§ 23-51-105 - Articles of association of state trust company.
23-51-105. Articles of association of state trust company.
The articles of association of a state trust company must be signed and acknowledged by each organizer and must contain:
(a) The name of the state trust company;
(b) The period of its duration, which may be perpetual;
(c) The powers of the state trust company, which may be stated as:
(1) All powers granted to a state trust company in this state; or
(2) A list of the specific powers that the state trust company chooses and is authorized to exercise;
(d) The aggregate number of shares that the state trust company will be authorized to issue, the number of classes of shares, which may be one or more, the number of shares of each class if more than one class, and a statement of the par value of the shares of each class or that the shares are to be without par value;
(e) If the shares are to be divided into classes, the designation of each class and statement of the preferences, limitations, and relative rights of the shares of each class;
(f) Any provision granting to shareholders the preemptive right to acquire additional shares of the state trust company;
(g) Any provision granting the right of shareholders to cumulative voting in the election of directors;
(h) The aggregate amount of consideration to be received for all shares initially issued by the state trust company, and a statement signed and verified by the organizers that the capital stock has been fully subscribed and the purchase price therefor has been paid into an escrow account approved by the Bank Commissioner;
(i) Any provision consistent with law that the organizers elect to set forth in the articles of association for the regulation of the internal affairs of the state trust company or that is otherwise required by this chapter to be set forth in the articles of association;
(j) The street address of the state trust company's principal office required to be maintained under 23-51-172; and
(k) The number of directors or managers constituting the initial board, which may not be fewer than three (3), and the names and street addresses of the persons who are to serve as directors until the first annual meeting of shareholders or until successor directors have been elected and qualified.