12 U.S.C. § 197 — Shareholders’ meeting; continuance of re-

Page 65 TITLE 12—BANKS AND BANKING § 197 AMENDMENTS 1994—Pub. L. 103–325 struck out ‘‘has refused to pay its circulating notes as therein mentioned, and’’ before ‘‘is in default’’. 1959—Pub. L. 86–230 struck out provisions which re- quired receiver to enforce the personal liability of shareholders. 1935—Act Aug. 23, 1935, inserted second proviso in sec- ond par. 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. INTEREST ON DEPOSITS So much of existing law requiring the payment of in- terest with respect to any funds deposited by the United States or by any public instrumentality, agen- cy, or officer thereof, as is inconsistent with former section 371a, sections 371b, 374, 374a, and 461, former sec- tions 462 to 465, and section 466 of this title, repealed, see former section 371a of this title. Executive Documents TRANSFER OF FUNCTIONS For transfer of functions to Secretary of the Treas- ury, see note set out under section 55 of this title. § 193. Notice to present claims The Comptroller shall, upon appointing a re- ceiver, cause notice to be given, by advertise- ment in such newspapers as he may direct, for three consecutive months, calling on all persons who may have claims against such association to present the same, and to make legal proof thereof. (R.S. § 5235.) Editorial Notes CODIFICATION R.S. § 5235 derived from act June 3, 1864, ch. 106, § 50, 13 Stat. 114, which was part of the National Bank Act. See section 38 of this title. 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. § 194. Dividends on adjusted claims; distribution of assets From time to time, the comptroller shall make a ratable dividend of the money so paid over to him by such receiver on all such claims as may have been proved to his satisfaction or adjudicated in a court of competent jurisdiction, and, as the proceeds of the assets of such asso- ciation are paid over to him, shall make further dividends on all claims previously proved or ad- judicated; and the remainder of the proceeds, if any, shall be paid over to the shareholders of such association, or their legal representatives, in proportion to the stock by them respectively held. (R.S. § 5236; Pub. L. 103–325, title VI, § 602(g)(12), Sept. 23, 1994, 108 Stat. 2294.) Editorial Notes CODIFICATION R.S. § 5236 derived from act June 3, 1864, ch. 106, § 50, 13 Stat. 114, which was the National Bank Act. See sec- tion 38 of this title. AMENDMENTS 1994—Pub. L. 103–325 struck out ‘‘, after full provision has been first made for refunding to the United States any deficiency in redeeming the notes of such associa- tion’’ after ‘‘From time to time’’. 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. § 195. Repealed. Pub. L. 103–325, title VI, § 602(e)(36), Sept. 23, 1994, 108 Stat. 2292 Section, R.S. § 5237; Mar. 3, 1911, ch. 231, § 289, 36 Stat. 1167, related to injunction by bank denying failure to redeem notes. § 196. Expenses All expenses of any preliminary or other ex- aminations into the condition of any association shall be paid by such association. All expenses of any receivership shall be paid out of the assets of such association before distribution of the proceeds thereof. (R.S. § 5238; Pub. L. 103–325, title VI, § 602(g)(13), Sept. 23, 1994, 108 Stat. 2294.) Editorial Notes CODIFICATION R.S. § 5238 derived from act June 3, 1864, ch. 106, § 51, 13 Stat. 115, which was the National Bank Act. See sec- tion 38 of this title. AMENDMENTS 1994—Pub. L. 103–325 struck out at beginning ‘‘All fees for protesting the notes issued by any national banking association shall be paid by the person procuring the protest to be made, and such association shall be liable therefor; but no part of the bonds deposited by such as- sociation shall be applied to the payment of such fees.’’ § 197. Shareholders’ meeting; continuance of re- ceivership; appointment of agent; winding up business; distribution of assets (a) Whenever any national banking associa- tion shall have been or shall be placed in the Page 66 TITLE 12—BANKS AND BANKING § 197 hands of a receiver, as provided in section fifty- two hundred and thirty-four [12 U.S.C. 192] and other sections of the Revised Statutes of the United States and section 1821(c) of this title, and when, as provided in section 194 of this title, there has been paid to each and every creditor of such association whose claim or claims as such creditor shall have been proved or allowed as therein prescribed, the full amount of such claims, and all expenses of the receivership, the Comptroller of the Currency or the Federal De- posit Insurance Corporation, where that Cor- poration has been appointed receiver of the bank, shall call a meeting of the shareholders of the association by giving notice thereof for thir- ty days in a newspaper published in the town, city, or county where the business of the asso- ciation was carried on, or if no newspaper is there published, in the newspaper published nearest thereto. At such meeting the share- holders shall determine whether the receiver shall be continued and shall wind up the affairs of the association, or whether an agent shall be elected for that purpose, and in so determining the shareholders shall vote by ballot, in person or by proxy, each share of stock entitling the holder to one vote, and the majority of the stock in number of shares shall be necessary to determine whether the receiver shall be contin- ued, or whether an agent shall be elected. In case such majority shall determine that the re- ceiver