Text: S05275                            Text: S05277
Text: S05200 - S05299                   Text: S Index
Bills and Amendments: General Index     Bill History: General Index

Senate Amendment 5276

Amendment Text

PAG LIN
  1  1    Amend Senate File 2285 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:  "holders
  1  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 24, by striking lines 28 and 29 and
  1 19 inserting the following:  "the protection afforded by
  1 20 section 490.832 if interposed as a".
  1 21    #9.  Page 26, by inserting after line 26 the
  1 22 following:
  1 23    "Sec.    .  Section 490.832, Code 2001, is amended
  1 24 by striking the section and inserting in lieu thereof
  1 25 the following:
  1 26    490.832  DIRECTOR CONFLICT OF INTEREST.
  1 27    1.  A conflict of interest transaction is a
  1 28 transaction with the corporation in which a director
  1 29 of the corporation has a direct or indirect interest.
  1 30 A conflict of interest transaction is not voidable by
  1 31 the corporation solely because of the director's
  1 32 interest in the transaction if any one of the
  1 33 following is true:
  1 34    a.  The material facts of the transaction and the
  1 35 director's interest were disclosed or known to the
  1 36 board of directors or a committee of the board of
  1 37 directors and the board of directors or committee
  1 38 authorized, approved, or ratified the transaction.
  1 39    b.  The material facts of the transaction and the
  1 40 director's interest were disclosed or known to the
  1 41 shareholders entitled to vote and the shareholders
  1 42 authorized, approved, or ratified the transaction.
  1 43    c.  The transaction was fair to the corporation.
  1 44    2.  For purposes of this section, a director of the
  1 45 corporation has an indirect interest in a transaction
  1 46 if either of the following is true:
  1 47    a.  Another entity in which the director has a
  1 48 material financial interest or in which the director
  1 49 is a general partner is a party to the transaction.
  1 50    b.  Another entity of which the director is a
  2  1 director, officer, or trustee is a party to the
  2  2 transaction and the transaction is or should be
  2  3 considered by the board of directors of the
  2  4 corporation.
  2  5    3.  For purposes of subsection 1, paragraph "a", a
  2  6 conflict of interest transaction is authorized,
  2  7 approved, or ratified if it receives the affirmative
  2  8 vote of a majority of the directors on the board of
  2  9 directors or on the committee, who have no direct or
  2 10 indirect interest in the transaction, but a
  2 11 transaction may not be authorized, approved, or
  2 12 ratified under this section by a single director.  If
  2 13 a majority of the directors who have no direct or
  2 14 indirect interest in the transaction vote to
  2 15 authorize, approve, or ratify the transaction, a
  2 16 quorum is present for the purpose of taking action
  2 17 under this section.  The presence of, or a vote cast
  2 18 by, a director with a direct or indirect interest in
  2 19 the transaction does not affect the validity of any
  2 20 action taken under subsection 1, paragraph "a", if the
  2 21 transaction is otherwise authorized, approved, or
  2 22 ratified as provided in that subsection.
  2 23    4.  For purposes of subsection 1, paragraph "b", a
  2 24 conflict of interest transaction is authorized,
  2 25 approved, or ratified if it receives the vote of a
  2 26 majority of the shares entitled to be counted under
  2 27 this subsection.  Shares owned by or voted under the
  2 28 control of a director who has a direct or indirect
  2 29 interest in the transaction, and shares owned by or
  2 30 voted under the control of an entity described in
  2 31 subsection 2, paragraph "a", shall not be counted in a
  2 32 vote of shareholders to determine whether to
  2 33 authorize, approve, or ratify a conflict of interest
  2 34 transaction under subsection 1, paragraph "b".  The
  2 35 vote of those shares, however, is counted in
  2 36 determining whether the transaction is approved under
  2 37 other sections of this chapter.  A majority of the
  2 38 shares, whether or not present, that are entitled to
  2 39 be counted in a vote on the transaction under this
  2 40 subsection constitutes a quorum for the purpose of
  2 41 taking action under this section."
