NATIONAL BANKING UNDER THE FEDERAL RESERVE SYSTEM
they shall judge expedient; but each corporation shall, before the declaration of a
dividend, carry one-tenth of its net profits of the preceding half year to its surplus fund
until the same shall amount to 20 per centum of its capital stock.
Any corporation organized under the provisions of this section shall be subject to
tax by the State within which its home office is located in the same manner and to the
same extent as other corporations organized under the laws of that State which are
transacting a similar character of business. The shares of stock in such corporation shall
also be subject to tax as the personal property of the owners or holders thereof in the
same manner and to the same extent as the shares of stock in similar State corporations.
Any corporation organized under the provisions of this section may at any time
within the two years next previous to the date of the expiration of its corporate exis-
tence, by a vote of the shareholders owning two-thirds of its stock, apply to the Federal
Reserve Board for its approval to extend the period of its corporate existence for a
term of not more than twenty years, and upon certified approval of the Federal Reserve
Board such corporation shall have its corporate existence for such extended period un-
less sooner dissolved by the act of the shareholders owning two-thirds of its stock, or
by an Act of Congress or unless its franchise becomes forfeited by some violation of law.
Any bank or banking institution, principally engaged in foreign business, incor-
porated 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 corporation under the provisions of this section may,
by the vote of the shareholders owning not less than two-thirds of the capital stock of
such bank or banking association, with the approval of the Federal Reserve Board, be
converted into a Federal corporation of the kind authorized by this section with any
name approved by the Federal Reserve Board: Provided, however, That said conver-
sion shall not be in contravention of the State law. In such case the articles of associa-
tion 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 at
least two-thirds of the capital stock have authorized the directors to make such cer-
tificate and to change or convert the bank or banking institution into a Federal corpora-
tion. 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 what-
ever may be required to make its organization perfect and complete as a Federal cor-
poration. The shares of any such corporation 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 corporation until others are elected or appointed in accordance with the pro-
visions of this section. When the Federal Reserve Board has given to such corporation
a certificate that the provisions of this section have been complied with, such corpora-
tion 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 this section for corporations originally organ-
ized hereunder.
Every officer, director, clerk, employee, or agent of any corporation organized under
this section who embezzles, abstracts, or willfully misapplies any of the moneys, funds,
credits, securities, evidences of indebtedness or assets of any character of such corpora-
tion; or who, without authority from the directors, issues or puts forth any certificate
[
146 1
