12 U.S.C. § 64a — Individual liability of shareholders; limita-

Page 38 TITLE 12—BANKS AND BANKING § 62 1 So in original. Probably should be ‘‘fails’’. 2 So in original. Probably should be ‘‘months’’. of the United States and payment of dividends to the affiliate; and last par. authorization for forfeiture of rights, privileges, and franchises of national banks. 1959—Subsec. (c). Pub. L. 86–114 authorized the Board to designate one of the chain of holding company affili- ates which would have to maintain the 12 percent re- serve and exempted the other holding company affili- ates from the requirement. 1954—Subsec. (d). Act Sept. 3, 1954, substituted ‘‘sec- tion 1005 of Title 18’’ for ‘‘section 592 of this title’’. 1935—Act Aug. 23, 1935, amended first par., first sen- tence of third par., and inserted ‘‘and the provisions of this subsection, instead of subsection (b), shall apply to all holding company affiliates with respect to any shares of bank stock owned or controlled by them as to which there is no statutory liability imposed upon the holders of such bank stock’’ at end of subsec. (c). 1933—Act June 16, 1933, inserted provisions for cumu- lative voting of shares or distribution of votes on a cu- mulative voting principle, prohibited national banks holding their own shares as sole trustee from voting such shares but permitted such shares to be voted when held by another person or persons as trustees with the bank, denied voting rights to shares controlled by a holding company affiliate of a national bank unless a voting permit was first obtained, provided for applica- tion for a voting permit to the Federal Reserve Board, specified conditions for granting the voting permit and procedure for its revocation, and authorized the for- feiture of a National Bank’s rights, privileges, and fran- chises upon such revocation. § 62. List of shareholders The president and cashier of every national banking association shall cause to be kept at all times a full and correct list of the names and residences of all the shareholders in the associa- tion, and the number of shares held by each, in the office where its business is transacted. Such list shall be subject to the inspection of all the shareholders and creditors of the association, and the officers authorized to assess taxes under State authority, during business hours of each day in which business may be legally trans- acted. A copy of such list, verified by the oath of such president or cashier, shall be trans- mitted to the Comptroller of the Currency with- in ten days of any demand therefor made by him. (R.S. § 5210; May 18, 1953, ch. 59, § 1, 67 Stat. 27.) Editorial Notes CODIFICATION R.S. § 5210 derived from act June 3, 1864, ch. 106, § 40, 13 Stat. 111, which was the National Bank Act. See sec- tion 38 of this title. AMENDMENTS 1953—Act May 18, 1953, changed the requirement for annual transmission of a copy of the shareholders list to the Comptroller of the Currency by authorizing the Comptroller to acquire such copy at any time on 10 days’ notice. Statutory Notes and Related Subsidiaries APPLICATION TO DISTRICT OF COLUMBIA Provisions of this section were made applicable to banks, etc., in the District of Columbia by act Mar. 4, 1933, ch. 274, § 4, 47 Stat. 1567. 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. §§ 63, 64. Repealed. Pub. L. 86–230, § 7, Sept. 8, 1959, 73 Stat. 457 Section 63, R.S. § 5151, related to individual liability of shareholders. Section 64, act Dec. 23, 1913, ch. 6, § 23, 38 Stat. 273, re- lated to transfer of shares as affecting individual liabil- ity of shareholders. Limitation on liability of share- holders, see section 64a of this title. The status of former section 63 of this title had been doubtful. At different times it had been held to have been repealed, superseded, and superseded only in part by former section 64 of this title which related to the same subject. See American T. Co. v. Grut, C.C.A. 1935, 80 F.2d 155; Miller v. Hamner, C.C.A. 1920, 269 F. 891; and First Nat. Bank v. First Nat. Bank, D.C. 1926, 14 F.2d 129. § 64a. Individual liability of shareholders; limita- tion on liability The additional liability imposed upon share- holders in national banking associations by the provisions of sections 63 and 64 of this title shall not apply with respect to shares in any such as- sociation issued after June 16, 1933. Such addi- tional liability shall cease on July 1, 1937, with respect to all shares issued by any association which shall be transacting the business of bank- ing on July 1, 1937: Provided, That not less than six months prior to such date, such association shall have caused notice of such prospective ter- mination of liability to be published in a news- paper published in the city, town, or county in which such association is located, and if no newspaper is published in such city, town, or county, then in a newspaper of general circula- tion therein. If the association fail 1 to give such notice as and when above provided, a termi- nation of such additional liability may there- after be accomplished as of the date six month 2 subsequent to publication, in the manner above provided. In the case of each association which has not caused notice of such prospective termi- nation of liability to be published prior to May 18, 1953, the Comptroller of the Currency shall cause such notice to be published in the manner provided in this section, and on the date six months subsequent to such publication by the Comptroller of the Currency such additional li- ability shall cease. (June 16, 1933, ch. 89, § 22, 48 Stat. 189; Aug. 23, 1935, ch. 614, title III, § 304, 49 Stat. 708; May 18, 1953, ch. 59, § 2, 67 Stat. 27.) Editorial Notes REFERENCES IN TEXT Sections 63 and 64 of this title, referred to in text, were repealed by Pub. L. 86–230, § 7, Sept. 8, 1959, 73 Stat. 457. AMENDMENTS 1953—Act May 18, 1953, provided for termination of the additional liability, referred to in the section, by action of the Comptroller of the Currency with regard to those associations which had not, prior to May 18, 1953, caused notice of termination to be published. 