102 THIRTY—EIGIITH CONGRESS. Sess. I. Ch. 106. 1864. By-laws- also have power to define and regulate by by—laws, not inconsistent with the provisions of this act, the manner in which its stock shall be trans ferred, its directors elected or appointed, its officers appointed, its property transferred, its general business conducted, and all the privileges granted by this act to associations organized under it shall be exercised and enjoyed; and its usual business shall be transacted at an oillce or banking house located in the place specified in its organization cert'cate. Dgmgomquai. Sec. 9. And be it further enacted, That the affairs of every associai¤<=¤*·i0¤¤$ tion shall be managed by not less than ive directors, one of whom shall _ ¤¤¤ to be PMS- be the president. Every director shall, during his whole term of service, 'd°"°' be a citizen of the United States; and at least three fourths of the directors shall have resided in the state, territory, or district in which such association is located one year next preceding their election as directors, and be residents of the same during their continuance in office. Each director shall own, in his own right, at least ten shares of the capital stock of the association of which he is a director. Each director, when ap· (Mh- pointed or elected, shall take an oath that he will, so far as the duty devolves on him, diligently and honestly administer the affairs of such association, and will not knowingly violate, or willingly permit to be violated, any of the provisions of this act, and that he is the bona fide owner, iu his own right, of the number of shares of stock required by this act, subscribed by him, or standing in his name on the books of the association, and that the same is not hypothecated, or in any way pledged, as security for any loan or debt; which oath, subscribed by himself; and certified by the officer before whom it is taken, shall be immediately transmitted to th; comptroller of the currency, and by him filed and preserved in his 0 ce. Term or cms Sec. 10. And be it farther enacted, That the directors of any associa- °f d¤°°*°'*· tion first elected or appointed shall hold their places until their successors _ shall be elected and qualihed. All subsequent elections shall be held El°°**°”$· annually on such day in the month of January as may be specified in the articles of association; and the directors so elected shall hold their places for one year, and until their successors are elected and qualified. But any director ceasing to be the owner of the requisite amount of stock, or having in any other manner become disqualified, shall thereby vacate I Vacancies, how his place. Any vacancy in the board shall be filled by appointment by
- m°d· the remaining directors, and any director so appointed shall hold his place
until the next election. If from any cause an election of directors shall not be made at the time appointed, the association shall not for that cause be dissolved, but an election may be held on any subsequent day, thirty days’ notice thereof in all cases having been given in a newspaper published in the city, town, or county in which the association is located; and if no newspaper is published in such city, town, or county, such notice shall be published in a newspaper published nearest thereto. If the articles of association do not fix the day on which the election shall be held, or if the election should not be held on the day fixed, the day for the election shall be designated by the board of directors in their by-laws, or otherwise: Provided, That if the directors fail to Ex the day, as aforesaid, shareholders representing two thirds of the shares may. Voting and SEO. 11. And be it further enacted, That in all elections of directors, P"°X'°°· and in deciding all questions at meetings of shareholders, each Shafeholder shall be entitled to one vote on each share of stock held by him. Shareholders may vote by proxies duly authorized in writing; but no officer, clerk, teller, or book-keeper of such association shall act as proxy ; and no shareholder whose liability is past due and unpaid shall be allowed to vote. to ggpgglggcéck 12. And be it further enacted, That the capital stock of any 65- mm Shams_ socnatnon formed under this act shall be diyided into shares of one hundred dollars each, and be deemed personal property and transferable on the
