The amount of capital required for a new bank depends upon the size of the town in which the institution is to be located: capi tal to the amount of $25,000 being required where the population does not exceed 3,000; $5o,000 where the population exceeds 3,000 but not 6,000; $roo,000 where the population exceeds 6,000 but not 5o,000; and $200,000 for all places with a population over 5o,000. National banks organized in suburban districts in cluded within the political boundaries of the city must have the capitalization required of a bank organized in the city proper. The proposed capitalization of the bank must be stated in the formal application blank.
Examination of Application The application blank should be accompanied by a draft for $roo, payable to the order of the Comptroller, to cover the ex pense of investigation. Owing to the number of banks organized by professional promoters, _and by rival interests, for spite or other reasons, it is the policy of the Comptroller to refer applica tions to the chief national bank examiner, with instructions to detail an examiner to make an investigation. In making this examination the examiner is instructed to give full consideration to all factors entering into the matter. Specifically he is to con sider the adequacy of the existing banking facilities and the need of further banking capital, the methods and banking practices of the existing bank or banks, the interest rates which they charge to customers, the character of the service which as quasi-public institutions they are rendering to their community, the outlook for the growth and development of the city, the general character and experience of the organizers and of the proposed officers of the new bank, and the reasonable prospects for its success if it is efficiently managed. If protest should be made against the or ganization of the bank, the examiner is most careful to listen to argument on both sides. In addition to the report from the examiner, the Comptroller obtains a report from the federal re serve bank of the district, another from the state banking de partment, and others from such additional sources as he may deem advisable.
If the application is granted, the Comptroller forwards to the incorporators the following organization blanks: articles of as sociation, organization certificate, oaths of directors, signatures of officers, by-laws, certificate • as to payment of capital stock, and order for circulation.
Articles of Association and Organization Certificate The incorporators first draw up and execute in duplicate the articles of association and the organization certificate, and then forward one copy of each of these to the Comptroller. The articles of association state the terms under which the stock holders agree to do business and contain the title of the bank, its location, the number of directors and the manner of electing them, the date and number of stockholders' meetings, the capi talization, the powers and duties of the board of directors, the term of the charter, and the method of amending it. The articles
are signed by at least three shareholders, preferably the five incorporators, and may be varied to meet the views of the in corporators so long as the changes are consistent with the national banking laws.
The provisions of the organization certificate are prescribed by statute. They include a statement of the title, location, and capital of the bank, together with the total number of its shares, the names and places of residence of the shareholders, the number of shares held by each of them, and the chief purpose of the certifi cate. It is signed by the same persons as sign the articles of association and is acknowledged by all signing parties before a notary public or a judge of a court of record and authenticated with a seal. The association becomes a body corporate from the date on which the organization certificate is executed.
Election of Directors and Officers The next step in the organization procedure is the stock holders' meeting for election of the directors. In case the direc tors are specifically named in the articles of association this first election meeting may be dispensed with. Thereafter direc tors are elected in January of each year, for one year. After election they are required to take, either singly or jointly, the oath prescribed by statute before an officer having an official seal, and these oaths are sent to the Comptroller.
The first business of the board of directors, upon organization, is to adopt by-laws and a corporate seal. The by-laws set forth the manner in which the business of the bank is to be conducted and state the powers and duties of its officers. Although they are adopted and amended by the board of directors, they must not be inconsistent with the articles of association. The board then elects a president, a vice-president, a cashier, and such other officers as may be necessary to conduct the bank's business. A copy of the by-laws, together with a list of the officers and their respective signatures, is forwarded to the Comptroller. The official signatures are respectively accompanied by a statement of the date of election or appointment of each officer, and the name of his predecessor. It is required that the by-laws provide that a meeting of directors be held at least once a month and that any action taken by the bank's discount committee be approved or disapproved by the board and recorded in the minute book.