Text: H08228 Text: H08230 Text: H08200 - H08299 Text: H Index Bills and Amendments: General Index Bill History: General Index
PAG LIN 1 1 Amend House File 2509 as follows: 1 2 #1. Page 3, line 29, by striking the word "and". 1 3 #2. Page 7, line 6, by inserting before the figure 1 4 "(1)" the following: "For purposes of this 1 5 subsection, the following shall apply:" 1 6 #3. Page 8, line 10, by striking the word 1 7 "holders" and inserting the following: "holders1 8 shareholders". 1 9 #4. Page 9, line 18, by inserting before the word 1 10 "votes" the following: "ballots, proxies, or". 1 11 #5. Page 13, line 17, by striking the word 1 12 "section" and inserting the following: "subsection". 1 13 #6. Page 13, line 26, by striking the word 1 14 "section" and inserting the following: "subsection". 1 15 #7. Page 23, line 17, by inserting after the word 1 16 and figure "subsection 5" the following: ", paragraph 1 17 a,". 1 18 #8. Page 29, line 17, by striking the word "in" 1 19 and inserting the following: "as to". 1 20 #9. Page 30, line 20, by striking the words "of 1 21 the" and inserting the following: "or the". 1 22 #10. Page 30, line 21, by striking the word "of" 1 23 and inserting the following: "or". 1 24 #11. Page 32, by striking line 29, and inserting 1 25 the following: "was in thecorporation'sbest 1 26 interests of the corporation." 1 27 #12. Page 32, by striking line 31, and inserting 1 28 the following: "at least not opposed to the 1 29corporation'sbest interests of the corporation." 1 30 #13. Page 35, lines 6 and 7, by striking the words 1 31 "Authorizations of payments" and inserting the 1 32 following: "of paymentsAuthorizations". 1 33 #14. Page 42, line 33, by striking the words 1 34 "conflict of" and inserting the following: 1 35 "conflicting". 1 36 #15. Page 48, line 14, by striking the word 1 37 "conflict" and inserting the following: "conflict1 38 conflicts". 1 39 #16. Page 49, line 31, by striking the word "that" 1 40 and inserting the following: "thatthe". 1 41 #17. Page 56, line 13, by striking the word 1 42 "another" and inserting the following: "an other". 1 43 #18. Page 56, line 19, by striking the word 1 44 "another" and inserting the following: "an other". 1 45 #19. Page 56, line 31, by striking the word 1 46 "another" and inserting the following: "an other". 1 47 #20. Page 57, line 30, by striking the word 1 48 "securities" and inserting the following: 1 49 "securities,". 1 50 #21. Page 62, lines 5 and 6, by striking the words 2 1 "an existing" and inserting the following: "a". 2 2 #22. Page 67, line 6, by striking the word 2 3 "entity" and inserting the following: "entity,". 2 4 #23. Page 68, by inserting after line 9 the 2 5 following: 2 6 "Sec. . Section 490.1110, subsection 2, 2 7 paragraph f, subparagraph (2), subparagraph 2 8 subdivision (a), Code 2001, is amended to read as 2 9 follows: 2 10 (a) A merger of the corporation, other than a 2 11 merger pursuant to section490.1104490.1105. 2 12 Sec. . Section 490.1110, subsection 3, 2 13 paragraph c, subparagraph (3), subparagraph 2 14 subdivision (b), Code 2001, is amended to read as 2 15 follows: 2 16 (b) Pursuant to a merger under section490.11042 17 490.1105." 2 18 #24. Page 71, line 3, by striking the word 2 19 "presented" and inserting the following: "present". 2 20 #25. Page 72, by inserting after line 16 the 2 21 following: 2 22 "With respect to shares of a corporation that is a 2 23 bank holding company as defined in section 524.1801, 2 24 the factors identified in section 524.1406, subsection 2 25 3, paragraph "a", shall also be considered in 2 26 determining fair value." 2 27 #26. Page 74, lines 25 and 26, by striking the 2 28 words "corporate action taken pursuant to a 2 29 shareholder vote," and inserting the following: 2 30 "corporate action taken pursuant to a shareholder2 31vote". 