Stockholders' meetings--notice--business by proxy, cancellation ofmeetings.
362.044. 1. Stockholders' meetings may be held at such place, withinthis state, as may be prescribed in the bylaws. In the absence of any suchprovisions, all meetings shall be held at the principal banking house ofthe bank or trust company.
2. An annual meeting of stockholders for the election of directorsshall be held on a day which each bank or trust company shall fix by itsbylaws; and if no day be so provided, then on the second Monday of January.
3. Special meetings of the stockholders may be called by thedirectors or upon the written request of the owners of a majority of thestock.
4. Notice of annual or special stockholders' meetings shall state theplace, day and hour of the meeting, and shall be published at least tendays prior to the meeting and once a week after the first publication withthe last publication being not more than seven days before the day fixedfor such meeting, in some daily or weekly newspaper printed and publishedin the city or town in which the bank or trust company is located, and ifthere be none, then in some newspaper printed and published in the countyin which the bank or trust company is located, and if there be none, thenin some newspaper printed and published in an adjoining county. A writtenor printed copy of the notice shall be delivered personally or mailed toeach stockholder at least ten but not more than fifty days prior to the dayfixed for the meeting, and shall state, in addition to the place, day andhour, the purpose of any special meeting or an annual meeting at which thestockholders will consider a change in the par value of the corporationstock, the issuance of preferred shares, a change in the number ofdirectors, an increase or reduction of the capital stock of the bank ortrust company, a change in the length of the corporate life, an extensionor change of its business, a change in its articles to avail itself of theprivileges and provisions of this chapter, or any other change in itsarticles in any way not inconsistent with the provisions of this chapter.Any stockholder may waive notice by causing to be delivered to thesecretary during, prior to or after the meeting a written, signed waiver ofnotice, or by attending such meeting except where a stockholder attends ameeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened.
5. Unless otherwise provided in the articles of incorporation, amajority of the outstanding shares entitled to vote at any meetingrepresented in person or by proxy shall constitute a quorum at a meeting ofstockholders; provided, that in no event shall a quorum consist of lessthan a majority of the outstanding shares entitled to vote, but less than aquorum shall have the right successively to adjourn the meeting to aspecified date no longer than ninety days after the adjournment, and nonotice need be given of the adjournment to shareholders not present at themeeting. Every decision of a majority of the quorum shall be valid as acorporate act of the bank or trust company unless a larger vote is requiredby this chapter.
6. (1) The stockholders of the bank or trust company may approvebusiness by proxy and cancel any stockholders' meeting, provided:
(a) The stockholders are sent notice of such stockholders' meetingand a proxy referred to in this section;
(b) Within such proxy the stockholders are given the opportunity toapprove or disapprove the cancellation of such stockholders' meeting;
(c) At least eighty percent of such bank or trust company's stock isvoted by proxy; and
(d) All stockholders voting by proxy vote to cancel suchstockholders' meeting.
(2) No business shall be voted on by proxy other than that expresslyset out and clearly explained by the proxy material. If such stockholders'meeting is canceled by proxy, notice of such cancellation shall be sent toall stockholders at least five days prior to the date originally set forsuch stockholders' meeting. The corporate secretary shall reflect allproxy votes by subject and in chronological order in the board ofdirectors' minute book. The notice for such stockholders' meeting shallstate the effective date of any of the following: new directors' election,change in corporate structure and any other change requiring stockholderapproval.
7. The voting shareholder or shareholders of the bank or trustcompany may transact all business required at an annual or specialstockholders' meeting by unanimous written consent.
(L. 1967 p. 445, A.L. 1998 S.B. 852 & 913, A.L. 2001 H.B. 738 merged with S.B. 186)
Stockholders' meetings--notice--business by proxy, cancellation ofmeetings.
362.044. 1. Stockholders' meetings may be held at such place, withinthis state, as may be prescribed in the bylaws. In the absence of any suchprovisions, all meetings shall be held at the principal banking house ofthe bank or trust company.
2. An annual meeting of stockholders for the election of directorsshall be held on a day which each bank or trust company shall fix by itsbylaws; and if no day be so provided, then on the second Monday of January.
3. Special meetings of the stockholders may be called by thedirectors or upon the written request of the owners of a majority of thestock.
4. Notice of annual or special stockholders' meetings shall state theplace, day and hour of the meeting, and shall be published at least tendays prior to the meeting and once a week after the first publication withthe last publication being not more than seven days before the day fixedfor such meeting, in some daily or weekly newspaper printed and publishedin the city or town in which the bank or trust company is located, and ifthere be none, then in some newspaper printed and published in the countyin which the bank or trust company is located, and if there be none, thenin some newspaper printed and published in an adjoining county. A writtenor printed copy of the notice shall be delivered personally or mailed toeach stockholder at least ten but not more than fifty days prior to the dayfixed for the meeting, and shall state, in addition to the place, day andhour, the purpose of any special meeting or an annual meeting at which thestockholders will consider a change in the par value of the corporationstock, the issuance of preferred shares, a change in the number ofdirectors, an increase or reduction of the capital stock of the bank ortrust company, a change in the length of the corporate life, an extensionor change of its business, a change in its articles to avail itself of theprivileges and provisions of this chapter, or any other change in itsarticles in any way not inconsistent with the provisions of this chapter.Any stockholder may waive notice by causing to be delivered to thesecretary during, prior to or after the meeting a written, signed waiver ofnotice, or by attending such meeting except where a stockholder attends ameeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened.
