Section 5-16-49 Forms.
Section 5-16-49
Forms.
(a) Petition for certificate of incorporation. -The following form of petition for certificate of incorporation shall be used by all applicants for permission to organize a savings and loan association under the provisions of this chapter:
| ____________________, Alabama (City) | |
Savings and Loan Commissioner
____________________________________________________________
| Address | Date |
The undersigned respectfully apply for permission to organize a savings and loan association under the name and style of __________ Savings and Loan Association _________, with home office to be located at _______, in the County of _______. In support of our petition, we submit the following: (1) All petitioners are citizens of the State of Alabama, and are desirous of forming a local mutual thrift and home-financing association in which people may invest their funds and which will provide primarily for the financing of homes. (2) All petitioners are responsible persons of good character. There is a need for such an institution in the community in which the home office of the association is to be located; there is a reasonable probability for its success and usefulness; and it can be established without undue injury to existing properly conducted local thrift and home-financing institutions. (3) Applicants are ready to submit to the Savings and Loan Commissioner and to the Savings and Loan Board such evidence of the facts herein stated as required by said Commissioner or said board. (4) Petitioners agree not to represent themselves as authorized to do business until this application is approved, and further agree that upon issuance of certificate of incorporation to said petitioners, they will proceed only in accordance with provisions of the Savings and Loan laws and rules and regulations made thereunder. (5) Names and post office addresses of the incorporators, all of whom are citizens of the State of Alabama, and the required amounts paid in by each of the incorporators to the chairman of the incorporators, as noted below, upon subscriptions to capital in the aggregate sum of $ ______ are as follows:
| NAMES | POST OFFICE ADDRESES | CAPITAL PAID IN FULL |
| ____________, | ____________ | $___________ |
| Chairman | ____________ | $___________ |
| ____________ | ____________ | $___________ |
| ____________ | ____________ | $___________ |
| ____________ | ____________ | $___________ |
| Total paid-in capital | $__________________ |
(6) The names and post office addresses of the members who shall serve as directors until the first annual meeting of the members, are as follows:
| NAMES | POST OFFICE ADDRESSES |
| ____________ | _________________ |
| ____________ | _________________ |
| ____________ | _________________ |
| ____________ | _________________ |
| ____________ | _________________ |
IN WITNESS WHEREOF, we have signed and acknowledged this certificate of incorporation in duplicate. Dated this ______ day of ________, 19__.
| STATE OF _______________________}SS: |
| COUNTY OF _____________________ |
On this ___ day of ___________, 19__, before me _____________________, a Notary Public for the State of Alabama to me known and known to me to be the persons described as the incorporators in and who executed the foregoing certificate of incorporation and severally acknowledge the said certificate of incorporation to be the act and deed of the signers respectively and that the facts therein stated are truly set forth.
| ________________ | |
| Notary Public. |
(b) Bylaws. - The following form of bylaws may be adopted and used by any association without specific approval of the Commissioner. 1. Annual meetings of members. 2. Special meetings of members. 3. Notice of meetings of members. 4. Election of directors. 5. Meetings of the board of directors. 6. Resignation and removal of directors. 7. Compensation of directors. 8. Executive and other committees. 9. Officers. 10. Execution of instruments. 11. Membership. 12. Corporate seal. 13. Fiscal year. 14. Amendments.
