(a) In addition to any provisions permitted or required by this chapter and the Tennessee Business Corporation Act, compiled in title 48, chapters 11-27, the charter of a bank may include all, but not less than all, of the following:
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Terms Used In Tennessee Code 45-2-303
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Bank: means any person, as hereinafter defined, doing a banking business subject to the laws of this or any other jurisdiction and, for the purposes of supervision, examination and liquidation, includes industrial investment companies and industrial banks authorized by chapter 5 of this title. See Tennessee Code 45-1-103
- Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
- Commissioner: means the commissioner of financial institutions. See Tennessee Code 45-1-103
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Person: means an individual, corporation, firm, trust, estate, partnership, joint venture, or association. See Tennessee Code 45-1-103
- Quorum: The number of legislators that must be present to do business.
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
- State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
- written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
THE RECORD OF SHAREHOLDERS OF THIS BANK IS NOT SUBJECT TO INSPECTION AND COPYING IN ACCORDANCE WITH TENN. CODE ANN. § 48-26-102. IT IS A FINANCIAL RECORD AND MAY BE OBTAINED ONLY IN ACCORDANCE WITH THE FINANCIAL RECORDS PRIVACY ACT, COMPILED IN TENN. CODE ANN. §§ 45-10-101 ET SEQ.
(c) If a shareholder of a bank, which amends its charter in accordance with subsection (a), notifies the bank in writing that the shareholder consents to the release of information in the shareholder record relating to such shareholder, the bank shall timely provide such information to any shareholder requesting the information.
(d) If a bank adopts a charter amendment pursuant to subsection (a), the commissioner shall not charge a fee for approving the amendment.
(e) Any shareholder, if the bank’s charter or bylaws expressly authorize shareholder actions by written consent, shall have the right to be informed in writing by the bank of the number of shares counted:
(1) Toward a quorum for a shareholders meeting;
(2) Regarding any nomination or proposal voted upon at a shareholders meeting; or
(3) Regarding an action taken by written consent.
(f) Any bank shareholder of record shall have the right to seek a declaratory judgment with respect to a bona fide dispute regarding votes described in subsection (e) in a court of record in the county in which the bank’s main office or chief executive’s office is located.
(g) For purposes of this section:
(1) “Bank” has the same meaning as provided in § 45-1-103, except that “bank” shall be deemed to include any controlling person;
(2) “Controlling person” has the same meaning as provided in § 45-2-103(a)(1); and
(3) “Person” has the same meaning as provided in § 45-2-103(a)(1).
(h) Nothing in this section shall in any way limit the authority held by the commissioner.
