remaining instalments must be paid in and certified to the Comptroller, one on each successive thirty days from the date of the Comptroller's certificate of authority to commence business. The form usual for these certificates is as follows:

Certificate of Payment of Capital Stock.

SIR: It is hereby certified that the

BANK,

instalment, amounting to ,) has been paid in on account of the capital stock of the making the total amount paid in on the capital stock of this bank [SEAL OF BANK.]

To the COMPTROLLER OF THE CURRENCY,

188-. dollars,

Cashier.

N. B.-Banks are requested not to report the payment of any one instalment twice, except as included in total amount paid in.

In reference to the legal method of enforcing the payment of subscriptions to capital stock, see Section 5141 Revised Statutes, page 13 of this work.

Conversion of State Banks.

For law, see Section 5154, page 24.

As an indication of the assent of stockholders required, they should execute the following paper, which should be made in duplicate, one copy to be filed with the Comptroller of the Currency:

Authority of Stockholders to Directors for the Conversion of a State into a National Bank.

We, the undersigned, stockholders of the [here insert the name of the bank], located in the

capital of

-, county of

and State of

of having a dollars, do hereby authorize and empower the directors thereof to change and convert said bank into a National banking association, under the general banking laws of the United States, and according to the provisions of Section 5154, Revised Statutes of the United States, and we do also authorize the said directors, or a majority thereof, to make and execute the articles of association and organization certificate required to be made or contemplated by said laws, and also to make and execute all other papers and certificates, and to do all acts necessary to be done to convert said into a National association, and also to do and perform all such acts as may be necessary to transfer the assets of every description and char

acter of said

to the National banking association into which it is to be converted, so that the said conversion may be absolute and complete.

And we do hereby assume, and authorize the said directors to assume, as the name of the National banking association into which the said is to be converted, "The [here insert the name of the association];" and we do hereby appoint [here insert the names of the directors], who are now the directors of the said [here insert the name of the State bank about to be converted], to be directors of the said [here insert the name of the association], to hold their offices as such directors until the regular annual election of directors is held, pursuant to the provisions of said laws, and until their successors are chosen and qualified.

And we do hereby authorize the said directors to continue in office the officers of the said [here insert the name of the State bank about to be converted], or to appoint or select others, as to them may seem best.

In witness whereof, we have hereunto set our hands, and written against our names the number of shares owned by us respectively, this day of A. D. 18-.

Names of Stockholders.

Stock owned by each.

The directors, thus authorized, may then proceed to execute articles of association and an organization certificate. These are similar in form to those already given, only being modified inasmuch as they are executed by the authorized directors. Blanks are furnished by the Comptroller's office. From this point there will no difference between a National bank converted from a State bank and one organized de novo in the papers and proceedings.

Conversion of Private Banks.

There is nothing in the National banking laws which will enable a private bank or banking firm to convert into a National bank in the same manner as Section 5154 permits the conversion of State banks organized under the banking laws of the several States. The partners or owners of a private bank or banking firm desiring to become a National bank can, however, make application to the Comptroller of the Currency for permission to organize under the National Banking laws. The Comptroller becoming informed that the applicants are private bankers will require them to furnish a statement setting forth the condition of their institution. If they ap

plied simply as citizens desiring to organize de novo this requirement would not be made. The Comptroller's office will not permit any assets or liabilities to be turned over directly to the National bank. The latter must be organized as a new institution in good faith. Good paper or other good assets belonging to the private bankers can doubtless be taken by the National bank after it has commenced business; but there must be technically no merging of the one into the other; the line between the two institutions must be a decided one. The requirement of the Comptroller, that private bankers applying as such to organize a National bank shall furnish a statement of the condition of their private institution, seems to imply that the officer believes it to be the purpose of the private bankers to avail themselves of the assets of the private bank in starting the National bank. This must be done, however, in due and legal form. The good assets of the private bank must be taken by the directors of the new National bank as from outside parties. Real estate, other than such as might be required by the new bank for banking-house, cannot be taken, nor can real estate or mortgage paper become an asset of the new institution. An examiner is always sent shortly after the organization of a new National bank to report on the character of its assets.

