Reduction of common stock and issuance of preferred stock - One meeting - Preferred stock as capital. A. Issuance of preferred stock - Classes - Procedure. Subject to the provisions of subsection C of Section 303.1 of this title relating to newly organized banks, any bank or trust company now or hereafter organized may, with the approval of the Commissioner, and by majority vote of the outstanding voting stock at a meeting held after thirty (30) days' notice, given by restricted delivery, pursuant to action taken by its board of directors, issue, from time to time, preferred stock of one or more classes, in such amounts and with such par values as shall be approved by the Commissioner, and may amend its certificate of incorporation accordingly. A copy of the minutes of such directors' and shareholders' meetings, certified to by the proper officers and under the corporate seal of the bank or trust company and accompanied by the written approval of the Commissioner and amended certificate of incorporation, may be immediately filed in the office of the Secretary of State, and when so filed shall be deemed and treated as an amendment to the certificate of incorporation of such bank or trust company. B. Reduction of common stock and issuance of preferred stock - One meeting. Should the shareholders of any bank or trust company, with the approval of the Commissioner, determine to authorize the issuance of preferred stock, reduce its common stock and amend its certificate of incorporation to accomplish such issuance and reduction as authorized by this Code, the shareholders may at one meeting, called by one action of its board of directors, by one notice being given, and by one vote, authorize the issuance of such preferred stock and the reduction of its common stock and amend its certificate of incorporation. C. Preferred stock as capital. For the purposes of this Code, the term "capital" or "capital stock" shall include the amount of outstanding preferred stock issued and unimpaired by a bank or trust company. Added by Laws 1965, c. 161, § 707. Amended by Laws 1977, c. 208, § 8, emerg. eff. June 14, 1977; Laws 1983, c. 73, § 10, emerg. eff. April 29, 1983; Laws 1997, c. 111, § 62, eff. July 1, 1997.
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