Full text of War Finance Corporation Act
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[P u b lic — N o . 121— 65t h C o n g r e s s .] [S. 3714.] An Act To provide further for the national security and defense; and, for the purpose of assisting in the prosecution of the war, to provide credits for industries and enterprises in the United States necessary or contributory to the prosecution of the war, and to supervise the issuance of securities, and lor other purposes. Be it enacted by the Senate and House o f Representatives o f the United States o f America in Congress assembled, T i t l e I . —W ak F in a n c e C o r p o r a t i o n . That the Secretary of the Treasury and four additional persons (who shall be the directors first appointed as hereinafter provided), are hereby created a body corporate and politic in deed and in law by the name, style, and title of the “ War Finance Corporation” (herein called the Corporation), and shall have succession for a period of ten years: Provided, That in no event shall the Corporation exercise any of the powers conferred by this Act, except such as are incidental to the liquidation of its assets and the winding up of its affairs, after six months after the termination of the war, the date of such ter mination to be fixed by proclamation of the President of the United States. Seo. 2. That the capital stock of the Corporation shall be $500,000,000, all of which shall be subscribed by the United States of America, and such subscription shall be subject to call upon the vote of three-fifths of the board of directors of the Corporation, with the approval of the Secretary of the Treasury, at such time or times as may be deemed advisable; and there is hereby appropriated, out of any money in the Treasury not otherwise appropriated, the sum of $500,000,000, or so much thereof as may be necessary for the pur pose of making payment upon such subscription when and as called. Keceipts for payments by the United States of America for or on account of such stock shall be issued by the Corporation to the Sec retary of the Treasury, and shall be evidence of slock ownership. S ec. 3. That the management of the Corporation shall be vested in a board of directors, consisting of the Secretary of the Treasury, who shall be chairman of the board, and four other persons, to be appointed by the President of the United States, by and with the advice and consent of the Senate. No director, officer, attorney, agent, or employee of the Corporation shall in any manner, directly or indirectly, participate in the determination of any question affecting his personal interests, or the interests of any corporation, partnership, or association, in which' he is directly or indirectly interested; and each director shall.devote his time, not otherwise required bv the business of the United States, principally to the business of the Corporation. Before entering upon his duties, each of the four directors so appointed, and each officer, shall take an oath faithfully to discharge the duties of his office. Nothing con 2 121.) tained in this or any other Act shall be construed to prevent the appointment as a director of the Corporation of any officer or em ployee under thp United States or of a director of a Federal reserve bank. Of the four directors so appointed, the President of the United States shall designate two to serve for two years, and two for four years; and thereafter each director so appointed shall serve for four years. Whenever a vacancy shall occur among the ‘directors so appointed, the person appointed director to fill any such vacancy shall hold office for the unexpired term of the member whose place he is selected to fill. Any director shall be subject to removal by the President of the United States. Three members of the board of directors shall constitute a quorum for the transaction of business. S e c . 4. That the four directors of the Corporation •appointed as hereinbefore provided shall receive annual salaries, payable monthly, of ‘ $12,000. Any director receiving from the United States any salary or compensation for services shall not receive as salary from the Corporation any amount which, together with any salary or compensation received from the United States, would make the total amount paid to him by the United States and by the Corporation exceed $12,000. S e c . 5. That the principal office of the Corporation shall be located in the District of Columbia, but there may be established agencies or branch offices in any city or cities of the United States under rules and regulations prescribed by the board of directors. S e c . 6. That the Corporation shall be empowered and authorized to adopt, alter, and use a corporate seal; to make contracts; to pur chase or lease and hold or dispose of such real estate as may be necessary for the prosecution of its business; to sue and be sued; to complain and defend in any court of competent jurisdiction, State or federal; to appoint, by its board of directors, and fix the com pensation of such officers, employees, attorneys, and agents as are necessary for the transaction of the business of the Corporation, to define their duties, require bonds of them and fix the penalties thereof, and to dismiss at pleasure such officers, employees, attorneys, and agents; and to prescribe, amend, and repeal, by its board of directors, subject to the approval of the Secretary of the Treasury, by-laws regulating the manner in which its general business may be conducted and the privileges granted to it by law may be exercised and enjoyed, and prescribing the powers and duties of its officers and agents. S e c . 