2 32 #27. Page 74, lines 29 through 31, by striking the 2 33 words "that provides that voting or nonvoting 2 34 shareholders are entitled to dissent and obtain 2 35 payment for their shares" and inserting the following: 2 36 "provides that voting or nonvoting shareholders are2 37entitled to dissent and obtain payment for their2 38shares". 2 39 #28. Page 76, line 2, by striking the word "who:" 2 40 and inserting the following: "who fulfills either of 2 41 the following:" 2 42 #29. Page 82, line 29, by striking the letter 2 43 ""c"" and inserting the following: ""c",". 2 44 #30. Page 82, by striking line 32, and inserting 2 45 the following: "490.1325. In addition, a shareholder 2 46 who wishes to exercise appraisal rights must execute 2 47 and return the form and, in a case of certificated 2 48 shares, deposit the shareholder's certificates in". 2 49 #31. Page 83, by striking lines 5 through 8, and 2 50 inserting the following: 3 1 "2.The shareholder who demands payment and3 2deposits the shareholder's shares under subsection 13 3retains all other rights of a shareholder until these3 4rights are canceled or modified by the taking of the3 5proposed corporate action.A". 3 6 #32. Page 83, line 29, by inserting after the 3 7 figure "(2)," the following: "is due,". 3 8 #33. Page 86, line 33, by striking the word 3 9 "unsettled" and inserting the following: 3 10 "unsettled,". 3 11 #34. Page 92, line 3, by inserting before the 3 12 words "the assets" the following: "if". 3 13 #35. Page 94, line 29, by striking the word "may" 3 14 and inserting the following: "shall". 3 15 #36. Page 98, by inserting after line 31 the 3 16 following: 3 17 "Sec. . Section 491.3, subsection 8, Code 2001, 3 18 is amended to read as follows: 3 19 8. A corporation organized under or subject to 3 20 this chapter may make indemnification as provided in 3 21 sections 490.850 through490.858490.859. 3 22 Sec. . Section 491.16, Code 2001, is amended to 3 23 read as follows: 3 24 491.16 INDEMNIFICATION OF OFFICERS, DIRECTORS, 3 25 EMPLOYEES, AND AGENTS – INSURANCE. 3 26 Sections 490.850 through490.858490.859 apply to 3 27 corporations organized under or subject to this 3 28 chapter. 3 29 Sec. . Section 497.34, Code 2001, is amended to 3 30 read as follows: 3 31 497.34 INDEMNIFICATION. 3 32 A cooperative association operating under this 3 33 chapter may indemnify any present or former director, 3 34 officer, employee, member, or volunteer in the manner 3 35 and in the instances authorized in sections 490.850 3 36 through490.858490.859, provided that where sections 3 37 490.850 through490.858490.859 provide for action by 3 38 shareholders the sections are applicable to action by 3 39 voting members of the cooperative association, and 3 40 where sections 490.850 through490.858490.859 refer 3 41 to the corporation organized under chapter 490 the 3 42 sections are applicable to the cooperative association 3 43 organized under this chapter, and where sections 3 44 490.850 through490.858490.859 refer to the director 3 45 the sections are applicable to a director, officer, 3 46 employee, member, or volunteer of the cooperative 3 47 association organized under this chapter. 3 48 Sec. . Section 498.36, Code 2001, is amended to 3 49 read as follows: 3 50 498.36 INDEMNIFICATION. 4 1 A cooperative association operating under this 4 2 chapter may indemnify any present or former director, 4 3 officer, employee, member, or volunteer in the manner 4 4 and in the instances authorized in sections 490.850 4 5 through490.858490.859, provided that where sections 4 6 490.850 through490.858490.859 provide for action by 4 7 shareholders the sections are applicable to action by 4 8 voting members of the cooperative association, and 4 9 where sections 490.850 through490.858490.859 refer 4 10 to the corporation organized under chapter 490 the 4 11 sections are applicable to the cooperative association 4 12 organized under this chapter, and where sections 4 13 490.850 through490.858490.859 refer to the director 4 14 the sections are applicable to a director, officer, 4 15 employee, member, or volunteer of the cooperative 4 16 association organized under this chapter. 