the Federal 
"°t«- 
Deposit Insurance Act." 
SEC. 11. The second sentence of section 5211 of the Revised Statutes 
(12 U.S.C. 161) is amended by striking out "five" and inserting in 
lieu thereof "ten". 
SEC. 12. Section 5213 of the Revised Statutes (12 U.S.C. 164) is 
amended by striking out "either of the two preceding sections" and 
inserting in lieu thereof "section 6211 of the Revised Statutes". 
vou*ng''ma'jorit1r!'^' 
SEC. 13. Exccpt as otherwisc specifically provided by law, or by the 
articles of association of the particular national banking association, 
the articles of association of a national banking association may be 
amended with respect to any lawful matter, and any action requiring 
. 
the approval of the stockholders of such association may be had by the 
approving vote of the holders of a majority of the voting shares of 
the stock of the association obtained at a meeting of the stockholders 
called and held pursuant to notice given by mail at least ten days prior 
to the meeting or pursuant to a waiver of such notice given by all stock-
holders entitled to receive notice of such meeting. A certified copy of 
every amendment to the articles of association adopted by the share-
holders of a national banking association shall be forwarded to the 
Comptroller of the Currency, to be filed and preserved in his office. 
SEC. 14. The provisions of all Acts of Congress relating to national 
banks shall apply in the several States, the District of Columbia, the 
several Territories and possessions of the United States, and the Com-
monwealth of Puerto Rico. 
SEC. 15. Section 5220 of the Revised Statutes (12 U.S.C. 181) is 
amended by adding after the first sentence the following new sentence: 
"If the liquidation is to be effected in whole or in part through the 
sale of any of its assets to and the assumption of its deposit liabilities 
by another bank, the purchase and sale agreement must also be ap-
proved by its shareholders owning two-thirds of its stock unless an 
emergency exists and the Comptroller of the Currency specifically 
waives such requirement for shareholder approval." 
SEC. 16. Section 1 of the Act of June 30, 1876 (ch. 156, 19 Stat. 63; 
12 U.S.C. 191), is amended by striking out ", and enforce the personal 
liability of the shareholders, as provided in section fifty-two hundred 
thirty-four of said statutes". 
SEC. 17. The second sentence of section 5234 of the Revised Statutes 
(12 U.S.C. 192) is amended by striking out the semicolon after the 
word "direct" and all that follows and inserting in lieu thereof a period. 
Receiverships. 
g^^^. j^g Scctioii 3 of the Act of Juue 30,1876 (ch. 156,19 Stat. 63; 12 
U.S.C. 197), is amended to read as follows: 
"Si<x\ 3. (a) Whenever any national banking association shall have 
been or shall be placed in the hands of a receiver, as ])rovided in sec-
1
2 use 192. 
^^Qj^ fifty-two hundred and thirty-four and other sections of the Re-
64 Stat. 884. 
yiscd Statiites of the Ignited States and section 11(c) of the Federal 
1
2 use 1821. 
Deposit Insurance Act, and when, as ])rovided in section fifty-two 
' " ' " " *"' 
hundred and thirty-six of the Revised Statutes of the United States, 
there has been paid to each and every creditor of such association 
whose claim or claims as such creditor shall have been proved or al-
lowed as therein prescribed, the full amount of such claims, and all 
expenses of the receivership, the Comptroller of the Currency or the 
Federal Deposit Insurance Corporation, where that Corporation has 
been appointed receiver of the bank, shall call a meeting of the share-
12 use 194. 
Election. 
73 S T A T . ] 
P U B U C LAW 86-230-SEPT. 8, 1959 
459 
holders of the association by giving notice thereof for thirty days in 
a newspaper published in the town, city, or county where the business 
of the association was carried on, or if no newspaper is there pub-
lished, in the newspaper published nearest thereto. At such meeting 
the shareholders shall determine whether the receiver shall be con-
tinued and shall wind up the affairs of the association, or whether an 
agent shall be elected for that purpose, and in so determining the 
shareholders shall vote by ballot, in person or by proxy, each share of 
stock entitling the holder to one vote, and the majority of the stock 
in number of shares shall be necessary to determine whether the re-
ceiver shall be continued, or whether an agent shall be elected. 
