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23-48-308. Filing of amendments to articles of incorporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-48-308. Filing of amendments to articles of incorporation.
(a)(1) An application for approval of a proposed charter amendment described in § 23-48-307 shall be submitted to the Bank Commissioner in the manner and form that the commissioner may prescribe and shall include the information set forth in subsection (b) of this section, and contain additional information which the commissioner may require.
(2) The application shall include duplicate copies of each proposed charter amendment, in the form of an amendment to the articles of incorporation, each copy to be certified by the president or chief executive officer or a vice president.
(b) Each duplicate shall have annexed thereto, over the official signatures, a certificate showing:
(1) The date on which the amendment was authorized by the stockholders;
(2) The number of shares of each class entitled to vote on the amendment which were outstanding on the date of the stockholders' meeting;
(3) The number of shares of each class entitled to vote on the amendment whose owners were present in person or by proxy;
(4) The number of shares of each class voted for and against the amendment; and
(5) The manner in which the meeting was called and the time and manner of giving notice, with a certification that the meeting was lawfully called and held.
(c) The commissioner may also require the delivery to him or her of additional copies of the proposed amendment that he or she may desire in order to present the matter to the State Banking Board and any parties opposing the amendment.
(d)(1) One (1) of the duplicate copies of any charter amendment filed with the commissioner and certified as prescribed in this section, bearing an endorsement of the commissioner showing that the amendment has been approved by
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-48-308
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:23-48-308
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 4f07d365876af9aeb2ba0d58619997cba09aa92524f9fcd3133f1668607c542f
Source location: content.xml paragraph 23486
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23-48-308. Filing of amendments to articles of incorporation.
(a)(1) An application for approval of a proposed charter amendment described in § 23-48-307 shall be submitted to the Bank Commissioner in the manner and form that the commissioner may prescribe and shall include the information set forth in subsection (b) of this section, and contain additional information which the commissioner may require.
(2) The application shall include duplicate copies of each proposed charter amendment, in the form of an amendment to the articles of incorporation, each copy to be certified by the president or chief executive officer or a vice president.
(b) Each duplicate shall have annexed thereto, over the official signatures, a certificate showing:
(1) The date on which the amendment was authorized by the stockholders;
(2) The number of shares of each class entitled to vote on the amendment which were outstanding on the date of the stockholders' meeting;
(3) The number of shares of each class entitled to vote on the amendment whose owners were present in person or by proxy;
(4) The number of shares of each class voted for and against the amendment; and
(5) The manner in which the meeting was called and the time and manner of giving notice, with a certification that the meeting was lawfully called and held.
(c) The commissioner may also require the delivery to him or her of additional copies of the proposed amendment that he or she may desire in order to present the matter to the State Banking Board and any parties opposing the amendment.
(d)(1) One (1) of the duplicate copies of any charter amendment filed with the commissioner and certified as prescribed in this section, bearing an endorsement of the commissioner showing that the amendment has been approved by him or her and by the board, shall be returned to the applicant state bank.
(2) The amendment shall become effective when it has been approved by the commissioner and the board.
(e)(1) Each application for approval of a proposed charter amendment described in § 23-48-307 shall be accompanied by a fee of not less than one hundred dollars ($100) nor more than five hundred dollars ($500).
(2) The fee shall be set by State Bank Department rule and shall be paid to the department.
(f) This section does not apply to the issuance of preferred stock when the issuance is authorized and issued by a state bank when approved by the commissioner and otherwise in compliance with § 23-48-313(a)(1)(C).
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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. The source passage cites 23-48-307. 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.