Voting trusts - Preemptive rights - Examination of stockbook. A. Stockholders' meetings. 1. An annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by or in the manner provided for in the bylaws. Any other proper business may be transacted at the annual meeting. Additional meetings shall be held as may be provided in the bylaws. 2. Notice shall be mailed at least ten (10) days before a meeting to every person who was a stockholder of record twenty (20) days before the date of the meeting or at such longer period as may be provided in the bylaws. Such notice shall be mailed to the stockholder's address on the records of the bank. No business shall be transacted at a special meeting which is not specified in the notice thereof or necessary or proper in connection with, or incidental to, the business specified. 3. If any meeting of the shareholders be adjourned to another time or place, no notice as to such adjourned meeting need be given other than by announcement at the meeting at which such adjournment is taken, unless otherwise provided in the bylaws; provided, however, that in the event such meeting be adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. 4. Notice of the time, place and purpose of any meeting of shareholders, whether required by this Code, by the certificate of incorporation, or by the bylaws, may be waived in writing by any shareholder or by the attendance of the shareholder at such meeting. Such waiver may be given before or after the meeting, and shall be filed with the secretary or entered upon the records of the meeting. 5. The holders of a majority of the outstanding voting shares, or their authorized representatives, shall constitute a quorum. In the absence of a quorum, a meeting may be adjourned from time to time without notice to the stockholders. B. Voting - Cumulative voting - Bank or trust company may not vote own shares - Exceptions. Except on the election of directors, when cumulative voting is provided for in the certificate of incorporation or as it may be amended, each share of common stock shall have one vote which may be cast by the owner of record on the record date, or the proxy of the owner, whether or not the owner of record has the beneficial interest therein. The bank or trust company may not vote shares which it holds in any capacity other than as fiduciary. C. Proxies. Each shareholder entitled to vote at a meeting of shareholders or to express consent or dissent to corporation action in writing without a meeting may authorize another person or persons to act for the shareholder by written proxy, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. D. Voting trust - Board approval required. No shares deposited under a voting trust agreement shall be voted by the trustee unless the agreement has been approved by the Board. Approval shall be withheld, or, if previously granted, revoked whenever it appears that the existence of the trust would tend to reduce competition among lending institutions or to affect adversely the character or competence of the management or the bank's policies or operating procedures. In the absence of such approval, the record owner may vote the owner's share. No shares held by a licensed securities broker, or by any person, firm or corporation acting for such broker or who is an owner, employee, associate shareholder or partner of a licensed securities broker, shall be directly or indirectly voted unless the bank's bylaws expressly authorized the voting of such broker held shares. E. Preemptive rights of shareholders. All voting shares of capital stock of any bank or trust company shall vest preemptive rights to subscribe for any additional shares or any obligations convertible into shares to be allotted or used by such bank or trust company unless specifically negated by the original certificate of incorporation or unless the rights have been specifically waived at the time of authorization of new offering. Any amendment to the certificate of incorporation to remove preemptive rights must be made pursuant to unanimous approval by the shareholders of the bank. The preemptive rights of shareholders shall not extend to fractional shares. F. Examination of stockbook. The stockbook and the minutes of stockholders' meeting shall be available for examination by a stockholder of the corporation at the principal place of business during business hours. Added by Laws 1965, c. 161, § 710. Amended by Laws 1975, c. 109, § 12, emerg. eff. May 7, 1975; Laws 1977, c. 208, § 9, emerg. eff. June 14, 1977; Laws 1997, c. 111, § 65, eff. July 1, 1997; Laws 2002, c. 67, § 14, eff. Nov. 1, 2002.
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