appointed, an election may be held on any subsequent day; but thirty days' notice thereof shall be given in a newspaper published in the city of Washington and in a newspaper published in the city of New York, and also in a newspaper published in any other city where any branch of said bank may be located. At any such meeting, and in all meetings of [shareholders] stockholders, each [shareholder] stockholder shall be entitled to one vote on each share of stock held by him and standing in his name on the books of the company at least thirty days before the day of such meeting. In all elections of directors and in deciding all questions under consideration [shareholders stockholders may vote by proxies, duly authorized in writing; but no vote shall be allowed on any share on which there is any installment or assessment due and unpaid, in whole or in part.

SEC. 14. That the president and cashier of said corporation shall cause to be kept at all times, in a book to be provided for that purpose, a full and correct list of the names and residences of the [shareholders] stockholders of the corporation and the number of shares held by each, which said list shall be filed at the principal place of business of said corporation and at each of its branch offices. Such lists shall be subject to the inspection of the [shareholders] stockholders of the corporation and the officers authorized to assess taxes under State authority during the business hours of each day in which business may be legally transacted, and a copy of such list, on July first of each year, verified by the oath of the president or cashier, shall be transmitted to the Comptroller of the Currency. No entry of the transfer of any share of stock shall be made upon the books of said company within thirty days before any annual meeting of the stockholders.

SEC. 15. That the [shareholders] stockholders of the corporation shall be held individually responsible, equally and ratably and not one for another, for the contracts, debts, and engagements of said corporation to the extent of their stock therein, at the par value thereof, in addition to the amount invested in such shares. Whenever any [shareholder] stockholder or his assignee fails to pay any installment on the stock when the same is required under the provisions of this act to be paid, the directors of the corporation may sell the stock of such delinquent [shareholder] stockholder at public auction to any person who will pay the highest price therefor, to be not less than the amount then due thereon, with the expenses of advertisement and sale, and the excess, if any, shall be paid to the delinquent [shareholder] stockholder. Three weeks'] Thirty days' previous notice of such sale shall be given in a daily newspaper published and of general circulation in the city of New York, and by mailing to such delinquent [shareholder] stockholder at his place of residence a written or printed notice stating names of such delinquent [shareholders] stockholders, number of shares in name of [such] each to be offered for sale, the amount due and unpaid on such shares, and the time and place of sale. If no bidder can be found who will pay for such stock the amount due thereon to the corporation and the cost of advertisement and sale, the amount previously paid shall be forfeited to the corporation, and such stock shall be sold as the directors may order within six months from the time of such forfeiture, and if not sold it shall be canceled and deducted from the capital stock of the corporation. If any such cancellation and reduction shall reduce the capital of the corporation below the minimum of capital required by this act, the capital stock shall, within thirty days from the date of such cancellation, be increased to the required amount, in default of which a receiver may be appointed to close up the business of the corporation.

SEC. 16. That if at any time it shall appear to the Comptroller of the Currency [, to his satisfaction,] that the capital stock of the corporation is impaired, the Comptroller] he may, with the approval of the Secretary of the Treasury, notify the directors of the said corporation to cause such impairment to be made good, by assessment upon the stockholders, as hereinafter provided; and if, within ninety days from the date of said notice, the capital shall be still impaired, the said Comptroller [of the Currency may, in his discretion, notify the directors that no further business can be done by said corporation until said capital is made good; and if said requirement to make good such impairment be not complied with within ninety days from the date of the second notice, [any circuit court of the United States may, upon the application of the Secretary of the Treasury, he may appoint a receiver for the said corporation, who shall, under [the] his direction [of the court], proceed to wind up its affairs; and a receiver may be appointed in like manner in case the corporation shall at any time become insolvent. Such receiver shall take possession of the books, records, and assets of every description of such association, collect all debts, dues, and claims belonging to it, and upon the order of a United States court of competent jurisdiction may sell or compound all bad or doubtful debts, and, on a like order, may sell all the assets of the corporation on such terms as the court shall direct, and may, if necessary to pay the debts of the association, enforce the individual liability of the stockholders. Such receiver shall pay over all moneys so made to the Treasurer of the United States, subject to the order of the Comptroller of the Currency, and shall also make a report to the Comptroller of all his acts and proceedings. From time to time the said Comptroller shall make

a ratable dividend of the moneys 80 paid over to him by such receiver on all such claims as may have been proven to his satisfaction or adjudicated in a court of competent jursidiction, and as the proceeds of the assets of such association are paid over to him shall make further dividends on all alaims previously proven or adjudicated, and the remainder of the assets, if any, shall be paid over to the stockholders of such association, or their legal representatives, in proportion to the stock by them, respectively, held.

