Women may be shareholders of national bank stock if per mitted by state law and under the limitations imposed by state law. All national and state banks may become stockholders of their own stocks for the purpose of securing a debt, and some states allow their banks to purchase their own shares. When a state becomes a subscriber it lays down its sovereignty so far as respects the transactions of the bank and is on an equality with other subscribers as to liability, powers, and privileges.
Shareholders' Meetings The charter and by-laws provide usually for the calling of shareholders' meetings, either by notice published for 3o days in advance or by written notice to the individual shareholders; the latter is the more common method. When any act is to be done which requires the consent of the shareholders, their assent, un less unanimous, must be given at a duly convened meeting. It does not suffice, except by specific provision of statute or charter, to get the assent in writing of shareholders owning enough stock to pass the action; no majority can bind a minority, however large the majority or small the minority, unless the action is taken in a duly called meeting. At such meeting the shareholder has a right to be present in person or by proxy and express his assent or dissent. It is provided in the case of national banks, and the example is followed largely by state law, that shareholders who have due and unpaid subscriptions for stock are disqualified from voting. Each shareholder is entitled to one vote on each share of stock held by him. Shareholders may vote by proXies duly authorized in writ ing, but no officer, clerk, teller, or bookkeeper of the bank may act as proxy; the Comptroller of the Currency has ruled that direc tors may not act as proxies within the intent of this law. A majority of the shareholders present in person or proxy consti tutes a quorum. In some states the law permits cumulative voting and also voting trusts, but federal law denies such action to national banks.
Shareholders' Rights and Liabilities It is common to impose upon bank shareholders a double liability; national bank shareholders are held individually re sponsible for all contracts, debts, and engagements of the bank, each to the amount of his stock, at the par value in addition to the amount invested in such stock. If a shareholder transfers his
shares within 6o clays next before the failure of the bank, or with a knowledge of such impending failure, he is liable to the same extent as if no such transfer had been made. This liability rests, with few exceptions, upon the stockholders of record. The liability is for the benefit of all creditors, not any particular ones. The assessment and collection of this liability devolve upon the Comptroller of the Currency (or, if it be a state bank, upon the state superintendent of banks) and are executed by the receiver appointed by him; in some states the creditors have the right to sue. The Comptroller's decision that it is necessary to enforce the liability is conclusive and may not be questioned by a stockholder, nor does the right to sue arise until the Comptroller has so ruled. The Comptroller may levy successive assessments where the aggregate of assessments does not exceed the total liability. The contingent liability is really a trust or reserve fund which can be drawn to satisfy creditors. After all creditors have been satis fied, the Comptroller calls a meeting of the shareholders, who vote on the question whether the receiver is to be continued or an agent appointed to wind up the affairs of the bank.
Any surplus which may remain after the payment of the bank's debts by the receiver or other person liquidating a bank belongs to the shareholders in proportion to the shares held. When the capital of a bank is legally reduced, the excess above the final par value as reduced belongs, and should be distributed proportion ately, to the shareholders. If the capitalization is increased and new shares are issued, those who hold shares at the time of the increase have the first right to subscribe, in proportion to the shares held, for the new ones, before they are offered on the market. When a dividend is declared, it is held in trust for the shareholders, who have a right to its proportionate distribution.
A shareholder has the common law right of a shareholder to inspect, for proper purposes and under proper regulations as to time and place, the books, records, and documents of the bank. State courts may compel national bank officers to permit a stock holder to inspect its records and documents for a proper purpose.