7. That the Corporation shall be empowered and authorized to make advances, upon such terms, not inconsistent herewith, as it may prescribe, for periods not exceeding five years from the re spective dates of such advances: (1) To any bank, banker, or trust company, in the United States, which shall have made after April sixth, nineteen hundred and sev enteen, and which shall have outstanding, any loan or loans to any person, firm, corporation, or association, conducting an established and going business in the United States, whose operations shall be necessary or contributory to the prosecution of the war, and evi denced by a note or notes, but no such advance shall exceed seventyfive per centum of the face value of such loan or loans; and (Pub. 121.j 3 (2) To any bank, banker, or trust company, in the United States, which shall have rendered financial assistance, directly or indirectly, to any such person, firm, corporation, or association by the purchase after April sixth, nineteen hundred and seventeen, of its bonds or other obligations, but no such advance shall exceed seventy-five per centum oi the value of such bonds or other obligations at the time of such advance, as estimated and determined by the board of directors of the Corporation. All advances shall be made upon the promissory note or notes of such bank, banker, or trust company, secured by the notes, bonds, or other obligations, which are the basis of any such advance by the Corporation, together with all the securities, if any, which such bank, banker, or trust company may hold as collateral for such notes, bonds, or other obligations. The Corporation shall, however, have power to make advances (a) up to one hundred per centum of the face value of any such loan made by any such bank, banker, or trust company to any such per son, firm, corporation, or association, and (b) up to one hundred per centum of the value at the time of any such advance (as estimated and determined by the board of directors of the Corporation) of such bonds or other obligations by the purchase of which financial assist ance shall have been rendered to such person, firm, corporation, or association: Provided, That every such advance shall be secured in the manner described in the preceding part of this section, and in addition thereto by collateral security, to be furnished by the bank, banker, or trust company, of such character as shall be prescribed by the board of directors, of a value, at the time of such advance (as estimated and determined by the board of directors of the Corpora tion), equal to at least thirty-three per centum of the amount ad vanced by the Corporation. The Corporation shall retain power to require additional security at any time. S e c . 8. That the Corporation shall be empowered and authorized to make advances from time to time, upon such terms, not incon sistent herewith, as it may prescribe, for periods not exceeding one year, to any savings bank, banking institution or trust company, in the United States, which receives savings deposits, or to any building and loan association in the United States, on the promissory note or notes of the borrowing institution, whenever the Corporation shall deem such advances to be necessary or contributory to the prosecu tion of the war or important in the public interest: Provided, That such note or notes shall be secured by the pledge of securities of such character as shall be prescribed by the board of directors of the Cor poration, the value of which, at the time of such advance (as esti mated and determined by the board of directors of the Corporation) shall be equal in amount to at least one hundred and thirty-three per centum of the amount of such advance. The rate of interest charged on any such advance shall not be less than one per centum per annum in excess of the rate of discount for ninety-day commer cial paper prevailing at the time of such advance at the Federal reserve bank of the district in which the borrowing institution is located, but such rate of interest shall in no case be greater than the average rate receivable by the borrowing institution on its loans and investments made during the six months prior to the date of the advance, except that where the average rate so receivable by the 4 fFUB. 121.] borrowing institution is less than such rate of discount for ninetyday commercial paper the rate of interest on such advance shall be equal to such rate of discount. The Corporation shall retain power to require additional security at any time. S e c . 