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Arkansas Code Title 23. Public Utilities and Regulated Industries § 23-48-313. Classes of stock--Fractional shares--Scrip

Current as of March 28, 2024 | Updated by Findlaw Staff

(a)(1)(A) The shares of the capital stock of any state bank may consist of shares of common stock or of common and preferred stock.

(B) Common or preferred stock may be divided into classes with the designations, preferences, limitations, retirement provisions, and relative rights as shall be stated in the articles of incorporation or an amendment thereto.

(C)(i) If provided in the articles of incorporation of a state bank, the board of directors may determine, in whole or part, the preferences, limitations, and relative rights, within the limits stated in § 4-27-601, of:

(a) Any class of shares before any shares of that class are issued; or

(b) One (1) or more series within a class before any shares of that series are issued.

(ii) Each series of a class shall be given a distinguishing designation.

(iii) All shares of a series shall have preferences, limitations, and relative rights that are identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

(iv)(a) Before issuing any shares of a class or series created under this section, the state bank shall deliver to the Bank Commissioner for filing the articles of amendment that are effective without shareholder action and provide a copy of the resolutions adopted by the board of directors approving the amendment.

(b) The articles of amendment shall include:

(1) The name of the state bank;

(2) A statement that the number of shares to be issued under this section are within the number of shares authorized to be issued under the articles of incorporation of the state bank;

(3) The text of the amendment determining the terms of the class or series of shares;

(4) The date of adoption of the amendment; and

(5) A statement that the amendment was adopted by the board of directors.

(2)(A) The voting rights of any class of stock may be denied or restricted, except that the holder of stock belonging to a class of stock issued as nonvoting shall be entitled to vote in respect to a dissolution or a merger or consolidation, or in respect to any proposal that would adversely affect the preferences, privileges, and other rights annexed to the shares.

(B) A stockholder's right to vote under Arkansas Constitution, Article 12, § 8, upon a proposal to increase the stock of the state bank may not be abridged.

(b)(1) Unless prohibited by the articles of agreement, or an amendment thereto, or by bylaws, a state bank may issue a certificate for a fractional share or, by action of its board of directors, may issue, in lieu thereof, scrip in bearer or registered form which shall entitle the holder to receive a certificate for a full share upon the surrender of the scrip aggregating a full share.

(2) Unless otherwise provided in the articles of agreement or in an amendment thereto, or in the bylaws, a fractional share shall, but scrip shall not, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation.

(3) When scrip is issued, the directors may provide that it shall become void if not exchanged for certificates representing full shares before a specified date, or the board may provide that the shares for which the scrip is exchangeable may be sold by the state bank and the proceeds thereof distributed to the holders of the scrip.

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Cite this article: FindLaw.com - Arkansas Code Title 23. Public Utilities and Regulated Industries § 23-48-313. Classes of stock--Fractional shares--Scrip - last updated March 28, 2024 | https://codes.findlaw.com/ar/title-23-public-utilities-and-regulated-industries/ar-code-sect-23-48-313/

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