Cumulative Voting for National Bank Directors: Hearings Before the Committee on Banking and Currency, House of Representatives, Eighty-fourth Congress, Second Session, on S. 256U.S. Government Printing Office, 1956 - 159 pages |
Common terms and phrases
American Bankers Association American National Bank annual meeting articles of association bank board bank stock bank's Bankers Association Banking and Currency best interests BETTS board of directors BRENT SPENCE Brody BROWN BROYHILL California capital CHAIRMAN committee Comptroller Congress corporation COSGRIFF cumu cumulative voting provision D. C. DEAR Denver National Bank depositors deposits dividend DUNN earnings enacted fact favor FDIC Federal Reserve Board FLOURNOY gentlemen GIDNEY GILBERT going HEALY heard hearing holders HOLLAND House of Representatives instance investment investor July 16 KILBURN lative voting legislation letter loans majority mandatory cumulative voting MCDONOUGH minority stockholders morning MULTER MUMMA NATIONAL BANK DIRECTORS National Banking Act officers opposed percent present protect proxy fights question reason record representation REYNOLDS shareholders shares of stock statement talking TALLE thing tion voting for directors WALKER Washington witness WOLCOTT
Popular passages
Page 2 - ... for as many persons as there are directors or managers to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them on the same principle among as many candidates as he shall think fit ; and such directors or managers shall not be elected in any other manner.
Page 2 - ... different members of the management body in each other, and confidence of the depositors and the community in the bank as an organization. Confidence is not engendered by having a minority group force itself on the directorate of a bank by the use of the cumulative voting provision, and in cases where such an end has been accomplished it has been the usual experience that the party or parties thus added to the boards have pursued a course of troublemaking, thereby lessening the mutual confidence...
Page 91 - It confers with the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, and the Federal Reserve Board...
Page 85 - JUNE 28, 1956 HOUSE OF REPRESENTATIVES, COMMITTEE ON BANKING AND CURRENCY, Washington, DC The committee met at 10 am, the Honorable Brent Spence, chairman, presiding.
Page 3 - ... experience that the party or parties thus added to the boards have pursued a course of troublemaking, thereby lessening the mutual confidence of the directorate and the confidence of the staff in the directorate, and in some cases, the confidence of the community in the bank. Cumulative voting is not necessary in national banks because of the protection afforded to all classes of stockholders by the supervision exercised by the Office of the Comptroller of the Currency. National banks are regularly...
Page 2 - ... The two candidates who received 525 votes would be elected. None of the seven candidates who received 300 votes each would be elected to the remaining five directorships. A second ballot should be held to elect five directors, and in his second ballot the shares which were voted for the two directors elected on the first ballot could not be voted. In other words on the second ballot (and...
Page 11 - Such directors have on occasion turned the board meeting into forums for discussion of personalities and matters detrimental to the harmonious operation of a sound bank. The responsibilities of the members of the board of directors are such that any serious discord or friction might shake the confidence of other shareholders or depositors and of the public. This is especially true in smaller communities.
Page 2 - None of the seven candidates who received 300 votes each would be elected to the remaining five directorships. A second ballot should be held to elect five directors, and in his second ballot the shares which were voted for the two directors elected on the first ballot could not be voted. In other words on the second ballot (and any subsequent ballots which prove necessary) a stockholder is not entitled to vote shares which he has already fully cumulated and voted in favor of a successful candidate....
Page 37 - This bill was favorably reported in both Houses. The minority views of Mr. Douglas, Mr. Lehman, and Mr. Morse are set forth in the Senate report. Senate Report 240 states cumulative voting for directors allows a shareholder to cast...
Page 40 - ... guilty of conduct which would be difficult to denounce in language of sufficient emphasis. * * * A board which never changes except by death or by voluntary retirement becomes self-elective, with a tendency to intellectual stagnation and impairment of business vigor. "If a director becomes incompetent or ineligible by reason of age or infirmity, or any other cause, it is not only the right but the duty of shareholders to replace him. * * * "Where the board has become moribund, the result is usually...