9. That the Corporation shall be empowered and authorized, in exceptional cases, to make advances directly to any person, firm, corporation, or association, conducting an established and' going business in the United States, whose operations shall be necessary or contributory to the prosecution of the war (but only for the purpose of conducting such business in the United States and only when in the opinion of the board of directors of the Corporation such person, firm, corporation, or association is unable to obtain funds upon reasonable terms through banking channels or from the general public), for periods not exceeding five years from the respective dates of such advances, upon such terms, and subject to such rules and regulations as may be prescribed by the board of directors of the Corporation. In no case shall the aggregate amount of the advances made under this section exceed at any one time an amount equal to twelve and one-half per centum of the sum of (1) the authorized capital stock of the Corporation plus (2) the aggregate amount of bonds of the Corporation authorized to be outstanding at any one time when the capital stock is fully’ paid in. Every such advance shall be secured by adequate security of such character as shall be prescribed by the board of directors of a value at the time of such advance (as estimated and determined by the board of directors), equal to (except in case of an advance made to a railroad in the pos session and control of the President, for the purpose of making additions, betterments or road extensions to sucn railroad) at least one hundred and twenty-five per centum of the amount advanced by the Corporation. The Corporation shall retain power to require additional security at any time. The rate of interest charged on any such advance shall not be less than one per centum per annum in excess of the rate of discount for ninety-day commercial paper prevailing at the time of such advance at the Federal reserve bank of the district in which the borrower is located. S e c . 10. That in no case shall the aggregate amount of the advances made under this title to any one person, firm, corporation, or associ ation exceed at any one time an amount equal to ten per centum of the authorized capital stock of the Corporation, but this section shall not apply in the case of an advance made to a railroad in the posses sion and control of the President, for the purpose of making additions, betterments or road extensions to such railroad. S e c . 11. That the Corporation shall be empowered and authorized to subscribe for, acquire, and own, buy, sell, and deal in bonds and obligations of the United States issued or converted after September twenty-fourth, nineteen hundred and seventeen, to such extent as the board of directors, with the approval of the Secretary of the Treasury, may from time to time determine. S e c . 12. That the Corporation shall be empowered and authorized to issue and have outstanding at any one time its bonds in an amount aggregating not more than six times its paid-in capital, such bonds to mature not less than one year nor more than five years from the respective dates of issue, and to bear such rate or rates of interest, ana may be redeemable before maturity at the option of the Corpo (Pub. 121.] 5 ration, as may be determined by the board of directors, but such rate or rates of interest shall be subject to the approval of the Secretary of the Treasury. Such bonds shall have a first and paramount float ing charge on all the assets of the Corporation, and the Corporation shall not at any time mortgage or pledge any of its assets. Such bonds may be issued at not less than par in payment of any advances authorized by this title, or may be offered for sale publicly or to any individual, firm, corporation, or association, at such price or prices as the board of directors, with .the approval of the Secretary of the Treasury, may determine. Upon such terms not inconsistent herewith as may be determined from time to time by the board of directors, with the approval of the Secretary of the Treasury, at or before the issue thereof, any of such bonds may be issued payable in any foreign money or foreign moneys, or issued payable at the option of the respective holders thereof either in dollars or in any foreign money or foreign moneys at such fixed rate of exchange as may be stated in any such bonds. For the pur pose of determining the amount of bonds issued payable in any foreign money or foreign moneys the dollar equivalent shall be deter mined by the par of exchange at the date of issue thereof, as estimated by the Director of the Mint and proclaimed by the Secretary of the Treasury in pursuance of the provisions of section twenty-five of the Act entitled “An Act to reduce taxation, to#provide revenue for the Government, and for other purposes,” approved August twentyseventh, eighteen hundred ana ninety-four. Sec. 13. That the Federal reserve banks shall be authorized, subject to the maturity limitations of the Federal reserve Act and to regulations of the Federal Reserve Board, to discount the direct obligations of member banks secured by such bonds of the Corpora tion and to rediscount eligible paper secured by such bonds and indorsed by a member bank. No discount or rediscount under this section shall be granted at a less interest charge than one per centum per annum above tha prevailing rates for eligible commercial paper of corresponding maturity. Any Federal reserve bank may, with the approval of the Federal Reserve Board, use any obligation or paper so acquired for any purose for which it is authorized to use obhgations or paper secured by onds or notes of the United States not bearing the circulation privi lege : Provided, however, That whenever Federal reserve notes are issued against the security of such obhgations or paper the Federal Reserve Board may make a special interest charge on such notes, which, in the discretion of the Federal Reserve Board, need not be applicable to other Federal reserve notes which may from time to time be issued and outstanding. All provisions of law, not inconsistent herewith, in respect to the acquisition by any Federal reserve bank of obhga tions or paper secured by such bonds or notes of the United States, and in respect to Federal reserve notes issued against the security of such obligations or paper, shall extend, in so far as applicable, to the acquisition of obhgations or paper secured by the bonds of the Corporation and to the Federal reserve notes issued against the security of such obhgations or paper. S ec. 14. That the Corporation shall not exercise any of the powers granted by this title or perform any business except such as is inci dental ana necessarily preliminary to its organization until it has E 6 [Pub. 121.] been authorized by the President of the United States to commence business under the provisions of this title. S e c . 