Colorado Code § 11-103-405

Amendment of articles - change of location - authorized but unissued stock
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(1) A state bank may apply to the banking board to amend its articles of incorporation or
to change its location.
(2) An application for an amendment of the articles of incorporation to change the
authorized capital and the number and par value of the shares, to acquire or abandon trust
powers, or to change its location shall 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.
(3) Notice of the application shall be sent to such persons and organizations as the
banking board may require.
(4) The banking board shall approve an application:
(a) To change the name of the corporation if the proposed name is not deceptive or
misleading;
(b) To increase the total capital by increasing the amount of capital stock; but an
amendment increasing the total capital shall not become effective until the banking board finds
that the new capital has been fully paid in cash; except that amendments increasing the capital
stock of the bank in the category of authorized but unissued stock shall be approved pursuant to
the provisions of subsection (6) of this section.
(5) In making its determination thereon, the banking board shall consider whether the
public need and advantage would be served by granting the application and shall be guided by
the standards prescribed for the approval of an application for a charter, insofar as they are
reasonably applicable. In making its determination upon an application for change of location,
the banking board shall consider the need and advantage of both the community or area of the
community in which the bank will be located and the community or area of the community from
which the bank will be moved.
(6) A state bank, upon application to and approval by the banking board and by vote of
two-thirds of the outstanding voting stock voted at a meeting of the stockholders, by an
amendment of the articles of incorporation, may authorize an increase in the capital stock of the
bank in the category of authorized but unissued stock. Such authorized but unissued stock may
be issued from time to time to employees of the bank pursuant to stock option or stock purchase
plans adopted in accordance with the provisions of section 11-103-101 (2)(h), or in exchange for
convertible preferred stock or convertible capital debentures in accordance with the terms and
provisions of such securities. Authorized but unissued stock may also be issued from time to
time for such other purposes and considerations as may be approved by the board of directors of
the state bank and the banking board.

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