  2 42    #10.  Page 29, line 17, by striking the word "in"
  2 43 and inserting the following:  "as to".
  2 44    #11.  Page 30, line 20, by striking the words "of
  2 45 the" and inserting the following:  "or the".
  2 46    #12.  Page 30, line 21, by striking the word "of"
  2 47 and inserting the following:  "or".
  2 48    #13.  Page 32, by striking line 29, and inserting
  2 49 the following:  "was in the corporation's best
  2 50 interests of the corporation."
  3  1    #14.  Page 32, by striking line 31, and inserting
  3  2 the following:  "at least not opposed to the
  3  3 corporation's best interests of the corporation."
  3  4    #15.  Page 35, lines 6 and 7, by striking the words
  3  5 "Authorizations of payments" and inserting the
  3  6 following:  "of payments Authorizations".
  3  7    #16.  By striking page 41, line 25, through page
  3  8 47, line 11.
  3  9    #17.  Page 48, line 14, by striking the word
  3 10 "conflict" and inserting the following:  "conflict
  3 11 conflicts".
  3 12    #18.  Page 49, line 31, by striking the word "that"
  3 13 and inserting the following:  "that the".
  3 14    #19.  Page 56, line 13, by striking the word
  3 15 "another" and inserting the following:  "an other".
  3 16    #20.  Page 56, line 19, by striking the word
  3 17 "another" and inserting the following:  "an other".
  3 18    #21.  Page 56, line 31, by striking the word
  3 19 "another" and inserting the following:  "an other".
  3 20    #22.  Page 57, line 30, by striking the word
  3 21 "securities" and inserting the following:
  3 22 "securities,".
  3 23    #23.  Page 62, lines 5 and 6, by striking the words
  3 24 "an existing" and inserting the following:  "a".
  3 25    #24.  Page 67, line 6, by striking the word
  3 26 "entity" and inserting the following:  "entity,".
  3 27    #25.  Page 68, by inserting after line 9 the
  3 28 following:
  3 29    "Sec.    .  NEW SECTION.  490.1108A  CONSIDERATION
  3 30 OF ACQUISITION PROPOSALS – COMMUNITY INTERESTS.
  3 31    1.  A director, in determining what is in the best
  3 32 interest of the corporation when considering a tender
  3 33 offer or proposal of acquisition, merger,
  3 34 consolidation, or similar proposal, may consider any
  3 35 or all of the following community interest factors, in
  3 36 addition to consideration of the effects of any action
  3 37 on shareholders:
  3 38    a.  The effects of the action on the corporation's
  3 39 employees, suppliers, creditors, and customers.
  3 40    b.  The effects of the action on the communities in
  3 41 which the corporation operates.
  3 42    c.  The long-term as well as short-term interests
  3 43 of the corporation and its shareholders, including the
  3 44 possibility that these interests may be best served by
  3 45 the continued independence of the corporation.
  3 46    2.  If on the basis of the community interest
  3 47 factors described in subsection 1, the board of
  3 48 directors determines that a proposal or offer to
  3 49 acquire or merge the corporation is not in the best
  3 50 interests of the corporation, it may reject the
  4  1 proposal or offer.  If the board of directors
  4  2 determines to reject any such proposal or offer, the
  4  3 board of directors has no obligation to facilitate, to
  4  4 remove any barriers to, or to refrain from impeding,
  4  5 the proposal or offer.  Consideration of any or all of
  4  6 the community interest factors is not a violation of
  4  7 the business judgment rule or of any duty of the
  4  8 director to the shareholders, or a group of
  4  9 shareholders, even if the director reasonably
  4 10 determines that a community interest factor or factors
  4 11 outweigh the financial or other benefits to the
  4 12 corporation or a shareholder or group of shareholders.
  4 13    "Sec.    .  Section 490.1110, subsection 2,
  4 14 paragraph f, subparagraph (2), subparagraph
  4 15 subdivision (a), Code 2001, is amended to read as
  4 16 follows:
  4 17    (a)  A merger of the corporation, other than a
  4 18 merger pursuant to section 490.1104 490.1105.
