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12 U.S.C. § 51b — Dividends, voting, and retirement of preferred stock; individual liability
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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Source file: Laws/federal/codes/united-states-code/title-12/section-51b-dividends-voting-and-retirement-of-preferred-stock-individual-liability--fd9fd6ec2f.md
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Source location: Title 12, Chapter 2, § 51b; chapter-002-national-banks.md
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**(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
**(a) Office of the Comptroller of the Currency established** There is established in the Department of the Treasury a bureau to be known as the “Office of the Comptroller of the Currency” which is charged with assuring the safety and soundness of, and compliance with laws and regulations, fair access to financial services, and fair treatment of customers by, the institutions and other persons subject to its jurisdiction.
**(b) Comptroller of the Currency**
(1) **In general** — The chief officer of the Office of the Comptroller of the Currency shall be known as the Comptroller of the Currency. The Comptroller of the Currency shall perform the duties of the Comptroller of the Currency under the general direction of the Secretary of the Treasury. The Secretary of the Treasury may not delay or prevent the issuance of any rule or the promulgation of any regulation by the Comptroller of the Currency, and may not intervene in any matter or proceeding before the Comptroller of the Currency (including agency enforcement actions), unless otherwise specifically provided by law.
(2) **Additional authority** — The Comptroller of the Currency shall have the same authority with respect to functions transferred to the Comptroller of the Currency under the Enhancing Financial Institution Safety and Soundness Act of 2010 as was vested in the Director of the Office of Thrift Supervision on the transfer date, as defined in section 311 of that Act [[12 U.S.C. 5411](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section5411&num=0&edition=prelim)].
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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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Federal law — U.S. Code and appendices · legal_authorities
Page 33
TITLE 12—BANKS AND BANKING
§ 51b–1
which certificate shall be deemed to be conclu-
sive evidence that such preferred stock has been
duly and validly issued.
(Mar. 9, 1933, ch. 1, title III, § 301, 48 Stat. 5; June
15, 1933, ch. 79, 48 Stat. 147; Aug. 23, 1935, ch. 614,
title III, § 336, 49 Stat. 720; Pub. L. 86–507, § 1(9),
June 11, 1960, 74 Stat. 200.)
Editorial Notes
AMENDMENTS
1960—Pub. L. 86–507 inserted ‘‘or by certified mail’’
after ‘‘registered mail’’.
1935—Act Aug. 23, 1935, amended last sentence gen-
erally.
1933—Act June 15, 1933, struck out all of former sec-
tion and inserted a new section which incorporated all
former provisions and inserted ‘‘of one or more class-
es,’’ in first sentence.
Executive Documents
EXCEPTION AS TO TRANSFER OF FUNCTIONS
Functions vested by any provision of law in Comp-
troller of the Currency, referred to in this section, not
included in transfer of functions to Secretary of the
Treasury, see note set out under section 1 of this title.
§ 51b. Dividends, voting, and retirement of pre-
ferred stock; individual liability
(a) Notwithstanding any other provision of
law, whether relating to restriction upon the
payment of dividends upon capital stock or oth-
erwise, 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 individ-
ually responsible as such holders for any debts,
contracts, or engagements of such association,
and shall not be liabl
Source: Supplied 2024 U.S. Code historical extraction · 12 U.S.C. § 51b
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