be entitled to vote on all matters one vote for each share of stock of any class held by him.

(b) In all elections of directors, each holder of stock of any class shall have the right to vote the votes allocable to the number of shares owned by him for as many persons as there are directors to be elected, or to cumulate such votes and give one candidate as many votes as the number of directors multiplied by the number of votes allocable to his shares shall equal, or to distribute such votes on the same principle among as many candidates as he shall think fit.

(c) In case as many as two semianual dividend payments (whether or not consecutive and whether or not earned or declared) on the preferred stock shall be in arrears (exclusive of any such dividend which may be payable at any time within three (3) months from the date of issuance of the preferred stock), then, and until all arreas of dividends upon the preferred stock shall have been paid and the full dividend on the outstanding preferred stock for the thencurrent semiannual dividend period shall have been declared and funds set apart for the payment thereof, the holders of preferred stock at the time outstanding shall be entitled, as a class, to vote on all matters twice the number of the votes to which the holders of common stock, as a class, are at the time entitled, and each holder of preferred stock shall be entitled to a pro rata share of the votes to which his class is entitled.

(d) At any time while the votes of the preferred stock are increased as provided in paragraph (c) of this section 12 or in subparagraph (2) of section 13 of this article Fifth, any one or more of the directors, officers, or employees of the Association may be removed at any annual or special meeting of shareholders, for or without cause, and their successors elected, by the affirmative vote of two-thirds of the votes to which the holders of all classes of stock, voting as one class, are at the time entitled.

(13) Other voting rights.-If at any time while the Reconstruction Finance Corporation shall hold not less than twenty-five per cent of the total number of shares of preferred stock at the time outstanding:

(a) The Association shall be in arrears in the payment of as many as two semiannual dividend payments (whether or not consecutive and whether or not earned or declared) on the preferred stock (exclusive of any such dividend which may be payable at any time within three (3) months from the date of issuance of the preferred stock); or

(b) The amounts paid into the preferred stock retirement fund (referred to in section 8 of this article Fifth) in accordance with the requirements of paragraph (c) of section 6 of this article Fifth on and after February 1, 1937, shall not have amounted in the aggregate to five per cent of the maximum par value of the preferred stock at any time outstanding (whether or not any such stock shall have been subsequently retired or the aggregate par value thereof reduced in any manner whatsoever) multiplied by the number of calendar years which shall have elapsed since January 1, 1936; or

(c) The fair value of the assets of the Association, as determined by the Comptroller of the Currency, shall be less than an amount equal to all of its liabilities, including all capital stock outstanding; or

(d) The Association shall, in the opinion of the Comptroller of the Currency, violate or fail to observe any of the other terms, provisions, or conditions of its Articles of Association.

Then, after written notice from Reconstruction Finance Corporation of the existence of any of the conditions mentioned in the above paragraphs (a), (b), (c), and (d) and so long as any of said conditions shall continue:

(1) All directors, officers, and employees of the Association shall receive compensation at rates not exceeding such maximum limitations as may be fixed by the vote of the holders of a majority of the shares of preferred stock at the time outstanding.

(2) In case Reconstruction Finance Corporation, with the approval of the Comptroller of the Currency, at any time shall notify the Association that any director, officer, or employee of the Association is regarded by Reconstruction Finance Corporation as unsatisfactory, and in case such director, officer, or employee is not removed from office (and, if requested by Reconstruction Finance Corporation, replaced with a director, officer, or employee satisfactory to it) within thirty days after receipt by the Association of such notice, then, and until such removal and replacement shall have been effected, the holders of preferred stock at the time outstanding shall be entitled, as a class, to vote on

all matters twice the number of the votes to which the holders of common stock, as a class, are at the time entitled, and each holder of preferred stock shall be entitled to a pro rata share of the votes to which his class is entitled.

(3) The Association shall not directly or indirectly purchase or otherwise acquire any real estate for its own use, or lease any real estate for its own use for a term longer than one year, without in each case the affirmative vote of the holders of a majority of the preferred stock at the time outstanding, or a written waiver of voting rights in respect thereto by the holders of such majority: Provided, however, That this limitation shall not apply to real estate acquired under the provisions of paragraphs second, third, and fourth of the United States Revised Statutes, section 5137.

(4) The Association shall not incur indebtedness maturing more than one year from the creation thereof, without in each case the affirmative vote of the holders of a majority of the preferred stock at the time outstanding, or a written waiver of voting rights with respect thereto by the holders of such majority: Provided, however, That the indebtedness herein referred to shall not be construed to include the issuance of circulating notes and the acceptance of time deposits, which may continue to be issued and accepted by the Association under such conditions as may be provided by law.

(14) Rights of preferred stock on liquidation.-In the event of any receivership, conservatorship, liquidation, dissolution, or winding up of the Association, whether voluntary or involuntary, before any payment or other distribution, whether in cash, property, or otherwise, shall be made to the holders of common stock, the holders of preferred stock shall be entitled to receive, for each share of such stock held by them, an amount equal to the par value thereof, plus an amount equal to all unpaid dividends thereon, whether or not earned or declared, accrued to the date of payment, but shall not be entitled to any other or further payment: Provided, however, That a merger or consolidation in accordance with law and these Articles of Association, shall not be deemed a liquidation, dissolution, or winding up of the Association within the meaning of this section 14.

SIXTH. (a) Officers.-The Board of Directors shall elect one of its members President of the Association. The Board may designate a director in lieu of the President to be Chairman of the Board, who shall perform such duties as may be designated by the Board. The directors shall have power to elect one or more Vice Presidents, at least one of whom shall also be a member of the Board of Directors, and who shall be authorized, in the absence or inability of the President from any cause, to perform all acts and duties pertaining to the office of president except such as the President only is authorized by law to perform; and to elect or appoint a Cashier, and such other officers and clerks as may be required to transact the business of the Association; and, subject to the provisions of subparagraphs (1) and (2) of section 13 of article Fifth hereof, to fix the salaries to be paid to them, and to continue them in office or to dismiss them as in the opinion of a majority of the Board the interests of the Association may demand.

(b) Powers of Board of Directors.-The Board of Directors shall have the power to define the duties of the officers and clerks of the Association, to require bonds from them, and to fix the penalty thereof; to regulate the manner in which election of directors shall be held, and to appoint judges of the elections; to make all bylaws that it may be proper for them to make, not inconsistent with law and these Articles of Association, for the general regulation of the business of the Association and the management of its affairs, and generally to do and perform all acts that it may be legal for a board of directors to do and perform according to law and within the limits of these Articles of Association.

SEVENTH. Corporate existence.-The Association shall have succession from the date of its organization certificate until such time as it may be dissolved by the act of its shareholders according to law or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or special act of Congress, or until its affairs be placed in the hands of a receiver and finally wound up by him.

EIGHTH. Special meetings of shareholders.-Except as otherwise specifically provided by statute, special meetings of the shareholders may be called for

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any purpose at any time by the Board of Directors or by the holders of at least ten percent of the then-outstanding shares of any class. Every such special meeting shall be called by mailing, not less than ten days before the time fixed for the meeting, to all shareholders of record entitled to act and vote at such meeting, at their respective addresses as shown on the books of the Association, a notice stating the purpose of the meeting. Such notice may be waived in writing.

of

In witness whereof, we have hereunto set our hands this

193---

day

(To be signed by at least five natural persons, comprising a majority of the applicants.)

Mr. GOLDSBOROUGH. The committee will meet in executive session at half past 10 o'clock tomorrow.

(Thereupon, the hearing was adjourned, subject to the call of the chairman.)