SHAREHOLDERS
(See “Organization,” pages 23-36; “Changes in Capital,” pages 44-47; ** Liquidation,”
pages 48-49; “Corporate Existence,” pages 54-55
Meetings—The annual meeting to elect directors is held “on such
day in January of each year” as is specified in the Articles of Asso-
ciation. The law makes no provision as to notice of the annual
meeting, but unless the time is definitely fixed in the Articles or
By-laws of the bank, it seems that owners of the stock are entitled
to the usual 30 days’ notice.
For all special meetings, notice should be given as provided for in
the Articles, or, in the absence of such provision, 30 days in advance.
Votes—E ach shareholder is entitled to one vote on each share of
stock. No shareholder whose liability for stock subscription is unpaid
and past due is allowed to vote. Cumulative voting is not allowed.
For example, if 5 directors are to be elected, the owner of 20 shares
could not cast 100 votes in favor of one person, but is at liberty only
to cast 20 votes for each of the 5 candidates.
The minutes of the annual meeting of shareholders of a national
bank should show that sufficient stock was represented at the meet-
ing, in person and by proxy, to constitute a legal quorum under the
laws of the state in which the association is located.
At meetings where the bank’s Articles of Association are to be
amended, a majority vote of all the stock of the bank must be cast,
except where a larger proportion is required by law. A resolution
providing for change in capital, consolidation, liquidation, or change
in name or location, requires the affirmative vote of two-thirds of the
stock of the bank.
Proxy—Shareholders may vote by proxy, duly authorized in writing,
but no “officer, clerk, teller, or bookkeeper” of the bank can act as
proxy. Supported by court decisions, the Comptroller holds that a
national bank director is an “officer within every sense and meaning
of the word.”
The proxy cannot vote when the owner of the stock is present and
Votes.
Even when by its terms it is made “irrevocable,” a proxy is always
revocable.
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