BYLAWS ____________ SAVINGS AND LOAN ASSOCIATION_______________1. Annual Meetings of Members . The annual meeting of the members of the association for the election of directors and for the transaction of any other business of the association shall be held at its office at 2 o'clock in the afternoon on the last Monday in January in each year if not a legal holiday or, if a legal holiday, then on the next succeeding day not a legal holiday. The annual meeting may be held at such other time on such day or at such other place in the same community as the board of directors may determine, but, in such event, at least ten days' written notice thereof shall be sent to each member at his last known address appearing upon the membership book of the association. At each annual meeting, the officers shall make a full report of the financial condition of the association and of its progress for the preceding year, and shall outline a program for the succeeding year. 2. Special Meetings of Members . A special meeting of the members of the association may be called at any time by the chairman of the board of directors, the president, or secretary, or the board of directors, and shall be called by the president, a vice president or the secretary upon the written request of members of record holding, in the aggregate, at least one-tenth of the capital of the association. Such written request shall state the purposes of the meeting and shall be delivered at the home office of the association addressed to the president. 3. Notice of Meetings of Members. Except as hereinabove provided, no notice of annual meetings of members need be given to members. Notice of each special meeting of members shall state the purpose for which the meeting is called, the place of meeting, and the time when it shall convene and shall be published once a week for two successive calendar weeks (in which instance on any day of the week), prior to the date on which such special meeting shall convene, in a newspaper printed in the English language and of general circulation in the county in which the home office of the association is located. In addition to such publication of such notice, a copy thereof shall be posted in a conspicuous place in the home office of the association during the fourteen days immediately preceding the date on which such special meeting shall convene. A copy of such notice may be mailed by the association, postage prepaid, at least fifteen days and not more than thirty days prior to the date on which such special meeting shall convene to all members of record of the association at their last address appearing upon the membership book of the association, but such mailing shall not be a condition precedent to, nor shall any defect therein affect the validity of any such special meeting. If any member, in person or by attorney thereunto authorized, shall waive, in writing, notice of any special meeting of members, notice thereof need not be given to such member. 4. Election of Directors . If the members at any annual meeting so determine and until rescinded by members at any annual meeting, directors of such association shall be nominated in accordance with the following provisions: "The president, at least thirty days prior to the date of each annual meeting shall appoint a nominating committee of three persons who are members of the association. Such committee shall make nominations for directors in writing, and deliver to the secretary such written nominations at least fifteen days prior to the date of the annual meeting, which nominations shall forthwith be posted in a prominent place in the home office for the fifteen days' period prior to the date of the annual meeting. Provided such committee is appointed and makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by members are made in writing and delivered to the secretary of the association at least ten days prior to the date of the annual meeting, which nominations shall forthwith be posted in a prominent place in the home office for the ten days' period prior to the date of the annual meeting. Ballots bearing the names of all persons nominated by the nominating committee or by other members prior to the annual meeting shall be provided for use by the members at the annual meeting. If at any time the president shall fail to appoint such nominating committee or the nominating committee shall fail or refuse to act at least fifteen days prior to the annual meeting, nominations for directors may be made at the annual meeting by any member and shall be voted upon." 5. Meetings of the Board of Directors . The board of directors shall meet regularly without notice at the home office of the association at least once each month at the hour and date fixed by resolution of the board of directors; provided, that the place of meeting may be changed by resolution of the board of directors. Special meetings of the board of directors may be held at any place in the territory in which the association may make loans specified in a notice of such meeting and shall be called by the secretary upon the written request of the president, or of three directors. All special meetings shall be held upon at least three days' written notice to each director unless notice be waived in writing before or after such meeting. Such notice shall state the place, time and purposes of such meeting. No notice need be given of any meeting at which every director shall be present. A majority of the directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors. In the absence of a quorum, the directors present at the time and place of any meeting may adjourn such meeting from time to time until a quorum is present. No notice of any such adjourned meeting need be given. All meetings of the members and of the board of directors shall be conducted in accordance with Robert's Rules of Order. 