12 USCS § 9BANKS AND BANKING§ 9. Additional examiners, clerks, and otheremployeesThe Comptroller of the Currency is hereby autho rized to employ such additional examiners, clerks,and other employees as he deems necessary to carryout the provisions of this title and to assign to dutyin the office of his bureau in Washington suchexaminers and assistant examiners as he shall deemnecessary to assist in the performance of the work ofthat bureau.(March 4, 1923, ch 252, Title II, § 209(b), 42 Stat.1467.)§ 10. Salaries of Deputy Comptrollers, exam iners, and other employees as part of bankexamination expensesThe salaries of the Deputy Comptrollers and of allnational bank examiners and assistant examinersassigned to duty in the office of the bureau inWashington in connection with the supervision ofnational banks shall be considered part of the ex penses of the examinations provided for by section5240 of the Revised Statutes, as amended [12 USCS§§ 481 et seq.].(March 4, 1923, ch 252, Title II, § 209(b), 42 Stat.1467; Sept. 9, 1959, P. L. 86-251, § 1(c)(2), 73 Stat.488.)§ 11. Interest in national banksIt shall not be lawful for the Comptroller or theDeputy Comptroller of the Currency, either directlyor indirectly, to hold an interest in any nationalbank.(R.S. § 329; Dec. 27, 2000, P. L. 106-569, Title XII,Subtitle D, § 1233(b), 114 Stat. 3037.)§ 12. Seal of ComptrollerThe seal devised by the Comptroller of the Cur rency for his office, and approved by the Secretary ofthe Treasury, shall continue to be the seal of office ofthe comptroller, and may be renewed when neces sary. A description of the seal, with an impressionthereof, and a certificate of approval by the Secre tary of the Treasury, shall be filed in the office of theSecretary of State.(R. S. § 330; Feb. 18, 1875, ch 80, § 1, 18 Stat.317.)§ 13. Rooms for Currency BureauThere shall be assigned, from time to time, to theComptroller of the Currency, by the Secretary of theTreasury, suitable rooms in the Treasury Buildingfor conducting the business of the Currency Bureau,containing safe and secure fireproof vaults, in whichthe comptroller shall deposit and safely keep all theplates not necessarily in the possession of engraversor printers, and other valuable things belonging tohis department; and the comptroller shall from timeto time furnish the necessary furniture, stationery,2fuel, lights, and other proper conveniences for thetransaction of the business of his office.(R. S. § 331.)§ 14. Report of ComptrollerThe Comptroller of the Currency shall make anannual report to Congress. The report requiredunder this section shall include the report requiredunder section 18(f)(7) of the Federal Trade Commis sion Act [15 USCS § 57a(f)(7)].(R. S. 333; Feb. 18, 1875, ch 80, § 1, 18 Stat. 317;Aug. 7, 1946, ch 770, § 1(39), 60 Stat. 869; Dec. 27,2000, P. L. 106-569, Title XI, § 1103(c), 114 Stat.3031.)CHAPTER 2. NATIONAL BANKSORGANIZATION AND GENERAL PROVISIONSSection21. Formation of national banking associations; incorporators;articles of association21a. Amendment of articles of association22. Organization certificate23. Acknowledgment and filing of certificate24. Corporate powers of associations24a. Financial subsidiaries of national banks25. Repeal of Acts relating to extension of period of corporatesuccession; applicability of 12 USCS § 2425a. Prohibited activities; definitions; regulations26. Comptroller to determine if association can commence busi ness27. Certificate of authority to commence banking29. Power to hold real property30. Change of name or location31. Rights and liabilities as affected by change of name32. Liabilities and suits as affected by change of name or location35. Organization of State banks as national banking associations36. Branch banks37. Associations governed by chapter38. The National Bank Act39. Reservation of rights of associations organized under Act of186340. Virgin Islands; extension of National Bank Act41. Guam; extension of National Bank Act42. Territorial application43. Interpretations concerning preemption of certain State lawsCAPITAL, STOCK, AND STOCKHOLDERS51a.51b.Preferred stock; issuance authorizedDividends, voting, and retirement of preferred stock; indi vidual liability51b-1. Consideration of preferred stock in determining impair ment of capital; dividends; retirement51c. “Common stock”, “capital”, and “capital stock” defined52. Par value and incidents of stock; transfer of shares53. When capital stock paid in55. Enforcing payment of deficiency in capital stock; assessments;liquidation; receivership56. Prohibition on withdrawal of capital; unearned dividends57. Increase of capital by provision in articles of association59. Reducation of capital60. National bank dividends61. Shareholders’ voting rights; cumulative and distributive vot ing; preferred stock; trust shares; proxies, liability restric tions; percentage requirement exclusion of trust shares62. List of shareholders64a. Individual liability of shareholders; limitation on liability66. Personal liability of representatives of stockholders