SEC. 17. That if any [shareholder] stockholder or [shareholders] stockholders of the corporation shall neglect or refuse, after three months' ninety days' notice, to pay the assessment as provided for in the foregoing section, it shall be the duty of the board of directors to cause [an] a sufficient amount of his or their stock to be sold at public auction [sufficient] to pay the same. Thirty days' notice of such sale shall be given by publication in a newspaper published in the city in which the principal place of business of the corporation is located, and in a newspaper published in [the] every city or town in which any branch office of the corporation is located nearest to the residence of said delinquent shareholders], and by mailing notice as provided in section fifteen, and the balance of the proceeds of such sale, after paying the amount of such assessment and expenses of sale, shall revert to the owners of the stock so sold.

SEC. 18. That persons holding stock in such corporation as executors, administrators, guardians, or trustees shall not be personally subject to any liabilities as stockholders, but the estates and funds in their hands shall be liable in like manner and to the same extent as the testator, intestate, ward, or person interested in such funds would be if living or competent to act and hold the stock in his, her, or their

own name.

SEC. 19. That the corporation shall make to the Comptroller of the Currency not less than five reports during each year, according to the form which may be prescribed by him, verified by the oath or affirmation of the president or cashier thereof, and attested by the signature of at least five of the directors. Each such report shall exhibit in detail, and under appropriate heads, the resources and liabilities of the corporation at the close of business on any past day specified by the Comptroller, [and shall be transmitted to the Comptroller within five days after the receipt of a request or requisition thereof from him] and each branch shall transmit its report to the principal office within five days after the receipt of the request or requisition from the Comptroller, and the principal office shall transmit the consolidated report of the bank to the Comptroller within five days after the receipt of the reports from the various branches, and in the same form in which it is made to the Comptroller it shall be published in one newspaper in the city of Washington, in one newspaper in the city of New York, and in at least one newspaper in each city in which the said corporation shall have a branch office, and such proof of publication shall be furnished as may be required by the Comptroller. The Comptroller shall also have power to call for special reports whenever the same, in his judgment, are necessary to a full and complete knowledge of the condition of the corporation. The corporation shall also report to the Comptroller of the Currency, within ten days after declaring any dividend, the amount of such dividend and the amount of net earnings in excess of such dividend. Such reports shall be attested by the oath of the president or cashier of the corporation.

SEC. 20. That the Comptroller of the Currency, with the approval of the Secretary of the Treasury, shall, as often as shall be deemed necessary and proper, appoint a suitable person or persons to make an examination of the affairs of the corporation, who shall have power to make a thorough examination thereof, and in doing so to examine any of the officers or agents thereof on oath, and shall make to the Comptroller a full and detailed report of the condition of the corporation and the results of such examination. Any person or persons so appointed to make such examination shall receive such compensation as may be fixed by the Comptroller of the Currency, with the approval of the Secretary of the Treasury, which compensation shall be collected from the said corporation by the Comptroller and by him paid to such person or persons.

SEC. 21. That no dividends shall at any time be declared or paid upon the stock of the said corporation unless at the time of the declaration of the same there shall be undivided profits made in the business of said corporation actually in cash in the hands of its treasurer to an amount at least equal to the amount of such dividend. All such dividends shall be declared upon the outstanding shares of stock of said corporation equally in favor of such persons as appear at the date of the declaration of such dividend upon the books of said company to be stockholders therein, and shall be payable at a time to be fixed in such resolution, and in a manner and at a place provided by the by-laws of said corporation. But said corporation shall, before the declaration of a dividend, carry one-tenth part of its net profits of the preceding half year to its surplus fund until the same shall amount to fifty per centum of its capital stock.

SEC. 22. That said corporation and each and every branch thereof shall at all

times have and keep on hand in lawful money of the United States an amount equal to at least twenty five per centum of the aggregate amount of its deposits, which must be shown in the reports to the Comptroller herein before provided for in section nineteen.

SEC. 23. That no tax shall be imposed upon the property of said corporation, except upon real estate held by it, by any State, municipal, or other authority within the United States; but the several stockholders shall be liable to assessment and taxation upon the shares held by them at their respective places of residence according to its true value, and to the same extent and in the same manner as other personal property is there assessed and taxed.

SEC. 24. That the Government of the United States shall not be, and shall not be assumed to be, responsible for the debts, obligations, contracts, or liabilities of said corporation, or for any claims that may in any manner arise or be asserted against it. SEC. 25. That if the corporation hereby created or its officers shall fail to make and transmit any report required to be made by this act, it shall be subject to the penalty of one hundred dollars for each day after the periods respectively herein mentioned for the making and transmission of such report shall have expired, and all such penalties shall, if not promptly paid, be sued for and recovered in the name of the United States of America in any circuit court of the United States; and it is hereby made the duty of the Attorney-General of the United States, upon the request of the Comptroller of the Currency, to commence and prosecute any and all such actions for the purpose of recovering any and all such penalties. All moneys recovered in any such suit or suits shall be covered into the Treasury of the United States.

