preemptive right; transfer of stock; report of holdings.

A. Regular meetings of stockholders shall be held annually and at such additional times as the bylaws direct at a place designated by the bylaws. A special meeting may be called at any time by the commissioner [director of the financial institutions division of the regulation and licensing department], or one-third of the directors, or the holder or holders of twenty-five percent of the outstanding voting shares. Notice shall be mailed at least ten days before a meeting to every person who was a stockholder of record twenty days before the date of the meeting or at such longer period as may be provided in the bylaws. No business shall be transacted at a special meeting which is not specified in the notice thereof or necessary or proper in connection with or incidental to the business specified. The holders of a majority of the outstanding voting shares or their authorized representatives shall constitute a quorum. In the absence of a quorum a meeting may be adjourned from time to time without notice to the stockholders.

B. Except on the election of directors each share of common stock shall have one vote which may be cast by the owner of record on the record date, or by his authorized representative, whether or not the owner of record has the beneficial interest therein. The bank may not vote shares which it holds in any capacity other than as fiduciary.

C. A stockholder authorized to vote may by his proxy executed in writing appoint a representative to cast his vote. The board may promulgate rules governing proxies and the solicitation thereof.

D. No shares deposited under a voting trust agreement shall be voted by the trustee unless the agreement has been approved by the commissioner [director of the financial institutions division]. Approval shall be withheld, or if previously granted, revoked whenever it appears that the existence of the trust would tend to reduce competition among lending institutions or to affect adversely the character or competence of the management or the bank’s policies or operating procedures.

E. Unless otherwise provided in the articles of incorporation whenever additional stock is offered for sale, stockholders of record on the date of the offer shall have the right to subscribe to such proportion of the shares as the stock held by them bears to the total of the outstanding stock. This right shall be transferable but shall terminate if not exercised within thirty days of the offer. If the right is not exercised, the stock shall not be offered for sale to others at a lower price without the stockholders again being accorded a preemptive right to subscribe.

F. Shares of stock shall be transferable in accordance with the bylaws but no transfer shall be effective with respect to the bank until it has been entered upon the transfer books. The stock book shall be available for examination by a stockholder of the corporation at the principal place of business during business hours.