§ 54B-10. Certificate of incorporation.
§ 54B‑10. Certificateof incorporation.
(a) The certificate ofincorporation of a proposed mutual savings and loan association shall setforth:
(1) The name of theassociation, which must not so closely resemble the name of an existingassociation doing business under the laws of this State as to be likely tomislead the public;
(2) The county and cityor town where its principal office is to be located in this State; and the nameof its registered agent and the address of its registered office, including countyand city or town, and street and number;
(3) The period ofduration, which may be perpetual. When the certificate of incorporation failsto state the period of duration, it shall be considered perpetual;
(4) The purposes forwhich the association is organized, which shall be limited to purposespermitted under the laws of this State for savings and loan associations;
(5) The amount of theentrance fee per withdrawable account based upon the amount pledged;
(6) The minimum amounton deposit in withdrawable accounts before it shall commence business;
(7) Any provision notinconsistent with this Chapter and the proper operation of a savings and loanassociation, which the incorporators shall set forth in the certificate ofincorporation for the regulation of the internal affairs of the association;
(8) The number ofdirectors, which shall not be less than seven, constituting the initial boardof directors (which may be classified in the certificate of incorporation), andthe name and addresses of each person who is to serve as a director until thefirst meeting of members, or until his successor be elected and qualified;
(9) The names andaddresses of the incorporators.
(b) The certificate ofincorporation of a proposed stock savings and loan association shall set forth:
(1) The name of theassociation, which must not so closely resemble the name of an existingassociation doing business under the laws of this State as to be likely tomislead the public;
(2) The county and cityor town where its principal office is to be located in this State; and the nameof its registered agent and the address of its registered office, includingcounty and city or town, and street and number;
(3) The period ofduration, which may be perpetual. When the certificate of incorporation failsto state the period of duration, it shall be considered perpetual;
(4) The purposes forwhich the association is organized, which shall be limited to purposespermitted under the laws of this State for savings and loan associations;
(5) With respect to theshares of stock which the association shall have authority to issue:
a. If the stock is tohave a par value, the number of such shares of stock and the par value of each;
b. If the stock is tobe without par value, the number of such shares of stock;
c. If the stock is tobe of both kinds mentioned in paragraphs a and b of subdivision (5) of thissubsection, particulars in accordance with those paragraphs;
d. If the stock is tobe divided into classes, or into series within a class of preferred or specialshares of stock, the certificate of incorporation shall also set forth adesignation of each class, with a designation of each series within a class,and a statement of the preferences, limitations, and relative rights of thestock of each class or series;
(6) The minimum amountof consideration to be received for its shares of stock before it shallcommence business;
(7) A statement as towhether stockholders have preemptive rights to acquire additional or treasuryshares of the association and any provision limiting or denying said rights;
(8) Any provision notinconsistent with this Chapter or the proper operation of a savings and loanassociation, which the incorporators shall set forth in the certificate ofincorporation for the regulation of the internal affairs of the association;
(9) The number ofdirectors, which shall not be less than seven, constituting the initial boardof directors (which may be classified in the certificate of incorporation) andthe name and address of each person who is to serve as a director until thefirst meeting of the stockholders, or until his successor be elected andqualified;
(10) The names andaddresses of the incorporators.
(c) The certificate ofincorporation, whether for a mutual association or stock association, shall besigned by the original incorporators, or a majority of them, but not less than10, and shall be acknowledged before an officer duly authorized under the lawof this State to take proof or acknowledgement of deeds, and shall be filed alongwith two conformed copies in the office of the Commissioner of Banks asprovided in G.S. 54B‑9. (1981, c. 282, s. 3; 1983, c. 144, s. 3; 1989 (Reg.Sess., 1990), c. 806, s. 17; 1991, c. 707, s. 1; 2001‑193, s. 16.)