REVISED STATUTES OF THE UNITED STATES 1 TITLE LXII.-NATIONAL BANKS.-CH. 1. TITLE LXII. NATIONAL BANKS. CHAPTER ONE. Sec. ORGANIZATION AND POWERS. 5133. Formation of national banking associations. 5134. Requisites of organization certificate. 5135. How certificate shall be acknowledged and filed. 5136. Corporate powers of associations. 5136A. Financial subsidiaries of national banks. 5136B. Participation in lotteries prohibited. 5137. Power to hold real property. 5138. Requisite amount of capital. 2 5139. Shares of stock and transfers. 5140. How payment of the capital stock made and proved. 5142. Increase of capital stock. 5143. Reduction of capital stock. 5144. Right of shareholders to vote. 5145. Election of directors. 5146. Requisite qualifications of directors. 5147. Oath required from directors. 5148. Filling vacancies. 5149. Proceedings where no election is held on the proper day. 5150. Election of president of the board. 5152. Executors, trustees, &c., not personally liable. 5153. Duties and liabilities when designated as depositaries of public moneys. 5154. Organization of State banks as national banking associations. 5155. State banks having branches. 5156. Reservation of rights of associations organized under act of 1863. 5156A. Mergers, consolidations, and other acquisitions authorized. In the case of the few sections of this title which are codified to more than 1 section of the United States Code, the Code citation appears at the end of each discrete provision. Section 5595 of the Revised Statutes of the United States designates the short title of the Revised Statutes as "The Revised Statutes of the United States". 2Section 5138 of the Revised Statutes of the United States was repealed by section 1201(a) of the Financial Regulatory Relief and Economic Efficiency Act of 2000 (114 Stat. 3037) without making a conforming amendment striking the item relating to such section in the table of contents. SEC. 5133. [12 U.S.C. 21] Associations for carrying on the business of banking under this Title may be formed by any number of natural persons, not less in any case than five. They shall enter into articles of association, which shall specify in general terms the object for which the association is formed, and may contain any other provisions, not inconsistent with law, which the association may see fit to adopt for the regulation of its business and the conduct of its affairs. These articles shall be signed by the persons uniting to form the association, and a copy of them shall be forwarded to the Comptroller of the Currency, to be filed and preserved in his office. SEC. 5134. [12 U.S.C. 22] The persons uniting to form such an association shall, under their hands, make an organization certificate, which shall specifically state: First. The name assumed by such association; which name shall include the word "national”. Second. The place where its operations of discount and deposit are to be carried on, designating the State, Territory, or district, and the particular county and city, town, or village. Third. The amount of capital stock and the number of shares into which the same is to be divided. Fourth. The names and places of residence of the shareholders and the number of shares held by each of them. Fifth. The fact that the certificate is made to enable such persons to avail themselves of the advantages of this Title. SEC. 5135. [12 U.S.C. 23] The organization certificate shall be acknowledged before a judge of some court of record, or notary public; and shall be, together with the acknowledgment thereof, authenticated by the seal of such court, or notary, transmitted to the Comptroller of the Currency, who shall record and carefully preserve the same in his office. SEC. 5136. [12 U.S.C. 24] Upon duly making and filing articles of association and an organization certificate, the association shall become, as from the date of the execution of its organization certificate, a body corporate, and as such, and in the name designated in the organization certificate, it shall have power First. To adopt and use a corporate seal. Second. To have succession from the date of the approval of this Act, or from the date of its organization if organized after such date of approval until such time as it be dissolved by the act of its shareholders owning two-thirds of its stock, or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special Act of Congress or until its affairs be placed in the hands of a receiver and finally wound up by him. Third. To make contracts. Fourth. To sue and be sued, complain and defend, in any court of law and equity, as fully as natural persons. Fifth. To elect or appoint directors, and by its board of directors to appoint a president, vice-president, cashier, and other officers, define their duties, require bonds of them and fix the penalty thereof, dismiss such officers or any of them at pleasure, and appoint others to fill their places. Sixth. To prescribe, by its board of directors, by-laws not inconsistent with law, regulating the manner in which its stock shall be transferred, its directors elected or appointed, its officers appointed, its property transferred, its general business conducted, and the privileges granted to it by law exercised and enjoyed. Seventh. To exercise by its board of directors or duly authorized officers or agents, subject to law, all such incidental powers as shall be necessary to carry on the business of banking; by discounting and negotiating promissory notes, drafts, bills of exchange, and other evidences of debt; by receiving deposits; by buying and selling exchange, coin, and bullion; by loaning money on personal security; and by obtaining, issuing, and circulating notes according to the provisions of this title. The business of dealing in securities and stock by the association shall be limited to purchasing and selling such securities and stock without recourse, solely upon the order, and for the account of, customers, and in no case for its own account, and the association shall not underwrite any issue of securities or stock: Provided, That the association may purchase for its own account investment securities under such limitations and restrictions as the Comptroller of the Currency may by regulation prescribe. In no event shall the total amount of the investment securities of any one obligor or maker, held by the association for its own account, exceed at any time 10 per centum of its capital stock actually paid in and unimpaired and 10 per centum of its unimpaired surplus fund, except that this limitation shall not require any association to dispose of any securities lawfully held by it on the date of enactment of the Banking Act of 1935. As used in this section the term "investment securities" shall mean marketable obligations evidencing indebtedness of any person, copartnership, association, or corporation in the form of bonds, notes and/or debentures commonly known as investment securities under such further definition of the term "investment securities" as may by regulation be prescribed by the Comptroller of the Currency. Except as hereinafter provided or otherwise permitted by law, nothing herein contained shall authorize the purchase by the association for its own account of any shares of stock of any corporation. The limitations and restrictions herein contained as to dealing in, underwriting and purchasing for its own account, investment securities shall not apply to obligations of the United States, or general obligations of any State or of any political subdivision thereof, or obligations of the Washington Metropolitan Area Transit Authority which are guaranteed by the Secretary of Transportation under section 9 of the National Capital Transportation Act of 1969, or obligations issued under authority of the Federal Farm Loan Act, as amended, or issued by the thirteen_banks for cooperatives or any of them or the Federal Home Loan Banks, or obligations which are insured by the Secretary of Housing and Urban Development under title XI of the National Housing Act, or obligations which are insured by the Secretary of Housing and Urban Development (hereafter in this sentence referred to as the "Secretary" pursuant to section 207 of the National Housing Act, if the debentures to be issued in payment of such insured obligations are guaranteed as to principal and interest by the United States, or obligations, participations, or other instruments of or issued by the Federal National Mortgage Association or the Government National Mortgage Association, or mortgages, obligations, 71 726 2001 41 |