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12 U.S.C. § 61 — Shareholders’ voting rights; cumulative and distributive voting; preferred stock; trust shares; proxies, liability restrictions; percentage requirement exclusion of trust shares
Federal law — U.S. Code and appendices · legal_authorities
In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or, if so provided by the articles of association of the national bank, to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principle among as many candidates as he shall think fit; and in deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock held by him; except that (1) this shall not be construed as limiting the voting rights of holders of preferred stock under the terms and provisions of articles of association, or amendments thereto, adopted pursuant to the provisions of [section 51b of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section51b&num=0&edition=prelim); (2) in the election of directors, shares of its own stock held by a national bank as sole trustee, whether registered in its own name as such trustee or in the name of its nominee, shall not be voted by the registered owner unless under the terms of the trust the manner in which such shares shall be voted may be determined by a donor or beneficiary of the trust and unless such donor or beneficiary actually directs how such shares shall be voted; and (3) shares of its own stock held by a national bank and one or more persons as trustees may be voted by such other person or persons, as trustees, in the same manner as if he or they were the sole trustee. Shareholders may vote by proxies duly authorized in writing; but no officer, clerk, teller, or bookkeeper of such bank shall act as proxy; and no shareholder whose l
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Source file: Laws/federal/codes/united-states-code/title-12/section-61-shareholders-voting-rights-cumulative-and-distributive-voting-preferred--435cc46257.md
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Source location: Title 12, Chapter 2, § 61; chapter-002-national-banks.md
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In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or, if so provided by the articles of association of the national bank, to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principle among as many candidates as he shall think fit; and in deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock held by him; except that (1) this shall not be construed as limiting the voting rights of holders of preferred stock under the terms and provisions of articles of association, or amendments thereto, adopted pursuant to the provisions of [section 51b of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section51b&num=0&edition=prelim); (2) in the election of directors, shares of its own stock held by a national bank as sole trustee, whether registered in its own name as such trustee or in the name of its nominee, shall not be voted by the registered owner unless under the terms of the trust the manner in which such shares shall be voted may be determined by a donor or beneficiary of the trust and unless such donor or beneficiary actually directs how such shares shall be voted; and (3) shares of its own stock held by a national bank and one or more persons as trustees may be voted by such other person or persons, as trustees, in the same manner as if he or they were the sole trustee. Shareholders may vote by proxies duly authorized in writing; but no officer, clerk, teller, or bookkeeper of such bank shall act as proxy; and no shareholder whose liability is past due and unpaid shall be allowed to vote. Whenever shares of stock cannot be voted by reason of being held by the bank as sole trustee such shares shall be excluded in determining whether matters voted upon by the shareholders were adopted by the requisite percentage of shares.
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Federal law — U.S. Code and appendices · legal_authorities
The Act entitled “An Act to provide a national currency secured by a pledge of United States bonds, and to provide for the circulation and redemption thereof,” approved June 3, 1864, shall be known as “The National Bank Act.”
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Federal law — U.S. Code and appendices · legal_authorities
Whoever, being an officer, director, agent or employee of any Federal Reserve bank, member bank, depository institution holding company, national bank, insured bank, branch or agency of a foreign bank, or organization operating under section 25 or section 25(a) 11 See References in Text note below. of the Federal Reserve Act, without authority from the directors of such bank, branch, agency, or organization or company, issues or puts in circulation any notes of such bank, branch, agency, or organization or company; or
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Federal law — U.S. Code and appendices · legal_authorities
**(a)** Notwithstanding any other provision of law, whether relating to restriction upon the payment of dividends upon capital stock or otherwise, the holders of such preferred stock shall be entitled to receive such cumulative dividends and shall have such voting and conversion rights and such control of management, and such stock shall be subject to retirement in such manner and upon such conditions, as may be provided in the articles of association with the approval of the Comptroller of the Currency. The holders of such preferred stock shall not be held individually responsible as such holders for any debts, contracts, or engagements of such association, and shall not be liable for assessments to restore impairments in the capital of such association as now provided by law with reference to holders of common stock.
**(b)** No dividends shall be declared or paid on common stock until the cumulative dividends on the preferred stock shall have been paid in full; and, if the association is placed in voluntary liquidation or a conservator or a receiver is appointed therefor, no payments shall be made to the holders of the common stock until the holders of the preferred stock shall have been paid in full the par value of such stock plus all accumulated dividends.
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Federal law — U.S. Code and appendices · legal_authorities
Page 37
TITLE 12—BANKS AND BANKING
§ 61
of the bank for the preceding 2 years, minus the
sum of any transfers required by the Comp-
troller of the Currency and any transfers re-
quired to be made to a fund for the retirement
of any preferred stock, unless the Comptroller of
the Currency approves the declaration and pay-
ment of dividends in excess of such amount.
(R.S. § 5199; Aug. 23, 1935, ch. 614, title III, § 315,
49 Stat. 712; Pub. L. 86–230, § 21(a), Sept. 8, 1959,
73 Stat. 465; Pub. L. 103–325, title VI, § 602(h)(2),
Sept. 23, 1994, 108 Stat. 2294; Pub. L. 109–351, title
III, § 302(a), Oct. 13, 2006, 120 Stat. 1970.)
Editorial Notes
CODIFICATION
R.S. § 5199 derived from act June 3, 1864, ch. 106, § 33,
13 Stat. 109, which was the National Bank Act. See sec-
tion 38 of this title.
AMENDMENTS
2006—Pub. L. 109–351 amended section generally. Prior
to amendment, section related to periodic declarations
of dividends subject to certain surplus fund require-
ments and to the approval of the Comptroller of the
Currency in certain situations.
1994—Subsec. (a). Pub. L. 103–325, § 602(h)(2)(A), (B),
substituted ‘‘undivided profits of the association, sub-
ject to the limitations in subsection (b) of this sec-
tion,’’ for ‘‘net profits of the association’’ in first sen-
tence and ‘‘net income’’ for ‘‘net profits’’ wherever sub-
sequently appearing.
Subsec. (b). Pub. L. 103–325, § 602(h)(2)(B), substituted
‘‘net income’’ for ‘‘net profits’’ in two places.
Subsec. (c). Pub. L. 103–325, § 602(h)(2)(C), struck out
subsec. (c) which read as follows: ‘‘For the purpose of
this section the term ‘net profits’ shall mean the re-
mainder of all earnings from current operations plus
actual recoveries on loans and investments and other
assets, after deducting from
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