4 17 Sec. . Section 499.59A, Code 2001, is amended 4 18 to read as follows: 4 19 499.59A INDEMNIFICATION. 4 20 A cooperative association operating under this 4 21 chapter may indemnify any present or former director, 4 22 officer, employee, member, or volunteer in the manner 4 23 and in the instances authorized in sections 490.850 4 24 through490.858490.859, provided that where sections 4 25 490.850 through490.858490.859 provide for action by 4 26 shareholders the sections are applicable to action by 4 27 voting members of the cooperative association, and 4 28 where sections 490.850 through490.858490.859 refer 4 29 to the corporation organized under chapter 490 the 4 30 sections are applicable to the cooperative association 4 31 organized under this chapter, and where sections 4 32 490.850 through490.858490.859 refer to the director 4 33 the sections are applicable to a director, officer, 4 34 employee, member, or volunteer of the cooperative 4 35 association organized under this chapter. 4 36 Sec. . Section 499.69A, subsections 4 and 7, 4 37 Code 2001, are amended to read as follows: 4 38 4. For a surviving cooperative association, a 4 39 qualified merger becomes effective upon the filing of 4 40 the articles of merger with the secretary of state and 4 41 the issuance of a certificate of merger pursuant to 4 42 section 499.68 or the date stated in the articles of 4 43 merger, whichever is later. For a surviving qualified 4 44 corporation, a qualified merger becomes effective upon 4 45 the filing of the articles of merger with the 4 46 secretary of state pursuant to section490.11054 47 490.1106 or the date stated in the articles, whichever 4 48 is later. 4 49 7. A foreign cooperative association may 4 50 participate in a qualified merger as provided in this 5 1 section, if the foreign cooperative association 5 2 complies with the requirements for a cooperative 5 3 association under this section and the requirements 5 4 for a foreign cooperative association under section 5 5 499.69. A foreign corporation may participate in a 5 6 qualified merger as provided in this section if it 5 7 complies with the requirements of a qualified 5 8 corporation under this section and the requirements 5 9 for a foreign corporation under section490.11075 10 490.1102. 5 11 Sec. . Section 508B.2, unnumbered paragraph 2, 5 12 Code 2001, is amended to read as follows: 5 13 A plan of conversion may provide that a mutual 5 14 company may convert into a domestic stock company, 5 15 convert and merge, or convert and consolidate with a 5 16 domestic stock company, as provided in chapter 490 or 5 17 491, whichever is applicable. However, the mutual 5 18 company is not required to comply with sections 5 19 491.102 through 491.105 or sections490.1101490.1102 5 20 and490.1103490.1104 relating to approval of merger 5 21 or consolidation plans by boards of directors and 5 22 shareholders, if at the time of approval of the plan 5 23 of conversion the board of directors approves the 5 24 merger or consolidation and if at the time of approval 5 25 of the plan by policyholders as provided in section 5 26 508B.6, the policyholders approve the merger or 5 27 consolidation. This chapter supersedes any 5 28 conflicting provisions of chapters 521 and 521A. A 5 29 mutual company may convert, merge, or consolidate as 5 30 part of a plan of conversion in which a majority or 5 31 all of the common shares of the stock company are 5 32 acquired by another corporation, which may be a 5 33 corporation organized for that purpose, or in which 5 34 the new stock company consolidates with a stock 5 35 company to form another stock company. 5 36 Sec. . Section 504A.4, subsection 14, Code 5 37 2001, is amended to read as follows: 5 38 14. A corporation operating under this chapter may 5 39 indemnify any present or former director, officer, 5 40 employee, member, or volunteer in the manner and in 5 41 the instances authorized in sections 490.850 through 5 42490.858490.859. 