Texas Finance Code - Section 32.101. Amendment Or Restatement Of State Bank Articles Of Association
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§ 32.101. AMENDMENT OR RESTATEMENT OF STATE BANK ARTICLES
OF ASSOCIATION. (a) A state bank that has been granted a
certificate of authority may amend or restate its articles of
association for any lawful purpose, including the creation of
authorized but unissued shares or participation shares in one or
more classes or series.
(b) An amendment authorizing the issuance of shares or
participation shares in series must contain:
(1) the designation of each series and a statement of
any variations in the preferences, limitations, and relative rights
among series to the extent that the preferences, limitations, and
relative rights are to be established in the articles of
association; and
(2) a statement of any authority to be vested in the
bank's board to establish series and determine the preferences,
limitations, and relative rights of each series.
(c) A limited banking association may not amend its articles
of association to extend its period of existence for a perpetual
period or for any period of years, unless the period of existence is
expressly contingent on the events resulting in dissolution of the
limited banking association under Section 33.208.
(d) Amendment or restatement of the articles of association
of a state bank and approval of the bank's board and shareholders or
participants must be made or obtained as provided by the Texas
Business Corporation Act for the amendment or restatement of
articles of incorporation except as otherwise provided by this
subtitle or rules adopted under this subtitle. The original and one
copy of the articles of amendment or restated articles of
association must be filed with the banking commissioner for
approval. Unless the submission presents novel or unusual
questions, the banking commissioner shall approve or reject the
amendment or restatement not later than the 31st day after the date
the banking commissioner considers the submission informationally
complete and accepted for filing. The banking commissioner may
require the submission of additional information as considered
necessary to an informed decision to approve or reject any
amendment or restatement of articles of association under this
section. If the banking commissioner finds that the amendment or
restatement conforms to law and any conditions imposed by the
banking commissioner, and any required filing fee has been paid,
the banking commissioner shall:
(1) endorse the face of the original and copy of the
amendment or restatement with the date of approval and the word
"Approved";
(2) file the original of the amendment or restatement
in the department's records; and
(3) deliver a certified copy of the amendment or
restatement to the bank.
(e) An amendment or restatement, if approved, takes effect
on the date of approval unless the amendment or restatement
provides for a different effective date.
Acts 1997, 75th Leg., ch. 1008, § 1, eff. Sept. 1, 1997.
Section: 32.005 32.006 32.007 32.008 32.009 32.010 32.011 32.101 32.102 32.103 32.104 32.201 32.202 32.203 32.204
Last modified: August 10, 2007
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