We request that the title be reserved for a period of sixty days and the necessary organization blanks and instructions sent to at Signatures of applicants. Residences. Business. Financial strength, in figures. The signers of this application are known to me to be reputable citizens, and the foregoing information in reference to their business and financial standing is, in my opinion, correct. a a Signature of Member of Congress, judge of court, or other prominent public official. If the application receives the approval of the Comptroller he will furnish all necessary blanks for use in effecting the organization, with instructions for their proper execution, and the title applied for will be reserved for a period of sixty days, during which time it is expected that the organization of the bank will be completed. CAPITAL REQUIRED. National banks with a minimum capital of $25,000 may be organized in places the population of which does not exceed 3,000; with minimum capital of $50,000 in places the population of which does not exceed 6,000; with minimum capital of $100,000 in places the population of which does not exceed 50,000, and with minimum capital of $200,000 in places with population of over 50,000. STOCK SUBSCRIPTION LIST. The law does not provide for the filing with the Comptroller of the Currency of a list of subscribers to the capital stock of a national banking association, nor are blanks for that purpose furnished by this office. When, however, the proposed incorporators have received advice of the approval of their application to organize, there may be properly drawn up a subscription contract and signatures of the prospective stockholders obtained. The law only requires that the capital stock of a national bank shall be paid in cash at par, and permits it to be paid in installments. There would appear, however, 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; also, that a premium shall be paid for the stock to be credited to the surplus fund. 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 the carrying of 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. No. The following is a form of temporary certificate in general use; shares. shares of the capital stock of and surrender of this temporary certificate, a cer Witness the seal and the signatures of the president and cashier of the bank. transfer said certificate, with full power of substitution in the premises. 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 organizers or shareholders, waivers of their rights in the premises should be submitted. 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, must 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 bank. 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, one-half, 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 three 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 per sons (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 less 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 as in the other case in accordance with the provisions of section 5148. 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 -on Third. The board of directors shall consist of shareholders. The first meeting of the shareholders for the election of directors shall be held at 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 — thousand dollars, divided 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 twothirds 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 two-thirds vote of all the members 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 may 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 two-thirds of its stock, or otherwise dissolved by authority of law. Eighth. These articles of association may be changed or amended at any time by 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 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 day of NOTE. Five persons are required to sign; more may sign, but this number is sufficient. ORGANIZATION CERTIFICATE. 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 of county of Fourth. The name and the residence of each shareholder of this association, with the number of shares held, are as follows: Name. Residence. 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 day of NOTE. Those that have signed the articles of association are required to sign this certificate, and they must do so in their own handwriting. They must also make acknowledgment. to me well known, who severally acknowledged that they executed the foregoing certificate for the purposes therein mentioned. The association will have succession for a period of twenty 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.) The name, etc., of each stock subscriber, but not necessarily his signature, is required in the fourth subdivision. Each person who signs the articles of the association is also required to sign the organization certificate and make acknowledgment before a judge of court of record or a notary public having a seal. Inasmuch as the laws of the several States differ as to the rights of married women in regard to their separate estates and property, and as to the effects of covenants and agreements made by them, and also as to the forms of acknowledgment of instruments executed by them, any organization papers bearing the signatures of women must be accompanied by evidence that under the laws of the State they have the power to be parties to the organization. When the organization of a bank is effected and stock subscriptions paid, certificates should be issued in the names of the shareholders and for the numbers of shares of stock listed in the organization certificate, transfers to be made in the regular manner in the case of any stock which changes ownership. |