Guam § 106215 - Meetings of Stockholders; Voting; Proxies; Voting Trust; Preemptive Right; Transfer

§ 106215. Meetings of Stockholders; Voting; Proxies; Voting Trust; Preemptive Right; Transfer

of Stock; Report of Holdings.

(a) Regular meetings of stockholders shall be held annually and at such additional times as the by-laws

direct at such place as may be designated by the by-laws. A special meeting may be called at any time by

the Commissioner, one-third of the directors, or the holder or holders of 5% of the outstanding voting

shares. Notice shall be mailed at least ten (10) days before a meeting to every person who was a stockholder

of record twenty (20) days before the date of the meeting or at such longer period as may be provided in

the by-laws. No business shall be trans-acted 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 representative 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 Board. 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 charter whenever additional stock of a class is offered for sale,

stockholders of record of the same class 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 (30) 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 by-laws 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 by the corporation at the principal place of business during business hours.

COL 2025-04-22