In 
Ef/"t*i 
case such majority shall determine that the receiver shall be con-
tinued, the receiver shall thereupon proceed with the execution of the 
trust, and shall sell, dispose of, or otherwise collect the assets of the 
association, and shall possess all the powers and authority, and be sub-
ject to all the duties and liabilities originally conferred or imposed 
upon such receiver so far as they remain applicable. 
In case such 
meeting shall, by the vote of a majority of the stock in number of 
shares, determine that an agent shall be elected, the meeting shall 
thereupon proceed to elect an agent, voting by ballot, in person or by 
proxy, each share of stock entitling the holder to one vote, and the 
person who shall receive votes representing at least a majority of stock 
m number of shares shall be declared the agent for the purposes here-
inafter provided; and when such agent shall have executed a bond 
to the shareholders conditioned for the payment and discharge in full 
or, to the extent possible from the remaining assets of the association, 
of each and every claim that may thereafter be proved and allowed 
by and before a competent court and for the faithful performance of 
his duties, in the penalty fixed by the shareholders at such meeting, 
with a surety or sureties to be approved by the district court of the 
United States for the district where the business of the association 
was carried on, and shall have filed such bond in the office of the clerk 
of such court, the Comptroller and the receiver, or the Federal De-
posit Insurance Corporation, where that Corporation has been ap-
pointed receiver of the bank, shall thereupon transfer and deliver to 
such a^ent all the uncollected or other assets of the association then 
remaining in the hands or subject to the order and control of the 
Comptroller and such receiver, or either of them, or the Federal De-
posit Insurance Corporation; and for this purpose the Comptroller 
and such receiver, or the Federal Deposit Insurance Corporation, as 
the case may be, are severally empowered and directed to execute any 
deed, assignment, transfer, or other instrument in writing that may 
be necessary and proper; and upon the execution and delivery of such 
instrument to such agent the Comptroller and such receiver or the 
Federal Deposit Insurance Corporation shall by virtue of this Act 
be discharged from any and all liabilities to the association and to 
each and all the creditors and shareholders thereof. 
"(b) Upon receiving such deed, assignment, transfer, or other 
instrument the person elected such agent shall hold, control, and dis-
pose of the assets and property of the association which he may receive 
under the terms hereof for the benefit of the shareholders of the associ-
ation, and he may in his own name, or in the name of the association, 
sue and be sued and do all other lawful acts and things necessary 
to finally settle and distribute the assets and property in his hands, 
and may sell, compromise, or compound the debts due to the associa-
tion, with the consent and approval of the district court of the United 
States for the district where the business of the association was carried 
on, and shall at the conclusion of his trust render to such district 
court a full account of all his proceedings, receipts, and expenditures as 
32716 O-60—32 
460 
PUBLIC LAW 86-230-fiEPT. 8, 1959 
[73 8T A T . 
Proceeds of as-
sets, distribution. 
64 Stat. 873. 
Consolidation. 
40 Stat. 1043. 
such agent, which court shall, upon due notice, settle and adjust such 
accounts and discharge such agent and sureties upon such bond. In 
case any such agent so elected shall die, resign, or be removed, any 
shareholder may call a meeting of the shareholders of the association 
in the town, city, or village where the business of the association was 
carried on, by giving notice thereof for thirty days in a newspaper 
published in such town, city, or village, or if no newspaper is there 
published, in the newspaper published nearest thereto, at which meet-
ing the shareholders shall elect an agent, voting by ballot, in person 
or by proxy, each share of stock entitling the holder to one vote, 
and when such agent shall have received votes representing at least a 
majority of the stock in number of shares, and shall have executed a 
bond to the shareholders conditioned for the payment and discharge 
in full or, to the extent possible from the remaining assets of the 
association, of each and every claim that may thereafter be proved 
and allowed by and before a competent court and for the faithful 
performance of his duties, in the penalty fixed by the shareholders at 
such meeting, with a surety or sureties, to be approved by such court, 
and file such bond in the office of the clerk of that court, he shall 
have all the rights, powers, and duties of the agent first elected as 
hereinbefore provided. At any meeting held as hereinbefore provided 
administrators or executors of deceased shareholders may act and 
sign as the decedent might have done if living, and guardians of 
minors and trustees of other persons may so act and sign for their 
ward or wards or cestui que trust. 