  4 19    Sec.    .  Section 490.1110, subsection 3,
  4 20 paragraph c, subparagraph (3), subparagraph
  4 21 subdivision (b), Code 2001, is amended to read as
  4 22 follows:
  4 23    (b)  Pursuant to a merger under section 490.1104
  4 24 490.1105."
  4 25    #26.  Page 71, line 3, by striking the word
  4 26 "presented" and inserting the following:  "present".
  4 27    #27.  Page 72, by inserting after line 16 the
  4 28 following:
  4 29    "With respect to shares of a corporation that is a
  4 30 bank holding company as defined in section 524.1801,
  4 31 the factors identified in section 524.1406, subsection
  4 32 3, paragraph "a", shall also be considered in
  4 33 determining fair value."
  4 34    #28.  Page 74, lines 25 and 26, by striking the
  4 35 words "corporate action taken pursuant to a
  4 36 shareholder vote," and inserting the following:
  4 37 "corporate action taken pursuant to a shareholder
  4 38 vote".
  4 39    #29.  Page 74, lines 29 through 31, by striking the
  4 40 words "that provides that voting or nonvoting
  4 41 shareholders are entitled to dissent and obtain
  4 42 payment for their shares" and inserting the following:
  4 43 "provides that voting or nonvoting shareholders are
  4 44 entitled to dissent and obtain payment for their
  4 45 shares".
  4 46    #30.  Page 76, line 2, by striking the word "who:"
  4 47 and inserting the following:  "who fulfills either of
  4 48 the following:"
  4 49    #31.  Page 77, line 4, by striking the figure
  4 50 "490.862" and inserting the following:  "490.832".
  5  1    #32.  Page 82, line 29, by striking the letter
  5  2 ""c"" and inserting the following:  ""c",".
  5  3    #33.  Page 82, by striking line 32, and inserting
  5  4 the following:  "490.1325.  In addition, a shareholder
  5  5 who wishes to exercise appraisal rights must execute
  5  6 and return the form and, in a case of certificated
  5  7 shares, deposit the shareholder's certificates in".
  5  8    #34.  Page 83, by striking lines 5 through 8, and
  5  9 inserting the following:
  5 10    "2.  The shareholder who demands payment and
  5 11 deposits the shareholder's shares under subsection 1
  5 12 retains all other rights of a shareholder until these
  5 13 rights are canceled or modified by the taking of the
  5 14 proposed corporate action.  A".
  5 15    #35.  Page 83, line 29, by inserting after the
  5 16 figure "(2)," the following:  "is due,".
  5 17    #36.  Page 86, line 33, by striking the word
  5 18 "unsettled" and inserting the following:
  5 19 "unsettled,".
  5 20    #37.  Page 92, line 3, by inserting before the
  5 21 words "the assets" the following:  "if".
  5 22    #38.  Page 94, line 29, by striking the word "may"
  5 23 and inserting the following:  "shall".
  5 24    #39.  Page 98, by inserting after line 31 the
  5 25 following:
  5 26    "Sec.    .  Section 491.3, subsection 8, Code 2001,
  5 27 is amended to read as follows:
  5 28    8.  A corporation organized under or subject to
  5 29 this chapter may make indemnification as provided in
  5 30 sections 490.850 through 490.858 490.859.
  5 31    Sec.    .  Section 491.16, Code 2001, is amended to
  5 32 read as follows:
  5 33    491.16  INDEMNIFICATION OF OFFICERS, DIRECTORS,
  5 34 EMPLOYEES, AND AGENTS – INSURANCE.
  5 35    Sections 490.850 through 490.858 490.859 apply to
  5 36 corporations organized under or subject to this
  5 37 chapter.
  5 38    Sec.    .  Section 497.34, Code 2001, is amended to
  5 39 read as follows:
  5 40    497.34  INDEMNIFICATION.