5 43 Sec. . Section 508C.16, unnumbered paragraph 2, 5 44 Code 2001, is amended to read as follows: 5 45 Sections 490.850 through490.858490.859 apply to 5 46 the association. 5 47 Sec. ___. Section 524.801, subsection 7, Code 5 48 2001, is amended to read as follows: 5 49 7. To indemnify a director, officer, or employee, 5 50 or a former director, officer, or employee of the 6 1 state bank in the manner and in the instances 6 2 authorized by sections 490.850 through490.8586 3 490.859. 6 4 Sec. . Section 524.1213, subsection 2, Code 6 5 Supplement 2001, is amended to read as follows: 6 6 2. A united community bank office formed under 6 7 this section shall have a united community bank office 6 8 board, at least one-half or more of the members of 6 9 which shall be residents of the county in which the 6 10 united community bank office is located. The 6 11 liability of the united community bank office board 6 12 shall be limited as provided in section 524.614. The 6 13 bank establishing and operating the united community 6 14 bank office may indemnify members of the united 6 15 community bank office board as agents of the bank in 6 16 the manner and in the instances authorized by sections 6 17 490.850 through490.858490.859. 6 18 Sec. . Section 524.1309, subsection 8, Code 6 19 2001, is amended to read as follows: 6 20 8. A shareholder of a state bank who objects to 6 21 adoption by the state bank of a plan to cease to carry 6 22 on the business of banking and to continue as a 6 23 corporation subject to chapter 490, is entitled tothe6 24rights and remedies of a dissenting shareholder6 25 appraisal rights provided for in chapter 490, division 6 26 XIII. 6 27 Sec. . Section 524.1402, subsection 2, Code 6 28 2001, is amended to read as follows: 6 29 2. In the case of a state bank which is a party to 6 30 the plan, if the proposed merger will result in a 6 31 state bank subject to this chapter, adoption of the 6 32 plan by such state bank requires the affirmative vote 6 33 of at least a majority of the directors and approval 6 34 by the shareholders, in the manner and according to 6 35 the procedures prescribed in section490.11036 36 490.1104, at a meeting called in accordance with the 6 37 terms of that section. In the case of a national 6 38 bank, or if the proposed merger will result in a 6 39 national bank, adoption of the plan by each party to 6 40 the merger shall require the affirmative vote of at 6 41 least such directors and shareholders whose 6 42 affirmative vote on the plan is required under the 6 43 laws of the United States. Subject to applicable 6 44 requirements of the laws of the United States in a 6 45 case in which a national bank is a party to a plan, 6 46 any modification of a plan which has been adopted 6 47 shall be made by any method provided in the plan, or 6 48 in the absence of such provision, by the same vote as 6 49 required for adoption. 6 50 Sec. . Section 524.1406, Code 2001, is amended 7 1 to read as follows: 7 2 524.1406RIGHTSAPPRAISAL RIGHTS OFDISSENTING7 3 SHAREHOLDERS. 7 4 1. A shareholder of a state bank, which is a party 7 5 to a proposed merger plan which will result in a state 7 6 bank subject to this chapter, who objects to the plan 7 7 is entitled tothe rights and remedies of a dissenting7 8shareholderappraisal rights as provided in chapter 7 9 490, division XIII. 7 10 2. If a shareholder of a national bank which is a 7 11 party to a proposed merger plan which will result in a 7 12 state bank, or a shareholder of a state bank which is 7 13 a party to a plan which will result in a national 7 14 bank, objects to the plan and complies with the 7 15 requirements of the applicable laws of the United 7 16 States, the resulting state bank or national bank, as 7 17 the case may be, is liable for the value of the 7 18 shareholder's shares as determined in accordance with 7 19 such laws of the United States. 