The proceeds of the assets or 
property of any such association w^hich may be undistributed at the 
time of such meeting or may ba subsequently received shall be dis-
tributed as follows: 
"First. To pay the expenses of the execution of the trust to the 
date of such payment. 
"Second. To repay any amount or amounts which have been 
paid in by any shareholder or shareholders of the association 
upon and by reason of any and all assessments made upon the 
stock of the association by order of the Comptroller of the Cur-
rency in accordance with the provisions of the statutes of the 
United States. 
"Third. To pay the balance ratably among such stockholders, 
in proportion to the number of shares held and ow^ned by each. 
Such distribution shall be made from time to time as the proceeds 
shall be received and as shall be deemed advisable by the Comp-
troller of the Currency, or the Federal Deposit Insurance Corpo-
ration if continued as receiver of the bank under subsection (a) 
of this section, or such agent, as the case may be." 
SEC. 19, The fourth sentence of section 2 of the Federal Deposit 
Insurance Act (12 U.S.C. 1812) is amended to read as follows: "In 
the event of a vacancy in the office of the Comptroller of the Currency, 
and pending the appointment of his successor, or during the absence 
or disability of the Comptroller, the Acting Comptroller of the Cur-
rency shall be a member of the Board of Directors in the place and 
stead of the Comptroller." 
SEC. 20. The text of the Act of November 7, 1918, as amended (12 
U.S.C. 33, 34, 34a, 34b, and 34c), is amended to read as follows: 
"That (a) any national banking association or any bank incor-
porated under the laws of any State may, with the approval of the 
(''omptroller, be consolidated with one or more national banking asso-
ciations located in the same State under the charter of a national 
banking association on such terms and conditions as may be lawfully 
agreed upon by a majority of the board of directors of each associa-
tion or bank proposing to consolidate, and be ratified and confirmed 
73 S T A T . ] 
PUBLIC LAW 86-230-SEPT. 8, 1959 
461 
by the affirmative vote of the shareholders of each such association or 
bank owning at least two-thirds of its capital stock outstanding, or 
by a greater proportion of such capital stock in the case of such State 
bank if the laws of the State where it is organized so require, at a 
meeting to be held on the call of the directors after publishing notice 
of the time, place, and object of the meeting for four consecutive weeks 
in a newspaper of general circulation published in the place where the 
association or bank is located, or, if there is no such newspaper, then 
in the paper of general circulation published nearest thereto, and 
after sending such notice to each shareholder of record by certified or 
registered mail at least ten days prior to the meeting, except to those 
shareholders who specifically waive notice, but any additional notice 
shall be given to the shareholders of such State bank which may be 
required Dy the laws of the State where it is organized. 
Publication 
of notice may be waived, in cases where the Comptroller determines 
that an emergency exists justifying such waiver,,by unanimous action 
of the shareholders of the association or State bank. 
" (b) The consolidated association shall be liable for all liabilities of 
the respective consolidating banks or associations. The capital stock 
of such consolidated association shall not be less than that required un-
der existing law^ for the organization of a national bank in the place 
in which it is located: Provided, That if such consolidation shall be 
voted for at such meetings by the necessary majorities of the share-
holders of each association and State bank proposing to consolidate, 
and thereafter the consolidation shall be approved by the Comptroller, 
any shareholder of any of the associations or State banks so consoli-
dated who has voted against such consolidation at the meeting of the 
association or bank of which he is a stockholder, or who has given 
notice in writing at or prior to such meeting to the presiding officer 
that he dissents from the plan of consolidation, shall be entitled to 
receive the value of the shares so held by him when such consolidation 
is approved by the Comptroller upon written request made to the con-
solidated association at any time before thirty days after the date of 
consummation of the consolidation, accompanied by the surrender of 
his stock certificates. 
" (c) The value of the shares of any dissenting shareholder shall be 
ascertained, as of the effective date of the consolidation, by an ap-
praisal made by a committee of three persons, composed of (1) one 
selected by the vote of the holders of the majority of the stock, the 
owners of which are entitled to payment in cash; (2) one selected by 
the directors of the consolidated banking association; and (3) one 
selected by the two so selected. The valuation agreed upon by any 
two of the three appraisers shall govern. If the value so fixed shall 
not be satisfactory to any dissenting shareholder who has requested 
payment, that shareholder may, within five days after being notified of 
the appraised value of his shares, appeal to the Comptroller, who shall 
cause a reappraisal to be made which shall be final and binding as to 
the value of the shares of the appellant. 