312 USCS § 21NATIONAL BANKSSection67. Individual liability of stockholders; compromises; authority ofreceiverSection182. Notice of intent to .ElectionNumber of directors; penaltiesQualificationsOathVacanciesLegal holiday, annual meeting on; proceedings where noelection held on proper dayPresident of bank as member of board; chairman of boardREGULATION OF THE BANKING BUSINESS; POWERS ANDDUTIES OF NATIONAL 95b.Place of businessLoans by bank on its own stockLending limitsRate of interest on loans, discounts and purchasesUsurious interest; penalty for taking; statute of limitationDepositaries of public moneys and financial agents of Govern mentTransfers by bank and other acts in contemplation of insol vencyActing as insurance agent or broker; procuring loans on realestateTrust powersViolation of provisions; forfeiture of franchise; personal liabil ity of directors; civil money penaltyAuthority to prescribe rules and regulationsVenue of actionsEmergency limitations and restrictions on business of mem bers of Federal Reserve System; designation of legal holi day for national banking associations; exceptions; “State”definedRegulation of transactions in foreign exchange of gold andsilver; property transfers; vested interests, enforcementand penaltiesRatification of acts of President and Secretary of the Trea sury under section 95aREDEMPTION AND REPLACEMENT OF CIRCULATINGNOTES121a.122a.Redemption of notes unidentifiable as to bank of issueRedeemed notes of unidentifiable issue; funds chargedagainst141.142.143.Central reserve and reserve cities; designationBanks in reserve cities; reservesBanks in Alaska and insular possessions; lawful moneyreservesCertain balances counted toward reserves in dependenciesand insular possessions191. of receiver for a national bankDefault in payment of circulating notesNotice to present claimsDividends on adjusted claims; distribution of assetsExpensesShareholders’ meeting; continuance of receivership; appoint ment of agent; winding up business; distribution of assets197a. Resumption of business by closed bank on consent ofdepositors198. Purchase by receiver of property of bank; request to Comp troller199. Approval of request200. PaymentBANK CONSERVATION ACT201. titleDefinitionsAppointment of conservatorExaminationsTermination of conservatorshipConservator; powers and dutiesLiability protectionGovernmental powers unimpairedRules and regulationsRight to amend; separabilityCONVERSION OF NATIONAL BANKS INTO STATE BANKS214. Definitions214a. Procedure for conversion, merger or consolidation; vote ofstockholders214b. Continuation of business and corporate entity214c. Conversions in contravention of State lawCONSOLIDATION AND MERGER215. Consolidation of banks within the same State215a. Mergers of national banks or State banks into nationalbanks215a-1. Interstate consolidations and mergers215a-2. Expedited procedures for certain reorganizations215a-3. Mergers and consolidations with subsidiaries and non bank affiliates215b. Definitions215c. Mergers, consolidations, and other acquisitions authorizedRESERVE CITIES; LAWFUL RESERVES144.DISPOSITION OF UNCLAIMED PROPERTY RECOVEREDFROM CLOSED NATIONAL BANKS216. Purpose216a. Definitions216b. Disposition of unclaimed property216c. Rules and regulations216d. SeverabilityBANK EXAMINATIONS; REPORTS161.164.Reports to Comptroller of the CurrencyPenalty for failure to make reportsMISCELLANEOUS PROVISIONS REGARDING UNITEDSTATES BONDS IN RELATION TO NATIONAL BANKS177a.Funds available for cost of transporting and redeemingnational and Federal Reserve bank notesVOLUNTARY DISSOLUTION181.Voluntary dissolution; appointment and removal of liquidat ing agent or committee; examinationORGANIZATION AND GENERAL PROVISIONS§ 21. Formation of national banking associa tions; incorporators; articles of associationAssociations for carrying on the business of bank ing under this Title may be formed by any number ofnatural persons, not less in any case than five. Theyshall enter into articles of association, which shallspecify in general terms the object for which theassociation is formed, and may contain any otherprovisions, not inconsistent with law, which the