shall be continued, the receiver shall thereupon proceed with the execution of the trust, and shall sell, dispose of, or otherwise col- lect the assets of the association, and shall pos- sess all the powers and authority, and be subject to all the duties and liabilities originally con- ferred or imposed upon such receiver so far as they remain applicable. In case such meeting shall, by the vote of a majority of the stock in number of shares, determine that an agent shall be elected, the meeting shall thereupon proceed to elect an agent, voting by ballot, in person or by proxy, each share of stock entitling the hold- er to one vote, and the person who shall receive votes representing at least a majority of stock in number of shares shall be declared the agent for the purposes hereinafter provided; and when such agent shall have executed a bond to the shareholders conditioned for the payment and discharge in full or, to the extent possible from the remaining assets of the association, of each and every claim that may thereafter be proved and allowed by and before a competent court and for the faithful performance of his duties, in the penalty fixed by the shareholders at such meeting, with a surety or sureties to be ap- proved by the district court of the United States for the district where the business of the asso- ciation was carried on, and shall have filed such bond in the office of the clerk of such court, the Comptroller and the receiver, or the Federal De- posit Insurance Corporation, where that Cor- poration has been appointed receiver of the bank, shall thereupon transfer and deliver to such agent all the uncollected or other assets of the association then remaining in the hands or subject to the order and control of the Comp- troller and such receiver, or either of them, or the Federal Deposit Insurance Corporation; and for this purpose the Comptroller and such re- ceiver, or the Federal Deposit Insurance Cor- poration, as the case may be, are severally em- powered and directed to execute any deed, as- signment, transfer, or other instrument in writ- ing that may be necessary and proper; and upon the execution and delivery of such instrument to such agent the Comptroller and such receiver or the Federal Deposit Insurance Corporation shall by virtue of this Act be discharged from any and all liabilities to the association and to each and all the creditors and shareholders thereof. (b) Upon receiving such deed, assignment, transfer, or other instrument the person elected such agent shall hold, control, and dispose of the assets and property of the association which he may receive under the terms hereof for the ben- efit of the shareholders of the association, and he may in his own name, or in the name of the association, sue and be sued and do all other lawful acts and things necessary to finally settle and distribute the assets and property in his hands, and may sell, compromise, or compound the debts due to the association, with the con- sent and approval of the district court of the United States for the district where the business of the association was carried on, and shall at the conclusion of his trust render to such dis- trict court a full account of all his proceedings, receipts, and expenditures as such agent, which court shall, upon due notice, settle and adjust such accounts and discharge such agent and sureties upon such bond. In case any such agent so elected shall die, resign, or be removed, any shareholder may call a meeting of the share- holders of the association in the town, city, or village where the business of the association was carried on, by giving notice thereof for thirty days in a newspaper published in such town, city, or village, or if no newspaper is there pub- lished, in the newspaper published nearest there- to, at which meeting the shareholders shall elect an agent, voting by ballot, in person or by proxy, each share of stock entitling the holder to one vote, and when such agent shall have re- ceived votes representing at least a majority of the stock in number of shares, and shall have ex- ecuted a bond to the shareholders conditioned for the payment and discharge in full or, to the extent possible from the remaining assets of the association, of each and every claim that may thereafter be proved and allowed by and before a competent court and for the faithful perform- ance of his duties, in the penalty fixed by the shareholders at such meeting, with a surety or sureties, to be approved by such court, and file such bond in the office of the clerk of that court, he shall have all the rights, powers, and duties of the agent first elected as hereinbefore provided. At any meeting held as hereinbefore provided administrators or executors of de- ceased shareholders may act and sign as the de- cedent might have done if living, and guardians of minors and trustees of other persons may so act and sign for their ward or wards or cestui que trust. The proceeds of the assets or property of any such association which may be undistrib- uted at the time of such meeting or may be sub- sequently received shall be distributed as fol- lows: First. To pay the expenses of the execution of the trust to the date of such payment. Page 67 TITLE 12—BANKS AND BANKING § 198 Second. To repay any amount or amounts which have been paid in by any shareholder or shareholders of the association upon and by reason of any and all assessments made upon the stock of the association by order of the Comptroller of the Currency in accordance with the provisions of the statutes