12 U.S.C. § 629 : US Code - Section 629: Conversion of banking corporations into Federal corporations; procedure

Search 12 U.S.C. § 629 : US Code - Section 629: Conversion of banking corporations into Federal corporations; procedure

Any bank or banking institution, principally engaged in foreign
business, incorporated by special law of any State or of the United
States or organized under the general laws of any State or of the
United States and having an unimpaired capital sufficient to
entitle it to become a corporation under the provisions of this
subchapter may, by the vote of the shareholders owning not less
than two-thirds of the capital stock of such bank or banking
association, with the approval of the Board of Governors of the
Federal Reserve System, be converted into a Federal corporation of
the kind authorized by this subchapter with any name approved by
the Board of Governors of the Federal Reserve System: Provided,
however, That said conversion shall not be in contravention of the
State law. In such case the articles of association and
organization certificate may be executed by a majority of the
directors of the bank or banking institution, and the certificate
shall declare that the owners of at least two-thirds of the capital
stock have authorized the directors to make such certificate and to
change or convert the bank or banking institution into a Federal
corporation. A majority of the directors, after executing the
articles of association and the organization certificate, shall
have power to execute all other papers and to do whatever may be
required to make its organization perfect and complete as a Federal
corporation. The shares of any such corporation may continue to be
for the same amount each as they were before the conversion, and
the directors may continue to be directors of the corporation until
others are elected or appointed in accordance with the provisions
of this subchapter. When the Board of Governors of the Federal
Reserve System has given to such corporation a certificate that the
provisions of this subchapter have been complied with, such
corporation and all its stockholders, officers, and employees shall
have the same powers and privileges, and shall be subject to the
same duties, liabilities, and regulations, in all respects, as
shall have been prescribed by this subchapter for corporations
originally organized thereunder.