  5 41    A cooperative association operating under this
  5 42 chapter may indemnify any present or former director,
  5 43 officer, employee, member, or volunteer in the manner
  5 44 and in the instances authorized in sections 490.850
  5 45 through 490.858 490.859, provided that where sections
  5 46 490.850 through 490.858 490.859 provide for action by
  5 47 shareholders the sections are applicable to action by
  5 48 voting members of the cooperative association, and
  5 49 where sections 490.850 through 490.858 490.859 refer
  5 50 to the corporation organized under chapter 490 the
  6  1 sections are applicable to the cooperative association
  6  2 organized under this chapter, and where sections
  6  3 490.850 through 490.858 490.859 refer to the director
  6  4 the sections are applicable to a director, officer,
  6  5 employee, member, or volunteer of the cooperative
  6  6 association organized under this chapter.
  6  7    Sec.    .  Section 498.36, Code 2001, is amended to
  6  8 read as follows:
  6  9    498.36  INDEMNIFICATION.
  6 10    A cooperative association operating under this
  6 11 chapter may indemnify any present or former director,
  6 12 officer, employee, member, or volunteer in the manner
  6 13 and in the instances authorized in sections 490.850
  6 14 through 490.858 490.859, provided that where sections
  6 15 490.850 through 490.858 490.859 provide for action by
  6 16 shareholders the sections are applicable to action by
  6 17 voting members of the cooperative association, and
  6 18 where sections 490.850 through 490.858 490.859 refer
  6 19 to the corporation organized under chapter 490 the
  6 20 sections are applicable to the cooperative association
  6 21 organized under this chapter, and where sections
  6 22 490.850 through 490.858 490.859 refer to the director
  6 23 the sections are applicable to a director, officer,
  6 24 employee, member, or volunteer of the cooperative
  6 25 association organized under this chapter.
  6 26    Sec.    .  Section 499.59A, Code 2001, is amended
  6 27 to read as follows:
  6 28    499.59A  INDEMNIFICATION.
  6 29    A cooperative association operating under this
  6 30 chapter may indemnify any present or former director,
  6 31 officer, employee, member, or volunteer in the manner
  6 32 and in the instances authorized in sections 490.850
  6 33 through 490.858 490.859, provided that where sections
  6 34 490.850 through 490.858 490.859 provide for action by
  6 35 shareholders the sections are applicable to action by
  6 36 voting members of the cooperative association, and
  6 37 where sections 490.850 through 490.858 490.859 refer
  6 38 to the corporation organized under chapter 490 the
  6 39 sections are applicable to the cooperative association
  6 40 organized under this chapter, and where sections
  6 41 490.850 through 490.858 490.859 refer to the director
  6 42 the sections are applicable to a director, officer,
  6 43 employee, member, or volunteer of the cooperative
  6 44 association organized under this chapter.
  6 45    Sec.    .  Section 499.69A, subsections 4 and 7,
  6 46 Code 2001, are amended to read as follows:
  6 47    4.  For a surviving cooperative association, a
  6 48 qualified merger becomes effective upon the filing of
  6 49 the articles of merger with the secretary of state and
  6 50 the issuance of a certificate of merger pursuant to
  7  1 section 499.68 or the date stated in the articles of
  7  2 merger, whichever is later.  For a surviving qualified
  7  3 corporation, a qualified merger becomes effective upon
  7  4 the filing of the articles of merger with the
  7  5 secretary of state pursuant to section 490.1105
  7  6 490.1106 or the date stated in the articles, whichever
  7  7 is later.
  7  8    7.  A foreign cooperative association may
  7  9 participate in a qualified merger as provided in this
  7 10 section, if the foreign cooperative association
  7 11 complies with the requirements for a cooperative
  7 12 association under this section and the requirements
  7 13 for a foreign cooperative association under section
  7 14 499.69.  A foreign corporation may participate in a
  7 15 qualified merger as provided in this section if it
  7 16 complies with the requirements of a qualified
  7 17 corporation under this section and the requirements
  7 18 for a foreign corporation under section 490.1107
  7 19 490.1102.
