13-2-308. Preferred stock.
(a) A bank may issue one (1) or more classes of preferred stock upon the approval of two-thirds (2/3) of the stockholders pursuant to this section and the approval of the state banking commissioner.
(b) Copies of the directors' and stockholders' minutes approving the issuance bearing the approval of the state banking commissioner shall be filed in the office of the secretary of state and treated as an amendment to the articles of incorporation.
(c) At a board of directors' meeting called on not less than one (1) days notice, the directors may adopt a resolution calling for the issuance of preferred shares. The directors shall then call a meeting of the stockholders of the corporation, giving not less than five (5) days notice for the purpose of stockholder approval.
(d) The voting rights and manner of retirement of preferred shares shall be as adopted in the resolution of the stockholders authorizing their issuance subject to the provisions of the articles of incorporation and the approval of the state banking commissioner.
(e) The holders of the preferred stock of the highest class shall be entitled to cumulative dividends of up to six percent (6%) per year before dividends are paid on any other stock. The holders of preferred stock of subsequent classes shall next be entitled to cumulative dividends of up to six percent (6%) in order of preference before dividends are paid to the holders of common stock. In any liquidation no payment shall be made to the holders of common stock until the holders of preferred stock have been paid the full par value of their stock and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are not liable for assessments to restore impairment of capital or for any liability imposed by law on common stock or the holders of common stock.
(g) No issue of preferred stock is valid until the entire par value of the shares has been paid in cash or until arrangements satisfactory to the state banking commissioner have been made for payment.
(h) The par value of preferred stock shall be included in any determination of required capital under this act.
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