of the United States. Third. To pay the balance ratably among such stockholders, in proportion to the num- ber of shares held and owned by each. Such distribution shall be made from time to time as the proceeds shall be received and as shall be deemed advisable by the Comptroller of the Currency, or the Federal Deposit Insurance Corporation if continued as receiver of the bank under subsection (a) of this section, or such agent, as the case may be. (June 30, 1876, ch. 156, § 3, 19 Stat. 63; Aug. 3, 1892, ch. 360, 27 Stat. 345; Mar. 2, 1897, ch. 354, 29 Stat. 600; Mar. 3, 1911, ch. 231, § 291, 36 Stat. 1167; Pub. L. 86–230, § 18, Sept. 8, 1959, 73 Stat. 458.) Editorial Notes REFERENCES IN TEXT Section fifty-two hundred and thirty-four and other sections of the Revised Statutes of the United States, referred to in subsec. (a), are classified to section 192 of this title and other sections of the Code. See Tables. This Act, referred to in subsec. (a), is act June 30, 1876, ch. 156, 19 Stat. 63, sections 1 to 4 of which are classified as a note under section 191 of this title and to section 191 of this title, this section, and section 55 of this title, respectively. Section 5 of the Act, which was classified to section 424 of former Title 31, was re- pealed and reenacted as section 5153 of Title 31, Money and Finance, by Pub. L. 97–258, Sept. 13, 1982, 96 Stat. 877. AMENDMENTS 1959—Subsec. (a). Pub. L. 86–230 designated former first par., less last sentence, as subsec. (a), and incor- porated references to Federal Deposit Insurance Cor- poration respecting receiverships under section 1821(c) of this title, convocation of shareholders, transfer of assets, execution of instruments and discharge from li- ability, omitted provision for deposit of money with the Treasurer of the United States for the redemption of the circulating notes of the association, and for the value of shares as a test to determine whether a major- ity vote has been cast in a stockholders’ meeting, re- quired the windup agent to file a bond to the share- holders in an amount satisfactory to them with sure- ties approved by appropriate district court instead of a bond from the shareholders satisfactory to the Comp- troller and to condition the bond to payment of proved claims to the extent possible from the remaining in- stead of payment of the claims in full, only. Subsec. (b). Pub. L. 86–230 designated former last sen- tence of first par. and second par., as subsec. (b), and omitted provisions which related to refusal of agent to serve as a ground for the calling of an election of an- other agent, to the value of shares as a test to deter- mine whether a majority vote has been cast in a stock- holders’ meeting, required the bond of the windup agent to be conditioned for payment of proved claims to the extent possible from the remaining assets in- stead of payment of the claims in full, only, and pro- vided for the distribution of the balance as shall be deemed advisable by the Federal Deposit Insurance Corporation. Statutory Notes and Related Subsidiaries TRANSFER OF FUNCTIONS Act Mar. 3, 1911, conferred upon the district courts all powers formerly vested in the former circuit courts. 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 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 Exception as to Transfer of Functions note set out under section 1 of this title. § 197a. Resumption of business by closed bank on consent of depositors In any case in which, in the opinion of the Comptroller of the Currency, it would be to the advantage of the depositors and unsecured credi- tors of any national banking association whose business has been closed, for such association to resume business upon the retention by the asso- ciation, for a reasonable period to be prescribed by the Comptroller, of all or any part of its de- posits, the Comptroller is authorized, in his dis- cretion, to permit the association to resume business if depositors and unsecured creditors of the association representing at least 75 per cen- tum of its total deposit and unsecured credit li- abilities consent in writing to such retention of deposits. Nothing in this section shall be con- strued to affect in any manner any powers of the Comptroller under the provisions of law in force on June 16, 1933, with respect to the reorganiza- tion of national banking associations. (June 16, 1933, ch. 89, § 29, 48 Stat. 193.) 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. § 198. Purchase by receiver of property of bank; request to Comptroller Whenever the receiver of any national bank duly appointed by the Comptroller of the Cur- rency, and who shall have duly qualified and en- tered upon the discharge of his trust, shall find it in his opinion necessary, in order to fully pro- tect and benefit his said trust, to the extent of any and all equities that such trust may have in any property, real or personal, by reason of any bond, mortgage, assignment, or other proper legal claim attaching thereto, and which said property is to be sold under any execution, de- cree of foreclosure, or proper order of any court of jurisdiction, he may certify the facts in the case, together with his opinion as to the value of the property to be sold, and the value of the eq- uity his said trust may have in the same, to the Comptroller of the Currency, together with a re- quest for the right and authority to use and em- ploy so much of the money of said trust as may be necessary to purchase such property at such sale. (Mar. 29, 1886, ch. 28, § 1, 24 Stat. 8.)