7 20 3. a. Notwithstanding any contrary provision in 7 21 chapter 490, division XIII, in determining the fair 7 22 value of the shareholder's shares of a bank organized 7 23 under this chapter or a bank holding company as 7 24 defined in section 524.1801 in a transaction or event 7 25 in which the shareholder is entitled tothe rights and7 26remedies of a dissenting shareholderappraisal rights, 7 27 due consideration shall be given to valuation factors 7 28 recognized for federal and estate tax purposes, 7 29 including discounts for minority interests and 7 30 discounts for lack of marketability. However, any 7 31 payment made todissentingshareholders under section 7 32490.1325490.1324 shall be in an amount not less than 7 33 the stockholders' equity in the bank disclosed in its 7 34 last statement of condition filed under section 7 35 524.220 or the total equity capital of the bank 7 36 holding company disclosed in the most recent report 7 37 filed by the bank holding company with the board of 7 38 governors of the federal reserve system, divided by 7 39 the number of shares outstanding. 7 40 b. Prior to giving notice of a meeting at which a 7 41 shareholder of a bank organized under this chapter or 7 42 a bank holding company as defined in section 524.1801 7 43 would be entitled tothe rights and remedies of a7 44dissenting shareholderappraisal rights, such bank or 7 45 bank holding company may seek a declaratory judgment 7 46 to establish the fair value for purposes of section 7 47 490.1301, subsection 4, of shares held by such 7 48 shareholders. Another cause of action or a 7 49 counterclaim shall not be joined with such a 7 50 declaratory action. A declaratory judgment shall be 8 1 filed in the county where the principal place of 8 2 business of the bank or bank holding company is 8 3 located. The court shall appoint an attorney to 8 4 represent minority shareholders. All shareholders of 8 5 the bank or bank holding company shall be served with 8 6 notice of the action and be advised of the name, 8 7 address, and telephone number of the attorney 8 8 appointed to represent minority shareholders. The 8 9 attorney appointed to represent minority shareholders 8 10 shall select an appraiser to give an opinion of the 8 11 fair value of such shares. The bank or bank holding 8 12 company may select an appraiser to give an opinion on 8 13 the fair value of the shares of the bank or bank 8 14 holding company. Any shareholder may participate 8 15 individually and present evidence of the fair value of 8 16 such shareholder's shares. All court costs, 8 17 appraiser's fees, and the fees and expenses of the 8 18 attorney appointed to represent the minority 8 19 shareholders shall be assessed against the bank or the 8 20 bank holding company. A judgment in the action shall 8 21 not determine fair value for a share to be less than 8 22 the stockholders' equity in the bank disclosed in its 8 23 last statement of condition filed under section 8 24 524.220 or the total equity capital of the bank 8 25 holding company disclosed in the most recent report 8 26 filed by the bank holding company with the board of 8 27 governors of the federal reserve system, divided by 8 28 the number of shares outstanding. A final judgment in 8 29 the action shall establish fair value for the purposes 8 30 of chapter 490, division XIII and shall be disclosed 8 31 to the shareholders in the notice to shareholders of 8 32 the meeting to approve the transaction that gives rise 8 33 todissenters'appraisal rights. If the proposed 8 34 transaction is approved by the shareholders, upon 8 35 consummation of the proposed transaction the fair 8 36 value so established shall be paid to each shareholder 8 37 entitled to payment for the shareholder's shares upon 8 38 receipt of such shareholder's share certificates. 