15. That all net earnings of the Corporation not required for its operations shall be accumulated as a reserve fund until such time as the Corporation liquidates under the terms of this title. Such reserve fund shall, upon the direction of the board of directors, with thd approval of the Secretary of the Treasury, be invested in bonds and obligations of the United States, issued or converted after September twenty-fourth, nineteen hundred and seventeen, or upon like direction and approval may be deposited in member banks of the Federal Reserve System, or in any of the Federal reserve banks, or be used from time to time, as well as any other funds of the Cor poration, in the purchase or redemption of any bonds issued by the Corporation. The Federal reserve banks are hereby authorized to act as depositaries for and as fiscal agents of the Corporation in the general performance of the powers conferred by this title. Begin ning six months after the termination of the war, the date of such termination to be fixed by a proclamation of the President of the United States, the directors of the Corporation shall proceed to liqui date its assets and to wind up its affairs, but the directors of the Cor poration, in their discretion, may, from time to time, prior to such date, sell and dispose of any securities or other property acquired by the Corporation. Any balance remaining after the payment of all its debts shall be paid into the Treasury of the United States as miscellaneous receipts, and thereupon the Corporation shall be dis solved. S e c . 16. That any and all bonds issued by the Corporation shall be exempt, both as to principal and interest, from all taxation now or hereafter imposed by the United States, any State, or any of the pos sessions of the United States, or by any local taxing authority, except (a) estate or inheritance taxes, and (b) graduated additional income taxes, commonly known as surtaxes, and excess-profits and war-profits taxes, now or hereafter imposed by the United States, upon the income or profits of individuals, partnerships, corporations, or associations. The interest on an amount of such bonds the prin cipal of which does not exceed in the aggregate $5,000, owned by any individual, partnership, corporation, or association, shall be exempt from the taxes referred to in clause (b). The Corporation, including its franchise and the capital and reserve or surplus thereof, and the income derived therefrom, shall be exempt from all taxation now or hereafter imposed by the United States, any State, or any of the possessions of the United States, or by any local taxing authority, except that any real property of the Corporation shall be subject to State, county, or municipal taxes to the same extent, according to its value, as other real property is taxed. S e c . 17. That the United States shall not be liable for the pay ment of any bond or other obligation or the interest thereon issued or incurred by the Corporation, nor shall it incur any liability in respect of any act or omission of the Corporation. S e c . 18. T h a t w h o ev er (1) m a k e s a n y sta te m e n t, k n o w in g it to be false, fo r the purpose o f o b ta in in g fo r h im self or fo r a n y oth er person, firm , corporation , or a ssociation a n y a d v a n ce u nder th is title, sh all b e p u n ish ed b y a fine of n o t m o re th an $ 1 0 ,0 0 0 , or b y im p riso n m e n t fo r n o t m o r e th a n fiv e y ea rs, o r b o th . |PUB. 121.] 7 Whoever willfully overvalues any security by which any such advance is secured, shall be punished by a fine of not more than $5,000, or by imprisonment for not more than two years, or both. Whoever (1) falsely makes, forges, or counterfeits any bond, coupon, or paper in imitation of or purporting to be in imitation of a bond or coupon issued by the Corporation; or (2) passes, utters, or publishes, or attempts to pass, utter, or publish, any false, forged, or counterfeited bond, coupon, or paper purporting to be issued by the Corporation, knowing the same to be falsely made, forged, or counterfeited; or (3) falsely alters any snch bond, coupon, or paper; or (4) passes, utters, or publishes as true any falsely altered 0£ spurious bond, coupon, or paper issued or purporting to have been issued by the Corporation, knowing the same to be falsely altered or spurious, shall be punished by a fine of not more than $10,000, or by imprisonment for not more than five years, or both. Whoever, being connected in any capacity with the Corporation, (1) embezzles, abstracts, or willfully misapplies any moneys, funds, or credits thereof, or (2) with intent to defraud the Corporation or any other company, body politic or corporate, or any individual, or to deceive any officer of the Corporation, (a) makes any false entry in any book, report, or statement of the Corporation, or (b) without authority from the directors draws any order or assigns any note, bond, draft, mortgage, judgment, or decree thereof, shall be pun ished by a fine of not more than $10,000, or by imprisonment for not more tnan five years, or both. The Secretary of the Treasury is hereby authorized to direct and use the Secret Service Division of the Treasury Department to de tect, arrest, and deliver into custody of the United States marshal having jurisdiction any person committing any of the offenses pun ishable under this section. S e o . 