§ 61. Shareholders’ voting rights; cumulative and distributive voting; preferred stock; trust shares; proxies, liability restrictions; percentage requirement exclusion of trust shares

Legislative history

Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.

1. undated

   R.S. § 5144

   Enacted · 12 U.S.C. § 61

   R.S. § 5144

   Unresolved: No Public Law or Statutes at Large citation in the Code source.

   Source evidence

   Code source credit
   R.S. § 5144

2. 1954

   Public Law not identified

   Substituted · 12 U.S.C. § 61(d)

   Subsec. (d). Act Sept. 3, 1954, substituted “section 1005 of Title 18” for “section 592 of this title”

   Unresolved: No Public Law or Statutes at Large citation in the Code source.

   Source evidence

   Code amendment note
   Subsec. (d). Act Sept. 3, 1954, substituted “section 1005 of Title 18” for “section 592 of this title”.

3. 1959

   Pub. L. 86–114 § 4 · 73 Stat. 263

   Amended · 12 U.S.C. § 61(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

   Source evidence

   Code amendment note
   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.

   Enacted provision · exact public law section
   Sec. 4. Paragraph (c) of section 5144 of the Revised Statutes Holding Company affiliates. 48 Stat. 186. (12 U.S.C. 61 (c)) is amended by inserting before the semicolon at the end thereof a period and the following: “In any case in which there is more than one holding company affiliate with respect to the same bank or group of banks the establishment and maintenance of the reserve of readily marketable assets required by this paragraph by only one of such holding company affiliates, designated by the Board under such conditions as the Board may prescribe, shall constitute compliance with such reserve requirement: Provided, That all of the stock of the banks affiliated with such holding company affiliates which is directly or indirectly owned or controlled by them shall be owned or controlled, directly or indirectly, by the one so designated by the Board. This proviso shall not be interpreted as authorizing the Board to require any such designated company to own such stock directly ”.

4. 1966

   Pub. L. 89–485 § 13(c) · 80 Stat. 236

   Struck · 12 U.S.C. § 61

   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

   Source evidence

   Code amendment note
   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.

   Enacted provision · exact public law section
   (c) Section 5144 of the Revised Statutes, as amended (12 U.S.C. 61), is amended to read as follows: “Sec. 5144. 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 302(a) of the Emergency Banking and 48 Stat. 148. 12 USC 51b. Bank Conservation Act, approved March 9, 1933, as amended; (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 snares.”

5. 2006

   Pub. L. 109–351 title III § 301 · 120 Stat. 1966

   1. Substituted · 12 U.S.C. § 61

      Pub. L. 109–351 substituted “or, if so provided by the articles of association of the national bank, to cumulate” for “or to cumulate”

   2. Struck · 12 U.S.C. § 61

      Pub. L. 109–351 struck out comma after “his shares shall equal”

   Source evidence

   Code amendment note
   Pub. L. 109–351 substituted “or, if so provided by the articles of association of the national bank, to cumulate” for “or to cumulate” and struck out comma after “his shares shall equal”.

   Enacted provision · exact public law section
   SEC. 301. VOTING IN SHAREHOLDER ELECTIONS.   Section 5144 of the Revised Statutes of the United States (12 U.S.C. 61) is amended— (1) by striking “or to cumulate” and inserting “or, if so provided by the articles of association of the national bank, to cumulate”; and (2) by striking the comma after “his shares shall equal”.

4 of 6 references resolved to an enrolled provision · 2 unresolved