The articles of incorporation of a state bank, in the form prescribed by the superintendent, shall set forth the following:
1. The name of the state bank, that it is incorporated for the purpose of conducting the business of banking, and that it is incorporated under the provisions of this chapter.
2. The location of its proposed or existing principal place of business including the name of the county, municipal corporation or unincorporated area.
3. The duration of the state bank which shall be perpetual.
4. The aggregate number of shares which the state bank shall have authority to issue, and the par value of such shares; if such shares are to be divided into classes, the number of shares of each class and a statement of the par value of the shares of each class.
5. If there is to be a preferred class, a statement of the preferences, voting rights, if any, limitations and relative rights in respect of the shares of such class.
6. Any provision, permissible under section 524.506, limiting or denying the shareholders the pre-emptive right to acquire additional shares of the state bank.
7. Any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation for the regulation of the internal affairs of the corporation, including any provision restricting the transfer of shares and any provision which under this chapter is required or permitted to be set forth in the bylaws.
8. The number of directors constituting the initial board of directors and the names and addresses of the individuals who are to serve as directors until the first annual meeting of shareholders or until their successors be elected and qualify.
9. The name and address of each incorporator.
10. At the election of the incorporators or shareholders, a provision eliminating or limiting the personal liability of a director to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, provided that the provision does not eliminate or limit the liability of a director for any breach of the director's duty of loyalty to the corporation or its shareholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for any transaction from which the director derives an improper personal benefit, or under section 524.605, subsection 1 and 2. A provision shall not eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision in the articles of incorporation becomes effective.
11. The specific month in which the annual meeting of shareholders shall be held.
12. Any provision not inconsistent with law or the purposes for which the state bank is organized, which the incorporators elect to set forth; or any provision limiting any of the powers enumerated in this chapter.
It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter. The articles of incorporation shall be signed by all of the incorporators and acknowledged before an officer authorized to take acknowledgments of deeds.
[C97, § 1842, 1863; S13, § 1842; C24, 27, 31, 35, 39, § 9157, 9204; C46, 50, 54, 58, 62, 66, § 526.3, 527.3; C71, 73, 75, 77, 79, 81, § 524.302]
84 Acts, ch 1032, § 1; 87 Acts, ch 212, §12; 88 Acts, ch 1170, § 10; 89 Acts, ch 257, §7, 8
Referred to in § 524.106, 524.1402, 524.1411, 524.1508
Iowa General Assembly
Search: Iowa Code 1995
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