§ 23-48-321 - Closing transfer books -- Fixing record date.
23-48-321. Closing transfer books -- Fixing record date.
(a) For the purpose of determining stockholders entitled to notice of, or to vote at, any annual or special meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend, the board of directors of a state bank may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, seventy (70) days before the date of the meeting.
(b) In lieu of closing the stock transfer books, the board of directors may fix a date in advance of the meeting as the record date for any such determination of stockholders. The date in any case may not be more than seventy (70) days prior to the date on which the meeting is to be held.
(c) If the stock transfer books are not closed and no record date is fixed for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of stockholders.
(d) When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournment thereof.