§ 23-51-114 - Amendment of state trust company articles of association.
23-51-114. Amendment of state trust company articles of association.
(a) A state trust company that has been granted a charter under 23-51-109 or a predecessor statute may amend or restate its articles of association for any lawful purpose, including the creation of authorized but unissued shares in one or more classes or series.
(b) An amendment authorizing the issuance of shares in series must contain:
(1) The designation of each series and of any variations in the preferences, limitations, and relative rights among series to the extent that the preferences, limitations, and relative rights are to be established in the articles of association; and
(2) A statement of any authority to be vested in the board to establish series and determine the preferences, limitations, and relative rights of each series.
(c) Amendment or restatement of the articles of association of a state trust company and approval of the board and shareholders must be made or obtained in accordance with provisions of the Arkansas Business Corporation Act, 4-27-101 et seq., for the amendment or restatement of articles of incorporation except as otherwise provided by this chapter or regulations adopted under this chapter. The original and one copy of the articles of amendment or restated articles of association must be filed with the Bank Commissioner for approval. Unless the submission presents novel or unusual questions, the commissioner shall approve or reject the amendment or restatement within thirty (30) days after the date the commissioner considers the submission informationally complete and accepted for filing. The commissioner may require the submission of additional information as considered necessary to an informed decision to approve or reject any amendment or restatement or articles of association under this section.
(d) If the commissioner finds that the amendment or restatement conforms to law and any conditions imposed by the commissioner, and any required filing fee has been paid, the commissioner shall:
(1) Endorse the face of the original and copy with the date of approval and the word "Approved";
(2) File the original in the State Bank Department's records; and
(3) Deliver a certified copy to the amendment or restatement to the state trust company.
(e) An amendment or restatement, if approved, takes effect on the date of approval, unless the amendment or restatement provides for a different effective date.