12 U.S.C. § 21 — Formation of national banking associations;

Page 8 TITLE 12—BANKS AND BANKING § 21 Sec. 178. Repealed. SUBCHAPTER XII—VOLUNTARY DISSOLUTION 181. Voluntary dissolution; appointment and re- moval of liquidating agent or committee; examination. 182. Notice of intent to dissolve. 183 to 186. Repealed. SUBCHAPTER XIII—RECEIVERSHIP 191. Appointment of receiver for a national bank. 192. Default in payment of circulating notes. 193. Notice to present claims. 194. Dividends on adjusted claims; distribution of assets. 195. Repealed. 196. Expenses. 197. Shareholders’ meeting; continuance of receiv- ership; appointment of agent; winding up business; distribution of assets. 197a. Resumption of business by closed bank on consent of depositors. 198. Purchase by receiver of property of bank; re- quest to Comptroller. 199. Approval of request. 200. Payment. SUBCHAPTER XIV—BANK CONSERVATION ACT 201. Short title. 202. Definitions. 203. Appointment of conservator. 204. Examinations. 205. Termination of conservatorship. 206. Conservator; powers and duties. 207, 208. Repealed. 209. Liability protection. 210. Governmental powers unimpaired. 211. Rules and regulations. 212. Right to amend; separability. 213. Transferred. SUBCHAPTER XV—CONVERSION OF NATIONAL BANKS INTO STATE BANKS 214. Definitions. 214a. Procedure for conversion, merger, or consoli- dation; vote of stockholders. 214b. Continuation of business and corporate enti- ty. 214c. Conversions in contravention of State law. 214d. Prohibition on conversion. SUBCHAPTER XVI—CONSOLIDATION AND MERGER 215. Consolidation of banks within same State. 215a. Merger of national banks or State banks into national banks. 215a–1. Interstate consolidations and mergers. 215a–2. Expedited procedures for certain reorganiza- tions. 215a–3. Mergers and consolidations with subsidiaries and nonbank affiliates. 215b. Definitions. 215c. Mergers, consolidations, and other acquisi- tions authorized. SUBCHAPTER XVII—DISPOSITION OF UNCLAIMED PROPERTY RECOVERED FROM CLOSED NA- TIONAL BANKS 216. Purpose. 216a. Definitions. 216b. Disposition of unclaimed property. 216c. Rules and regulations. 216d. Severability. SUBCHAPTER I—ORGANIZATION AND GENERAL PROVISIONS § 21. Formation of national banking associations; incorporators; articles of association Associations for carrying on the business of banking under title 62 of the Revised Statutes may be formed by any number of natural per- sons, not less in any case than five. They shall enter into articles of association, which shall specify in general terms the object for which the association is formed, and may contain any other provisions, not inconsistent with law, which the association may see fit to adopt for the regulation of its business and the conduct of its affairs. These articles shall be signed by the persons uniting to form the association, and a copy of them shall be forwarded to the Comp- troller of the Currency, to be filed and preserved in his office. (R.S. § 5133.) Editorial Notes REFERENCES IN TEXT Title 62 of the Revised Statutes, referred to in text, was in the original ‘‘this Title’’ meaning title LXII of the Revised Statutes, consisting of R.S. §§ 5133 to 5244, which are classified to this section and sections 16, 22 to 24a, 25a, 25b, 26, 27, 29, 35 to 37, 39, 43, 52, 53, 55 to 57, 59 to 62, 66, 71, 72 to 76, 81, 83 to 86, 90, 91, 93, 93a, 94, 141 to 144, 161, 164, 181, 182, 192 to 194, 196, 215c, 481 to 485, 501, 541, 548, and 582 of this title. See, also, sections 8, 333, 334, 475, 656, 709, 1004, and 1005 of Title 18, Crimes and Criminal Procedure. For complete classification of R.S. §§ 5133 to 5244 to the Code, see Tables. CODIFICATION R.S. § 5133 derived from act June 3, 1864, ch. 106, § 5, 13 Stat. 100, which was the National Bank Act. See sec- tion 38 of this title. Statutory Notes and Related Subsidiaries SHORT TITLE OF 2014 AMENDMENT Pub. L. 113–251, § 1, Dec. 18, 2014, 128 Stat. 2888, pro- vided that: ‘‘This Act [enacting section 1308 of Title 18, Crimes and Criminal Procedure, amending sections 25a, 339, 1463, and 1829a of this title and sections 1952, 1953, and 1955 of Title 18, and enacting provisions set out as a note under section 25a of this title] may be cited as the ‘American Savings Promotion Act’.’’ Executive Documents EXCEPTION AS TO TRANSFER OF FUNCTIONS Functions vested by any provision of law in Comp- troller of the Currency, referred to in this section, not included in transfer of functions to Secretary of the Treasury, see note set out under section 1 of this title. § 21a. Amendment of articles of association Except as otherwise specifically provided by law, or by the articles of association of the par- ticular national banking association, the arti- cles of association of a national banking asso- ciation may be amended with respect to any lawful matter, and any action requiring the ap- proval of the stockholders of such association may be had by the approving vote of the holders of a majority of the voting shares of the stock of the association obtained at a meeting of the stockholders called and held pursuant to notice given by mail at least ten days prior to the meeting or pursuant to a waiver of such notice given by all stockholders entitled to receive no- tice of such meeting. A certified copy of every amendment to the articles of association adopt- ed by the shareholders of a national banking as- sociation shall be forwarded to the Comptroller