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23-48-307. Objects and method of charter amendment.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-307. Objects and method of charter amendment.
(a) Any state bank, through amendment to its articles of incorporation, may from time to time do the following, which shall be in addition to all things it may otherwise do through amendment under the Arkansas Banking Code of 1997:
(1) Change its corporate name;
(2) Change, enlarge, or diminish its corporate purposes, in accordance with the applicable state law;
(3) Increase or decrease its authorized capital stock, subject to the limitations and in the manner set out in § 23-48-311;
(4) Effect splits of its shares or a distribution of some portion of its assets, other than cash or its own stock; and
(5) Effect any fundamental change in its corporate affairs which may be accomplished by charter amendment under any other statute of Arkansas.
(b) Articles of incorporation of a state bank may be amended at any annual or special meeting of the stockholders.
(c) Except as provided in § 23-48-313(a)(1)(C), unless a greater percentage of votes is required in the articles of incorporation for an amendment of any provision of the articles of incorporation, an amendment to the articles of incorporation may be adopted on the affirmative vote of the owners of a simple majority of each class of stock entitled to vote on the proposed amendment.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-307
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-48-307
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 8ea97134493909e322743ee60755097eecc3025a6e18513cff073e911b235b9e
Source location: content.xml paragraph 23470
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23-48-307. Objects and method of charter amendment.
(a) Any state bank, through amendment to its articles of incorporation, may from time to time do the following, which shall be in addition to all things it may otherwise do through amendment under the Arkansas Banking Code of 1997:
(1) Change its corporate name;
(2) Change, enlarge, or diminish its corporate purposes, in accordance with the applicable state law;
(3) Increase or decrease its authorized capital stock, subject to the limitations and in the manner set out in § 23-48-311;
(4) Effect splits of its shares or a distribution of some portion of its assets, other than cash or its own stock; and
(5) Effect any fundamental change in its corporate affairs which may be accomplished by charter amendment under any other statute of Arkansas.
(b) Articles of incorporation of a state bank may be amended at any annual or special meeting of the stockholders.
(c) Except as provided in § 23-48-313(a)(1)(C), unless a greater percentage of votes is required in the articles of incorporation for an amendment of any provision of the articles of incorporation, an amendment to the articles of incorporation may be adopted on the affirmative vote of the owners of a simple majority of each class of stock entitled to vote on the proposed amendment.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-311. Increase or decrease of capital stock.
(a) The authorized capital stock of any state bank may be increased or decreased by amendment to its articles of incorporation, subject to the requirements pertaining to such amendments contained in §§ 23-48-307 and 23-48-308.
(b) A capital stock increase may be effected by the issuance and sale of additional shares, which additional shares may be of the same class as the shares then outstanding or may be represented by a different class or classes having privileges, preferences, and voting rights greater or less than those appurtenant to the then outstanding shares, whether common stock or preferred stock.
(c) Stock dividends may be paid out of surplus or undivided profits.
(d) A state bank may authorize common stock, which may be retained, unissued by the institution, until such time as the board of directors shall order its sale or distribution.
(e) Except as otherwise permitted under § 23-47-102(c), a decrease of the capital stock shall not be permitted without the consent of the Bank Commissioner and in no event shall the capital be reduced to a figure below the minimum prescribed by law.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-311
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-311. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-313. Classes of stock — Fractional shares — Scrip.
(a)(1)(A) The shares of the capital stock of any state bank may consist of shares of common stock or of common and preferred stock.
(B) Common or preferred stock may be divided into classes with the designations, preferences, limitations, retirement provisions, and relative rights as shall be stated in the articles of incorporation or an amendment thereto.
(C)(i) If provided in the articles of incorporation of a state bank, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights, within the limits stated in § 4-27-601, of:
(a) Any class of shares before any shares of that class are issued; or
(b) One (1) or more series within a class before any shares of that series are issued.
(ii) Each series of a class shall be given a distinguishing designation.
(iii) All shares of a series shall have preferences, limitations, and relative rights that are identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
(iv)(a) Before issuing any shares of a class or series created under this section, the state bank shall deliver to the Bank Commissioner for filing the articles of amendment that are effective without shareholder action and provide a copy of the resolutions adopted by the board of directors approving the amendment.
(b) The articles of amendment shall include:
(1) The name of the state bank;
(2) A statement that the number of shares to be issued under this section are within the number of shares authorized to be issued under the articles of incorporation of the state bank;
(3) The text of the amendment determining the terms of
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-313
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-48-313. This identifies an authority to review, not proof of applicability.