CHAPTER 386

FORMERLY

SENATE BILL NO. 387

AS AMENDED BY HOUSE AMENDMENT NO. 1

AN ACT TO AMEND CHAPTER 7, TITLE 5 OF THE DELAWARE CODE, RELATING TO CORPORATION LAW FOR STATE BANKS.

BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF DELAWARE (Two—thirds of an members elected to each House thereof concurring therein):

Section 1. Amend §723, Chapter 7, Title 5 of the Delaware Code by adding thereto a new paragraph (d) to read as follows:

"(d) The articles of association may contain an article which provides that any article or provision thereof shall not be amended, modified, repealed, or otherwise changed in any manner whatsoever. Such an article, when approved by the Commissioner under §729 of this Chapter, shall be valid, binding and enforceable against the corporation and its shareholders notwithstanding any other provision of Title 5."

Section 2. Amend §746, Chapter 7, Title 5 of the Delaware Code by deleting the first sentence beginning with the words "the capital stock" and ending with "$5 each" and inserting in lieu thereof the following sentence:

"The capital stock shall be divided into shares of a stated par value."

Section 3. Amend §749(b), Chapter 7, Title 5 of the Delaware Code by striking the comma "," immediately following the word "stock" as it appears in the first sentence of said subsection and inserting in lieu thereof a semicolon ";" and further striking the words "provided, that the par value of the stock shall not be more than $100 nor less than $5 a share;".

Section 4. Amend §769, Chapter 7, Title 5 of the Delaware Code by changing the "." at the end thereof to a "," and by the adding thereto the following:

"provided such limitation shall not apply to the ownership of the capital stock of limited purpose trust companies organized under subchapter V of this Chapter."

Approved July 17, 1984.