§ 524.538 — Voting of shares

Iowa § 524.538

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 524: BANKS

Text

1. Each outstanding share of a state bank shall be entitled to one vote on each matter
submitted to a vote at a meeting of shareholders, except to the extent that the voting rights
of the shares of a class or series may be limited or denied by the articles of incorporation.
2. Shares of a state bank purchased or acquired by such state bank pursuant to this
chapter shall not be voted at any meeting and shall be excluded in determining whether
matters voted upon by the shareholders were adopted by the requisite number of shares.

3. A shareholder may vote either in person or by proxy executed in writing by the
shareholder or by the shareholder’s duly authorized attorney-in-fact. A proxy shall not be
valid after eleven months from the date of its execution.
4. At each election for directors every shareholder entitled to vote at such election shall
have the right to vote, in person or by proxy, the number of shares owned by the shareholder
for as many individuals as there are directors to be elected and for whose election the
shareholder has a right to vote.
5. In an election of directors, a state bank shall not vote its own shares held by it as sole
trustee unless under the terms of the trust the manner in which such shares shall be voted
maybedeterminedbyadonororbeneficiaryofthetrustandunlesssuchdonororbeneficiary
actually directs how the shares shall be voted. When the shares of a state bank are held
by such state bank and one or more persons as trustees, the shares may be voted by such
other person or persons as trustees, in the same manner as if the person or persons were the
sole trustee. Whenever shares cannot be voted by reason of being held by a state bank as
sole trustee, the shares shall be excluded in determining whether matters voted upon by the
shareholders were adopted by the requisite number of shares.

Legislative History

[C97, §1847; S13, §1889-e; C24, 27, 31, 35, 39, §9175, 9289; C46, 50, 54, 58, 62, 66, §526.18, 532.6; C71, 73, 75, 77, 79, 81, §524.513]