19. That the Corporation shall file quarterly reports with the Secretary of the Senate and with the Clerk of the House of Repre sentatives, stating as of the first day of each month of the quarter just ended (1) the total amount of capital paid in, (2) the total amount of bonds issued, (3) the total amount of bonds outstanding, (4) the total amount of advances made under each of sections seven, eight, and nine, (5) a list of the classes and amount of securities taken under each of such sections, (6) the total amount of advances outstanding under each of sections seven, eight, and nine, and (7) such other information as may be hereafter required by either House of Congress. The Corporation shall make a report to Congress on the first day of each regular session, including a detailed statement of receipts and expenditures. S e o . 20. Section fifty-two hundred and two of the Revised Statutes of the United States is hereby amended so as to read as follows: “ Sec. 5202. No national banking association shall at any time be indebted, or in any way liable, to an amount exceeding the amount of its capital stock at such time actually paid in and remaining un diminished by losses or otherwise, except on account of demands of the nature following: 11First. Notes of circulation. “ Second. Moneys deposited with or collected by the association. 8 jPtTB. 1210 Third. Bills of exchange or drafts drawn against money actually on deposit to the credit of the association, or due thereto. “ Fourth. Liabilities to the stockholders of the association or divi dends and reserve profits. “ Fifth. Liabilities incurred under the provisions of the Federal Reserve Act. “ Sixth. Liabilities incurred under the provisions of the War Finance Corporation Act.” T it l e I I . — Ca p i t a l I s s u e s C o m m i t t e e . S e c . 2 0 0 . That there is hereby created a committee to b e k n o w n as the “ Capital Issues Committee,” hereinafter called the Committee, and to be composed of seven members to be appointed by the Presi dent of the United States, by and with the advice and consent of the Senate. At least three of the members shall be members of the Federal Reserve Board. No member, officer, attorney, agent, or employee of the Committee shall in any manner, directly or indirectly,,participate in the deter mination of any question affecting his personal interests, or the inter est of any corporation, partnership, or association in which he is directly or indirectly interested. Before entering upon his duties, each member and officer shall take an oath faithfully to discharge the duties of his office. Nothing contained in this or any other Act shall be construed to prevent the appointment as a member of the Committee, of any officer or employee under the United States or of a director of a Federal reserve bank. The terms during which the several members of the Committee shall respectively hold office shall be determined by the President of the United States, and the compensation of the several members of the Committee who are not members of the Federal Reserve Board shall be $7,500 per annum, payable monthly, but if any such member receives any other compensation from any office or employment under the United States the amount so received shall be deducted from such salary, and if such other compensation is $7,500 or more, such member shall receive no salary as a member of the Committee. Any member shall be subject to removal by the President of the United States. The President shall designate one of the members as chairman, but any subsequent vacancy in the chairmanship shall be filled by the Committee. Four members of the Committee shall constitute a quorum for the transaction of business. S e c . 201. That the Committee may employ and fix the compen sation of such officers, attorneys, agents, and other employees as may be deemed necessary to conduct its business, who snail be appointed without regard to the provisions of the Act entitled “ An Act to regulate and improve the civil service of the United States,” approved January sixteenth, eighteen hundred and eighty-three (Volume twenty-two, United States Statutes at Large, page four hundred and three), and amendments thereto or any rules or regu lations made in pursuance thereof. No such officer, attorney, agent, or employee shall receive more compensation than persons perform ing services of like or similar character under the Federal Reserve Board IPub . 121 .j 9 S e c . 