PART III. AMENDMENT AND RESTATEMENT OF ARTICLES

§231. Method of amending articles generally

A. A state bank may in the manner herein provided amend its articles in any respect to include or change any provision authorized by this Chapter or to omit any provision not required by this Chapter.

B. Except as hereinafter provided in this Section, an amendment altering the articles may be adopted by two-thirds of the voting power present or by such larger or smaller vote, not less than a majority of the voting power present, as the articles may require, at an annual or special meeting of stockholders the notice of which sets forth the proposed amendment or a summary of the changes to be made thereby.

C.(1) Prior to the adoption of the amendment, the proposed amendment shall be submitted to the commissioner for his approval. The commissioner shall review the amendment, and if it is in a form acceptable to him, does not reduce capital stock below an amount necessary for the safe and sound operation of the bank, and does not violate any provisions of law or any regulation issued by him, he shall issue a letter of approval of the amendment. No proposed amendments or restatement shall be valid unless a letter of approval has been issued by the commissioner.

(2) If an amendment is adopted by the shareholders and the bank failed to comply with the prior notice requirements of Paragraph (1) of this Subsection, the bank shall submit after-the-fact notification to the commissioner, accompanied by the appropriate fee. If the commissioner finds that the submission complies with this Subsection, absent the timely notification, he shall issue a letter of approval of the amendment.

D.(1) If an amendment would adversely affect the rights of the holders of shares of any class or series, then, in addition to the vote required by Subsection B of this Section, the holders of each class or series of shares so affected by the amendment shall be entitled to vote as a class upon such amendment, whether or not by the terms of the articles such class or series is entitled to vote; and the vote of the holders of two-thirds, or such larger or smaller proportion not less than a majority as the articles may require, of the shares of each class or series so affected by the amendment, present or represented at the meeting, shall be necessary for the adoption thereof.

(2) Except as otherwise provided in the articles, the rights of a stockholder shall not be considered adversely affected unless the amendment, otherwise than as permitted by the articles:

(a) Alters or abolishes any preferential right of his shares having preferences;

(b) Alters or abolishes any preemptive right in respect of his shares;

(c) Creates or alters, other than to abolish, any restriction on transfer applicable to his shares;

(d) Excludes or limits his right as a stockholder to vote on a matter, except as such right may be limited by voting rights of new shares then being authorized of an existing or new class; or

(e) Alters or abolishes any right of his shares to receive dividends, except as such right may be affected by dividend rights of new shares then being authorized of an existing or new class.

E.(1) In the event that the duration of a state bank as fixed in the articles may heretofore have expired or may hereafter expire without any action having been taken with reference thereto and without proceedings having been undertaken or instituted to dissolve and wind up the state bank, the articles may be so amended as to extend the duration of the state bank as specified in the articles in the same manner and with the same force and effect as if the articles had been amended prior to the expiration of the duration of the state bank as set forth in the articles, except that if the state bank's name is no longer available for use by it, its name shall be changed appropriately.

(2) The declaration in the minutes of the meeting of the stockholders, at which the articles are amended by extending the duration of the state bank, that prior to the expiration of the duration of the state bank no action had been taken with reference thereto and that no proceedings had been undertaken or instituted to dissolve and wind up the state bank shall constitute prima facie evidence of those facts.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2003, No. 55, §1, eff. May 23, 2003.