§ 35. — Organization of State banks as national banking associations.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC35]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER I--ORGANIZATION AND GENERAL PROVISIONS
Sec. 35. Organization of State banks as national banking
associations
Any bank incorporated by special law of any State or of the United
States or organized under the general laws of any State or of the United
States and having an unimpaired capital sufficient to entitle it to
become a national banking association under the provisions of the
existing laws may, by the vote of the shareholders owning not less than
51 per centum of the capital stock of such bank or banking association,
with the approval of the Comptroller of the Currency be converted into a
national banking association, with a name that contains the word
``national'': Provided, however, That said conversion shall not be in
contravention of the State law. In such case the articles of association
and organization certificate may be executed by a majority of the
directors of the bank or banking institution, and the certificate shall
declare that the owners of 51 per centum of the capital stock have
authorized the directors to make such certificate and to change or
convert the bank or banking institution into a national association. A
majority of the directors, after executing the articles of association
and the organization certificate, shall have power to execute all other
papers and to do whatever may be required to make its organization
perfect and complete as a national association. The shares of any such
bank may continue to be for the same amount each as they were before the
conversion, and the directors may continue to be directors of the
association until others are elected or appointed in accordance with the
provisions of the statutes of the United States. When the Comptroller
has given to such bank or banking association a certificate that the
provisions of this Act have been complied with, such bank or banking
association, and all its stockholders, officers, and employees shall
have the same powers and privileges and shall be subject to the same
duties, liabilities, and regulations, in all respects, as shall have
been prescribed by the Federal Reserve Act [12 U.S.C. 221 et seq.] and
the National Banking Act for associations originally organized as
national banking associations.
The Comptroller of the Currency may, in his discretion and subject
to such conditions as he may prescribe, permit such converting bank to
retain and carry at a value determined by the Comptroller such of the
assets of such converting bank as do not conform to the legal
requirements relative to assets acquired and held by national banking
associations.
(R.S. Sec. 5154; Dec. 23, 1913, ch. 6, Sec. 8, 38 Stat. 258; Aug. 23,
1935, ch. 614, title III, Sec. 312, 49 Stat. 711; Pub. L. 97-457,
Sec. 19(b), Jan. 12, 1983, 96 Stat. 2509.)
References in Text
This Act, referred to in first par., may refer to the Federal
Reserve Act, act Dec. 23, 1913, from which this wording is derived; or
section 5154 of the Revised Statutes which the Federal Reserve Act
amended; or act June 3, 1864, from which R.S. Sec. 5154 was derived; or
Congress might have intended to refer to the preceding provisions of the
1913 amendment. Similar reference in R.S. Sec. 5154 prior to 1913
amendment was to ``this Title,'' meaning title 62 of the Revised
Statutes, which title comprised the National Bank Act (June 3, 1864, ch.
106, 13 Stat. 99). See section 38 of this title. Note also specific
reference to the Federal Reserve Act and the National Banking Act in
first par.
The Federal Reserve Act, referred to in text, is act Dec. 23, 1913,
ch. 6, 38 Stat. 251, as amended, which is classified principally to
chapter 3 (Sec. 221 et seq.) of this title. For complete classification
of this Act to the Code, see References in Text note set out under
section 226 of this title and Tables.
The National Banking Act, referred to in text, is probably intended
to be a reference to the National Bank Act, act June 3, 1864, ch. 106,
13 Stat. 99, as amended, which is classified principally to chapter 2
(Sec. 21 et seq.) of this title. For complete classification of this Act
to the Code see References in Text note set out under section 38 of this
title.
Codification
R.S. Sec. 5154 derived from act June 3, 1864, ch. 106, Sec. 44, 13
Stat. 112, which was the National Bank Act. See section 38 of this
title.
Amendments
1983--Pub. L. 97-457 substituted ``with a name that contains the
word `national' '' for ``with any name approved by the Comptroller of
the Currency'' after ``national banking association,''.
1935--Act Aug. 23, 1935, added last par.
Exception as to Transfer of Functions
Functions vested by any provision of law in Comptroller 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.
