Title 12 — Banks and BankingRelease 119-73not60
§75 Legal Holiday, Annual Meeting On; Proceedings Where No Election Held on Proper Day
Title 12 › Chapter 2— NATIONAL BANKS › Subchapter III— DIRECTORS › § 75
Summary
If the date in the bylaws for the yearly shareholders meeting is a legal holiday in the bank’s state, the meeting and the election of directors must happen on the next banking day. If an election isn’t held on that day, it may be held any time within 60 days of the original date. The board picks the new day, or if the board does not, shareholders holding two-thirds of the shares may pick it. At least 10 days’ notice must be sent by first-class mail to all shareholders.
Full Legal Text
Title 12, §75
Banks and Banking — Source: USLM XML via OLRC
When the day fixed in the bylaws for the regular annual meeting of the shareholders falls on a legal holiday in the State in which the bank is located, the shareholders meeting shall be held, and the directors elected, on the next following banking day. If, from any cause, an election of directors is not made on the day fixed, or in the event of a legal holiday, on the next following banking day, an election may be held on any subsequent day within sixty days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares, at least ten days’ notice thereof in all cases having been given by first-class mail to the shareholders.
Legislative History
Notes & Related Subsidiaries
Editorial Notes
Codification R.S. § 5149 derived from act June 3, 1864, ch. 106, § 10, 13 Stat. 102, which was the National Bank Act. See section 38 of this title.
Amendments
1963—Pub. L. 88–232 substituted “bylaws” for “articles of association”. 1959—Pub. L. 86–230 provided that when the day fixed for the regular annual meeting of the shareholders falls on a legal holiday, the meeting shall be held on the next following banking day and authorized election of directors to be held within sixty days of a fixed day upon ten days’ notice to the shareholders by first-class mail instead of upon thirty days’ notice in newspaper and at a date designated in the articles or bylaws or by the shareholders.
Reference
Citations & Metadata
Citation
12 U.S.C. § 75
Title 12 — Banks and Banking
Last Updated
Apr 3, 2026
Release point: 119-73not60