§ 54-134. Articles of incorporation.
§54‑134. Articles of incorporation.
Each association formed underthis Subchapter must prepare and file articles of incorporation, setting forth:
(1) The name of theassociation.
(2) The purposes forwhich it is formed.
(3) The place where itsprincipal business will be transacted.
(4) The period ofduration, which may be perpetual. When the articles of incorporation fail tostate the period of duration, it shall be considered perpetual. Any associationheretofore or hereafter organized for a period less than perpetual, may byamendment to its articles of incorporation, extend the period of its durationfor a specified period or perpetually.
(5) The names andaddresses of those who are to serve as directors for the first term or untilthe election of their successors.
(6) If organized withoutcapital stock, whether the property rights and interest of each member shall beequal or unequal; and if unequal, the article shall set forth the general ruleor rules applicable to all members by which the property rights and interests,respectively, of each member may and shall be determined and fixed; and thisassociation shall have the power to admit new members who shall be entitled to share in the property of the association with the old members in accordance withsuch general rule or rules. This provision of the articles of incorporationshall not be altered, amended, or repealed except by the written consent or thevote of three‑fourths of the members.
(7) If organized withcapital stock, the amount of such stock and the number of such shares intowhich it is divided and the par value thereof. The capital stock may be dividedinto preferred and common stock. If so divided, the articles of incorporationmust contain a statement of the number of shares of stock to which preferenceis granted and the number of shares of stock to which no preference is grantedand the nature and extent of the preference and the privileges granted to each.
In addition to the foregoing,the petition for articles of incorporation may contain any provision consistentwith law with respect to management, regulation, government, financing,indebtedness, membership, the establishment of voting districts and theelection of delegates for representative purposes, the issuance, retirement andtransfer of its stock, if formed with capital stock, or any provisions relativeto the way or manner in which it shall operate with respect to its members,officers, or directors, and any other provisions relating to its affairs;provided that nothing set forth in this paragraph shall be construed aslimiting any of the rights or powers otherwise given to such associations.
The articles must besubscribed by the incorporators and acknowledged by one of them before anofficer authorized by the law of this State to take and certify acknowledgmentsof deeds and conveyances; and shall be filed as provided in G.S. 55A‑4;and when so filed the said articles of incorporation, or certified copiesthereof, shall be received in all the courts of this State, and other places,as prima facie evidence of the facts contained therein, and of the dueincorporation of such association. A certified copy of the articles ofincorporation shall also be filed with the Chief of the Division of Markets. (1921,c. 87, s. 8; C.S., s. 5259(f); 1935, c. 230, ss. 3, 4; 1963, c. 1168, ss. 4, 5;1979, c. 908, s. 2.)