2018 Code of Virginia
Title 6.2 - Financial Institutions and Services
Chapter 10 - Entities Conducting Trust Business
§ 6.2-1011. Voting of bank shares held by trust institution as fiduciary; when disqualified

Universal Citation: VA Code § 6.2-1011 (2018)

A. As used in this section, "banking corporation" includes a bank or a corporation or company that is a bank holding company under 12 U.S.C. § 1841, as amended from time to time.

B. When shares of a national banking association or of a banking corporation organized under the laws of the Commonwealth or another state are held by a trust institution that is serving as a personal representative of a decedent, trustee, guardian of any infant, agent or in any other fiduciary capacity, the trust institution may not (i) vote or participate in the voting of any voting securities of such bank if the securities held in such fiduciary capacity, together with all the other voting securities of such bank held in a fiduciary capacity, exceed 25 percent of the outstanding voting securities of such bank or (ii) vote such voting securities, if the voting securities of such bank held as a personal representative of the decedent, together with all other voting securities of such bank held in a fiduciary capacity, exceed five percent, unless there has been a determination by the Board of Governors of the Federal Reserve System that the right to vote five percent or more of the voting securities but less than 25 percent thereof does not constitute control of that bank.

C. If there is any personal representative, trustee, guardian of any infant, or other fiduciary in addition to the trust institution in such fiduciary capacity, the other fiduciary, if not a director, officer, or employee of the trust institution, may vote such shares. If the trust institution is the sole fiduciary, or if the trust institution is serving along with a director, officer, or employee of the trust institution, it may petition the court, as provided in subsection D, for the appointment of a cofiduciary for the sole purpose of voting such bank shares.

D. When a trust institution has qualified or is serving under the laws of the Commonwealth as personal representative of a decedent, trustee, guardian of any infant, or in any other fiduciary capacity, and in such estate or trust, there are shares of stock of a national banking association or a banking corporation organized under the laws of the Commonwealth or another state, and the trust institution is disqualified under subsection B from voting such shares, the trust institution or any interested party may petition the court in which the institution qualified or is capable to qualify to appoint a cofiduciary for the sole purpose of voting the shares of the banking association or banking corporation held by the estate or trust, which the trust institution is disqualified from voting. The appointment and qualification may be ex parte, and no prior notice to the beneficiary shall be required. The court at the time of such qualification may relieve the cofiduciary of any obligation for the giving of surety on his bond, and if the appointment of the cofiduciary is limited to voting of the bank stock, such order may provide that the cofiduciary shall not be liable or accountable as a fiduciary in the administration of such estate or trust except for the breach of any fiduciary duty in voting or failing to vote such bank stock. No director, officer, or employee of a trust institution shall be eligible to be named cofiduciary under the provisions of this subsection.

1972, c. 203, §§ 6.1-31.1, 6.1-31.2; 1974, c. 665; 2010, c. 794.

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