Section 58-1-62 - Amendment of articles of incorporation.
58-1-62. Amendment of articles of incorporation.
A. A state bank may apply to the commissioner [director of the financial institutions division of the regulation and licensing department] to amend its articles of incorporation or to change its location.
B. An application for an amendment of the articles of incorporation changing the authorized capital or the number and par value of the shares or to acquire or abandon trust powers or to change its location must be authorized by the vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders. Any other application may be authorized by the vote of a majority of the outstanding voting stock voted at a meeting of the stockholders.
C. Notice of the application shall be sent to such persons and organizations as the commissioner [director] may require.
D. The commissioner [director] shall approve an application:
(1) to change the name of the corporation, if the proposed name is not deceptive or misleading;
(2) to change the number and par value of the shares without altering the total capital, unless such change will inequitably affect the interest of any stockholders and the bank does not have sufficient surplus and undivided profits to pay dissenting shareholders the fair value of their shares;
(3) to increase the total capital by increasing the amount of common stock, when the new capital has been fully paid in cash.
E. The commissioner [director] may, in his discretion, permit other amendments if the public and interested parties would be served by granting the application and shall be guided by the standards prescribed for the approval of an application for permission to organize, insofar as they are reasonably applicable.