SEC. 26. That in case said corporation or its officers shall assume to exercise any power hereby prohibited or denied to said corporation, or shall borrow money in excess of the limit herein established, all right, privileges, and franchises of the said corporation shall be thereby forfeited. Such violation, however, shall be determined and adjudged by the circuit court of the United States, in a suit brought in the name of the people of the United States, before the association shall be declared dissolved, and the Attorney-General of the United States, upon the request of the Comptroller of the Currency, shall commence and prosecute such suit or suits, whenever so requested, in any circuit court of the United States to be selected by him; and when in such suit judgment of the dissolution of the said corporation may be entered, a receiver [or receivers] may be appointed for it, and all other proceedings taken necessary to wind up its affairs and distribute the proceeds of its property as provided in section sixteen of this act; and in cases of such violation every director who participated in or assented to the same shall be held liable in his personal and individual capacity for all damages which the corporation, its stockholders, or any other person shall have sustained in consequence of such violation.

SEC. 27. That if the said corporation or its officers at any time shall assume to exercise any powers not herein granted, the Comptroller of the Currency is hereby authorized and required to notify said corporation and its officers to desist from such use and to furnish him, within thirty days of the giving of such notice, proof that the said corporation and its officers have ceased to assume the exercise of such powers. Such notice shall be given by the delivery thereof to such officers of said corporation at its principal place of business. If the said corporation shall not furnish, before the expiration of said period of thirty days, satisfactory proof to the said Comptroller that the said corporation and its officers have desisted from the use of any power or powers not granted to it, the rights, privileges, and franchises of the corporation hereby formed shall be thereby forfeited, and such proceedings shall thereafter be taken as are provided in the case of the forfeiture of such rights, privileges, and franchises in the preceding section hereof.

SEC. 28. That any officer of the corporation, or any branch thereof, who shall violate any of the provisions of this act, or neglect to perform any duty herein required of him, and any director who shall knowingly acquiesce in or permit any such violation of this act or neglect of duty, shall be guilty of a misdemeanor, and upon conviction shall be fined in any sum not exceeding five thousand dollars, and imprisonment not less than one year nor more than five years, or both. Every president, director, cashier, teller, clerk, or other officer or agent of this corporation who embezzles, abstracts, or willfully misapplies any of the moneys, funds or credits of the corporation; or who, without authority from the directors, issues or puts in circulation any note of the corporation; or who, without such authority, issues or puts forth any certificate of deposit, draws any order or bill of exchange, makes any acceptance, assigns any note, bond, draft, bill of exchange, mortgage, judgment, or decree; or who makes any false entry in any book, report or statement of the corporation, with intent, in either case, to injure or defraud the corporation or any other company, body politic or corporate, or any individual person, or to deceive any officer of the corporation or any agent appointed to examine the affairs of the corporation; and every person who with like intent aids or abets any officer, clerk, or agent in any violation of this section shall be deemed guilty of a misdemeanor, and shall be imprisoned not less than five years nor more than ten.

SEC. 29. That the corporation hereby formed may go into liquidation and be closed by and with the written consent of its shareholders owning two-thirds of its stock. SEC. 30. That whenever [shareholders stockholders owning two-thirds of the stock of said corporation shall notify the officers thereof in writing of their desire that said corporation shall go into liquidation and be closed, it shall be the duty of the board of directors to cause notice of this fact to be certified under the seal of the corporation, by its president or cashier, to the Comptroller of the Currency, and to publish notice thereof for a period of two months immediately after the filing of such consent, in a newspaper published in the city of New York, which notice shall state that the said corporation is closed by its officers, and notify its creditors to present their claims against the said corporation for payment. At any time after the expiration of six months from the giving of such notice the board of directors or any stockholder of said corporation may commence suit in any circuit court of the United States for the judicial settlement of the business of said corporation, for the appointment of a receiver of its assets and property, and for a decree dissolving the same; and in any such suit the circuit court of the United States shall have, possess, and use all the powers and authority of courts of equity in such cases]; and the existence of the corporation shall continue only for the purpose of closing its affairs. The Comptroller of the Currency, at any time after the corporation has been placed in liquidation by its stockholders, may, upon becoming satisfied of its insolvency, appoint a receiver, who shall wind up its affairs in accordance with the provisions of section sixteen of this act. At any time after the expiration of six months from the date of the notice to the creditors of the bank to present their claims for payment, the board of directors or any stockholder of said bank may commence suit in any circuit court of the United States for the judicial settlement of the business of the corporation and for the appointment of a receiver of its assets and property; and in any such suit the circuit court of the United States shall have, possess, and use all the powers and authority of courts of equity in such cases.

