C.R.S. Section 11-103-405
Amendment of articles

  • change of location
  • authorized but unissued stock

(1)

A state bank may apply to the banking board to amend its articles of incorporation or to change its location.

(2)

An application for an amendment of the articles of incorporation to change the authorized capital and the number and par value of the shares, to acquire or abandon trust powers, or to change its location shall be authorized by the vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders. Any other application may be authorized by the vote of a majority of the outstanding voting stock voted at a meeting of the stockholders.

(3)

Notice of the application shall be sent to such persons and organizations as the banking board may require.

(4)

The banking board shall approve an application:

(a)

To change the name of the corporation if the proposed name is not deceptive or misleading;

(b)

To increase the total capital by increasing the amount of capital stock; but an amendment increasing the total capital shall not become effective until the banking board finds that the new capital has been fully paid in cash; except that amendments increasing the capital stock of the bank in the category of authorized but unissued stock shall be approved pursuant to the provisions of subsection (6) of this section.

(5)

In making its determination thereon, the banking board shall consider whether the public need and advantage would be served by granting the application and shall be guided by the standards prescribed for the approval of an application for a charter, insofar as they are reasonably applicable. In making its determination upon an application for change of location, the banking board shall consider the need and advantage of both the community or area of the community in which the bank will be located and the community or area of the community from which the bank will be moved.

(6)

A state bank, upon application to and approval by the banking board and by vote of two-thirds of the outstanding voting stock voted at a meeting of the stockholders, by an amendment of the articles of incorporation, may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock. Such authorized but unissued stock may be issued from time to time to employees of the bank pursuant to stock option or stock purchase plans adopted in accordance with the provisions of section 11-103-101 (2)(h), or in exchange for convertible preferred stock or convertible capital debentures in accordance with the terms and provisions of such securities. Authorized but unissued stock may also be issued from time to time for such other purposes and considerations as may be approved by the board of directors of the state bank and the banking board.

Source: Section 11-103-405 — Amendment of articles - change of location - authorized but unissued stock, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-11.­pdf (accessed Oct. 20, 2023).

11‑103‑101
General corporate powers 11‑103‑102
Trust, fiduciary, and agency powers - when authorized 11‑103‑103
State bank organized as a limited liability company 11‑103‑201
Capital 11‑103‑202
Inadequacy of capital - assessments 11‑103‑203
Liability of shareholders 11‑103‑301
Incorporators 11‑103‑302
Application fees 11‑103‑303
Application for de novo charter or charter conversion 11‑103‑304
Procedure for granting or denying charter 11‑103‑401
Subscription calls 11‑103‑402
First meetings of stockholders - director’s oath - bylaws 11‑103‑403
Stockholders’ meetings - voting trusts - preemptive right - transfer of stock 11‑103‑404
Waiver of notice - meeting or vote 11‑103‑405
Amendment of articles - change of location - authorized but unissued stock 11‑103‑406
Dividends - when payable 11‑103‑501
Directors and officers 11‑103‑502
Directors’ meetings - duties 11‑103‑503
Waiver of notice - meeting or vote 11‑103‑601
Director and officer insurance and fidelity bonds - legislative declaration 11‑103‑602
Indemnification and personal liability of directors, officers, employees, and agents 11‑103‑603
Deposit insurance - membership in federal reserve system - federal national mortgage association 11‑103‑701
Merger or conversion 11‑103‑702
Approval of merger by directors 11‑103‑703
Approval by banking board 11‑103‑704
Approval by stockholders - rights of dissenters 11‑103‑705
Effective date of merger - certificate 11‑103‑706
Continuation of corporate entity 11‑103‑707
Conversion from state bank to national and vice versa 11‑103‑708
Nonconforming assets 11‑103‑709
Sale of all assets of bank, branch, or department 11‑103‑801
Voluntary liquidation and dissolution 11‑103‑802
Involuntary liquidation by banking board - reorganization 11‑103‑803
Reorganization plan 11‑103‑804
Liquidation by commissioner - procedure 11‑103‑805
Federal deposit insurance corporation or successor as liquidator 11‑103‑806
Assets sold or pledged as security 11‑103‑807
Enforcement of directors’ liability 11‑103‑808
Emergency grant of new charter 11‑103‑809
Emergency grant of branch facility - legislative declaration 11‑103‑810
Preapproved shelf charter
Green check means up to date. Up to date

Current through Fall 2024

§ 11-103-405’s source at colorado​.gov