6. Resignation and Removal of Directors . Any director may resign at any time by sending a written notice of such resignation to the office of the association addressed to the secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the secretary. Any director may be removed either with or without cause at any time by the majority of all votes cast at any annual meeting of members, or at any special meeting of members called for such purpose. Any director may be removed for cause by a two-thirds vote of the entire board of directors at any regular meeting or at any special meeting called for such purpose. Resignation of a director may be required by an affirmative vote of the board of directors upon three consecutive absences from regular meetings of the board of directors. 7. Compensation of Directors . The board of directors, by resolution, may provide a fixed sum to be paid to directors for attendance and may authorize the payment of the expenses of attendance at regular and special meetings of the board of directors, which compensation shall not preclude any director from serving the association in any other capacity and receiving compensation therefor. Directors, as such, shall not receive any stated salary for their services. 8. Executive and Other Committees . Each member of the executive committee, if appointed in accordance with the certificate of incorporation, shall continue in office until the first meeting of the board of directors held after the annual meeting of members next following his election and until his successor is appointed and qualified, or until death, resignation or removal, either for or without cause, at any time by the affirmative vote of a majority of the directors then in office at a regular meeting of the board of directors or at a special meeting thereof called for that purpose, or until he shall cease to be a director. The president shall preside at all meetings of the executive committee at which he shall be present. The executive committee, by resolution, may fix the time and date for the holding at the home office of the association of regular meetings without notice. Special meetings of the executive committee may be called from time to time by the president or by any two members of the executive committee. A written notice of at least three days, stating the place, time and purposes, shall be given to each member of the executive committee of each special meeting, unless notice be waived in writing before or after such meeting. If every member is present no notice need be given of any meeting. Any member of the executive committee may resign in the same manner and with the same effect as may a member of the board of directors. The board of directors may appoint another director to fill any vacancy occurring in the executive committee. The presence at any meeting of the executive committee of a majority of the members thereof then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. A majority of such quorum may decide any questions that may come before any such meeting. The secretary of the association shall be ex officio secretary of the executive committee and shall maintain accurate minutes of all resolutions adopted by the executive committee. The secretary shall read the minutes of all meetings of the executive committee at, and report to, each regular meeting of the board of directors all action taken by the executive committee since the last preceding regular meeting of the board of directors. All action by the executive committee and by other committees of the association shall be governed by Robert's Rules of Order. 9. Officers . a. Officers and employees. At the annual meeting of the board of directors; which may be held without notice at the home office of the association immediately following the annual meeting of members, and which shall be held within thirty days after the annual meeting of members, a president, one or more vice presidents, a secretary and a treasurer shall be elected. The board of directors may appoint such additional officers and employees as it may from time to time determine. It may elect a chairman of the board of directors from among the directors. The president shall be chosen from among the directors. The offices of secretary and treasurer may be held by the same person and a vice president may also be either the secretary or the treasurer. The term of office of all officers shall be one year or until their respective successors are elected and qualified; but any officer may be removed at any time by the board of directors for or without cause. The officers shall have such powers and duties as are specified in the bylaws and as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the board of directors. b. Chairman of the board of directors and president. (1) Chairman of the board of directors. If the members of the association elect a chairman of the board of directors, he shall preside at all meetings of the board of directors, if present, and may exercise any and all powers and perform any and all duties pertaining to the office of president, which the board of directors by resolution confer upon him. He shall have such other powers and duties as may from time to time be assigned to him by the board of directors. (2) President. The president shall be the chief executive officer of the association and, subject to the control of the board of directors, shall have general charge of the business affairs and property of the association and control over its several officers. The president shall preside at all meetings of members and, in the absence of the chairman of the board of directors, at all meetings of the board of directors. The president shall do and perform such other duties and may exercise such other powers as from time to time may be assigned to him by the board of directors. c. Vice presidents. At the request of the president or in his absence or disability the vice president or, in case there shall be more than one vice president, the vice president designated by the president (or in the absence of such designation, the vice president designated by the board of directors, or the