Title 7 — Banking and Finance

(a) Unless more restrictive procedures are stated in the articles, the board of directors may, by resolution duly adopted, issue from time to time, in whole or in part, common or preferred shares authorized by the articles. (b) With the consent of the department, a bank or trust …

(a) A bank or trust company shall not deliver any share certificate until the share or shares represented thereby are fully paid. Each subscriber, upon payment in full for his shares, shall be entitled to a certificate or certificates certifying the number of shares owned by him in …

(a) A bank or trust company may, but shall not be obliged to, issue certificates for fractional shares in order to effect share transfers, share distributions or reclassifications, mergers, consolidations, or reorganizations which shall entitle the holder, in proportion to his frac…

(a) A bank or trust company may issue notes, debentures, or other obligations in the form of “subordinated securities,” provided that they: (1) Are subordinated in right of payment, in the event of insolvency or liquidation of the bank or trust company, to the prior payment of al…

In the event any financial institution shall fail or refuse to pay on demand any amount owed to the department, including, but not limited to, outstanding fees, the department may proceed through the Attorney General to collect the same by action at law. History. Ga. L. 1919, p. 1…

(a) Except as otherwise provided in this Code section, a holder of or subscriber to shares of a bank or trust company shall be under no obligation to the bank or trust company or its creditors with respect to such shares or subscription other than the obligation to pay the full c…

(a) Except as provided in subsection (b) of this Code section or in the articles, a bank or trust company shall issue shares, option rights, or securities having conversion or option rights by first offering them to shareholders of the same class in proportion to their holdings of…

(a)(1) Except as provided in paragraph (3) of this subsection, meetings of the shareholders of a bank or trust company shall be held in person at such place within or without the state as shall be fixed by the bylaws or by the board of directors pursuant to the bylaws or, if not s…

(a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board …

(a) The officer or agent having charge of the stock transfer books for shares of a bank or trust company shall make a complete list of the shareholders entitled to vote at a meeting of shareholders or any adjournment thereof, arranged in alphabetical order, showing the address of…

(a) Except as provided in subsection (d) of this Code section or the articles or in bylaws adopted by the shareholders, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. (b) If a quorum is present…

(a) Unless otherwise provided in the articles, each outstanding share entitled to vote, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A subscriber shall not be entitled to vote the share subscribed for until su…

(a) Unless otherwise unlawful, a person or corporation who is entitled to attend a shareholders’ meeting, to vote thereat, or to execute consents, waivers, or releases may be represented at such meeting or vote thereat, and execute consents, waivers, and releases, and exercise an…

(a) Unless otherwise unlawful, an agreement between two or more shareholders, if in writing and signed by the parties thereto and if a copy thereof is delivered to the department and approved by the department when, in its discretion, such agreement is in the best interest of the…

(a) Each bank and trust company shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, board of directors, and committees of directors; and each bank and trust company shall keep at its registered office or main…

Organization as limited liability company; rules and regulations; applicable law. Prohibition of promoters’ fees. Articles of incorporation; advertisement of articles or notice of application; naming registered agent. Additional filings with department; fees. Investigation; approv…

(a) In a derivative action involving a right which a bank or trust company may have properly asserted, but which its representatives wrongfully failed to enforce that has been brought by one or more shareholders of a bank or trust company to procure a judgment in its favor, the c…

Preferred shares. Acquisition, §7-1-463. Classes of shares, §7-1-413. Proxies, §7-1-437. Quorum of shareholders, §7-1-435. Redemption of shares and debt securities, §7-1-414. Regular meetings of shareholders, §7-1-432. Remote participation in meetings of shareholders, §7-1-432. S…

1099 INDEX BANKS AND TRUST COMPANIES —Cont’d Stock and stockholders —Cont’d Dividends —Cont’d Restrictions on payment, §7-1-460. Fixing record date, §7-1-433. Fractional shares or scrip. Issuance and transfer, §7-1-418. Preemptive rights, §7-1-431. Issuance. Fractional shares or …

(a) Unless otherwise provided in its articles, a bank or trust company, by resolution of its board of directors and with the prior approval of the department, may redeem or otherwise acquire preferred shares. In determining whether or not to give its approval under this subsectio…

(a) Administration of the business and affairs of a bank or trust company shall be the responsibility of a board of directors. (b) Seventy-five percent of the directors shall be citizens of the United States and at least a majority shall: (1) Reside in Georgia; or (2) Reside withi…

The board of directors shall have the power to adopt, amend, or repeal bylaws as specified in paragraph (4) of Code Section 7-1-260 unless such power is reserved exclusively to the shareholders by the articles or in bylaws previously adopted by the shareholders; but any bylaws ado…

Failure to maintain at least 5 directors. Actions of remaining directors, obligations and liabilities created by, effect, §7-1-482. Financing, §7-1-491. Financing transactions, §7-1-491. Good faith defense against liability, §7-1-494. Honorary positions, §7-1-486.

Repealing bylaws, §7-1-481. Residency requirement, §7-1-480. Responsibilities, §7-1-490. Term, §7-1-482. Vacancies, §7-1-485. Bonds, surety. Employees and officers, §7-1-489. Powers as surety or guarantor, §7-1-290. Borrowing power, §7-1-291.

