§ 13-2-308 — Preferred stock

(a) A bank may issue one (1) or more classes of preferred
stock upon the approval of two-thirds (2/3) of the stockholders
pursuant to this section and the approval of the state banking
commissioner.
(b) Copies of the directors' and stockholders' minutes
approving the issuance bearing the approval of the state banking
commissioner shall be filed in the office of the secretary of
state and treated as an amendment to the articles of
incorporation.
(c) At a board of directors' meeting called on not less
than one (1) days notice, the directors may adopt a resolution
calling for the issuance of preferred shares. The directors
shall then call a meeting of the stockholders of the
corporation, giving not less than five (5) days notice for the
purpose of stockholder approval.
(d) The voting rights and manner of retirement of
preferred shares shall be as adopted in the resolution of the
stockholders authorizing their issuance subject to the
provisions of the articles of incorporation and the approval of
the state banking commissioner.
(e) The holders of the preferred stock of the highest
class shall be entitled to cumulative dividends of up to six
percent (6%) per year before dividends are paid on any other
stock. The holders of preferred stock of subsequent classes
shall next be entitled to cumulative dividends of up to six
percent (6%) in order of preference before dividends are paid to
the holders of common stock. In any liquidation no payment shall
be made to the holders of common stock until the holders of
preferred stock have been paid the full par value of their stock
and accumulated dividends in order of preference.
(f) The preferred stock and holders of preferred stock are
not liable for assessments to restore impairment of capital or
for any liability imposed by law on common stock or the holders
of common stock.
(g) No issue of preferred stock is valid until the entire
par value of the shares has been paid in cash or until
arrangements satisfactory to the state banking commissioner have
been made for payment.
(h) The par value of preferred stock shall be included in
any determination of required capital under this act.