§274. Voting of stockholders

A. Except as otherwise provided in the articles, each stockholder of record shall have the right at every stockholders' meeting to one vote for each share standing in his name on the books of the state bank.

B. Cumulative voting is prohibited.

C.(1) A stockholder shall have the right to cast his vote either in person or, subject to the following provisions, by proxy duly authorized in writing, signed by the stockholder, and filed with the secretary at or before the meeting.

(2) The authority of the holder of a proxy to act shall not be revoked by the death of the stockholder who executed the proxy unless, before the authority is exercised, written notice of such death is received by the corporate officer responsible for maintaining the list of stockholders.

(3)(a) A proxy shall be revocable at will unless otherwise validly provided by agreement or by any provision of the proxy. The validity of every unrevoked proxy shall cease eleven months after the date of its execution unless some other definite period of validity shall expressly be provided therein, but in no case shall an outstanding proxy be valid for longer than three years.

(b) The revocation of a proxy, if revocable, shall not be effective until written notice thereof has been given to the secretary of the board or unless a proxy of later date is filed with the secretary at or before the meeting.

(4) A proxy regular on its face and signed in the name of a stockholder entitled to vote at the meeting shall be deemed valid unless challenged before it is voted, and the burden of proving invalidity shall be on the challenger.

(5) When shares are registered in the names of two or more persons, other than fiduciaries, a proxy signed by any one or more of them shall be deemed valid unless the state bank receives written notice to the contrary from a nonsigning registered holder before the proxy is voted.

D. A person whose shares are pledged shall be entitled to vote thereon unless and until such shares have been transferred on the books of the state bank to the pledgee, and thereafter the pledgee shall be entitled to vote thereon.

E.(1) Any person in whose name shares are registered in a fiduciary capacity may, so far as concerns the state bank, vote the same in person or by proxy for all purposes and without the necessity of any authorization by a court or of any judicial or other proceeding provided in particular laws. A legal representative, other than a receiver or trustee, may vote shares held by him, either in person or by proxy, without transfer of the shares into his name.

(2) When shares are registered in the names of three or more fiduciaries, voting thereof shall be in accordance with the will of the majority of the fiduciaries unless the instrument or order appointing the fiduciaries directs that the shares shall be voted in some other way. When, in any case, the fiduciaries are equally divided as to the manner of voting the shares registered jointly in their names, any court of competent jurisdiction may, upon petition filed by any of the fiduciaries or by any beneficiary, appoint an additional person to act with the fiduciaries in determining the manner in which the shares shall be voted on the particular questions as to which the fiduciaries are divided.

F. Except as provided in Subsection G of this Section, a state bank owning shares in another corporation may vote the same by its president, cashier, any vice president, or by proxy appointed in writing by any of such officers unless some other person appointed by bylaws or resolution of the board of directors to vote the shares shall produce a certified copy of such bylaws or resolution, in which case the other person shall be entitled to vote the shares.

G. Unissued shares shall be neither voted nor counted in calculating the voting power of stockholders of a state bank.

H. Except as otherwise provided in the articles or bylaws or in other provisions of this Chapter, a majority of votes actually cast shall decide any matter properly brought before a stockholders' meeting organized for the transaction of business, except that directors shall be elected by plurality vote.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985.