  7 20    Sec.    .  Section 508B.2, unnumbered paragraph 2,
  7 21 Code 2001, is amended to read as follows:
  7 22    A plan of conversion may provide that a mutual
  7 23 company may convert into a domestic stock company,
  7 24 convert and merge, or convert and consolidate with a
  7 25 domestic stock company, as provided in chapter 490 or
  7 26 491, whichever is applicable.  However, the mutual
  7 27 company is not required to comply with sections
  7 28 491.102 through 491.105 or sections 490.1101 490.1102
  7 29 and 490.1103 490.1104 relating to approval of merger
  7 30 or consolidation plans by boards of directors and
  7 31 shareholders, if at the time of approval of the plan
  7 32 of conversion the board of directors approves the
  7 33 merger or consolidation and if at the time of approval
  7 34 of the plan by policyholders as provided in section
  7 35 508B.6, the policyholders approve the merger or
  7 36 consolidation.  This chapter supersedes any
  7 37 conflicting provisions of chapters 521 and 521A.  A
  7 38 mutual company may convert, merge, or consolidate as
  7 39 part of a plan of conversion in which a majority or
  7 40 all of the common shares of the stock company are
  7 41 acquired by another corporation, which may be a
  7 42 corporation organized for that purpose, or in which
  7 43 the new stock company consolidates with a stock
  7 44 company to form another stock company.
  7 45    Sec.    .  Section 504A.4, subsection 14, Code
  7 46 2001, is amended to read as follows:
  7 47    14.  A corporation operating under this chapter may
  7 48 indemnify any present or former director, officer,
  7 49 employee, member, or volunteer in the manner and in
  7 50 the instances authorized in sections 490.850 through
  8  1 490.858 490.859.
  8  2    Sec.    .  Section 508B.13, Code 2001, is amended
  8  3 to read as follows:
  8  4    508B.13  PROHIBITIONS ON CERTAIN OFFERS TO ACQUIRE
  8  5 SHARES.
  8  6    Prior to and for a period of five years following
  8  7 the effective date of the conversion, and in the case
  8  8 of the plans of conversion specified in subsections 1
  8  9 and 3 of section 508B.3, five years following the date
  8 10 of distribution of consideration to the policyholders
  8 11 in exchange for their membership interests, a person,
  8 12 other than the reorganized company, other than an
  8 13 employee benefit plan or employee benefit trust
  8 14 sponsored by the reorganized company, or as otherwise
  8 15 specifically provided for in the plan of conversion,
  8 16 shall not directly or indirectly acquire or offer to
  8 17 acquire the beneficial ownership of more than five
  8 18 percent of any class of voting security of the
  8 19 reorganized company, and a person, other than the
  8 20 reorganized company or other than an employee benefit
  8 21 plan or employee benefit trust sponsored by the
  8 22 reorganized company, who acquires five percent or more
  8 23 of any class of voting security of the reorganized
  8 24 company prior to the conversion or as specifically
  8 25 provided for in the plan of conversion, shall not
  8 26 directly or indirectly acquire or offer to acquire the
  8 27 beneficial ownership of additional voting securities
  8 28 of the reorganized company, unless the acquisition is
  8 29 approved by the commissioner as not being contrary to
  8 30 the interests of the policyholders of the reorganized
  8 31 company or its life insurance company subsidiary and
  8 32 by the board of directors of the reorganized company.
  8 33 The commissioner and the board of directors may
  8 34 consider the factors set forth in section 490.1108
  8 35 490.1108A.  The provisions of section 521A.3, except
  8 36 subsection 4, paragraph "a", shall be applicable to a
  8 37 proposed acquisition subject to this section.  An
  8 38 approved plan of conversion may include a stock option
  8 39 plan.  As used in this section, "beneficial ownership"
  8 40 means, with respect to a security, the sole or shared
  8 41 power to vote or direct the voting of the security or
  8 42 the sole power to dispose or direct the disposition of
  8 43 the security.
  8 44    Sec.    .  Section 508C.16, unnumbered paragraph 2,
  8 45 Code 2001, is amended to read as follows:
  8 46    Sections 490.850 through 490.858 490.859 apply to
  8 47 the association.