8 39 Sec. . Section 524.1408, Code 2001, is amended 8 40 to read as follows: 8 41 524.1408 MERGER OF CORPORATION SUBSTANTIALLY OWNED 8 42 BY A STATE BANK. 8 43 A state bank owning at least ninety percent of the 8 44 outstanding shares, of each class, of another 8 45 corporation which it is authorized to own under this 8 46 chapter, may merge the other corporation into itself 8 47 without approval by a vote of the shareholders of 8 48 either the state bank or the subsidiary corporation. 8 49 The board of directors of the state bank shall approve 8 50 a plan of merger, mail to shareholders of record of 9 1 the subsidiary corporation, and prepare and execute 9 2 articles of merger in the manner provided for in 9 3 section490.1104490.1105. The articles of merger, 9 4 together with the applicable filing and recording 9 5 fees, shall be delivered to the superintendent who 9 6 shall, if the superintendent approves of the proposed 9 7 merger and if the superintendent finds the articles of 9 8 merger satisfy the requirements of this section, 9 9 deliver them to the secretary of state for filing and 9 10 recording in the secretary of state's office, and they 9 11 shall be filed in the office of the county recorder. 9 12 The secretary of state upon filing the articles of 9 13 merger shall issue a certificate of merger and send 9 14 the certificate to the state bank and a copy of it to 9 15 the superintendent. 9 16 Sec. . Section 524.1417, Code 2001, is amended 9 17 to read as follows: 9 18 524.1417RIGHTSAPPRAISAL RIGHTS OFDISSENTING9 19 SHAREHOLDER OF CONVERTING STATE OR NATIONAL BANK OR 9 20 FEDERAL SAVINGS ASSOCIATION. 9 21 1. A shareholder of a state bankwhichthat 9 22 converts into a national bank or federal savings 9 23 association who objects to the plan of conversion is 9 24 entitled tothe rights and remedies of a dissenting9 25shareholderappraisal rights as provided in chapter 9 26 490, division XIII. 9 27 2. If a shareholder of a national bank or federal 9 28 savings association, whichthat converts into a state 9 29 bank,objects to the plan of conversion and complies 9 30 with the requirements of applicable laws of the United 9 31 States, the resulting state bank is liable for the 9 32 value of the shareholder's shares as determined in 9 33 accordance with such laws of the United States. 9 34 Sec. . Section 533.4, subsection 27, Code 2001, 9 35 is amended to read as follows: 9 36 27. To provide indemnity for the director, 9 37 officer, or employee in the same fashion that a 9 38 corporation organized under chapter 490 could under 9 39 sections 490.850 through490.858490.859; however, 9 40 where those sections provide for action by 9 41 shareholders the provision is applicable to action by 9 42 members of the credit union and where the sections 9 43 have reference to the corporation organized under 9 44 chapter 490, the provision is applicable to the 9 45 association organized under this chapter. 9 46 Sec. . Section 534.504, Code 2001, is amended 9 47 to read as follows: 9 48 534.504 MEETINGS OF STOCKHOLDERS. 9 49 Sections 490.701 through490.731490.732 apply to 9 50 stock associations. 10 1 Sec. . Section 534.605, subsection 4, Code 10 2 Supplement 2001, is amended to read as follows: 10 3 4. An association operating under this chapter may 10 4 indemnify any present or former director, officer, or 10 5 employee in the manner and in the instances authorized 10 6 in sections 490.850 through490.858490.859. If the 10 7 association is a mutual association, the references in 10 8 those sections to stockholder shall be deemed to be 10 9 references to members. 10 10 Sec. . Section 534.607, Code 2001, is amended 10 11 to read as follows: 10 12 534.607 INDEMNIFICATION. 10 13 Except as otherwise provided in section 534.602, 10 14 sections 490.850 through490.858490.859 apply to 10 15 associations incorporated under this chapter." 10 16 #37. By renumbering, redesignating, and correcting 10 17 internal references as necessary. 10 18 10 19 10 20 10 21 SHEY of Linn 10 22 HF 2509.502 79 10 23 jj/pj
Text: H08228 Text: H08230 Text: H08200 - H08299 Text: H Index Bills and Amendments: General Index Bill History: General Index
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