The national bank act gives the right to convert any bank organized under a special act or general law of a state into a national bank upon the certificate of the directors that two-thirds of the stockholders have agreed thereto.1 This authority is all that is necessary for the conversion of a state into a national bank.2 Under another statute, banks in the District of Columbia are authorized to convert themselves into national banks.3 The directors of the state bank continue to act until their successors are elected, and they are not required to take a new oath, but a majority of the old directors is required to perform any corporate act.4 If the state bank has voting and non-voting stock, the non-voting stock cannot participate in the voting upon the change of organization,8 and the act of the voting stockholders transfers the non-voting stock as well.6 The new bank succeeds to all the property of the old bank, and a suit upon an obligation held by the old bank can be brought in the name of the new bank, although a state law provides that the old incorporation shall continue to exist for three years for the purpose of prosecuting and defending suits.7 Even if the national bank was not in form converted from a state bank, yet, if such was the fact, the new national bank is merely the successor of the former state bank and may hold its assets.8

11 The Illinois banking act does not require, except by a weak implication, the payment of stock in money. See on the general subject, 2 Thomp. on Corp., sec. 1562 et seq. See also Pacific Trust Co. v. Dorsey, 72 Cal. 55.

12 See Sec. 23, post.

13 See Sec. 31, post.

1 Sec. 5154, Rev. Stat. U. S. See Sec. 212, post.

2 Casey v. Galli, 94 U. S. 673.

3 Act of Congress June 30,1876.

4 Lockwood v. Mechanics' Nat Bank, 9 R. I. 308,11 Am. R 253.

5 State v. Phoenix Bank, 34 Conn. 205.

6 State v. Phoenix Bank, supra.

Sec. 21. Alteration Of Bank Charter

After a charter has been granted to a bank the charter becomes a contract under well settled rules, and is not subject to amendment by a state legislature, unless the amendment is immaterial or of a remedial character, or unless the power to amend has been reserved.1 Whether the doctrine of Munn v. Illinois, 94 U. S. 113, would be applied to charters of banks not of issue may well be doubted. The charter could not be repealed except by authority reserved or by virtue of the police power; but that subject belongs to a treatise on constitutional law or corporations and not especially to a work of this nature.2