executive committee) shall perform all the duties of the president and when so acting shall have all the powers and shall be subject to all the restrictions upon the president. Any vice president shall perform such other duties and may exercise such other powers as from time to time may be assigned to him by the president or the board of directors. d. The secretary. The secretary shall: (1) Keep the minutes of the meetings of the members, the board of directors, and the executive committee and cause the same to be recorded in books provided for that purpose. (2) Prepare or cause to be prepared and submit to the chairman of each meeting of the members, a certified list, in alphabetical order, of the names of the members entitled to vote at such meeting, together with the number of votes which each member is entitled to cast. (3) See that all notices are duly given in accordance with the provisions of these bylaws and the Savings and Loan Act. (4) Be custodian of the records of the association and of the seal of the association and see that the seal is affixed to all documents the execution of which on behalf of the association under its seal shall have been duly authorized. (5) See that all books, reports, statements, certificates and all other documents and records required by law to be kept or filed are properly kept or filed; and (6) In general, perform all duties and have all powers incident to the office of secretary and perform such other duties and have such other powers as from time to time may be assigned to him by the president or the board of directors. e. Assistant secretaries. The assistant secretaries shall have such duties as from time to time may be assigned to them by the secretary or the board of directors. f. The treasurer. The treasurer shall: (1) Have supervision over the funds, securities, receipts and disbursements of the association. (2) Cause all moneys and other valuable effects to be deposited in the name and to the credit of the association in such banks or trust companies or with such bankers or other depositaries as shall be selected by the board of directors or pursuant to authority conferred by the board of directors. (3) Cause the funds of the association to be disbursed by check or drafts upon the authorized depositaries of the association when such disbursements shall have been duly authorized. (4) Cause to be taken and preserved proper vouchers for all moneys disbursed. (5) Cause to be kept at the office of the association correct books of account of all its business and transactions. (6) Render to the president, the board of directors or the executive committee, whenever requested, an account of the financial condition of the association and of his transactions as treasurer. (7) Be empowered from time to time to require from the officers and agents of the association reports or statements giving such information as he may desire with respect to any and all financial transactions of the association; and (8) In general, perform all duties and have all powers incident to the office of the treasurer and perform such other duties and have such other powers as from time to time may be assigned to him by the president or the board of directors. g. Assistant treasurers. The assistant treasurers shall have such duties as from time to time may be assigned to them by the treasurer or the board of directors. 10. Execution of Instruments. All contracts, notes, drafts, acceptances, checks, endorsements, assignments, releases, deeds, all evidences of indebtedness of the association and all documents, instruments or writings of any nature, shall be signed, executed, verified, acknowledged and delivered by such officers, agents or employees of the association, or any one of them, in such manner as from time to time may be determined by resolution of the board of directors. Proxies to vote with respect to securities owned by the association may be executed and delivered from time to time by the president, a vice president, the secretary or treasurer of the association, or by any other person thereunto authorized by resolution of the board of directors. 11. Membership of Certificates. Any officer or employee designated by the board of directors shall manually sign and deliver to each investor in and borrower from the association at the time such investor makes initial payment on an account, or a loan to any such borrower is made, respectively, membership certificates in the proper form as prescribed in the Savings and Loan Act. Membership certificates shall be numbered consecutively by type or otherwise. The officer or employee signing a membership certificate shall enter the name of the member thereon. Joint investors and joint borrowers constitute a single membership. 12. Corporate Seal. The seal shall be two concentric circles between which shall be the name of the association. The year of incorporation, and the name of this state, shall, and an emblem may, appear in the center. 13. Fiscal year. The fiscal year shall be the calendar year. 14. Amendments. Amendments of these bylaws may be made, from time to time, as provided in the Savings and Loan Act. We, the undersigned, being the incorporators of the __________ Savings and Loan Association, do hereby adopt and for that purpose do sign and acknowledge the foregoing bylaws as and for the bylaws of the _________ Savings and Loan Association, this ____ day of _________, 19____.
| _________________ | |
| _________________ | |
| _________________ | |
| _________________ | |
| _________________ | |
| STATE OF ALABAMA | |
| COUNTY OF ________________} | SS |
On this ______ day of ___________, 19__, before me _____________________, a Notary Public in and for the State of Alabama, personally appeared to me known and known to me to be the persons described as the incorporators in the certificate of incorporation of the ____________ Savings and Loan Association and who severally acknowledged the foregoing bylaws to be the act and deed of the signers thereof respectively.
