Section 5-16-4 Procedure for incorporation - Petition for certificate of incorporation; subscription by incorporators, etc.
Section 5-16-4
Procedure for incorporation - Petition for certificate of incorporation; subscription by incorporators, etc.
(a) At any time, any five or more individuals (hereinafter referred to as the "incorporators"), citizens of this state, may form an association to promote thrift and home financing, subject to approval as provided in Sections 5-2A-61 through 5-2A-63, 5-16-5, 5-16-10, 5-16-11, 5-16-36 and 5-16-37, by signing and acknowledging, before an officer competent to take acknowledgments of deeds, two copies of a petition for a certificate of incorporation in the form prescribed in Section 5-16-49, which shall be filed with the commissioner, accompanied by the incorporation fee. The incorporators shall simultaneously file with the commissioner two copies of the proposed bylaws of the association in a form consistent with law and satisfactory to the commissioner, each of which copies shall be signed by each of the incorporators and acknowledged in the same manner as the petition for certificate of incorporation. Upon receipt of such documents, the commissioner shall submit to the Savings and Loan Board his recommendations upon any such petition. In the event the Savings and Loan Board shall approve the incorporation of the association, the commissioner shall issue a certificate of approval of the incorporation of such association as provided in Section 5-16-5. He shall at the same time execute in triplicate a certificate of incorporation in the form provided in Section 5-16-6. He shall file one signed copy of such certificate of approval and of the certificate of incorporation with the Secretary of State. He shall endorse upon the two copies of the petition for certificate of incorporation filed with him such certificate of approval and return the duplicate original and a copy of the certificate of incorporation to the association, addressed to the chairman of the incorporators, and shall retain the original petition for certificate of incorporation and a copy of the certificate of incorporation in the permanent files of his office. He shall return one copy of the approved bylaws to the association, addressed to the chairman of the incorporators, and retain in the permanent files of his office the original signed copy of the approved bylaws. The petition for certificate of incorporation, the certificate of approval of incorporation, the certificate of incorporation and the bylaws shall not be filed or recorded in any other state or county office. The failure of the commissioner to file, return or retain any such document as above provided shall not affect the validity of the incorporation of any association. The corporate existence of an association shall begin when the commissioner shall issue the certificate of incorporation of the association, and such existence shall be perpetual unless terminated in accordance with the provisions of this chapter.
(b) The incorporators shall appoint one of such persons as chairman of the incorporators. The incorporators shall pay, in cash, to such chairman as subscriptions to the capital of the proposed association, including that part of the original subscription paid by such chairman, an aggregate amount, fixed as follows in relation to the size of the place in which the home office of the association is to be located:
(1) In incorporated or unincorporated places having not more than 10,000 inhabitants, the minimum sum of $5,000.00;
(2) In places having more than 10,000 but less than 100,000 inhabitants, the minimum sum of $10,000.00; and
(3) In places having 100,000 or more inhabitants, the minimum sum of $20,000.00; provided, that the commissioner may, in his discretion, require a larger amount of share capital to be paid in.
The size of the incorporated or unincorporated place shall be determined by the commissioner in accordance with the latest federal census. The chairman of the incorporators shall procure from a surety company, or other surety acceptable to the commissioner, a surety bond in form approved by the commissioner in an amount at least equal to the amount subscribed by the incorporators. Such bond shall name the commissioner as obligee and shall be delivered to him. It shall guarantee the safekeeping of the funds subscribed and their delivery to the association after the issuance of the certificate of incorporation and after the bonding of the officers. In the event of the failure to complete organization, such bond shall guarantee the return of the amounts collected to the respective subscribers or their assigns, less the incorporation fee. The incorporators shall create an expense fund in an amount not less than 20 percent of the minimum capital required to be paid in under this chapter, from which expense fund the expense of organizing the association and its operating expenses may be paid until such time as its earnings are sufficient to pay its operating expenses in addition to such dividends as may be declared and credited to its account holders from its earnings. The incorporators shall deposit to the credit of the association in cash the amount of the expense fund. The amounts contributed to the expense fund by the incorporators shall not constitute a liability of the association except as hereinafter provided. Contributions made by the incorporators to the expense fund may be repaid pro rata to the contributors from the net earnings of the association for any dividend period after provision for statutory reserves and declaration of dividends of not less than one percent on capital for such dividend period. In case of the liquidation of an association before contributions to the expense fund have been repaid, any contributions to the expense fund remaining unexpended after the payment of the expenses of liquidation of all creditors and of the participation value of the accounts of all members shall be repaid to the contributors pro rata. The books of the association shall reflect the expense fund. Contributors to the expense fund shall be paid dividends on the amounts paid in by them and for such purpose such contributors shall in all respects be considered as accounts of the association.
(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §212.)