13-5-517. Preferred stock.

(a) Unless the organizational instrument of a public trust company is more restrictive, a public trust company may issue one (1) or more classes of preferred stock or membership interest upon the approval of two-thirds (2/3) of the stockholders or members and the approval of the commissioner under this section.

(b) Copies of the directors' and stockholders' or members' and managers' minutes approving the issuance and bearing the approval of the commissioner shall be filed in the office of the secretary of state and treated as an amendment to the organizational instrument.

(c) At a board of directors' or managers' meeting called on not less than one (1) day's notice, the directors or managers may adopt a resolution calling for the issuance of preferred shares or classes of membership interest. The directors shall then call a meeting of the stockholders or members, giving not less than five (5) days' notice and stating the purpose of the meeting.

(d) The voting rights and manner of retirement of preferred shares or membership interest shall be as adopted in the resolution of the stockholders or members authorizing their issuance subject to the provisions of the organizational instrument and the approval of the commissioner.

(e) The holders of the preferred stock or membership interest of the highest class shall be entitled to cumulative dividends or distributions of up to six percent (6%) per year before dividends are paid on any other stock or before distributions are made to members of any other class. The holders of preferred stock or membership interest of subsequent classes shall next be entitled to cumulative dividends or distributions of up to six percent (6%) in order of preference before dividends are paid to the holders of common stock or before distributions are made to members of any other class. In any liquidation no payment shall be made to the holders of common stock or membership interest until the holders of preferred stock or highest priority membership interest have been paid the full par value of their stock and accumulated dividends or the full value, up to the amount of their capital contribution and accumulated profits, in order of preference.

(f) The preferred stock and holders of preferred stock and preferred membership interest and the owners of preferred membership interest are not liable for assessments to restore impairment of capital or for any liability imposed by law on common stock or the holders of common stock or on the lowest priority membership class or the owners of the lowest priority of membership interest.

(g) No issue of preferred stock or membership interest is valid until the entire par value of the shares or membership interest has been paid in cash or until arrangements satisfactory to the commissioner have been made for payment.

(h) The par value of preferred stock or membership interest shall be included in any determination of required capital under this chapter.