§ 524.538

524.538 Voting of shares. 1. Each outstanding share of a state bank shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rightsof the shares of a class or series may be limited or denied by the articles of incorporation. 2. Shares of a state bank purchased or acquired by such state bank pursuant to this chapter shall not be voted at any meeting and shall be excluded in determining whethermatters voted upon by the shareholders were adopted by the requisite number of shares. 3. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. A proxy shall not bevalid after eleven months from the date of its execution. 4. At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by the shareholderfor as many individuals as there are directors to be elected and for whose election theshareholder has a right to vote. 5. In an election of directors, a state bank shall not vote its own shares held by it as sole trustee unless

ere are directors to be elected and for whose election theshareholder has a right to vote. 5. In an election of directors, a state bank shall not vote its own shares held by it as sole trustee unless under the terms of the trust the manner in which such shares shall be votedmay be determined by a donor or beneficiary of the trust and unless such donor or beneficiaryactually directs how the shares shall be voted. When the shares of a state bank are heldby such state bank and one or more persons as trustees, the shares may be voted by suchother person or persons as trustees, in the same manner as if the person or persons were thesole trustee. Whenever shares cannot be voted by reason of being held by a state bank assole trustee, the shares shall be excluded in determining whether matters voted upon by theshareholders were adopted by the requisite number of shares. [C97, §1847; S13, §1889-e; C24, 27, 31, 35, 39, §9175, 9289; C46, 50, 54, 58, 62, 66, §526.18, 532.6; C71, 73, 75, 77, 79, 81, §524.513] 95 Acts, ch 148, §54CS95, §524.5382022 Acts, ch 1062, §53Referred to in §524.537 Sat Dec 23 01:14:23 2023 Iowa Code 2024, Section 524.538 (23, 0)