6.1-194.11 - (Repealed effective October 1, 2010) Par value of shares; payment of shares; reacquisitions of shares or acceptance thereof as security; how subscriptions to stock to be paid; disposition
§ 6.1-194.11. (Repealed effective October 1, 2010) Par value of shares;payment of shares; reacquisitions of shares or acceptance thereof assecurity; how subscriptions to stock to be paid; disposition of moneyreceived before institution opens; stock option plans.
A. Shares of stock issued by a stock association shall be paid for in full incash at not less than their par value upon issuance or, in the case of anassociation then actively conducting operations, in property or servicesvalued, with the approval of the Commission, at an amount not less than theaggregate value of the shares issued in exchange therefor. An associationmay not purchase, redeem or otherwise reacquire shares of stock that it hasissued and may not accept its shares of stock as security; provided, that astock association shall have the power to redeem or otherwise reacquireshares of its common or preferred stock to the same extent as commercialbanks incorporated under the laws of the Commonwealth are permitted to dounder this title.
B. Subscriptions to the capital stock of a stock institution shall be paid inmoney at not less than par. No stock institution shall begin business untilthe amount specified in its certificate of authority to commence business hasbeen received by it.
All money received for subscriptions to or for purchases of stock of a stockinstitution before it opens for business shall be deposited in an escrowaccount in an insured financial institution or invested in United Statesgovernment obligations, under the joint control of two organizing directorsof the stock institution, both of whom shall be bonded for an amount not lessthan the total amount of money under their control. Such funds, togetherwith any income thereon, less such organizational expenses as have beenapproved by the association's board of directors, shall be remitted to thestock institution on the day it opens for business. In the event the stockinstitution is denied a certificate of authority, is refused insurance ofaccounts, or it is otherwise determined that the stock institution will notopen for business, such funds, after payment of any amount owing for expensesin connection with such attempted organization, including reasonableconsulting fees, attorneys' fees, salaries, filing fees and other expenses,shall be refunded to subscribers or shareholders. The directors of theinstitution, individually, jointly and severally, shall be liable for anyfailure of the institution to refund such funds to the subscribers orshareholders. This liability may be enforced by a suit in equity institutedby one or more of the subscribers or stockholders on behalf of all againstthe institution and one or more of its directors.
C. The requirement that capital stock be paid in money shall not be construedto prohibit the establishment, as otherwise authorized by law, of stockoption plans and stock purchase plans, and the issuance of stock pursuant tosuch plans. Such plans shall be established only after the stock institutionhas opened for business. Any such plan shall be established as follows:
1. The board of directors shall by resolution propose the stock option orstock purchase plan. The plan shall describe any effect the adoption of theplan is expected to have on the value of issued and outstanding shares of theassociation.
2. Notice of a meeting of stockholders, stating that the purpose or one ofthe purposes of the meeting is to consider the plan so proposed by the boardof directors, shall be given to each stockholder of record entitled to votethereon within the time and in the manner provided in Chapter 9 (§ 13.1-601et seq.) of Title 13.1 for giving of notice of meetings of stockholders. Acopy of the plan shall be included with such notice.
3. At such meeting, the plan shall be adopted if approved by the affirmativevote of the holders of more than two-thirds of the shares entitled to votethereon.
(Code 1950, §§ 6-201.12, 6.1-137, 6.1-195.11; 1960, c. 402; 1966, c. 584;1972, c. 796; 1981, c. 62; 1984, c. 136; 1985, c. 425.)