12 USCS § 21aBANKS AND BANKINGassociation may see fit to adopt for the regulation ofits business and the conduct of its affairs. Thesearticles shall be signed by the persons uniting toform the association, and a copy of them shall beforwarded to the Comptroller of the Currency, to befiled and preserved in his office.(R. S. § 5133.)§ 21a. Amendment of articles of associationExcept as otherwise specifically provided by law,or by the articles of association of the particularnational banking association, the articles of associ ation of a national banking association may beamended with respect to any lawful matter, and anyaction requiring the approval of the stockholders ofsuch association may be had by the approving vote ofthe holders of a majority of the voting shares of thestock of the association obtained at a meeting of thestockholders called and held pursuant to noticegiven by mail at least ten days prior to the meetingor pursuant to a waiver of such notice given by allstockholders entitled to receive notice of such meet ing. A certified copy of every amendment to thearticles of association adopted by the shareholders ofa national banking association shall be forwarded tothe Comptroller of the Currency, to be filed andpreserved in his office.(Sept. 8, 1959, P. L. 86-230, § 13, 73 Stat. 458.)§ 22. Organization certificateThe persons uniting to form such an associationshall, under their hands, make an organizationcertificate, 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 discountand deposit are to be carried on, designating theState, Territory, or district, and the particularcounty and city, town, or village.Third. The amount of capital stock and the num ber of shares into which the same is to be divided.Fourth. The names and places of residence of theshareholders and the number of shares held by eachof them.Fifth. The fact that the certificate is made toenable such persons to avail themselves of theadvantages of this Title.(R. S. § 5134; Sept. 8, 1959, P. L. 86-230, § 25, 73Stat. 466; Oct. 15, 1982, P. L. 97-320, Title IV, Part A,§ 405(b), 96 Stat. 1512.)§ 23. Acknowledgment and filing ofcertificateThe organization certificate shall be acknowl edged before a judge of some court of record, ornotary public; and shall be, together with the ac knowledgment thereof, authenticated by the seal ofsuch court, or notary, transmitted to the Comptrollerof the Currency, who shall record and carefullypreserve the same in his office.(R. S. § 5135.)4§ 24. Corporate powers of associationsUpon duly making and filing articles of associa tion and an organization certificate the [a nationalbanking] association shall become, as from the dateof the execution of its organization certificate, a bodycorporate, and as such, and in the name designatedin the organization certificate, it shall have power—First. To adopt and use a corporate seal.Second. To have succession from the date of theapproval of this Act [Feb. 25, 1927], or from the dateof its organization if organized after such date ofapproval [Feb. 25, 1927] until such time as it bedissolved by the act of its shareholders owningtwo-thirds of its stock, or until its franchise becomesforfeited by reason of violation of law, or untilterminated by either a general or a special Act ofCongress or until its affairs be placed in the hands ofa 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 naturalpersons.Fifth. To elect or appoint directors, and by itsboard of directors to appoint a president, vice pres ident, 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, andappoint others to fill their places.Sixth. To prescribe by its board of directors, by laws not inconsistent with law, regulating the man ner in which its stock shall be transferred, itsdirectors elected or appointed, its officers appointed,its property transferred, its general business con ducted, and the privileges granted to it by lawexercised and enjoyed.Seventh. To exercise by its board of directors orduly authorized officers or agents, subject to law, allsuch incidental powers as shall be necessary to carryon the business of banking; by discounting andnegotiating promissory notes, drafts, bills of ex change, and other evidences of debt; by receivingdeposits; by buying and selling exchange, coin, andbullion; by loaning money on personal sec