1935—Act Aug. 23, 1935, added second and third sen- tences. Page 39 TITLE 12—BANKS AND BANKING § 71a 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. § 65. Repealed. Pub. L. 86–230, § 8, Sept. 8, 1959, 73 Stat. 457 Section, acts June 30, 1876, ch. 156, § 2, 19 Stat. 63; Sept. 3, 1954, ch. 1263, § 22, 68 Stat. 1234, related to en- forcement of shareholders’ individual liability by credi- tors on liquidation. Limitation on liability of share- holders, see section 64a of this title. § 66. Personal liability of representatives of stockholders Persons holding stock as executors, adminis- trators, guardians, or trustees, shall not be per- sonally subject to any liabilities as stock- holders; but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward, or person interested in such trust funds would be, if living and competent to act and hold the stock in his own name. (R.S. § 5152.) Editorial Notes CODIFICATION R.S. § 5152 derived from act June 3, 1864, ch. 106, § 63, 13 Stat. 118, which was the National Bank Act. See sec- tion 38 of this title. § 67. Individual liability of shareholders; com- promises; authority of receiver Any receiver of a national banking association is authorized, with the approval of the Comp- troller of the Currency and upon the order of a court of record of competent jurisdiction, to compromise, either before or after judgment, the individual liability of any shareholder of such association. (Feb. 25, 1930, ch. 58, 46 Stat. 74.) Statutory Notes and Related Subsidiaries APPLICATION TO DISTRICT OF COLUMBIA Provisions of this section were made applicable to banks, etc., in the District of Columbia by act Mar. 4, 1933, ch. 274, § 4, 47 Stat. 1567. 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 to Secretary of the Treasury, see note set out under section 1 of this title. SUBCHAPTER III—DIRECTORS § 71. Election The affairs of each association shall be man- aged by not less than five directors, who shall be elected by the shareholders at a meeting to be held at any time before the association is au- thorized by the Comptroller of the Currency to commence the business of banking; and after- ward at meetings to be held on such day of each year as is specified therefor in the bylaws. The directors shall hold office for a period of not more than 3 years, and until their successors are elected and have qualified. In accordance with regulations issued by the Comptroller of the Currency, a national bank may adopt bylaws that provide for staggering the terms of its di- rectors. (R.S. § 5145; Pub. L. 88–232, § 1, Dec. 23, 1963, 77 Stat. 472; Pub. L. 106–569, title XII, § 1205(a), Dec. 27, 2000, 114 Stat. 3033.) Editorial Notes CODIFICATION R.S. § 5145 derived from act June 3, 1864, ch. 106, §§ 9, 10, 13 Stat. 102, which was the National Bank Act. See section 38 of this title. AMENDMENTS 2000—Pub. L. 106–569 substituted ‘‘for a period of not more than 3 years’’ for ‘‘for one year’’ and inserted at end ‘‘In accordance with regulations issued by the Comptroller of the Currency, a national bank may adopt bylaws that provide for staggering the terms of its directors.’’ 1963—Pub. L. 88–232 substituted ‘‘on such day of each year as is specified therefor in the bylaws’’ for ‘‘on such day in January of each year as is specified therefor in the articles of association’’. 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. § 71a. Number of directors; penalties After one year from June 16, 1933, notwith- standing any other provision of law, the board of directors, board of trustees, or other similar governing body of every national banking asso- ciation and of every State bank or trust com- pany which is a member of the Federal Reserve System shall consist of not less than five nor more than twenty-five members, except that the Comptroller of the Currency may, by regulation or order, exempt a national bank from the 25- member limit established by this section. If any national banking association violates the provi- sions of this section and continues such viola- tion after thirty days’ notice from the Comp- troller of the Currency, the said Comptroller may appoint a receiver or conservator therefor, in accordance with the provisions of existing law. If any State bank or trust company which is a member of the Federal Reserve System vio- lates the provisions of this section and con- tinues such violation after thirty days’ notice from the Board of Governors of the Federal Re- serve System, it shall be subject to the for- feiture of its membership in the Federal Reserve System in accordance with the provisions of sec- tion 327 of this title. (June 16, 1933, ch. 89, § 31, 48 Stat. 194; June 16, 1934, ch. 546, § 4, 48 Stat. 971; Aug. 23, 1935, ch. 614, title II, § 203(a), title III, § 306, 49 Stat. 704, 708; Pub. L. 106–569, title XII, § 1205(b), Dec. 27, 2000, 114 Stat. 3034.)