If the assets of the private bank are good there can be little difficulty in securing an advance of money upon them, which will enable the owners to pay up their subscriptions to the stock of the National bank taken by them, or at least the fifty per centum required to be paid in of such stock before the National bank can commence business. (See Sections 5140 and 5141 and comments thereon, pages 13, 14.) After it has commenced business it can purchase the assets, &c., as it will then have the money derived from payments on stock, less such portion as may have been invested in United States bonds deposited with the United States Treasurer, in lieu of which portion it will also have in due time its circulating notes.

GENERAL FORM FOR BY-LAWS.*

The directors of every National bank should adopt by-laws, which must be consistent with the Banking laws, for the government and conduct of the business of their bank, and should have them recorded in the minute-book. The following is submitted as a suitable form, to be modified according to circumstances and the views of directors:

By-laws of the [here insert the title of the bank] organized under the laws of the United States, and authorized by the Comptroller of the Currency to carry on the business of banking.

1. The regular annual meetings of stockholders of this bank for the election of directors and for the transaction of other legitimate business shall be held between the hours of ten o'clock A. M. and four o'clock P. M. on the day specified in the articles of association, and the thirty days' notice of the time and object of such meetings thereby required shall be given by the president, vice president, or cashier by publication in [here insert name of paper in which publication is to be made.] The board of directors shall, within one month previous to the date fixed for such meetings, appoint three stockholders to be judges of the election for directors, who shall hold and conduct the same, and who shall, under their hands, notify the person acting as cashier of this bank of the result thereof as soon as ascertained, and of the names of the directors-elect.

2.-The person acting as cashier shall thereupon cause the returns made by the judges of election to be recorded upon the minute-book of the bank, and shall notify the directors chosen of their election, and of the time for them to meet at the banking-house for the organization of the new board. If at the time fixed for such meetings there should be no quorum in attendance, the directors-elect present may adjourn from time to time until a quorum shall be obtained.

3.-The directors-elect shall meet for organization, upon the

* See comments upon clause 6, Section 5136, page 7 of this work.

notification given in "accordance with law 2, within one week from the time of their election, but shall not do any business whatever prior to qualifying by taking the oath of office as required by law.

4.—If the annual election for directors should not be held on the day fixed by the articles of association, the directors in office shall order a special election, of which notice shall be given, judges appointed, and returns made and recorded upon the minute-book; and the directors chosen thereat shall be certified to the cashier, and notified as provided by laws I and 2.

5.—The officers of this bank shall be a president, vice president, cashier, teller, and book-keeper, and such other officers as may be required from time to time for the prompt and orderly transaction of its business; and all officers, clerks, and agents shall be elected, appointed, or employed by the board of directors, or with the consent thereof, and their several duties may be prescribed by the board.

6. The president shall hold his office for the current year for which the board of which he shall be a member was elected, unless he shall resign, become disqualified, or be removed; and any vacancy occurring in the office of president or in the board of directors shall be filled by the remaining members.

7.-The cashier and the subordinate officers and clerks shall be appointed to hold their offices respectively during the pleasure of the board of directors.

8. The cashier of this bank shall be responsible for all the moneys, funds, and valuables of the bank, and shall give bond, with security to be approved by the board, in the penal sum of dollars, conditioned for the faithful and honest discharge of his duties as such cashier, and that he will faithfully apply and account for all such moneys, funds, and valuables, and deliver the same to the order of the board of directors of this bank, or to the person or persons authorized to receive them.

9.—The president of this bank shall be responsible for all such sums of money and property of every kind as may be intrusted to his care or placed in his hands by the board of directors or by the cashier, or otherwise come into his hands