  8 48    Sec. ___.  Section 524.801, subsection 7, Code
  8 49 2001, is amended to read as follows:
  8 50    7.  To indemnify a director, officer, or employee,
  9  1 or a former director, officer, or employee of the
  9  2 state bank in the manner and in the instances
  9  3 authorized by sections 490.850 through 490.858
  9  4 490.859.
  9  5    Sec.    .  Section 524.1213, subsection 2, Code
  9  6 Supplement 2001, is amended to read as follows:
  9  7    2.  A united community bank office formed under
  9  8 this section shall have a united community bank office
  9  9 board, at least one-half or more of the members of
  9 10 which shall be residents of the county in which the
  9 11 united community bank office is located.  The
  9 12 liability of the united community bank office board
  9 13 shall be limited as provided in section 524.614.  The
  9 14 bank establishing and operating the united community
  9 15 bank office may indemnify members of the united
  9 16 community bank office board as agents of the bank in
  9 17 the manner and in the instances authorized by sections
  9 18 490.850 through 490.858 490.859.
  9 19    Sec.    .  Section 524.1309, subsection 8, Code
  9 20 2001, is amended to read as follows:
  9 21    8.  A shareholder of a state bank who objects to
  9 22 adoption by the state bank of a plan to cease to carry
  9 23 on the business of banking and to continue as a
  9 24 corporation subject to chapter 490, is entitled to the
  9 25 rights and remedies of a dissenting shareholder
  9 26 appraisal rights provided for in chapter 490, division
  9 27 XIII.
  9 28    Sec.    .  Section 524.1402, subsection 2, Code
  9 29 2001, is amended to read as follows:
  9 30    2.  In the case of a state bank which is a party to
  9 31 the plan, if the proposed merger will result in a
  9 32 state bank subject to this chapter, adoption of the
  9 33 plan by such state bank requires the affirmative vote
  9 34 of at least a majority of the directors and approval
  9 35 by the shareholders, in the manner and according to
  9 36 the procedures prescribed in section 490.1103
  9 37 490.1104, at a meeting called in accordance with the
  9 38 terms of that section.  In the case of a national
  9 39 bank, or if the proposed merger will result in a
  9 40 national bank, adoption of the plan by each party to
  9 41 the merger shall require the affirmative vote of at
  9 42 least such directors and shareholders whose
  9 43 affirmative vote on the plan is required under the
  9 44 laws of the United States.  Subject to applicable
  9 45 requirements of the laws of the United States in a
  9 46 case in which a national bank is a party to a plan,
  9 47 any modification of a plan which has been adopted
  9 48 shall be made by any method provided in the plan, or
  9 49 in the absence of such provision, by the same vote as
  9 50 required for adoption.
 10  1    Sec.    .  Section 524.1406, Code 2001, is amended
 10  2 to read as follows:
 10  3    524.1406  RIGHTS APPRAISAL RIGHTS OF DISSENTING
 10  4 SHAREHOLDERS.
 10  5    1.  A shareholder of a state bank, which is a party
 10  6 to a proposed merger plan which will result in a state
 10  7 bank subject to this chapter, who objects to the plan
 10  8 is entitled to the rights and remedies of a dissenting
 10  9 shareholder appraisal rights as provided in chapter
 10 10 490, division XIII.
 10 11    2.  If a shareholder of a national bank which is a
 10 12 party to a proposed merger plan which will result in a
 10 13 state bank, or a shareholder of a state bank which is
 10 14 a party to a plan which will result in a national
 10 15 bank, objects to the plan and complies with the
 10 16 requirements of the applicable laws of the United
 10 17 States, the resulting state bank or national bank, as
 10 18 the case may be, is liable for the value of the
 10 19 shareholder's shares as determined in accordance with
 10 20 such laws of the United States.
