§614 — Title 12 Banks and Banking | U.S. Code

Summary

People who sign the organization certificate must have it officially confirmed before a judge or a notary public, who will seal it. Then the certificate is sent to the Board of Governors of the Federal Reserve System to be filed. After the articles of association and the certificate are filed and the Board approves them and gives a permit to start business, the group becomes a corporation. As a corporation it exists for twenty years unless the shareholders owning two-thirds of the stock end it sooner, Congress ends it, or its rights are lost for breaking the law. The corporation can use a corporate seal, make contracts, sue and be sued, choose directors, and have officers and employees. The board of directors sets officers’ duties, can require bonds, can fire and replace staff, and must create bylaws that follow the law and the Board of Governors’ rules about stock transfers, director selection, officer appointments, property transfers, and other legal privileges.

Title 12, §614

Banks and Banking — Source: USLM XML via OLRC

The persons signing the organization certificate shall duly acknowledge the execution thereof before a judge of some court of record or notary public, who shall certify thereto under the seal of such court or notary, and thereafter the certificate shall be forwarded to the Board of Governors of the Federal Reserve System to be filed and preserved in its office. Upon duly making and filing articles of association and an organization certificate, and after the Board of Governors of the Federal Reserve System has approved the same and issued a permit to begin business, the association shall become and be a body corporate, and as such and in the name designated therein shall have power to adopt and use a corporate seal, which may be changed at the pleasure of its board of directors; to have succession for a period of twenty years unless sooner dissolved by the act of the shareholders owning two-thirds of the stock or by an act of Congress or unless its franchises become forfeited by some violation of law; to make contracts; to sue and be sued, complain, and defend in any court of law or equity; to elect or appoint directors; and, by its board of directors, to appoint such officers and employees as may be deemed proper, define their authority and duties, require bonds of them, and fix the penalty thereof, dismiss such officers or employees, or any thereof, at pleasure and appoint others to fill their places; to prescribe, by its board of directors, bylaws not inconsistent with law or with the regulations of the Board of Governors of the Federal Reserve System regulating the manner in which its stock shall be transferred, its directors elected or appointed, its officers and employees appointed, its property transferred, and the privileges granted to it by law exercised and enjoyed.

Notes & Related Subsidiaries

Editorial Notes

Codification Section is comprised of par. 5 (undesignated) of section 25A of act Dec. 23, 1913, which comprises this subchapter. For complete classification of section 25A of this Act, see Codification note set out under section 611 of this title.

Amendments

1978—Pub. L. 95–369 struck out “, all of whom shall be citizens of the United States” after “to elect or appoint directors”.

Statutory Notes and Related Subsidiaries

Change of Name

section 203(a) of act Aug. 23, 1935, changed name of Federal Reserve Board to Board of Governors of the Federal Reserve System.

§614 Organization Certificate; Acknowledgment; Forwarding To, Filing, and Approval by Board of Governors of the Federal Reserve System; Permit to Do Business; Body Corporate; Name; Seal; Corporate Succession; Contracts; Suits; Directors, Officers, and Employees; Bylaws