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Title XXIV BUSINESS AND FINANCIAL INSTITUTIONS

Chapter 362

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  362.044.  Stockholders' meetings — notice — business by proxy, cancellation of meetings. — 1.  Stockholders' meetings may be held at such place, within this state, as may be prescribed in the bylaws.  In the absence of any such provisions, all meetings shall be held at the principal banking house of the bank or trust company.

  2.  An annual meeting of stockholders for the election of directors shall be held on a day which each bank or trust company shall fix by its bylaws; and if no day be so provided, then on the second Monday of January.

  3.  Special meetings of the stockholders may be called by the directors or upon the written request of the owners of a majority of the stock.

  4.  Notice of annual or special stockholders' meetings shall state the place, day and hour of the meeting, and shall be published at least ten days prior to the meeting and once a week after the first publication with the last publication being not more than seven days before the day fixed for such meeting, in some daily or weekly newspaper printed and published in the city or town in which the bank or trust company is located, and if there be none, then in some newspaper printed and published in the county in which the bank or trust company is located, and if there be none, then in some newspaper printed and published in an adjoining county.  A written or printed copy of the notice shall be delivered personally or mailed to each stockholder at least ten but not more than fifty days prior to the day fixed for the meeting, and shall state, in addition to the place, day and hour, the purpose of any special meeting or an annual meeting at which the stockholders will consider a change in the par value of the corporation stock, the issuance of preferred shares, a change in the number of directors, an increase or reduction of the capital stock of the bank or trust company, a change in the length of the corporate life, an extension or change of its business, a change in its articles to avail itself of the privileges and provisions of this chapter, or any other change in its articles in any way not inconsistent with the provisions of this chapter.  Any stockholder may waive notice by causing to be delivered to the secretary during, prior to or after the meeting a written, signed waiver of notice, or by attending such meeting except where a stockholder attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

  5.  Unless otherwise provided in the articles of incorporation, a majority of the outstanding shares entitled to vote at any meeting represented in person or by proxy shall constitute a quorum at a meeting of stockholders; provided, that in no event shall a quorum consist of less than a majority of the outstanding shares entitled to vote, but less than a quorum shall have the right successively to adjourn the meeting to a specified date no longer than ninety days after the adjournment, and no notice need be given of the adjournment to shareholders not present at the meeting.  Every decision of a majority of the quorum shall be valid as a corporate act of the bank or trust company unless a larger vote is required by this chapter.

  6.  (1)  The stockholders of the bank or trust company may approve business by proxy and cancel any stockholders' meeting, provided:

  (a)  The stockholders are sent notice of such stockholders' meeting and a proxy referred to in this section;

  (b)  Within such proxy the stockholders are given the opportunity to approve or disapprove the cancellation of such stockholders' meeting;

  (c)  At least eighty percent of such bank or trust company's stock is voted by proxy; and

  (d)  All stockholders voting by proxy vote to cancel such stockholders' meeting.

  (2)  No business shall be voted on by proxy other than that expressly set out and clearly explained by the proxy material.  If such stockholders' meeting is cancelled by proxy, notice of such cancellation shall be sent to all stockholders at least five days prior to the date originally set for such stockholders' meeting.  The corporate secretary shall reflect all proxy votes by subject and in chronological order in the board of directors' minute book.  The notice for such stockholders' meeting shall state the effective date of any of the following:  new directors' election, change in corporate structure and any other change requiring stockholder approval.

  7.  The voting shareholder or shareholders of the bank or trust company may transact all business required at an annual or special stockholders' meeting by unanimous written consent.

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(L. 1967 p. 445, A.L. 1998 S.B. 852 & 913, A.L. 2001 H.B. 738 merged with S.B. 186)


---- end of effective   28 Aug 2001 ----

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