2 0 2 . That all the expenses of the Committee, including all necessary expenses for transportation incurred by the members or by its officers, attorneys, agents, or employees under its orders in making an investigation or upon official business in any other places than at their respective headquarters, shall be allowed and paid on the presentation of itemized vouchers therefor approved by the chairman. The Committee may rent suitable offices for its use, and purchase such furniture, equipment, and supplies as may be necessary, but shall not expend more than $10,000 annually ,for offices in the Dis trict of Columbia. The principal office of the Committee shall be in the District of Columbia, but it may meet and exercise all its powers at any other place. The Committee may, by one or more of its members, or by such agents as it may designate, prosecute any inquiry necessary to its duties in any part of the United States. S e c . 203. That the Committee may, under rules and regulations to be prescribed by it from time to time, investigate, pass upon, and determine whether it is compatible with the national interest that there should be sold or offered for sale or for subscription any issue, or any part of any issue, of securities hereafter issued by any per son, firm, corporation, or association, the total or aggregate par or , face value of which issue and any other securities issued by the same person, firm, corporation, or association since the passage of this Act is in excess of $100,000. Shares of stock of any corporation or asso ciation without nominal or par value shall for the purpose of this section be deemed to be of the par value of $100 each. Any securi ties which upon the date of the passage of this Act are in the pos session or control of the corporation, association, or obligor issuing the same shall be deemed to have been issued after the passage of this Act within the meaning hereof. Nothing in this title shall be construed to authorize such Com mittee to pass upon (1) any borrowing by any person, firm, corpora^ tion, or association in the ordinary course of business as distinguished from borrowing for capital purposes, (2) the renewing or refunding of indebtedness existing at the time of the passage of this Act, (3) the resale of any securities the sale or offering of which the Committee has determined to be compatible with the national interest, (4) any securities issued by any railroad corporation the property of which may be in the possession and control of the President of the United States, or (5) any bonds issued by the War Finance Corporation. Nothing done or omitted by the Committee hereunder,shall be construed as carrying the approval of the Committee or of the United States of the legality, validity, worth, or security of any securities. S e c . 2 0 4 . That there is hereby appropriated out of any money in the Treasury not otherwise appropriated, for the remainder of the fiscal year ending June thirtieth, nineteen hundred and eighteen, and the fiscal year ending June thirtieth, nineteen hundred and nineteen, the sum of $200,000 for the purpose of defraying the expenses of the establishment and maintenance of the Committee, including the pay ment of'the salaries and rents herein authorized. S e c . 205. That the Committee shall make a report to Congress on the first day of each regular session, including a detailed statement 10 IPUB 121. of receipts and expenditures, and also including- the names of all officers and employees and the salary paid to each. S e c . 2 0 6 . That this title shall continue in effect until, but not after, the expiration of six months after the termination of the war, the date of such termination to be determined by a proclamation of the President of the United States, but the President may at any time by proclamation declare that this title is no longer necessary, and thereupon it shall cease to be in effect. T it l e III.— M i s c e l l a n e o u s . S e c . 300. That whoever willfully violates any of the provisions of this Act, except where a different penalty is provided in this Act, shall, upon conviction in any court of the United States of competent jurisdiction, be fined not more than $10,000 or imprisoned for not more than one year, or both; and whoever knowingly participates in any such violation, except where a different penalty is provided in this Act, shall be punished by a like fine or imprisonment, or both. S e c . 301. That no stamp tax shall be required or imposed upon a promissory note secured by the pledge of bonds or obligations of the United States issued after April twenty-fourth, nineteen hundred and seventeen, or secured by the pledge of a promissory note which itself is secured by the pledge of such bonds or obligations: Provided, That in either case the par value of such bonds or obligations shall equal the amount of such note. S e c . 3 0 2 . That if any clause, sentence, paragraph, or part of this Act shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid, or, in case any court of competent juris diction shall adjudge to be invalid any provisions hereof in respect of any class or classes of securities, such judgment shall not affect, impair, or invalidate the remainder of this Act, but shall be confined in its operation to the clause, sentence, paragraph, part, or subject matter of this Act directly involved m the controversy in which such judgment shall have been rendered. S e c . 3 0 3 . That the term “ securities,” as used in this Act, includes stocks, shares of stock, bonds, debentures, notes, certificates of indebtedness, and other obligations. S e c . 304. That the right to amend, alter, or repeal this Act is hereby expressly reserved. S e c . 3 0 5 . That the short title of this Act shall be the “ War Finance Corporation Act. ” S e c . 3 0 6 . T h a t all provisions of any Act or Acts inconsistent with the provisions of this Act are hereby repealed. Approved, April 5, 1918.