(a) After the capital and surplus have been fully paid, a meeting of the stockholders shall be called by the incorporators on 10 day’s notice to elect directors and adopt by-laws, and direct the call, on 5 day’s notice, of the first meeting of directors for the election of officers.

(b) By-laws shall be adopted and may be amended by a vote of the holders of a majority of the outstanding voting shares voted at a meeting of the stockholders, but the by-laws may provide for amendment by the board of directors of any provisions other than those relating to the duties, term of office, remuneration, reimbursement or indemnification of a director.

SOURCE: GC § 30508.

COL292017
11 Guam Code Ann. FINANCE & TAXATION
CH. 106 BANKS

§ 106212. Reimbursement of Officer, Director or Employee for
Expenses in Defending Suits.

The by-laws of a territorial bank may provide that it shall indemnify every officer, director or employee, his heirs, executors and administrators, against judgments resulting from and the expenses reasonably incurred by him in connection with any action based upon any alleged act or omission on his part as an officer, director or employee of the territorial bank, including any action based upon any alleged act or omission on his part as an officer, director or employee of the territorial bank, except in relation to matters as to which he shall be finally adjudged in such action to be liable for his negligence or his misconduct, and except that, in the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the territorial bank is advised by counsel that in the opinion of counsel the person to be indemnified was not liable for such negligence or misconduct. The foregoing right of indemnification shall not be exclusive of other rights to which such officers, directors or employees may be entitled.

SOURCE: GC § 30509.