CHAPTER 251

BANKS, SAVINGS SOCIETIES AND TRUST COMPANIES

AN ACT TO AMEND CHAPTER 66 OF THE REVISED CODE OF DELAWARE, 1935, AS AMENDED, RELATING TO BANKS, SAVINGS SOCIETIES AND TRUST COMPANIES.

Be it enacted by the Senate and House of Representatives of the State of Delaware in General Assembly met (two-thirds of all the members elected to each House thereof concurring therein):

Section 1. That Chapter 66 of the Revised Code of Delaware, 1935, as amended, be and it hereby is further amended by striking out 2292. Sec. 35. thereof and inserting in lieu thereof a new 2292. Sec. 35. reading as follows:

2292. Sec. 35. Authorization to Open Branch Office; Paid in Capital and Surplus Required; Fee for Certificate; No Branch to be Established Except Authorized by Charter:--Any bank or trust company may open a branch office or place of business, or branch offices or places of business in this State after January 1, 1934, if authorized so to do by its charter, the Board of-Bank Incorporation and the certificate of the State Bank Commissioner. No such certificate shall be issued by the said Commissioner unless he shall be satisfied that the applicant has a paid in capital stock to an amount equivalent to at least Twenty-five Thousand Dollars for each office or place of business then established by the applicant in this State and for each branch sought to be established and a surplus to an amount equivalent to at least Twenty-five Thousand Dollars for each office or place of business then established by the applicant in this State and for each branch sought to be established.

A fee of Fifty Dollars for every such certificate shall be required by the Commissioner before issuing the same.

Nothing in this Section contained shall deny any bank or trust company the right to continue a branch office or branch offices if such branch office or branch offices shall have been actually established prior to the first day of January, 1934, and business continuously conducted thereat since such establishment.

Section 2. That Chapter 66 of the Revised Code of Delaware, 1935, as amended, be and it hereby is further amended by striking out 2389. Sec. 132. thereof and inserting in lieu thereof a new 2389. Sec. 132. reading as follows:

2389. Sec. 132. Branch Office; How to Open:--If any such corporation shall desire to open a branch office in the State of Delaware, it shall make application to the Board of Bank Incorporation who shall inquire into the matter, and if the said Board shall deem that the public convenience will be served thereby and that there is good and sufficient reason that the corporation should have such branch office, the said Board shall issue a written permission for the opening of such branch office.

Section 3. That Chapter 66 of the Revised Code of Delaware, 1935, as amended, be and it hereby is further amended by striking out 2399. Sec. 142. thereof, as amended, and inserting in lieu thereof a new 2399. Sec. 142. reading as follows:

2399. Sec. 142. Amendments to Charter or Certificate of Incorporation; Mergers or Consolidations:--Any bank or trust company in this State whether created under this Article or by Special Act of the Legislature, may, from time to time, when and as desired, amend its charter or certificate of incorporation by addition to its corporate powers and purposes, or diminution thereof, or both (provided such additional corporate power or purpose be such as is authorized or contemplated under any of the foregoing provisions of this Article); or by increasing or decreasing its authorized capital stock (provided that such increase or decrease be expressly approved by the State Bank Commissioner, and provided also that the capital stock shall not be reduced below the amount prescribed by Section 125 of this Article as capital stock for a corporation organized under this Article); by changing the number or par value of its shares of stock, provided, that the par value of the stock shall not be more than One Hundred Dollars nor less than Twenty-five Dollars a share); or by changing its corporate title (provided that the word "savings" shall not be used in the amended title, and provided further that no corporation not authorized to do a trust company business shall use the word "trust" in its amended title); and by increasing or decreasing its number of directors, provided that in no case shall the whole number of directors be less than five; and any or all such changes or alterations may be effected by one certificate of amendment; provided that no amendment shall contain a provision which it would not have been lawful and proper to insert in an original certificate of incorporation granted or issued under this Article, but nothing contained in this Section shall prohibit the increase in capital stock of a trust company organized prior to the passage of this Article to any amount which may be less than required in Section 125.

In the case of an increase of capital stock, the amendment may provide that the increased stock may in whole or in part be disposed of without being offered to the stockholders, but in no case shall any stock be issued except upon payment in full in cash.

The procedure for such an amendment and the manner of making and effecting the same shall be as prescribed in Chapter 65 of the Revised Code of Delaware, 1935, as amended, for the amendment of the certificate of incorporation of a corporation having a capital stock. Provided, however, that no certificate of amendment shall be received or filed by the Secretary of State or be deemed or held to be effective unless and until the proposed certificate of amendment shall have been submitted to the Board of Bank Incorporation and shall have been approved both in substance and in form by said Board.

Subject to the provisions of Section 57 of this Chapter, any two or more banks or trust companies doing business in this State and organized under the provisions of this Article, or existing under the laws of this State, may merge or consolidate into a single corporation which may be any one of the merging or consolidating banks or trust companies. The procedure for the merger or consolidation of banks or trust companies doing business in this State and the legal effect of any such merger or consolidation and the manner of making and effecting the same shall be as prescribed in Chapter 65 of the Revised Code of Delaware, 1935, as amended, for the merger or consolidation of two or more corporations organized under the provisions' of said Chapter 65, as amended, or existing under the *laws of this State, for the purpose of carrying on any kind of business: Provided, however, that no agreement of merger or consolidation of banks or trust companies doing business in this State shall be received or filed by the Secretary of State or be deemed or held to be effective unless and until the proposed agreement of merger or consolidation shall have been submitted to the Board of Bank Incorporation and shall have been approved both in substance and in form by said Board and also shall have been approved by the State Bank Commissioner.

Approved April 9, 1947.