SUCCESSION OF A STATE BANK BY A NATIONAL BANK 
the capital stock of the bank, authorizing the directors to convert the 
bank into a national association, as provided for in Sec. 5154, United 
States Revised Statutes, and acts amendatory thereof. The directors, 
or a majority of them, must be authorized also to execute Articles of 
Association, Organization Certificate, all other necessary papers, and 
to perform all the necessary acts required in the process of conversion. 
Forms for the Articles of Association, the Organization Certificate, 
and the Certificate of Payment of Capital, are furnished by the 
Comptroller, and the procedure is the same as that outlined under 
these heads in the preceding chapter (see pages 25, 26, 27, 28, 29). 
Since the directors of every national bank must number at least 
five, if the board of a converting state bank is composed of less than 
that number, an increase must be effected under the laws of the state, 
prior to the execution of any conversion papers other than the appli- 
cation. Duly qualified directors of a state bank may continue as 
directors of a national bank, regardless of the number of shares owned 
by each, until the first annual election is held. Then, to be eligible 
for re-election, each must own the number of shares required by the 
National Bank Act (see “Directors,” page 27). Oaths as directors of 
a national bank must be taken. 
It has been held by the Solicitor of the Treasury that a trust com- 
pany organized under state laws may convert into a national bank, 
providing it complies with all conditions of the law, divesting itself of 
all trust except such as the Federal Reserve Board may authorize it 
to retain under the Federal Reserve Act. 
It is now possible for a state bank to consolidate directly with a 
national bank without first becoming itself a national bank either by 
reorganization or conversion (see page 38). 
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