§ 13-5-517 — Preferred stock

(a) Unless the organizational instrument of a public trust
company is more restrictive, a public trust company may issue
one (1) or more classes of preferred stock or membership
interest upon the approval of two-thirds (2/3) of the
stockholders or members and the approval of the commissioner
under this section.
(b) Copies of the directors' and stockholders' or members'
and managers' minutes approving the issuance and bearing the
approval of the commissioner shall be filed in the office of the
secretary of state and treated as an amendment to the
organizational instrument.
(c) At a board of directors' or managers' meeting called
on not less than one (1) day's notice, the directors or managers
may adopt a resolution calling for the issuance of preferred
shares or classes of membership interest. The directors shall
then call a meeting of the stockholders or members, giving not
less than five (5) days' notice and stating the purpose of the
meeting.
(d) The voting rights and manner of retirement of
preferred shares or membership interest shall be as adopted in
the resolution of the stockholders or members authorizing their
issuance subject to the provisions of the organizational
instrument and the approval of the commissioner.
(e) The holders of the preferred stock or membership
interest of the highest class shall be entitled to cumulative
dividends or distributions of up to six percent (6%) per year
before dividends are paid on any other stock or before
distributions are made to members of any other class. The
holders of preferred stock or membership interest of subsequent
classes shall next be entitled to cumulative dividends or
distributions of up to six percent (6%) in order of preference
before dividends are paid to the holders of common stock or
before distributions are made to members of any other class. In
any liquidation no payment shall be made to the holders of
common stock or membership interest until the holders of
preferred stock or highest priority membership interest have
been paid the full par value of their stock and accumulated
dividends or the full value, up to the amount of their capital
contribution and accumulated profits, in order of preference.
(f) The preferred stock and holders of preferred stock and
preferred membership interest and the owners of preferred
membership interest 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 or on the lowest
priority membership class or the owners of the lowest priority
of membership interest.
(g) No issue of preferred stock or membership interest is
valid until the entire par value of the shares or membership
interest has been paid in cash or until arrangements
satisfactory to the commissioner have been made for payment.
(h) The par value of preferred stock or membership
interest shall be included in any determination of required
capital under this chapter.