5. Unless otherwise provided in the articles of incorporation, amajority of the outstanding shares entitled to vote at any meetingrepresented in person or by proxy shall constitute a quorum at a meeting ofstockholders; provided, that in no event shall a quorum consist of lessthan a majority of the outstanding shares entitled to vote, but less than aquorum shall have the right successively to adjourn the meeting to aspecified date no longer than ninety days after the adjournment, and nonotice need be given of the adjournment to shareholders not present at themeeting. Every decision of a majority of the quorum shall be valid as acorporate act of the bank or trust company unless a larger vote is requiredby this chapter.
6. (1) The stockholders of the bank or trust company may approvebusiness by proxy and cancel any stockholders' meeting, provided:
(a) The stockholders are sent notice of such stockholders' meetingand a proxy referred to in this section;
(b) Within such proxy the stockholders are given the opportunity toapprove or disapprove the cancellation of such stockholders' meeting;
(c) At least eighty percent of such bank or trust company's stock isvoted by proxy; and
(d) All stockholders voting by proxy vote to cancel suchstockholders' meeting.
(2) No business shall be voted on by proxy other than that expresslyset out and clearly explained by the proxy material. If such stockholders'meeting is canceled by proxy, notice of such cancellation shall be sent toall stockholders at least five days prior to the date originally set forsuch stockholders' meeting. The corporate secretary shall reflect allproxy votes by subject and in chronological order in the board ofdirectors' minute book. The notice for such stockholders' meeting shallstate the effective date of any of the following: new directors' election,change in corporate structure and any other change requiring stockholderapproval.
7. The voting shareholder or shareholders of the bank or trustcompany may transact all business required at an annual or specialstockholders' meeting by unanimous written consent.
(L. 1967 p. 445, A.L. 1998 S.B. 852 & 913, A.L. 2001 H.B. 738 merged with S.B. 186)
Stockholders' meetings--notice--business by proxy, cancellation ofmeetings.
362.044. 1. Stockholders' meetings may be held at such place, withinthis state, as may be prescribed in the bylaws. In the absence of any suchprovisions, all meetings shall be held at the principal banking house ofthe bank or trust company.
2. An annual meeting of stockholders for the election of directorsshall be held on a day which each bank or trust company shall fix by itsbylaws; and if no day be so provided, then on the second Monday of January.
3. Special meetings of the stockholders may be called by thedirectors or upon the written request of the owners of a majority of thestock.
4. Notice of annual or special stockholders' meetings shall state theplace, day and hour of the meeting, and shall be published at least tendays prior to the meeting and once a week after the first publication withthe last publication being not more than seven days before the day fixedfor such meeting, in some daily or weekly newspaper printed and publishedin the city or town in which the bank or trust company is located, and ifthere be none, then in some newspaper printed and published in the countyin which the bank or trust company is located, and if there be none, thenin some newspaper printed and published in an adjoining county. A writtenor printed copy of the notice shall be delivered personally or mailed toeach stockholder at least ten but not more than fifty days prior to the dayfixed for the meeting, and shall state, in addition to the place, day andhour, the purpose of any special meeting or an annual meeting at which thestockholders will consider a change in the par value of the corporationstock, the issuance of preferred shares, a change in the number ofdirectors, an increase or reduction of the capital stock of the bank ortrust company, a change in the length of the corporate life, an extensionor change of its business, a change in its articles to avail itself of theprivileges and provisions of this chapter, or any other change in itsarticles in any way not inconsistent with the provisions of this chapter.Any stockholder may waive notice by causing to be delivered to thesecretary during, prior to or after the meeting a written, signed waiver ofnotice, or by attending such meeting except where a stockholder attends ameeting for the express purpose of objecting to the transaction of anybusiness because the meeting is not lawfully called or convened.
5. Unless otherwise provided in the articles of incorporation, amajority of the outstanding shares entitled to vote at any meetingrepresented in person or by proxy shall constitute a quorum at a meeting ofstockholders; provided, that in no event shall a quorum consist of lessthan a majority of the outstanding shares entitled to vote, but less than aquorum shall have the right successively to adjourn the meeting to aspecified date no longer than ninety days after the adjournment, and nonotice need be given of the adjournment to shareholders not present at themeeting. Every decision of a majority of the quorum shall be valid as acorporate act of the bank or trust company unless a larger vote is requiredby this chapter.
6. (1) The stockholders of the bank or trust company may approvebusiness by proxy and cancel any stockholders' meeting, provided:
(a) The stockholders are sent notice of such stockholders' meetingand a proxy referred to in this section;
(b) Within such proxy the stockholders are given the opportunity toapprove or disapprove the cancellation of such stockholders' meeting;
(c) At least eighty percent of such bank or trust company's stock isvoted by proxy; and
(d) All stockholders voting by proxy vote to cancel suchstockholders' meeting.
(2) No business shall be voted on by proxy other than that expresslyset out and clearly explained by the proxy material. If such stockholders'meeting is canceled by proxy, notice of such cancellation shall be sent toall stockholders at least five days prior to the date originally set forsuch stockholders' meeting. The corporate secretary shall reflect allproxy votes by subject and in chronological order in the board ofdirectors' minute book. The notice for such stockholders' meeting shallstate the effective date of any of the following: new directors' election,change in corporate structure and any other change requiring stockholderapproval.
7. The voting shareholder or shareholders of the bank or trustcompany may transact all business required at an annual or specialstockholders' meeting by unanimous written consent.
(L. 1967 p. 445, A.L. 1998 S.B. 852 & 913, A.L. 2001 H.B. 738 merged with S.B. 186)
