§ 53-409. Issuance of preferred shares by jeopardized trust company.
§ 53‑409. Issuance ofpreferred shares by jeopardized trust company.
Notwithstanding any otherprovisions of this Article or any other laws, and notwithstanding any of theprovisions of its articles of incorporation or bylaws, any jeopardized Statetrust company may, with the approval of the Commissioner, and by vote ofshareholders owning a majority of the shares of such State trust company, uponnot less than two days' notice given by registered mail pursuant to actiontaken at a meeting of its board of directors (which may be held upon not lessthan one day's notice) issue shares of preferred stock in such amount, withsuch voting rights, with such preferences, at such dividend rate, and with suchother rights and limitations as shall be approved by the Commissioner. A copyof the minutes of such directors' and shareholders' meetings, certified by theproper officer and under the corporate seal of the State trust company, andaccompanied by the written approval of the Commissioner, shall be immediately filedin the office of the Secretary of State, and when so filed, shall be deemed andtreated as an amendment to the articles of incorporation of such State trustcompany. For purposes of this section, a State trust company shall beconsidered jeopardized when it is critical that the State trust company obtainadditional equity capital to avoid, or to cease to be in, a hazardouscondition, and other means of raising additional equity capital do not appearto be feasible. No issue of preferred shares shall be valid until the amount ofall shares so issued shall have been paid for in full in cash, except as mayotherwise be specifically approved by the Commissioner. The provisions of thissection do not limit the authority of a State trust company to issue shares asprovided under other applicable law. (2001‑263, s. 1.)