"(d) If, within ninety days from the date of consummation of the 
consolidation, for any reason one or more of the appraisers is not 
selected as herein provided, or the appraisers fail to determine the 
value of such shares, the Comptroller shall upon written request of 
any interested party cause an appraisal to be made which shall be 
final and binding on all parties. 
The expenses of the Comptroller in 
making the reappraisal or the appraisal, as the case may be, shall be 
paid by the consolidated banking association. 
The value of the shares 
ascertained shall be promptly paid to the dissenting shareholders by 
the consolidated banking association. 
Within thirty days after pay-
ment has been made to all dissenting shareholders as provided for in 
E v a l u a t i o n of 
shares. 
462 
PUBLIC LAW 86-230-SEPT. 8, 1969 
[73 STAT. 
this section the shares of stock of the consolidated banking association 
which would have been delivered to such dissenting shareholders had 
they not requested payment shall be sold by the consolidated banking 
association at an advertised public auction, unless some other method 
of sale is approved by the Comptroller, and the consolidated banking 
association shall have the right to purchase any of such shares at such 
public auction, if it is the highest bidder therefor, for the purpose of 
reselling such shares within thirty days thereafter to such person or 
persons and at such price not less than par as its board of directors by 
resolution may determine. 
If the shares are sold at public auction 
at a price greater than the amount paid to the dissenting shareholders 
the excess in such sale price shall be paid to such shareholders. 
The 
appraisal of such shares of stock in any State bank shall be determined 
in the manner prescribed by the law of the State in such cases, rather 
than as provided in this section, if such provision is made in the State 
law; and no such consolidation shall be in contravention of the law 
of the State under which such bank is incorporated. 
"(e) The corporate existence of each of the consolidating banks 
or banking associations participating in such consolidation shall be 
merged into and continued in the consolidated national banking asso-
ciation and such consolidated national banking association shall be 
deemed to be the same corporation as each bank or banking association 
participating in the consolidation. 
All rights, franchises, and interests 
of the individual consolidating banks or banking associations in and 
to every type of property (real, personal, and mixed) and choses in 
action shall be transferred to and vested in the consolidated national 
banking association by virtue of such consolidation without any deed 
or other transfer. 
The consolidated national banking association, 
upon the consolidation and without any order or other action on the 
part of any court or otherwise, shall hold and enjoy all rights of prop-
erty, franchises, and interests, including appointments, designations, 
and nominations, and all other rights and interests as trustee, executor, 
administrator, registrar of stocks and bonds, guardian of estates, 
assignee, receiver, and committee of estates of lunatics, and in every 
other fiduciary capacity, in the same manner and to the same extent as 
such rights, franchises, and interests were held or enjoyed by any one 
of the consolidating banks or banking associations at the time of con-
solidation, subject to the conditions hereinafter provided, 
ity^^fwiidiction^''" 
"(^) Where any consolidating bank or banking association, at the 
time of the consolidation, was acting under appointment of any court as 
trustee, executor, administrator, registrar of stocks and bonds, guardian 
of estates, assignee, receiver, or committee of estates of lunatics, or 
in any other fiduciary capacity, the consolidated national banking 
association shall be subject to removal by a court of competent juris-
diction in the same manner and to the same extent as was such con-
solidating bank or banking association prior to the consolidation. 
Nothing contained in this section shall be considered to impair in any 
manner the right of any court to remove the consolidated national 
banking association and to appoint in lieu thereof a substitute trustee, 
executor, or other fiduciary, except that such right shall not be exer-
cised in such a manner as to discriminate against national banking 
associations, nor shall any consolidated national banking association 
be removed solely because of the fact that it is a national banking 
association. 
"(g) Stock of the consolidated national banking association may be 
issued as provided by the terms of the consolidation agreement, free 
from any preemptive rights of the shareholders of the respective 
consolidating banKS. 
