2019 US Virgin Islands Code
Title 9 - Banking
Chapter 3 - Organization and Management of Banks
§ 38. Amendment of articles of incorporation

(a) Every bank organized under this title may amend its articles of incorporation by—

• (1) changing its name, subject to the provisions of section 5 of this title;

• (2) increasing or decreasing its authorized capital stock, subject to the minimum limit allowed by law;

• (3) changing the par value and number of shares of its capital stock;

• (4) changing the location of its main office;

• (5) extending the term of its corporate existence as limited in the articles of incorporation; and

• (6) making such other changes as may be required.

(b) No amendment may contain a provision which it would not have been lawful and proper to insert in the original articles of incorporation.

(c) Such amendments shall be adopted by two-thirds of the entire capital stock of the bank at a general meeting of stockholders duly called by the Board of Directors, either on their own initiative or on petition of stockholders representing 20 percent of the capital stock. Such action as may be taken shall be set forth in a certificate issued in duplicate and signed by the president or other duly authorized officer of the bank, under the corporate seal, and sworn to before a notary public. The certificate, in duplicate, together with the written assent given in person or by proxy of stockholders representing two-thirds of the total number of shares issued, shall be forwarded to the Lieutenant Governor, who shall thereupon notify the Banking Board and at the same time shall transmit to it the duplicate of the certificate. Upon approval by the Banking Board of such amendment and payment of the proper fees, the articles of incorporation shall be deemed amended accordingly, and the Banking Board shall direct the Lieutenant Governor to issue to the bank a certificate under his seal to that effect.

(d) The Board of Directors of any bank organized under the provisions of this title may remove its branches from one place to another within the Virgin Islands by resolution duly adopted by the Board of Directors; but no removal, either of the main office or of any branch, shall be made until a copy of said resolution, duly signed by the president and the secretary and under the corporate seal, shall have been filed and any fee required by law shall have been paid, nor shall any change of name be valid until it is approved by the Lieutenant Governor, and no change in the capital stock of any bank or other interests in the bank as appropriate to its organizational structure shall be made until the details of the proposed transaction have been reported to and approved by the Banking Board.

(e) All debts, liabilities, privileges and powers of a bank under its old name shall devolve upon and inure to the bank under a new name. Nothing contained in this section shall be so construed as in any manner to release any bank under its old name, or at its old domicile, from any liability, or as to affect any action or proceeding in law in which said bank is or may become a party in interest.

(f) Officers and employees.

• (i) Officers. Except as provided in this section the powers and duties of officers of a bank organized under this chapter are governed by the provisions of law generally applicable to the type of organization which it is, as appropriate, depending upon the organizational form used. The bank's organizational documents must address the powers and duties of officers.

• (ii) Appointment. The governing body of a bank shall appoint from its members or otherwise one or more officers to manage the day-to-day affairs of the bank holding company or subsidiary. One of these officers must be designated the chief executive officer. The governing body shall report the name of the designated chief executive officer to the Banking Board within 10 days of designation.

• (iii) Bonds. The governing body of a bank shall require security for the fidelity and faithful performance of duties by its officers, employees and agents in an amount that the governing body considers necessary or that the Banking Board requires. This security must consist of a bond executed by one or more surety companies authorized to transact business in this Territory. The Banking Board may increase this amount from time to time as circumstances may require.