Subchapter III. Conduct of Internal Corporate Affairs

TITLE 5

Banking

Banks and Trust Companies

CHAPTER 16. CORPORATION LAW FOR STATE SAVINGS BANKS

Subchapter III. Conduct of Internal Corporate Affairs

§ 1641. Bylaws, adoption, amendment and repeal.

A corporation may adopt bylaws for the proper management of its affairs and may establish regulations controlling the assignment
and transfer of its shares. The first set of bylaws shall be adopted at the meeting of the incorporators, as provided in §
1626 of this title, but thereafter the power to make, alter or repeal bylaws shall be in the stockholders or members of the
corporation, provided that any corporation may, in the certificate of incorporation, confer that power upon the directors.

71 Del. Laws, c. 25, § 35.;

§ 1642. Directors; number, quorum, term, vacancies and oath.

(a) The business of every corporation organized under this chapter shall be managed by a board of directors. The number of
directors which shall constitute the whole board shall be such as may be specified in the articles of association, but in
no case shall the number be less than 5. The bylaws shall prescribe how many directors shall constitute a quorum for the transaction
of business.

(b) The directors elected at the organization meeting of the incorporators, as provided in § 1626 of this title, shall hold
office until the succeeding annual meeting of the stockholders or members and until their successors have been duly chosen
and qualified, and thereafter directors shall be elected at the annual meeting of the stockholders or members or at an adjournment
of the annual meeting. Vacancies in the board of directors shall be filled by a majority of the remaining directors, though
less than a quorum, and the directors so chosen shall hold office until the next annual election and until their successors
shall be duly elected and qualified.

71 Del. Laws, c. 25, § 35.;

§ 1643. Stockholders' meetings; time, place, adjournment and quorum.

(a) Meetings of stockholders (except the meeting of incorporators referred to in § 1626 of this title) shall be held in this
State. The bylaws shall fix the time of the annual meeting and may provide for special or called meetings of stockholders.

(b) Any meeting of the stockholders may be adjourned and at such adjourned meeting, any business may be transacted that could
have been acted on at the meeting which was adjourned.

(c) The bylaws may prescribe what number of shares shall be represented at any stockholders' meeting to constitute a quorum,
but in the absence of such a provision, any number of shares represented at a stockholders' meeting shall be sufficient for
the transaction of business thereat.

71 Del. Laws, c. 25, § 35.;

§ 1644. Voting rights of stockholders.

Each stockholder shall, at every meeting of the stockholders, be entitled to 1 vote in person or by proxy for each share of
the capital stock held by such stockholder on all issues on which such stockholder is entitled to vote. No stock shall be
voted which shall have been transferred on the books of the corporation within 20 days next preceding the stockholders' meeting.

71 Del. Laws, c. 25, § 35.;

§ 1645. Capital stock; minimum required.

The capital stock of a savings bank organized under this chapter shall be as follows: not less than $500,000 if the savings
bank is located in a city or town having a population of more than 50,000 persons; not less than $350,000 if the savings bank
is located in a city or town of not more than 50,000 nor less than 5,000 persons; and not less than $250,000 if the savings
bank is located in a town of not more than 5,000 persons; or such greater amount as the Commissioner may require after review
of the charter, business plan and proposed activities of the savings bank. In addition to the capital stock required by the
foregoing, every corporation organized under this chapter shall have a paid-in surplus account equal to no less than one-half
of the minimum capital stock required by this section. The minimum capital stock and paid-in surplus required to be maintained
by such corporation in its savings bank business pursuant to this section may not be utilized to satisfy the capital or reserve
requirements to which the corporation may be subject with respect to any activity authorized by § 1661(a)(14) of this title.

71 Del. Laws, c. 25, § 35.;

§ 1646. Par value of stock; payment for and issuance; increase and reduction.

The capital stock shall be divided into shares of a stated par value. No business shall be transacted by the corporation until
the whole amount of its capital stock is subscribed for and actually paid in in cash. No stock shall be issued by any corporation
until the par value thereof shall be fully paid in in cash. Any corporation may, subject to the approval of the State Bank
Commissioner, increase or reduce its capital stock in the manner hereinafter provided. In the case of a reduction, the capital
stock shall not be reduced to less than the amount required by § 1645 of this title.

71 Del. Laws, c. 25, § 35.;

§ 1647. Stockholders' liability.

The private property of the stockholders shall not be subject to the payment of the corporate debts except as otherwise provided
in the articles of association.

71 Del. Laws, c. 25, § 35.;

§ 1648. Dividends.

The directors of a savings bank may declare dividends on common or preferred stock of so much of the net profits of the corporation
as they shall judge expedient; but the corporation shall, before the declaration of a dividend on common stock from the net
profits, carry 50% of its net profits of the preceding period for which the dividend is paid to its surplus fund until the
same shall amount to 50% of its capital stock, and thereafter shall carry 25% of its net profits of the preceding period for
which the dividend is paid to its surplus fund until the same shall amount to 100% of its capital stock.

71 Del. Laws, c. 25, § 35.;

§ 1649. Meetings of members of nonstock corporations; voting rights; time, place, adjournment and quorum.

(a) Unless otherwise provided in the certificate of incorporation of a nonstock corporation, each member shall be entitled
at every meeting of members to 1 vote in person or by proxy.

(b) Meetings of members of nonstock corporations (except the meeting of incorporators referred to in § 1626 of this title)
shall be held in this State. The bylaws shall fix the time of the annual meeting and may provide for special or called meetings
of members.

(c) Any meeting of the members may be adjourned and at such adjourned meeting, any business may be transacted that could have
been acted on at the meeting which was adjourned.

(d) The bylaws may prescribe what number or participation of members shall be represented at any meeting to constitute a quorum,
but in the absence of such a provision, any number or participation of members represented at a meeting shall be sufficient
for the transaction of business thereat.

71 Del. Laws, c. 25, § 35.;

§ 1650. Amendment of charter.

(a) Savings banks organized under this chapter shall amend their certificates of incorporation by and under this section.

(b) Any savings bank may, from time to time, when and as desired, amend its certificate of incorporation relating to the regulation
and governance of corporations established under Title 8, where the same are not inconsistent with the express provisions
of this chapter, including, but not limited to, addition to its corporate powers and purposes or diminution thereof, or both
(provided such additional corporate power or purpose to be such as is authorized or contemplated under any of the provisions
of this chapter); or, if organized as a stock corporation, by increasing or decreasing its authorized capital stock (provided
that such increase or decrease be expressly approved by the State Bank Commissioner, and provided also that the capital stock
shall not be reduced below the amount prescribed by § 1645 of this title as capital stock for a corporation organized under
this chapter); by changing the number or par value of its shares of stock; or by changing its corporate title; and by increasing
or decreasing its number of directors (provided that in no case shall the whole number of directors be less than 5). Any or
all such changes or alterations may be effected by 1 certificate of amendment. No amendment shall contain a provision which
would not have been lawful and proper to insert in an original certificate of incorporation granted or issued under this chapter.
In the case of an increase of capital stock, the amendment may provide that the increased stock may, in whole or in part,
be disposed of without being offered to the stockholders, but in no case shall any stock be issued except upon payment in
full in cash.

(c) The procedure for amendment and the manner of making and effecting the same shall be as prescribed in Chapter 1 of Title
8 for the amendment of the certificate of incorporation of a corporation. No certificate of amendment shall be received or
filed by the Secretary of State or be deemed or held to be effective unless and until the proposed certificate of amendment
shall have been submitted to the State Bank Commissioner and shall have been approved both in substance and in form by the
Commissioner.

71 Del. Laws, c. 25, § 35.;