(a) The entire board of directors or an individual director may be removed without cause by the vote of shareholders entitled to cast at least a majority of the votes which all shareholders would be entitled to cast at an annual election of directors. (b) The board may remove a d…

The board of directors of any bank or trust company may appoint an individual as an honorary director or director emeritus or member of an advisory board. An individual so appointed may be compensated but may not vote at any meeting of the board of directors or be counted in dete…

(a) The board of directors shall at least once each year have made by independent certified public accountants an audit of the books and affairs of the bank or trust company, including such matters as may be required by the department and including, in the case of a trust company,…

(a) A bank or trust company shall have a president, a secretary, and such other officers as the directors may from time to time designate. An individual may hold more than one office, except that the individual shall not be both president and secretary. (b) Except as otherwise pr…

Any director who is authorized to handle money or negotiable assets on behalf of a bank or trust company and all officers and employees of a bank or trust company shall be bonded by a regularly incorporated surety company authorized to do business in this state, and the bank or t…

Creditor’s good faith reliance on formal or informal written guidance by department, §7-6A-13. Financial institutions. Compliance with orders by department, §7-1-91. Property held to avoid loss, §7-1-843. Reliance on advisory opinions, §7-1-98. Revocation of reservation of name, …

In addition to other provisions in this chapter and federal law, a bank or trust company shall not make loans or otherwise extend financing to any one of its directors or policy-making officers except on terms, rates, and conditions which are not preferential. Preferential terms, …

(a) No director, officer, or employee of a bank or trust company shall: (1) Receive anything of value for procuring or attempting to procure any loan from or investment by the bank or trust company; (2) Purchase, or directly or indirectly be interested in purchasing, from the ban…

(a) An action may be brought by any of the persons named in subsection (b) of this Code section against one or more directors or officers of a bank or trust company to procure for the benefit of the bank or trust company a judgment for the following relief: (1) To compel the defen…

(a) In addition to any other liabilities imposed by law upon directors of a bank or trust company: (1) Directors of a bank or trust company who vote for or assent to the declaration of any dividend or other distribution of the assets of a bank or trust company to its shareholders…

Whenever it shall appear to the department that any person or corporation is conducting business as a financial institution without authority pursuant to this chapter, the department may determine, for purposes of Parts 4, 7, 8, and 9 of this article, that such person or corporati…

(a) An amendment of the articles shall be proposed by adoption of a resolution by the board of directors directing that it be submitted to a vote at a meeting of shareholders. (b) The resolution proposing an amendment or amendments shall contain the language of each amendment by …

(a) Upon receipt of the articles of amendment, the department shall conduct such investigation as it may deem necessary to determine: (1) That the articles of amendment and supporting items satisfy the requirements of this chapter; (2) Where the amendment would grant new powers o…

Adopting, amending, and repealing bylaws. Number, term, and compensation of directors; effect of failure to maintain at least five directors. Meetings of board; quorum; committees; acting without meeting. Oath of directors; liability of persons who have not subscribed to such oath…

(a) As of the issuance of the certificate of amendment by the Secretary of State, each amendment shall become effective and the articles shall be deemed to be amended accordingly. (b) The certificate of amendment shall be conclusive evidence of the performance of all conditions req…

Requirements for merger or consolidation plan, §7-1-531. Resulting bank that would not be chartered by department, §7-1-534. 1096 INDEX BANKS AND TRUST COMPANIES —Cont’d Merger or consolidation —Cont’d State banks and trust companies —Cont’d Rights of dissenting shareholders, §7-…

(a) The requirements for a merger, share exchange, or consolidation which must be satisfied by the parties thereto are as follows: (1) The parties shall adopt a plan stating the method, terms, and conditions of the merger, share exchange, or consolidation, including the rights und…

The parties to the plan shall also file with the department: (1) An application and information desired by the department in order to evaluate the proposed merger, share exchange, or consolidation, which shall be made available in the form specified by the department; (2) Applicabl…

Evidentiary effect, §7-1-536. Execution, §7-1-532. Federal approval or disapproval, §7-1-535. Filing with department, §§7-1-532, 7-1-533. Referral to department, §7-1-532.

Execution, contents, and filing of articles, §7-1-532. Authorized, §7-1-530. Bank holding companies. Unlawful actions, §§7-1-606, 7-1-608. Branch offices. Establishment of new or additional offices through share exchange, §7-1-601. Certificate of share exchange.

(a) As of the issuance of the certificate of merger, share exchange, or consolidation by the Secretary of State, the merger, share exchange, or consolidation shall be effective. (b) The certificate of merger, share exchange, or consolidation shall be conclusive evidence of the perf…

(a) A shareholder of a bank or trust company which is a party to a plan of proposed merger, share exchange, or consolidation under this part who objects to the plan shall be entitled to the rights and remedies of a dissenting shareholder as determined under Chapter 2 of Title 14,…

Effect, §7-1-555. Fees and charges as condition of issuance, §7-1-554. Issuance, §7-1-554. Compliance with requirements, §7-1-550. Federal approval or disapproval, §7-1-553. Federal savings bank to state bank, §7-1-550. Filings with the department, §7-1-552. BANKS AND TRUST COMPA…

(a) The party or parties desiring to consummate a conversion authorized by Code Section 7-1-550 shall, upon requisite approval of the plan by their directors and shareholders, file with the department articles of conversion together with the fee required by Code Section 7-1-862. (…

In the case of a conversion, the national bank shall file with the department: (1) Information desired by the department in order to evaluate the proposed conversion, in the form specified by the department; (2) Applicable fees established by regulation of the department to defray …

(a) In the case of a conversion, the department shall conduct such investigation as it may deem necessary to ascertain whether: (1) The articles of conversion and supporting items satisfy the requirements of this chapter; (2) The plan adequately protects the interests of deposito…