1. If the articles of incorporation provide for such, the board of directors may determine, in whole or in part, the preferences, rights, and limitations within the limits set forth in section 524.521, of either of the following:

 a. A class of shares before the issuance of any shares of that class.
 b. One or more series within a class before the issuance of any shares of that series.

Terms Used In Iowa Code 524.522

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the original, amended, or restated articles of incorporation and all amendments thereto and includes articles of merger. See Iowa Code 524.103
  • Bank: means a corporation organized under this chapter, a national bank, a federal savings association, or an out-of-state bank. See Iowa Code 524.103
  • Board: means the engineering and land surveying examining board provided by this chapter. See Iowa Code 542B.2
  • Board of directors: means the board of directors of a state bank as provided in section 524. See Iowa Code 524.103
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Shareholder: means one who is a holder of record of shares in a state bank. See Iowa Code 524.103
  • Shares: means the units into which the proprietary interests in a state bank incorporated as a stock corporation are divided. See Iowa Code 524.103
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
  • State bank: means any bank incorporated pursuant to the provisions of this chapter after January 1, 1970, and any "state bank" incorporated pursuant to the laws of this state and doing business as such on January 1, 1970, or a bank organized as a mutual corporation under this chapter. See Iowa Code 524.103
  • Superintendent: means the superintendent of banking of this state. See Iowa Code 524.103
 2. Each series of a class must be given a distinguishing designation.
 3. All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.
 4. Before issuing any shares of a class or series created under this section, the state bank shall deliver to the superintendent for filing with the secretary of state articles of amendment on forms prescribed by the superintendent, which are effective without shareholder action, that set forth all of the following:

 a. The name of the state bank and the effective date of its articles of incorporation.
 b. The text of the amendment determining the terms of the class or series of shares.
 c. The date it was adopted.
 d. A statement that the amendment was duly adopted by the board of directors.
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