Amendment of Charter; Change of Location

(a)A territorial bank may apply to the Commissioner to amend its charter or to change its location.

(b)An application for an amendment to the charter changing the authorized capital or to acquire or abandon trust powers or to change its location must be authorized by the vote of two-thirds (2/3) of the outstanding voting stock voted at a meeting of the stockholders. Any other application, excepting the par value (Stock Split) of the shares, which is within the discretion of the Board of Directors, may be authorized by the vote of the majority of the outstanding voting stock voted at a meeting of the Stockholders.

(c)Notice of the application shall be sent to such persons and organization as the Commissioner may require.

(d)The Commissioner shall approve an application:

(1)To change the name of the corporation if the proposed name is not deceptive or misleading. CH. 106 BANKS

(2)To change the authorized capital unless such change will inequitably affect the interest of any stockholder and the bank does not have sufficient surplus and undivided profits to pay dissenting shareholders the fair value of their shares determined in accordance with § 106305 and have remaining the required minimum paid-in surplus.

(e)An amendment increasing the total capital shall not become effective until the Commissioner finds that the new capital has been fully paid in cash. In other cases, the Commissioner shall present the application to the Board.

(f)In making its determination the Board shall consider whether the public convenience and advantage would be served by granting the application and shall be guided by the standards prescribed for the approval of an application for a charter, insofar as they are reasonably applicable.