Texas Finance Code - Section 32.002. Articles Of Association Of State Bank
Legal Research Home >
Texas Lawyer > Finance Code > Texas Finance Code - Section 32.002. Articles Of Association Of State Bank
§ 32.002. ARTICLES OF ASSOCIATION OF STATE BANK. (a) The
articles of association of a state bank must be signed and
acknowledged by each organizer and must contain:
(1) the name of the bank, subject to Subsection (b);
(2) the period of the bank's duration, which may be
perpetual, subject to Subsection (c);
(3) the powers of the bank, which may be stated as:
(A) all powers granted by law to a state bank; or
(B) a list of the specific powers under Section
32.001 that the bank chooses to exercise;
(4) the aggregate number of shares or participation
shares that the bank will be authorized to issue and the number of
classes of shares or participation shares, which may be one or more;
(5) if the shares or participation shares are to be
divided into classes:
(A) the designation of each class and statement
of the preferences, limitations, and relative rights of the shares
or participation shares of each class, which in the case of a
limited banking association may be more fully set forth in the
participation agreement;
(B) the number of shares or participation shares
of each class; and
(C) a statement of the par value of the shares or
participation shares of each class or that the shares or
participation shares are to be without par value;
(6) any provision limiting or denying to shareholders
or participants the preemptive right to acquire additional or
treasury shares or participation shares of the bank;
(7) any provision granting the right of shareholders
or participants to cumulative voting in the election of directors
or managers;
(8) the aggregate amount of consideration to be
received for all shares or participation shares initially issued by
the bank and a statement that:
(A) all authorized shares or participation
shares have been subscribed; and
(B) all subscriptions received provide for the
consideration to be fully paid in cash before issuance of the
charter;
(9) any provision consistent with law that the
organizers elect to set forth in the articles of association for the
regulation of the internal affairs of the bank or that is otherwise
required by this subtitle to be set forth in the articles of
association;
(10) the street address of the bank's initial home
office; and
(11) either:
(A) the number of directors or managers
constituting the initial board and the names and street addresses
of the persons who are to serve as directors or managers until the
first annual meeting of shareholders or participants or until
successor directors or managers have been elected and qualified;
or
(B) the statement described by Subsection (d).
(b) The banking commissioner may determine that a proposed
bank name is potentially misleading to the public and require the
organizers to select a different name.
(c) A state bank, other than a private bank, organized
before August 31, 1993, is considered to have perpetual existence,
notwithstanding a contrary statement in its articles of
association, unless after September 1, 1995, the bank amends its
articles of association to reaffirm its limited duration.
(d) The organizers of a limited banking association that
will not have fewer than five or more than 25 participants may
include in the articles of association a statement that management
is vested in a board composed of all participants, with management
authority vested in each participant in proportion to the
participant's contribution to capital as adjusted from time to time
to properly reflect any additional contribution, and the names and
street addresses of the persons who are to be managing
participants.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
Section: 31.303 31.304 31.305 31.306 31.307 31.308 32.001 32.002 32.003 32.004 32.005 32.006 32.007 32.008 32.009
Last modified: August 10, 2007
|