SEC. 31. That the corporation herein provided for shall be organized and obtain the certificate of organization as herein before provided within two years from and after the passage of this act and not thereafter; and the power to repeal, amend, or alter this act in any and all respects is hereby reserved.

SEC. 32. That this act shall take effect immediately.

Mr. BROSIUS addressed the committee as follows:

Mr. CHAIRMAN AND GENTLEMEN OF THE COMMITTEE: The measure before us is H. R. 875. Its purpose is to carry into effect the recommendations of the International American Conference by the incorporation of an international American bank. Your subcommittee have reported the bill to the full committee with a favorable recommendation. It is proper to say in this connection that the bill has been carefully examined by the Comptroller of the Currency, and the amendments suggested by him have been made. As now framed it has the cordial approval of the Comptroller.

The bill has been drawn with great care, and it vests no powers in the proposed bank not necessary to enable it to execute its purpose effectively. The exercise of its powers is amply safeguarded, with a view to the protection of its shareholders, depositors, and those doing business with it. Complete visitorial power and control are vested in the Comptroller of the Currency. The Government is in no sense a party to the corporation, assumes no liability on its account, and is in no event responsible for its engagements. The only purpose in chartering the bank by act of Congress is to have an institution with a corporate franchise conferred by the Federal Government to inspire public confidence and secure safety through Government supervision and control. Foreign countries, taking note that the bank was projected by act of the Federal Government, a source of authority they are accustomed to recognize, would at once see the propriety of granting such concessions to their own people as would be necessary for the establishment of the branches contemplated by the bill.

The most effective provisions of the national banking act relating to periodical reports to the Treasury Department of the state of the bank's business and general publicity of its affairs, through newspaper publication, with full power vested in the Comptroller at all times to examine into its management and compel any impairment of its capital

stock to be made good, have been incorporated. The bill, in short, is thoroughly guarded and wisely adapted to the purpose intended, and I have no manner of doubt if it becomes a law it will realize the expectations of its most ardent friends.

Is the object it is intended to subserve a necessary or desirable one? This is the inquiry to which I wish briefly to address myself if I can have the attention of the committee.

The question how to promote commercial intercourse between the United States and the Republics south of us has engaged the minds of the great merchants and financiers of the countries concerned for many years. It was one of the subjects considered by the American International Conference in 1889. A somewhat exhaustive discussion of the subject in that body of eminent statesmen from all the American Republics resulted in the unanimous adoption of the following resolution:

Resolved, That the conference recommends to the Governments here represented the granting of liberal concessions to facilitate inter-American banking, and especially such as may be necessary for the establishment of an international American bank, with branches or agencies in the several countries represented in this conference.

COMMERCIAL INTERCOURSE WITH SOUTH AMERICA.

The people of the United States, in common with those of the Central and South American Republics, feel the importance of increasing commercial intercourse between the different portions of the American continent, and they believe that the development of such intercourse has been retarded by the lack of adequate facilities for exchange between the several countries, and their hope for a revival in trade is based upon the establishment of improved banking facilities which will emancipate these growing countries from their age-long servitude to the bankers of London and the continent of Europe.

No one has expressed the situation more tersely or more forcibly than Mr. Theodore C. Search, president of the National Association of Manufacturers, after a tour of observation through South America. He says:

As in our ocean commerce, so also in our financial relations with other countries, we are dependent largely upon the services rendered by foreign interests. Particularly in our dealings with the nations to the south of us we are in urgent need of direct international banking facilities. We do $150,000,000 worth of business with South America in a year, and yet all our balances have to be settled through English or European banking houses. In the great trade centers of South America the English, the German, the French, and the Italian have their banks, but I think that I am right in saying that there is not an American bank in all South America. Manifestly this is a serious hindrance to our trade.

The conditions of international trade which have given European countries, notably Great Britain, the lion's share of commercial intercourse with South America are brought into distinct view by the report of Gen. I. W. Avery, the commissioner to South America from the Cotton States and International Exposition, who visited that continent in the interest of the Exposition. He informs us that of the $911,000,000 foreign trade that South America does each year only $130,000,000, or one seventh, is done with the United States. Of the latter sum our country sells South America but $32,000,000, or one-fourth, and buys. $91,000,000, leaving a balance of $59,000,000 against us.

Embracing in our view all the Republics south of us, the figures are still more significant. The total foreign commerce of Mexico, Central and South America is about as follows:

Imports.

Exports....

Total

$557,504. 462

722, 364, 251

1, 279, 868, 713