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 rights of the shares of a class or series may be limited or denied by the articles of incorporation.

Terms Used In Iowa Code 524.538

  • 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
  • Attorney-in-fact: A person who, acting as an agent, is given written authorization by another person to transact business for him (her) out of court.
  • 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
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Donor: The person who makes a gift.
  • Person: means as defined in section 4. See Iowa Code 524.103
  • 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
  • Trustee: A person or institution holding and administering property in trust.
 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 whether matters 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 be valid 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 shareholder for as many individuals as there are directors to be elected and for whose election the shareholder 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 voted may be determined by a donor or beneficiary of the trust and unless such donor or beneficiary actually directs how the shares shall be voted. When the shares of a state bank are held by such state bank and one or more persons as trustees, the shares may be voted by such other person or persons as trustees, in the same manner as if the person or persons were the sole trustee. Whenever shares cannot be voted by reason of being held by a state bank as sole trustee, the shares shall be excluded in determining whether matters voted upon by the shareholders were adopted by the requisite number of shares.
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