§ 5005 — Retirement or reduction of capital stock

(a) The board of directors of a savings bank operating with capital stock may propose an amendment to the articles of incorporation providing for the retirement of all of the capital stock and a detailed plan for effectuating the amendment. The resulting capital of the savings bank shall be not less than the minimum initial capital that the savings bank, if it were being organized, would be required to have by the Commissioner under this Act. The proposal shall be submitted to the Commissioner for his approval. (b) If the Commissioner approves the proposal, the savings bank's board of directors may request in writing an appraisal of the value of the capital stock, and the Commissioner then shall cause an appraisal to be made at the expense of the savings bank. (c) The proposal then shall be submitted to the shareholders at an annual or special meeting. It shall be adopted upon receiving in the affirmative the votes of the holders of two-thirds or more of the outstanding shares of capital stock. The proposal takes effect upon completion of the procedure provided in this Act for the amendment of articles of incorporation. (d) A savings bank may amend its articles of incorporation in accordance with the procedure provided in this Act for those amendments to reduce its capital stock, but in no event to an amount that is less than the minimum capital stock that the savings bank would be required by this Act to issue if it were newly authorized to issue capital stock.

Legislative History

(Source: P.A. 86-1213.)