§ 23-48-320 — Stockholder meetings - Quorum - Voting

(a) (1) Each share of stock shall be entitled to one (1) vote on each matter submitted at a meeting of stockholders except to the extent that the voting rights of any class are limited or denied, to an extent permitted by law, by the articles of incorporation or an amendment thereto. (2) (A) Subject to the provisions of subsection (d) of this section, in electing directors at meetings of stockholders, each stockholder of a state bank shall have a right to vote the number of shares owned by him or her for as many persons as there are directors to be elected, or to cumulate the shares so as to give one (1) candidate as many votes as the number of directors multiplied by the number of shares of stock held by him or her shall equal. (B) The stockholder may distribute his or her votes on the same principle among as many candidates as he or she shall see fit, unless it is provided otherwise in the articles of incorporation or the bylaws of the state bank. (b) (1) A majority of the issued and outstanding shares entitled to vote at the meeting shall constitute a quorum. (2) If a quorum is present, the vote of a majority of the shares present or represented at the meeting and entitled to vote on the subject matter shall be the act of the stockholders unless the vote of a larger majority is required by the bylaws or by this or any other applicable statute. (c) (1) A stockholder may vote in person, by written proxy, or by means of remote communication according to subdivision (c)(3) of this section. (2) A proxy shall not be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy, but a proxy may be of indefinite duration if coupled with an interest. (3) A stockholder participating in a meeting of stockholders by means of remote communication as provided in § 23-48-326(c) shall be deemed present and is entitled to vote at the meeting if the state bank has implemented reasonable measures to: (A) Verify that each person participating remotely is a stockholder; and (B) Provide each stockholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the stockholders. (d) (1) For a state bank chartered on or before May 30, 1997, the stockholders of the state bank shall have cumulative voting privileges in the election of directors unless the articles of incorporation of the state bank otherwise provide. (2) For a state bank chartered after May 30, 1997, there shall be no cumulative voting privilege unless the state bank's articles of incorporation so provide.

Legislative History

Amended by Act 2021, No. 253,§ 4, eff. 3/4/2021. Amended by Act 2017, No. 548,§ 9, eff. 3/21/2017. Acts 1997, No. 89, § 1.