C.R.S. Section 11-103-704
Approval by stockholders

  • rights of dissenters

(1)

To be effective, a merger must be approved by the stockholders of each constituent state bank by a vote of two-thirds of the outstanding voting stock, at a meeting called to consider such action, which vote shall constitute the adoption of the charter and bylaws of the resulting state bank, including the amendments set forth in the merger agreement.

(2)

The notice of the meeting of stockholders shall state that dissenting stockholders will be entitled to payment of the value of only those shares that are voted against the approval of the plan.

(3)

The owners of shares that were voted against the approval of the merger shall be entitled to receive their value in cash, if and when the merger becomes effective, upon written demand made to the resulting state bank at any time within thirty days after the effective date of the merger, accompanied by the surrender of the stock certificates. The value of such shares shall be determined as of the date of the shareholders’ meeting approving the merger by three appraisers, one to be selected by the owners of two-thirds of the dissenting shares involved, one by the board of directors of the resulting state bank, and the third by the two so chosen. The valuation agreed upon by any two appraisers shall govern. If the appraisal is not completed within ninety days after the merger becomes effective, the commissioner shall cause an appraisal to be made.

(4)

The expenses of appraisal shall be paid by the resulting state bank.

(5)

The resulting state bank may fix an amount that it considers to be not more than the fair market value of the shares of a constituent bank at the time of the stockholders’ meeting approving the merger, which it will pay dissenting shareholders of that constituent bank entitled to payment in cash. The amount due under such accepted offer or under the appraisal shall constitute a debt of the resulting state bank.

Source: Section 11-103-704 — Approval by stockholders - rights of dissenters, 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

§ 11-103-704’s source at colorado​.gov