 10 21    3.  a.  Notwithstanding any contrary provision in
 10 22 chapter 490, division XIII, in determining the fair
 10 23 value of the shareholder's shares of a bank organized
 10 24 under this chapter or a bank holding company as
 10 25 defined in section 524.1801 in a transaction or event
 10 26 in which the shareholder is entitled to the rights and
 10 27 remedies of a dissenting shareholder appraisal rights,
 10 28 due consideration shall be given to valuation factors
 10 29 recognized for federal and estate tax purposes,
 10 30 including discounts for minority interests and
 10 31 discounts for lack of marketability.  However, any
 10 32 payment made to dissenting shareholders under section
 10 33 490.1325 490.1324 shall be in an amount not less than
 10 34 the stockholders' equity in the bank disclosed in its
 10 35 last statement of condition filed under section
 10 36 524.220 or the total equity capital of the bank
 10 37 holding company disclosed in the most recent report
 10 38 filed by the bank holding company with the board of
 10 39 governors of the federal reserve system, divided by
 10 40 the number of shares outstanding.
 10 41    b.  Prior to giving notice of a meeting at which a
 10 42 shareholder of a bank organized under this chapter or
 10 43 a bank holding company as defined in section 524.1801
 10 44 would be entitled to the rights and remedies of a
 10 45 dissenting shareholder appraisal rights, such bank or
 10 46 bank holding company may seek a declaratory judgment
 10 47 to establish the fair value for purposes of section
 10 48 490.1301, subsection 4, of shares held by such
 10 49 shareholders.  Another cause of action or a
 10 50 counterclaim shall not be joined with such a
 11  1 declaratory action.  A declaratory judgment shall be
 11  2 filed in the county where the principal place of
 11  3 business of the bank or bank holding company is
 11  4 located.  The court shall appoint an attorney to
 11  5 represent minority shareholders.  All shareholders of
 11  6 the bank or bank holding company shall be served with
 11  7 notice of the action and be advised of the name,
 11  8 address, and telephone number of the attorney
 11  9 appointed to represent minority shareholders.  The
 11 10 attorney appointed to represent minority shareholders
 11 11 shall select an appraiser to give an opinion of the
 11 12 fair value of such shares.  The bank or bank holding
 11 13 company may select an appraiser to give an opinion on
 11 14 the fair value of the shares of the bank or bank
 11 15 holding company.  Any shareholder may participate
 11 16 individually and present evidence of the fair value of
 11 17 such shareholder's shares.  All court costs,
 11 18 appraiser's fees, and the fees and expenses of the
 11 19 attorney appointed to represent the minority
 11 20 shareholders shall be assessed against the bank or the
 11 21 bank holding company.  A judgment in the action shall
 11 22 not determine fair value for a share to be less than
 11 23 the stockholders' equity in the bank disclosed in its
 11 24 last statement of condition filed under section
 11 25 524.220 or the total equity capital of the bank
 11 26 holding company disclosed in the most recent report
 11 27 filed by the bank holding company with the board of
 11 28 governors of the federal reserve system, divided by
 11 29 the number of shares outstanding.  A final judgment in
 11 30 the action shall establish fair value for the purposes
 11 31 of chapter 490, division XIII and shall be disclosed
 11 32 to the shareholders in the notice to shareholders of
 11 33 the meeting to approve the transaction that gives rise
 11 34 to dissenters' appraisal rights.  If the proposed
 11 35 transaction is approved by the shareholders, upon
 11 36 consummation of the proposed transaction the fair
 11 37 value so established shall be paid to each shareholder
 11 38 entitled to payment for the shareholder's shares upon
 11 39 receipt of such shareholder's share certificates.
 11 40    Sec.    .  Section 524.1408, Code 2001, is amended
 11 41 to read as follows:
 11 42    524.1408  MERGER OF CORPORATION SUBSTANTIALLY OWNED
 11 43 BY A STATE BANK.
 11 44    A state bank owning at least ninety percent of the
 11 45 outstanding shares, of each class, of another
 11 46 corporation which it is authorized to own under this
 11 47 chapter, may merge the other corporation into itself
 11 48 without approval by a vote of the shareholders of
 11 49 either the state bank or the subsidiary corporation.
