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23-48-311. Increase or decrease of capital stock.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-48-311
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 46d51961b065087e08557a59e92fba5608b97e26d7438059eee5d56bc60cfb71
Source location: content.xml paragraph 23540
Stored source content
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.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-47-102. Acquisition and disposition of own stock.
(a) No state bank shall be the purchaser or holder of its own capital stock, unless such security or purchase shall be necessary to prevent loss upon a debt previously contracted in good faith.
(b) Stock so purchased or acquired shall be sold or disposed of as expeditiously as possible within twenty-four (24) months of its purchase or acquisition. After the expiration of twenty-four (24) months, any such stock shall not be considered as part of the assets of the state bank.
(c) This section does not apply to:
(1) The payment by a state bank of the value of shares held by shareholders dissenting from any proposed merger, consolidation, purchase or assumption, or other reorganization involving a plan of exchange of any of the stock of the state bank, who perfect their statutory rights as dissenting shareholders; or
(2) The repurchase by a state bank of its shares of capital stock if the state bank is required to file reports under section 13 or section 15(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., as it existed on January 1, 2017, or has a class of equity securities registered under section 12(b) or section 12(g) of the Securities Exchange Act of 1934, 15 U.S.C. § 78a et seq., as it existed on January 1, 2017, when the terms of the repurchase, or any repurchase plan or program, has been approved by the Bank Commissioner.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-47-102
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 23-47-102. This identifies an authority to review, not proof of applicability.
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
23-48-308. 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. The source passage cites 23-48-308. This identifies an authority to review, not proof of applicability.