73 S T A T . ] 
PUBLIC LAW 86-230-SEPT. 8, 1959 
463 
"SEC. 2. (a) One or more national banking associations or one or ^iitV.^^' agree-
more State banks, with the approval of the Comptroller, under an 
agreement not inconsistent with this Act, may merge into a national 
banking association located within the same State, under the charter 
of the receiving association. The merger agreement shall— 
" (1) be agreed upon in writing by a majority of the board of 
directors of each association or State bank participating in the 
plan of merger; 
"(2) be ratified and confirmed by the affirmative vote of the 
shareholders of each such association or State bank owning at 
least two-thirds of its capital stock outstanding, or by a greater 
proportion of such capital stock in the case of a State bank if the 
laws of the State where it is organized so require^ at a meeting to 
be held on the call of the directors, after publishing notice of the 
time, place, and object of the meeting for four consecutive Aveeks 
in a newspaper of general circulation published in the place 
where the association or State bank is located, or, if there is no 
such newspaper, then in the newspaper of general circulation 
published nearest thereto, and after sending such notice to each 
shareholder of record by certified or registered mail at least ten 
days prior to the meeting, except to those shareholders who spe-
cifically waive notice, but any additional notice shall he given to 
the shareholders of such State bank which may be required by 
the laws of the State where it is organized. 
Publication of 
notice may be waived, in cases where the Comptroller determines 
that an emergency exists justifying such waiver, by unanimous 
action of the shareholders of the association or State bank; 
"(3) specify the amount of the capital stock of the receiving 
association, which shall not be less than that required under ex-
isting law for the organization of a national bank in the place in 
which it is located and which will be outstanding upon comple-
tion of the merger, the amount of stock (if any) to be allocated, 
and cash (if any) to be paid, to the shareholders of the associa-
tion or State bank being merged into the receiving association; 
and 
"(4) provide that the receiving association shall be liable for 
all liabilities of the association or State bank being merged into 
the receiving association. 
"(b) If a merger shall be voted for at the called meetings by the 
necessary majorities of the shareholders of each association or State 
bank participating in the plan of merger, and thereafter the merger 
shall be approved by the Comptroller, any shareholder of any associa-
tion or State bank to be merged into the receiving association who has 
voted against such merger at the meeting of the association or bank 
of which he is a stockholder, or has given notice in writing at or prior 
to such meeting to the presiding officer that he dissents from the plan 
of merger, shall be entitled to receive the value of the shares so held 
by him when such merger shall be approved by the Comptroller upon 
written request made to the receiving association at any time before 
thirty days after the date of consummation of the merger, accompanied 
by the surrender of his stock certificates. 
"(c) The value of the shares of any dissenting shareholder shall be 
ascertained, as of the effective date of the merger, by an appraisal 
made by a committee of three persons, composed of (1) one selected by 
the vote of the holders of the majority of the stock, the owners of 
which are entitled to payment in cash; (2) one selected by the directors 
of the receiving association; and (3) one selected by the two so selected. 
The valuation agreed upon by any two of the three appraisers shall 
govern. 
If the value so fixed shall not be satisfactory to any dissent-
464 
PUBLIC LAW 86-230-SEPT. 8, 1959 
[73 STAT. 
ing shareholder who has requested payment, that shareholder may, 
within five days after being notified of the appraised value of his 
shares, appeal to the Comptroller, who shall cause a reappraisal to be 
made which shall be final and binding as to the value of the shares of 
the appellant. 
"(d) If, within ninety days from the date of consummation of the 
merger, for any reason one or more of the appraisers is not selected 
as herein provided, or the appraisers fail to determine the value of such 
shares, the Comptroller shall upon written request of any interested 
party cause an appraisal to be made which shall be final and binding 
on all parties. 
The expenses of the Comptroller in making the reap-
praisal or the appraisal, as the case may be, shall be paid by the receiv-
ing association. 
The value of the shares ascertained shall be promptly 
paid to the dissenting shareholders by the receiving association. 
The 
shares of stock of the receiving association which would have been de-
livered to such dissenting shareholders had they not requested pay-
ment shall be sold by the receiving association at an advertised public 
auction, and the receiving association shall have the right to purchase 
any of such shares at such public auction, if it is the highest bidder 
therefor, for the purpose of reselling such shares within thirty days 
thereafter to such person or persons and at such price not less than par 
as its board of directors by resolution may determine. 
If the shares 
are sold at public auction at a price greater than the amount paid to 
the dissenting shareholders, the excess in such sale price shall be paid 
to such dissenting shareholders. 
