The board may make certain share-class amendments if the articles allow it, but some amendments need commissioner approval and later filing by the bank’s proper officers.
§234. Special amendment provisions A.(1) If authorized by the articles, the board may establish a series of shares of any class and may adopt an amendment to the articles fixing the preferences, limitations, and relative rights of the shares of any class, or establishing, and fixing variations in relative rights and preferences as between a series of any preferred or special class. Unless otherwise provided in the articles, the number of shares of any such series to which such amendment applies may be increased, but not above the total number of authorized shares of the class, or decreased, but not below the number of shares thereof then outstanding, by an amendment likewise adopted by the board. In case the number of such shares shall be decreased, the number of shares constituting the decrease shall resume the status of authorized but unissued shares. (2) When no shares of any such class or series are outstanding, either because none were issued or because no issued shares of any such class or series remain outstanding, the board may adopt an amendment eliminating from the articles any or all matters set forth in any amendment previously adopted by the board with respect to such class or series. Unless otherwise provided in the articles, if no shares have been issued of a class or series established by an amendment to the articles adopted by the board, and there exists no binding commitment to issue any such shares of such class or series, the preferences, limitations, and relative rights thereof may be amended by a further amendment to the articles adopted by the board. (3) Prior to the adoption of an amendment by the board of directors in accordance with this Section, such amendment shall be submitted to the commissioner for approval in the same manner as provided for in R.S. 6:231. B. In case of an amendment pursuant to Subsection A of this Section, appropriate articles of amendment, reciting the relevant facts and the articles have been amended as provided in this Section shall forthwith be executed, acknowledged, and filed by the proper officers of the state bank in the manner provided in R.S. 6:232. Acts 1997, No. 965, §1; Acts 2001, No. 915, §1, eff. June 26, 2001.