A state bank board may establish shares in series only if its certificate of formation authorizes it and it follows this section and applicable rules; the shares cannot be issued or sold without prior written approval from the banking commissioner.
Sec. 32.102. ESTABLISHING SERIES OF SHARES. (a) If the certificate of formation expressly gives the board of a state bank authority to establish shares in series and determine the preferences, limitations, and relative rights of each series, the board may do so only in compliance with this section and any rules adopted under this subtitle. (b) A series of shares may be established in the manner provided by the Business Organizations Code, but the shares of the series may not be issued and sold without the prior written approval of the banking commissioner under Section 32.103. The bank shall file the original and one copy of the statement of action required by the Business Organizations Code with the banking commissioner. (c) Unless the submission presents novel or unusual questions, the banking commissioner shall approve or reject the series not later than the 31st day after the date the banking commissioner considers the submission informationally complete and accepted for filing. The banking commissioner may require the submission of additional information as considered necessary to an informed decision to approve or reject a proposed series under this section. (d) If the banking commissioner finds that the interests of depositors and creditors will not be adversely affected by the series, that the series conforms to law and any conditions imposed by the banking commissioner, and that any required filing fee has been paid, the banking commissioner shall: (1) endorse the face of the original and copy of the statement with the date of approval and the word "Approved"; (2) file the original of the statement in the department's records; and (3) deliver a certified copy of the statement to the state bank. Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997. Amended by: Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 14, eff. September 1, 2007. Acts 2007, 80th Leg., R.S., Ch. 237 (H.B. 1962), Sec. 15, eff. September 1, 2007. Acts 2013, 83rd Leg., R.S., Ch. 575 (S.B. 804), Sec. 7, eff. June 14, 2013.