The appraisal of such shares of stock 
in any State bank shall be determined in the manner prescribed by 
the law of the State in such cases, rather than as provided in this sec-
tion, if such provision is made in the State law; and no such merger 
shall be in contravention of the law of the State under which such 
bank is incorporated. 
The provisions of this subsection shall apply 
only to shareholders of (and stock owned by them in) a bank or asso-
ciation being merged into the receiving association. 
"(e) The corporate existence of each of the merging banks or bank-
ing associations participating in such merger shall be merged into 
and continued in the receiving association and such receiving associa-
tion shall be deemed to be the same corporation as each bank or bank-
ing association participating in the merger. 
All rights, franchises, 
and interests of the individual merging banks or banking associations 
in and to every type of property (real, personal, and mixed) and 
choses in action shall be transferred to and vested in the receiving 
association by virtue of such merger without any deed or other trans-
fer. The receiving association, upon the merger and without any order 
or other action on the part of any court or otherwise, shall hold and 
enjoy all rights of property, franchises, and interests, including ap-
pointments, designations, and nominations, and all other rights and 
interests as trustee, executor, administrator, registrar of stocks and 
bonds, guardian of estates, assignee, receiver, and committee of estates 
of lunatics, and in every other fiduciary capacity, in the same manner 
and to the same extent as such rights, franchises, and interests were 
held or enjoyed by any one of the merging banks or banking associa-
tions at the time of the merger, subject to the conditions hereinafter 
provided. 
it^/fiiltd'ict'i^n^''" 
"(^) Where any merging bank or banking association, at the time 
of the merger, was acting under appointment of any court as trustee, 
executor, administrator, registrar of stocks and bonds, guardian of 
estates, assignee, receiver, or committee of estates of lunatics, or in any 
other fiduciary capacity, the receiving association shall be subject to re-
moval by a court of competent jurisdiction in the same manner and to 
the same extent as was such merging bank or banking association prior 
73 S T A T . ] 
PUBLIC LAW 86-230-SEPT. 8, 1959 
465 
to the merger, Nothing contained in this section shall be considered to 
impair in any manner the right of any court to remove the receiving 
association and to appoint in lieu thereof a substitute trustee, executor, 
or other fiduciary, except that such right shall not be exercised in such 
a manner as to discriminate against national banking associations, 
nor shall any receiving association be removed solely because of the 
fact that it is a national banking association. 
"(g) Stock of the receiving association may be issued as provided 
by the terms of the merger agreement, free from any preemptive rights 
of the shareholders of the respective merging banks. 
"SEC. 3. As used in this Act, the term— 
"(1) 'State bank' means any bank, banking association, trust 
company, savings bank (other than a mutual savings bank), or 
other banking institution which is engaged in the business of re-
ceiving deposits and which is incorporated under the laws of any 
State, or which is operating under the Code of Law for the Dis-
trict of Columbia (except a national banking association located 
in the District of Columbia) ; 
"(2) 'State' means the several States and Territories, the Com-
monwealth of Puerto Rico, the Virgin Islands, and the District of 
Columbia; 
" (3) 'Comptroller' means the Comptroller of the Currency; and 
"(4) 'Receiving association' means the national banking asso-
ciation into which one or more national banking associations or 
one or more State banks, located within the same State, merge." 
SEC. 21. (a) Section 5199 of the Revised Statutes (12 U.S.C. 60) is 
amended to read as follows: 
"SEC. 5199. (a) The directors of any national banking association 
may, quarterly, semiannually or annually, declare a dividend of so 
much of the net profits of the association as they shall judge expedient, 
except that until the surplus fund of such association shall equal its 
common capital, no dividends shall be declared unless there has been 
carried to the surplus fund not less than one-tenth part of the associa-
tion's net profits of the preceding half year in the case of quarterly 
or semiannual dividends, or not less than one-tenth part of its net 
profits of the preceding two consecutive half-year periods in the case 
of annual dividends: Promded^ That for the purposes of this section, 
any amounts paid into a fund for the retirement of any preferred 
stock of any such association out of its net profits for such period 
or periods shall be deemed to be additions to its surplus fund if, 
upon the retirement of such preferred stock, the amounts so paid into 
such retirement fund may tlien properly be carried to surplus. 
