State of Kansas
State Bank Commissioner
Special Order 1996-2
This Order issued this 8th day of April, 1996, by the State Bank Commissioner (Commissioner) pursuant to K.S.A. 9-1715, as amended.
Whereas, K.S.A. 9-1114, requires that the shareholders of a Kansas state bank or trust company elect a board of directors at an annual meeting to be held "during the first 120 days of each calendar year"; and,
Whereas, 12 U.S.C. §71, requires that the shareholder of a national bank elect a board of directors "at a meeting to be held on such day of each year as is specified therefor in the bylaws" of the national bank, but does not contain any requirement that the date specified be within the first 120 days of the calendar year; and,
Whereas, 12 U.S.C. §73, provides that when the day fixed in the bylaws for the regular annual meeting of the shareholders falls on a legal holiday in the state in which the bank is located, the shareholders meeting shall be held, and the directors elected, on the next following banking day. Or, if from any cause an election of directors is not made on the day fixed, or in the event of a legal holiday, on the next banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares, at least 10 days' notice thereof in all cases having been given by first-class mail to the shareholders; and,
Whereas, K.S.A. 9-1715 provides the Commissioner with the power to authorize state banks or trust companies to engage in any activity in which such banks or trust companies could engage were they operating as national banks; and,
Whereas, the Commissioner deems the issuance of this special order to be reasonably required to preserve and protect the welfare of state banks and trust companies, and to promote the competitive equality of state banks and trust companies and national banks,
It is therefore ordered that Kansas state banks and trust companies shall have the authority to hold their annual meeting for the purpose of election of a board of directors on such date of each calendar year as the bank or trust company may specify in its bylaws; and
It is further ordered that if the date specified in the bylaws falls on a legal holiday, the shareholders meeting shall be held, and the directors elected, on the next following business day. If for any reason an election of directors is not made on the day fixed, or in the event of a legal holiday, on the next business day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares. In all cases, at least 10 days' notice of the date for the shareholders meeting shall have been given by first-class mail to the shareholders.
It is further ordered, pursuant to K.S.A. 9-1715(b) as amended, that the terms of this special order shall become effective April 8, 1996 and shall remain in full force and effect until amended or revoked by the Commissioner.
It is so ordered.
State Bank Commissioner
W. Newton Male