 11 50 The board of directors of the state bank shall approve
 12  1 a plan of merger, mail to shareholders of record of
 12  2 the subsidiary corporation, and prepare and execute
 12  3 articles of merger in the manner provided for in
 12  4 section 490.1104 490.1105.  The articles of merger,
 12  5 together with the applicable filing and recording
 12  6 fees, shall be delivered to the superintendent who
 12  7 shall, if the superintendent approves of the proposed
 12  8 merger and if the superintendent finds the articles of
 12  9 merger satisfy the requirements of this section,
 12 10 deliver them to the secretary of state for filing and
 12 11 recording in the secretary of state's office, and they
 12 12 shall be filed in the office of the county recorder.
 12 13 The secretary of state upon filing the articles of
 12 14 merger shall issue a certificate of merger and send
 12 15 the certificate to the state bank and a copy of it to
 12 16 the superintendent.
 12 17    Sec.    .  Section 524.1417, Code 2001, is amended
 12 18 to read as follows:
 12 19    524.1417  RIGHTS APPRAISAL RIGHTS OF DISSENTING
 12 20 SHAREHOLDER OF CONVERTING STATE OR NATIONAL BANK OR
 12 21 FEDERAL SAVINGS ASSOCIATION.
 12 22    1.  A shareholder of a state bank which that
 12 23 converts into a national bank or federal savings
 12 24 association who objects to the plan of conversion is
 12 25 entitled to the rights and remedies of a dissenting
 12 26 shareholder appraisal rights as provided in chapter
 12 27 490, division XIII.
 12 28    2.  If a shareholder of a national bank or federal
 12 29 savings association, which that converts into a state
 12 30 bank, objects to the plan of conversion and complies
 12 31 with the requirements of applicable laws of the United
 12 32 States, the resulting state bank is liable for the
 12 33 value of the shareholder's shares as determined in
 12 34 accordance with such laws of the United States.
 12 35    Sec.    .  Section 533.4, subsection 27, Code 2001,
 12 36 is amended to read as follows:
 12 37    27.  To provide indemnity for the director,
 12 38 officer, or employee in the same fashion that a
 12 39 corporation organized under chapter 490 could under
 12 40 sections 490.850 through 490.858 490.859; however,
 12 41 where those sections provide for action by
 12 42 shareholders the provision is applicable to action by
 12 43 members of the credit union and where the sections
 12 44 have reference to the corporation organized under
 12 45 chapter 490, the provision is applicable to the
 12 46 association organized under this chapter.
 12 47    Sec.    .  Section 534.504, Code 2001, is amended
 12 48 to read as follows:
 12 49    534.504  MEETINGS OF STOCKHOLDERS.
 12 50    Sections 490.701 through 490.731 490.732 apply to
 13  1 stock associations.
 13  2    Sec.    .  Section 534.605, subsection 4, Code
 13  3 Supplement 2001, is amended to read as follows:
 13  4    4.  An association operating under this chapter may
 13  5 indemnify any present or former director, officer, or
 13  6 employee in the manner and in the instances authorized
 13  7 in sections 490.850 through 490.858 490.859.  If the
 13  8 association is a mutual association, the references in
 13  9 those sections to stockholder shall be deemed to be
 13 10 references to members.
 13 11    Sec.    .  Section 534.607, Code 2001, is amended
 13 12 to read as follows:
 13 13    534.607  INDEMNIFICATION.
 13 14    Except as otherwise provided in section 534.602,
 13 15 sections 490.850 through 490.858 490.859 apply to
 13 16 associations incorporated under this chapter."
 13 17    #40.  Page 98, line 32, by striking the figure
 13 18 "490.832,".
 13 19    #41.  By renumbering, redesignating, and correcting
 13 20 internal references as necessary.  
 13 21 
 13 22 
 13 23                               
 13 24 NEAL SCHUERER 
 13 25 SF 2285.702 79
 13 26 jj/cls

Text: S05275                            Text: S05277
Text: S05200 - S05299                   Text: S Index
Bills and Amendments: General Index     Bill History: General Index

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