524.523 Certificates representing shares.
1. The shares of a state bank incorporated as a stock corporation shall be represented by certificates signed by such officers, employees, or agents as are authorized by the articles of incorporation or bylaws to sign. If no contrary provisions are made in the articles of incorporation or bylaws, the certificates shall be signed by the president or a vice president and the cashier or an assistant cashier of the state bank.
2. Each share certificate must state on its face, at a minimum, all of the following:
a. The name of the issuing state bank and that it is organized under the laws of this state.
b. The name of the person to whom issued.
c. The number and class of shares and the designation of the series, if any, which the certificate represents.
d. The par value of each share represented by the certificate.
3. A state bank which is authorized to issue different classes of shares or different series within a class must do one of the following:
a. Summarize on the front or back of each certificate the designations, relative rights, preferences, and limitations applicable to each class; the variations in rights, preferences, and limitations determined for each series; and the authority of the board of directors to determine variations for future series.
b. State conspicuously on the front or back of each certificate that the state bank will furnish the shareholder this information on request in writing and without charge.
4. Each share certificate must be signed either manually or in facsimile by two officers as set forth in subsection 1, and may bear the corporate seal or its facsimile.
5. If the person who signed a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.
6. A certificate shall not be issued for any share until such share is fully paid.
[C71, 73, 75, 77, 79, 81, §524.502]
95 Acts, ch 148, §40
CS 95, §524.523
2012 Acts, ch 1017, §9, 18
Referred to in §524.521, 524.526
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