524.1508 Restated articles of incorporation. 1. A state bank may at any time restate its articles of incorporation, which may be amended by the restatement, so long as its articles of incorporation as restated contain onlysuch provisions as might be lawfully contained in original articles of incorporation at thetime of making the restatement. Restated articles of incorporation shall be adopted in thefollowing manner: a. The board of directors shall adopt a resolution setting forth the proposed restated articles of incorporation, which may include an amendment or amendments to the articlesof incorporation of the state bank to be made thereby, and directing that the restatedarticles, including such amendment or amendments, be submitted to a vote at a meeting ofshareholders, which may be either an annual meeting or a special meeting. b. Written or printed notice setting forth the proposed restated articles or a summary of the provisions of the proposed restated articles shall be given to each shareholder of recordentitled to vote on the proposed restated articles within the time and in the manner providedin section 524.533. ovisions of the proposed restated articles shall be given to each shareholder of recordentitled to vote on the proposed restated articles within the time and in the manner providedin section 524.533. If the meeting is an annual meeting, the proposed restated articles may beincluded in the notice of such annual meeting. If the restated articles include an amendmentor amendments to the articles of incorporation, the notice shall separately set forth suchamendment or amendments or a summary of the changes to be effected by the amendmentor amendments. c. At the meeting, a vote of the shareholders entitled to vote on the proposed restated articles shall be taken on the proposed restated articles. The proposed restated articlesshall be adopted upon receiving the affirmative vote of the holders of a majority of theshares entitled to vote, unless such restated articles include an amendment to the articles ofincorporation which, if contained in a proposed amendment to articles of incorporation tobe made without restatement of the articles of incorporation, would entitle a class of sharesto vote as a class on the proposed restated articles, in which event the proposed restatedarticles shall tobe made without restatement of the articles of incorporation, would entitle a class of sharesto vote as a class on the proposed restated articles, in which event the proposed restatedarticles shall be adopted upon receiving the affirmative vote of the holders of a majority ofthe shares of each class of shares entitled to vote on the proposed restated articles as a class,and of the total shares entitled to vote on the proposed restated articles. 2. Upon approval, restated articles of incorporation shall be executed by the state bank by its president or vice president and by its cashier or an assistant cashier, and verified by oneof the officers signing the restated articles, and shall set forth, as then stated in the articlesof incorporation of the state bank and, if the restated articles of incorporation included anamendment or amendments to the articles of incorporation, as so amended, the material andcontents described in section 524.302. 3. The restated articles of incorporation shall set forth also a statement that they correctly set forth the provisions of the articles of incorporation as amended, that they have been dulyadopted as required by law and that they supersede n shall set forth also a statement that they correctly set forth the provisions of the articles of incorporation as amended, that they have been dulyadopted as required by law and that they supersede the original articles of incorporation andall amendments to the original articles of incorporation. 4. The restated articles of incorporation shall be delivered to the superintendent together with the applicable fees for the filing of the restated articles of incorporation.The superintendent shall conduct such investigation and give approval or disapproval,as provided in section 524.1505. If the superintendent approves the restated articles ofincorporation, the superintendent shall deliver them with the written approval on the restatedarticles of incorporation to the secretary of state for filing. The secretary of state upon filingthe restated articles of incorporation shall issue a restated certificate of incorporation andsend the certificate to the state bank or its representative. 5. Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation including any amendment or amendments to the articlesof incorporation Upon the issuance of the restated certificate of incorporation by the secretary of state, the restated articles of incorporation including any amendment or amendments to the articlesof incorporation are effective and supersede the original articles of incorporation and allamendments to the original articles of incorporation. [C71, 73, 75, 77, 79, 81, §524.1508]95 Acts, ch 148, §131; 2012 Acts, ch 1023, §157; 2022 Acts, ch 1062, §140; 2023 Acts, ch 64, §90 Subsection 1, paragraphs b and c amended Sat Dec 23 01:25:24 2023 Iowa Code 2024, Section 524.1508 (27, 3)
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