In all elections of directors, each shareholder shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, or, if so provided by the articles of association of the national bank, to cumulate such shares and give one candidate as many votes as the number of directors multiplied by the number of his shares shall equal or to distribute them on the same principle among as many candidates as he shall think fit; and in deciding all other questions at meetings of shareholders, each shareholder shall be entitled to one vote on each share of stock held by him; except that (1) this shall not be construed as limiting the voting rights of holders of preferred stock under the terms and provisions of articles of association, or amendments thereto, adopted pursuant to the provisions of section 51b of this title; (2) in the election of directors, shares of its own stock held by a national bank as sole trustee, whether registered in its own name as such trustee or in the name of its nominee, shall not be voted by the registered owner unless under the terms of the trust the manner in which such shares shall be voted may be determined by a donor or beneficiary of the trust and unless such donor or beneficiary actually directs how such shares shall be voted; and (3) shares of its own stock held by a national bank and one or more persons as trustees may be voted by such other person or persons, as trustees, in the same manner as if he or they were the sole trustee. Shareholders may vote by proxies duly authorized in writing; but no officer, clerk, teller, or bookkeeper of such bank shall act as proxy; and no shareholder whose liability is past due and unpaid shall be allowed to vote. Whenever shares of stock cannot be voted by reason of being held by the bank as sole trustee such shares shall be excluded in determining whether matters voted upon by the shareholders were adopted by the requisite percentage of shares.
Notes of Decisions
Frank E. Cupo v. Cmty. Nat'l Bank & Trust Co. of New York, 438 F.2d 108 (2d Cir. 1971).
· cites it 3× “The complaint alleged that plaintiff was wrongfully denied election to a one-year term as director of defendant bank, in violation of 12 U.S.C. § 61 , National Banking Act, which guarantees the right of cumulative voting by shareholders of national banks.”
Anderson v. Abbott, 321 U.S. 349 (1944).
“186 , 12 U.S.C. § 61 ) established certain controls over them.”
Sec. Trust Co. v. Dabney, 372 S.W.2d 401 (Ky. Ct. App. 1963).
· cites it 2× “The second amended complaint sets forth a provision of 12 U.S.C.A. § 61 to the effect that no officer, clerk, teller or bookkeeper of a national bank shall act as proxy in voting its shares, and alleges that of the 31,688 votes in favor of the proposal 18,774 shares were voted…”
Am. Power & Light Co. v. Sec. & Exch. Comm'n, 141 F.2d 606 (1st Cir. 1944).
“§ 61 , a holding company is forbidden to exercise its previously acquired property right to vote its shares of stock in a national bank unless a permit is first obtained from the Federal Reserve Board; and one of the conditions of obtaining such a permit is that the holding…”
Henley v. Birmingham Trust Nat'l Bank, 322 So. 2d 688 (Ala. 1975).
· cites it 2× “Thereupon, under authority of 12 U.S.C. § 61 (3), which states that in a situation where a national bank and one or more individuals are co-trustees of a trust containing stock of the national bank, the shares of the bank stock may be voted by the individual co-trustee as though…”
McKee & Co. v. First Nat'l Bank of San Diego, 265 F. Supp. 1 (S.D. Cal. 1967).
“Plaintiff desired to vote its stock accumulatively under 12 U.S.C.A. § 61 . Plaintiff shows by affidavit that in December of 1966, there were conversations between an official of plaintiff and an official of the San Diego bank, which resulted in the defendant offering to allow…”
Ahi Metnall, L.P. Ex Rel. Ahi Kansas, Inc. v. J.C. Nichols Co., 891 F. Supp. 1352 (W.D. Mo. 1995).
“Otherwise, management would be allowed “to control the slates of director candidates, effectively eliminating any possibility of minority representation and assuring themselves unbridled control over bank affairs.”
Durkin v. Nat'l Bank, 772 F.2d 55 (3rd Cir. 1985).
· cites it 7× “Durkin then commenced this suit alleging, inter alia, that the by-law was adopted for the express purpose of preventing her election, and that the board’s conduct deprived her of the voting rights incident to her stock ownership and protected by 12 U.S.C. § 61 . She seeks a…”
Borden v. Sinskey, 530 F.2d 478 (3rd Cir. 1976).
“Since superseded by 12 U.S.C. § 61 . . It is irrelevant that Corpamerica, unlike Sinskey, would not have had the Carteret stock available to it to use in this transaction if it had sold that stock in order to purchase Edgewater, as we hypothesized earlier.”
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