| __________________ | |
| Notary Public |
(c) Merger agreement. -The following form of merger agreement may be used by any associations proposing to merge, and when so used shall be a lawful form of merger agreement and shall be given legal effect in accordance with its terms and provisions, but shall not preclude the use of any other form approved by the commissioner:
AGREEMENT made this _____ day of ___________, 19__, by and between ________ Savings and Loan Association _______________, ( _______________ Savings and Loan Association ____________ ) and _________________ Savings and Loan Association __________, which contracting parties are hereafter termed "merging associations"; WHEREAS, the board of directors of the merging associations has approved a plan of merger by a majority vote of each of the separate boards to be evidenced by this agreement and have authorized the undersigned officers to execute this agreement in the name and on behalf of the merging associations and to obtain the approval of the commissioner to the plan of merger; NOW, THEREFORE, in consideration of the mutual advantages which will inure to all parties interested and the terms and conditions hereinafter set forth, the parties hereto agree as follows: 1. The name, style, and title of the association into which the associations are merged shall be the ____________ Savings and Loan Association ______________(hereinafter termed the "association"). 2. The association shall operate under a certificate of incorporation in the form prescribed in Section 5-16-6 of the Code of Alabama, which shall be deemed to be a continuation of the charter of that association into which the other merging associations are absorbed. 3. The number of directors of the association shall be _____, and the names and residents of those who are chosen to serve until the first annual meeting of the members are: NAME RESIDENCE 4. The bylaws of the association shall be in form hereto annexed. 5. The board of directors of the association is authorized and directed to cause to be issued membership certificates to the members of the merging associations in accordance with the terms of this agreement. 6. The manner of converting capital of the merging associations into that of the association shall be as follows: (a) The association shall issue to the account holders of the merging associations, the corporate existence of which are terminated by the merger, membership certificates evidencing accounts pro rata to the participation value of the accounts of each of such account holders as of the date of the current balance sheets of each of the merging associations, plus payments thereon and dividends credited thereto after such date, minus any sums repurchased or redeemed on such accounts after such date, as shown on the attached pro forma balance sheet and schedules, giving effect to the merger. (b) The association shall issue to each borrowing member of the merging associations, the corporate existence of which are terminated by the merger, membership certificates in the merged association evidencing their membership therein as borrowers therefrom. 7. The home office of the association shall be in the City of _______________, County of _______________, State of Alabama. 8. Annexed hereto and made a part hereof as exhibits are balance sheets of the merging associations dated ___________, 19__, certified by the treasurers of the several associations and pro forma balance sheet of the association dated ___________, 19___, giving effect to the proposed plan of merger. 9. This agreement shall not be effective unless approved by the Commissioner. The effective date of the merger shall be the date upon which this proposed plan of merger shall be approved by the commissioner. IN WITNESS WHEREOF the contracting parties to this agreement have in pursuance of a resolution duly adopted at a legal meeting of the board of directors of each of the merging associations, caused these presents to be signed in the names of the respective merging associations by their respective presidents or vice presidents and their respective secretaries or assistant secretaries, all duly authorized thereunto, the day and year first above mentioned.
The above form is to be signed by the president or vice president and secretary or assistant secretary of each association, party to the merger, under the proper name of their respective associations, and acknowledged as required in Section 5-16-29.
(d) A form substantially as follows is prescribed for use by the commissioner pursuant to Section 5-16-5:
APPROVAL OF CERTIFICATE OF INCORPORATION AND BYLAWS I, ________________, Savings and Loan Commissioner of the State of Alabama, do hereby certify that, by resolution dated _________, the Savings and Loan Board approved the incorporation of _________ Saving and Loan Association ________________________, and determined that: (1) The provisions of the Savings and Loan Act have been complied with. (2) The certificate of incorporation and bylaws conform to the provisions of the Savings and Loan Act. (3) The directors named in the certificate of incorporation are persons of good character and responsibility, and have the experience and general fitness to engage in the savings and loan business. (4) A necessity exists for such an association in the community to be served. (5) There is a reasonable probability of the usefulness and success of the association. (6) The incorporation of such association will not unduly injure any properly conducted existing association, in the same or neighboring communities. The incorporation of _______________ Savings and Loan Association ______________ is hereby approved. IN WITNESS WHEREOF I have hereunto set my hand and the seal of my office, this ____ day of _____________, 19______
| (SEAL) | ____________________ |
| Savings and Loan Commissioner. |
(e) A form substantially as follows is prescribed for use by the commissioner pursuant to Section 5-16-10:
APPROVAL OF CHANGE OF LOCATION OF OFFICE
I, _________________________ Savings and Loan Commissioner of the State of Alabama, hereby certify that the change of location of the home office of _______________ Savings and Loan Association _____________, from _______________ to ________________, has been approved in accordance with law, to wit: Such change of location of the home office will not unduly injure any properly conducted existing association in the same or neighboring communities; There is a reasonable probability of the usefulness and success of the association at such new location. IN WITNESS WHEREOF, I have hereunto set my hand and seal of my office, this ______ day of ____________, 19___.
| (SEAL) | __________________ |
| Savings and Loan Commissioner |
(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §257.)