(1) When a notice is required to be given to stockholders under this code, or the charter or bylaws of any state bank, a waiver thereof in writing, signed by the person entitled to said notice, either before or after the time stated therein, shall be deemed equivalent thereto.
If the vote of stockholders at a meeting thereof is required or permitted to be taken inconnection with any corporate action by any section of this code, the meeting and vote of stockholders may be dispensed with, if all of the stockholders who would have been entitled to vote upon the action if such meeting were held consent in writing to such corporate action being taken.
In the event that the action that is consented to is such as would have required thefiling of a certificate under any of the other sections of this code if such action had been voted upon by the stockholders at a meeting thereof, the certificate filed under such other section shall state that written consent has been given under this section, in lieu of stating that the stockholders have voted upon the corporate action in question, if such last mentioned statement is required thereby.
Source: L. 2003: Entire article added with relocations, p. 1089, § 3, effective July 1.
Editor's note: This section is similar to former § 11-3-116 as it existed prior to 2003. 11-103-405. Amendment of articles - change of location - authorized but unissued stock. (1) A state bank may apply to the banking board to amend its articles of incorporation or to change its location.
An application for an amendment of the articles of incorporation to change the authorized capital and the number and par value of the shares, to acquire or abandon trust powers, or to change its location shall be authorized by the vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders. Any other application may be authorized by the vote of a majority of the outstanding voting stock voted at a meeting of the stockholders.
Notice of the application shall be sent to such persons and organizations as the banking board may require.
The banking board shall approve an application:
To change the name of the corporation if the proposed name is not deceptive ormisleading;
To increase the total capital by increasing the amount of capital stock; but an amendment increasing the total capital shall not become effective until the banking board finds that the new capital has been fully paid in cash; except that amendments increasing the capital stock of the bank in the category of authorized but unissued stock shall be approved pursuant to the provisions of subsection (6) of this section.
In making its determination thereon, the banking board shall consider whether thepublic need and advantage would be served by granting the application and shall be guided by the standards prescribed for the approval of an application for a charter, insofar as they are reasonably applicable. In making its determination upon an application for change of location, the banking board shall consider the need and advantage of both the community or area of the community in which the bank will be located and the community or area of the community from which the bank will be moved.
A state bank, upon application to and approval by the banking board and by vote oftwo-thirds of the outstanding voting stock voted at a meeting of the stockholders, by an amendment of the articles of incorporation, may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock. Such authorized but unissued stock may be issued from time to time to employees of the bank pursuant to stock option or stock purchase plans adopted in accordance with the provisions of section 11-103-101 (2)(h), or in exchange for convertible preferred stock or convertible capital debentures in accordance with the terms and provisions of such securities. Authorized but unissued stock may also be issued from time to time for such other purposes and considerations as may be approved by the board of directors of the state bank and the banking board.
Source: L. 2003: Entire article added with relocations, p. 1089, § 3, effective July 1.
Editor's note: This section is similar to former § 11-3-117 as it existed prior to 2003.