§ 23-48-318 - Stockholder meetings -- Notice of special meeting.
23-48-318. Stockholder meetings -- Notice of special meeting.
(a) A special meeting of the stockholders, whether held for the purpose of amending the articles of incorporation or for any other lawful purpose, may be called as prescribed in the bylaws or, if the bylaws are silent in such respect, by the president or by resolution of the board of directors.
(b) Written notice of the special meeting shall be given to each stockholder entitled to vote at the meeting, other than stockholders who waive notice in writing, for the time and in the manner set out in the bylaws subject to the following minimum requirements:
(1) The notice must be signed by an officer of the state bank;
(2) The notice must state the time and place of the meeting and must also state the nature of the proposals to be submitted to the stockholders at the meeting;
(3) The notice must be mailed to each such stockholder, other than those waiving notice, by first-class mail, postage prepaid, directed to the stockholder at the address of the stockholder shown on the stock records of the state bank. The depositing of the notice in the mail as above prescribed shall constitute the giving of the notice. It is not necessary in any event that the mailing be by registered or certified mail; and
(4) If the meeting is called for the purpose of increasing the authorized capital stock of the state bank, the notice shall be mailed at least sixty (60) days prior to the meeting, but if the meeting is called for any other purpose, the notice shall be mailed for such number of days prior to the meeting as may be prescribed in the bylaws. In no event shall mailing be less than ten (10) days prior to the date of the meeting.
(c) Any stockholder may waive the right to receive notice of special meetings of the stockholders by:
(1) A written waiver of the right, signed by the stockholder, which shall be effective as a waiver until revoked; or
(2) The stockholder's attendance, in person or by proxy, at the meeting.