§ 61. — Shareholders' voting rights; cumulative and distributive voting; preferred stock; trust shares; proxies, liability restrictions; percentage requirement exclusion of trust shares.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC61]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER II--CAPITAL, STOCK, AND STOCKHOLDERS
Sec. 61. Shareholders' voting rights; cumulative and
distributive voting; preferred stock; trust shares; proxies,
liability restrictions; percentage requirement exclusion of
trust shares
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 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; (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.
(R.S. Sec. 5144; June 16, 1933, ch. 89, Sec. 19, 48 Stat. 186; Aug. 23,
1935, ch. 614, title III, Sec. 311, 49 Stat. 710; Sept. 3, 1954, ch.
1263, Sec. 21, 68 Stat. 1234; Pub. L. 86-114, Sec. 4, July 28, 1959, 73
Stat. 264; Pub. L. 89-485, Sec. 13(c), July 1, 1966, 80 Stat. 242.)
Codification
R.S. Sec. 5144 derived from act June 3, 1864, ch. 106, Sec. 11, 13
Stat. 102, which was the National Bank Act. See section 38 of this
title.
Amendments
1966--Pub. L. 89-485 struck out: clause (4) requirement of a voting
permit from the Board for voting shares controlled by a holding company
affiliate of a national bank except when voting in favor of voluntary
liquidation of an association; second par. definition of control of
shares by a holding company affiliate; third par, prescribing procedure
for obtaining a voting permit: application to Board, grant or denial of
permit in the public interest, factors for consideration, and conditions
described in subsecs. (a) to (e) for granting a permit; subsec. (a)
requirement of agreement of the holding company affiliate to an
examination of the affiliate by bank examiners, reports by such
examiners, examination of affiliated banks, and publication of
individual or consolidated statements of condition of such banks;
subsec. (b) provisions for possession of readily marketable assets other
than bank stock and reinvestment of a prescribed amount of net earnings
in such assets; subsec. (c) provisions for reserve of assets, use of
assets for capital replacement, and situations involving more than one
holding company affiliate; subsec. (d) provisions for penalties for
false entries; subsec. (e) requirements for disclosure in application of
a absence of securities company status and for declaration of dividends
out of net earnings; penultimate par. prescribing procedure for
revocation of voting permit and prohibiting the use of the bank as a
depositary for public moneys 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 affiliates which would have to
maintain the 12 percent reserve and exempted the other holding company
affiliates from the requirement.
1954--Subsec. (d). Act Sept. 3, 1954, substituted ``section 1005 of
Title 18'' for ``section 592 of this title''.
1935--Act Aug. 23, 1935, amended first par., first sentence 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 cumulative voting
of shares or distribution of votes on a cumulative 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 application
for a voting permit to the Federal Reserve Board, specified conditions
for granting the voting permit and procedure for its revocation, and
authorized the forfeiture of a National Bank's rights, privileges, and
franchises upon such revocation.
Section Referred to in Other Sections
This section is referred to in title 26 section 601.
