23-48-312. Liability of shareholders — Assessment of stock.

23-48-312. Liability of shareholders — Assessment of stock. (a)(1) Except as otherwise provided in this section, a purchaser from a state bank of its own shares is not liable to the state bank or its creditors with respect to the shares except to pay the full consideration, fixed as provided by law, for which the shares were issued or were to be issued. (2) Except as otherwise provided in this section, or unless otherwise provided in the articles of incorporation, a shareholder of a state bank is not personally liable for the acts or debts of the state bank except that he or she may become personally liable by reason of his or her own acts or conduct. (b)(1) When, in the opinion of the Bank Commissioner, the report of an examination of a state bank discloses bad or worthless assets which should be charged off, he or she shall immediately instruct the officers of the state bank to collect and realize upon the assets within a time fixed by him or her, and, if not collected or realized upon within that time, the assets shall immediately be charged off. (2) If the capital, as defined by the commissioner, is thereby impaired, the commissioner shall order the directors to make an assessment upon the capital stock in form and manner as provided in subsection (c) of this section to restore capital. (c)(1) The directors of every state bank shall have power and authority to levy and collect assessments on the stock of the state bank and shall make the levy on the order of the commissioner for the purpose of restoring any deficiency that may occur by reason of the impairment of the capital of the state bank. (2) Should the assessment not be paid within thirty (30) days from the date the assessment is made, the assessed stock, or so much thereof as may be necessary, shall be sold at public auction to provide funds to meet the assessment. (3) A lien is created in favor of the state bank on the stock to pay the assessments so made. (d)(1) For purposes of this section, a state bank's capital is impaired when, in the opinion of the commissioner, its assets are of such a character and value that it is unable in the ordinary course of business to meet the minimum capital requirements as specified from time to time by administrative policies adopted by the commissioner. (2) In the absence of fraud or collusion, the determination of the commissioner as to impairment of capital is conclusive. (e) Subdivision (b)(2) of this section and subsection (c) of this section do not apply to a state bank if the state bank: (1) 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 (2) 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.