The board of directors of a territorial bank may declare dividends not more than once in each calendar quarter from undivided profits if:

(a) The undivided profits account has been maintained in accordance with the provisions of this Title.

(b) The reserve against deposits required by this Title is not and will not thereby be impaired.

SOURCE: GC § 30516.

2013 NOTE: Pursuant the authority granted by 1 Guam Code Ann. § 1606, numbers and/or letters were altered to adhere to the Compiler’s alpha-numeric scheme.

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§ 106220. Capital, Surplus and Undivided Profits; Accounting
Requirements.

(a) No credit shall be entered in the undivided profits account of a territorial bank founded upon an unrealized appreciation in the value of any type of asset. Before any net profits are credited to the undivided profits account, proper deduction shall be made for all expenditures, accrued expenses, accrued taxes, losses, bad debts and any write-offs or other deductions (including interest accrued and uncollected) required by the Commissioner.

(b) At the end of any accounting period a debit balance in the undivided profits account shall be charged to the surplus account, but no charge reducing the surplus account to less than 40% of the capital stock account shall be made without the prior written consent of the Commis- sioner; for the purpose of this sentence, the surplus account shall be considered the surplus remaining after the book value of the bank premises, and of the furniture and fixtures, and of any stock in a corporation owning the bank’s premises, vaults, safe deposit boxes, and furniture and fixtures shall have been deducted from the capital stock account and any excess over such account shall have been deducted from the surplus account. No transfer shall be made from the surplus account to the undivided profits account or to any but the capital stock account if tile surplus after the transfer would be less than the capital stock. Prior to determining that undivided profits are available for the declaration of dividends the following transfers shall be made:

(1) A net loss shall be deducted from the undivided profits account.

(2) There shall be transferred from the undivided profits account to the surplus account

(A) the amount required to raise the surplus to 40% of the capital stock; and

(B) an amount, not less than 10% of net profits, until, the surplus equals the capital stock.

SOURCE: GC § 30517.

2013 NOTE: Pursuant the authority granted by 1 Guam Code Ann. § 1606, numbers and/or letters in subsection (b)(2) were altered to adhere to the Compiler’s alpha-numeric scheme.

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§ 106221. Deposit Insurance: Membership in Federal Reserve
System.

A bank shall obtain insurance of its deposits by the United States or any agency thereof and may acquire and hold membership in the Federal Reserve System. The insurance provision of this Section shall not apply to deposits held by foreign banking corporations pursuant to § 106728 of this Code.

SOURCE: GC § 30518. Amended by P.L. 13-111:3.

§ 106222. Waivers: Corporate Action by Unanimously Signed
Writing.

When a notice is required to be given to stockholders or directors under this Title, or the charter or by-laws of any territorial bank, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Whenever the vote of stockholders or directors at a meeting thereof is required or permitted to be taken in connection with any corporate action, by any section of this Title, the meeting and vote of stockholders or directors may be dispensed with, if all the stockholders or directors who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such corporate action being taken. In the event that the action which is consented to is such as would have required the filing of a certificate under any of the other sections of this Title, if such action had been voted upon by the stockholders or directors at a meeting thereof, the certificate filed under such other section shall state that written consent has been given hereunder, in lieu of stating that the stockholders have voted upon the corporate action in question, if such last mentioned statement is required thereby.

SOURCE: GC § 30519.

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ARTICLE 3
MERGER, CONSOLIDATION AND CONVERSION OF NATIONAL AND TERRITORIAL BANKS AND TRUST COMPANIES