In 
any such case the association shall be obligated to transfer to surplus 
the amounts so paid into such retirement fund on account of the 
preferred stock as such stock is retired. 
"(b) The approval of the Comptroller of the Currency shall be 
required if the total of all dividends declared by such association in 
any calendar year shall exceed the total of its net profits of that year 
combined with its retained net profits of the preceding two years, 
less any required transfers to surplus or a fund for the retirement of 
any preferred stock. 
"(c) For the purpose of this section the term 'net profits' shall 
mean the remainder of all earnings from current operations plus actual 
recoveries on loans and investments and other assets, after deducting 
from the total thereof all current operating expenses, actual losses, 
accrued dividends on preferred stock, if any, and all Federal and 
State taxes." 
Definitions. 
49 Stat. 712. 
D e c 1 ar ation of 
dividends. 
466 
PUBLIC LAW 86-231-SEPT. 8, 1959 
[73 8T A T , 
Reserve and cap-
ital requirements. 
38 Stat. 259. 
Ante, p. 465. 
12 u s e 56. 
Repeal. 
19 Stat. 252. 
49 Stat. 707. 
Repeals. 
42 Stat. 1461. 
(b) The first sentence of the sixth paragraph of section 9 of the 
Federal Reserve Act (12 U.S.C. 324) is amended to read as follows: 
"All banks admitted to membership under authoritj^ of this section 
shall be required to comply with the reserve and capital requirements 
of this Act, to conform to those provisions of law imposed on national 
banks which prohibit such banks from lending on or purchasing their 
own stock and which relate to the withdrawal or impairment of their 
capital stock, and to conform to the provisions of sections 5199(b) and 
5204 of the Revised Statutes with respect to the payment of dividends; 
except that any reference in any such provision to the Comptroller 
of the Currency shall be deemed for the purposes of this sentence to 
be a reference to the Board of Governors of the Federal Reserve 
System." 
SEC. 22. (a) Section 5212 of the Revised Statutes (12 U.S.C. 163) 
is repealed. 
(b) Section 5211 of the Revised Statutes (12 U.S.C. 161) is amended 
by inserting after the second sentence the following new sentence: 
"Every national bank shall make to the Comptroller reports of the 
payment of dividends, including advance reports of dividends pro-
posed to be declared or paid in such cases and under such conditions 
as the Comptroller deems necessary to carry out the purposes of the 
laws relating to national banks, in such form and at such times as 
he may require." 
SEC. 23. Section 21(a) (2) (A) of the Act of June 16, 1933 (ch. 89, 
48 Stat. 189; 12 U.S.C. 378), is amended by inserting after "District," 
the following: "and subjected, by the laws of the United States, or of 
the State, Territory, or District wherein located, to examination and 
regulation,". 
SEC. 24. Sections 201, 202, 203, 204, 205, 206, 207, 208, 209(a), 
209(c), 209(d), 209(f), 209(g), 209(i), 210, 211, 212, 213, 214, 215, 
and 217, and the last two sentences of section 209(b), of the Act of 
March 4, 1923 (ch. 252, 42 Stat. 1467; 12 U.S.C. 1151-1322), are 
repealed. 
SEC. 25. Section 5134 of the Revised Statutes (12 U.S.C. 22) is 
amended by striking out "which name shall be" and inserting in lieu 
thereof "which name shall include the word 'national' and be". 
Approved September 8, 1959. 
Public Law 86-231 
September 8, 1959 
A N A C T 
[s. 1448] 
rji^ change the name of the Abraham Lincoln National Historical Park at 
Hodgenville, Kentucky, to Abraham Lincoln Birthplace National Historic 
Site. 
Abraham Lincoln 
National H i s t o r-
ical Park, Hodgen-
ville, Ky. 
Name change. 
Be it eihacted hy the Senate and House of Representatives 
of the 
United States of America in Congress assenwled^ That the Abraham 
Lincoln National Historical Park at Hodgenville, Kentucky, shall 
hereafter be known as Abraham Lincoln Birthplace National His-
toric Site, and any law, regulation, document, or record of the United 
States in which such historical park is designated or referred to under 
the name of Abraham Lincoln National Historical Park shall be held 
to refer to such historical park under and by the name of Abraham 
Lincoln Birthplace National Historic Site. 
Approved September 8, 1959.