7-7-3 - Incorporators -- Certificate of authority -- Articles of incorporation -- Amendment -- Bylaws -- Liability for debts of association.
7-7-3. Incorporators -- Certificate of authority -- Articles of incorporation --Amendment -- Bylaws -- Liability for debts of association.
(1) (a) "Incorporators" means persons who apply to the commissioner to form a mutualassociation or a capital stock association under this section.
(b) Any five or more individuals, who are at least 21 years of age, may apply to thecommissioner for a certificate of authority to form a mutual association or capital stockassociation to provide for the deposit or investment of funds and for the extension of credit.
(c) The supervisor and the commissioner shall consider and act upon the applicationaccording to the requirements of this section and Section 7-1-704.
(d) If the commissioner approves the application, he shall issue a certificate of authorityand attach a copy of that certificate to each copy of the articles of incorporation required to befiled by him under the provisions of Section 7-1-704.
(e) The corporate existence of the association begins upon issuance of the certificate ofauthority.
(f) The certificate of authority is conclusive evidence that all conditions precedent toincorporation have been complied with and that the association has been incorporated under thischapter.
(2) (a) The articles of incorporation of every association shall state:
(i) the name of the association;
(ii) the names of the incorporators and their places of residence;
(iii) the time of its duration, which may be perpetual;
(iv) the purpose or purposes for which the association is formed;
(v) if the association is a capital stock association, the aggregate number of shares that thecorporation shall have authority to issue; if those shares are to consist of one class only, the par orstated value of each of the shares or a statement that all of the shares are without par or statedvalue; or, if the shares are to be divided into classes, the number of shares of each class, and astatement of the par or stated value of the shares of each such class or that the shares are to bewithout par value;
(vi) if the association is a capital stock association and is to issue the shares of anypreferred or special class in series, then the designation of each series and a statement of thevariation in the relative rights and preferences as between series according to the provisions of thearticles of incorporation, and a statement of any authority to be vested in the board of directors toestablish series and fix and determine the variation in the relative rights and preferences asbetween series;
(vii) the number of directors constituting the initial board of directors, and the names andaddresses of the persons who are to serve as directors until the first annual meeting of themembers or stockholders or until their successors are elected and qualify; and
(viii) its principal place of business.
(b) It is not necessary to set forth in the articles of incorporation any of the corporatepowers enumerated in the laws of this state with respect to associations.
(c) (i) The articles of incorporation of a capital stock association may provide that thestockholders of any class or classes have the preemptive right to acquire additional shares issuedby the association.
(ii) In the absence of any grant of preemptive rights in the articles of incorporation of anassociation, no preemptive rights exist with respect to additional shares issued by the association.
(3) (a) (i) The articles of incorporation of any association may be amended at a meetingof the members or stockholders called for that purpose, according to the procedures set forth inthe articles of incorporation.
(ii) If the articles of incorporation do not provide a procedure for amendment, the articlesmay be amended by a vote of a majority of the total votes eligible to be cast by members orstockholders at the meeting.
(iii) The original purpose of the association may not be changed without the approval andconsent of all of the members or all of the outstanding stock and shares.
(iv) Adding to the purposes or objects of the association, or extending the power andbusiness of the association, is not considered to be a change of the original purpose of theassociation.
(b) (i) Notice of any meeting to consider amendments of the association's articles ofincorporation shall be given by or at the direction of the president, the secretary, or the officer orpersons calling the meeting.
(ii) The notice shall state the nature of the proposed change and the place, day, and timeof the meeting.
(iii) The notice shall be given in the manner provided for notices of special meetings asspecified in Section 7-7-10 for mutual associations, or as specified in Section 7-7-11 for capitalstock associations.
(c) (i) A certificate of the change or amendment, when adopted, shall be made by thepresident and secretary of the association, and shall be filed and recorded in the manner providedin this section for the filing and recording of the original articles of incorporation.
(ii) The Division of Corporations and Commercial Code shall issue a certificate ofamendment, which is evidence of the facts stated in the amendment, but this certificate ofamendment may not be issued by the Division of Corporations and Commercial Code until thecommissioner has approved the amendment.
(iii) An amendment is not effective until it has been filed according to the provisions ofthis section.
(4) (a) The bylaws of an association may provide for:
(i) annual and special meetings of members or stockholders, and notice of those meetings;
(ii) procedure for nomination of directors;
(iii) meetings of the board of directors;
(iv) resignation and removal of directors;
(v) compensation of directors;
(vi) officers;
(vii) execution of instruments;
(viii) evidence of savings accounts;
(ix) corporate seal;
(x) fiscal year; and
(xi) any other desired matters.
(b) The commissioner may issue a preapproved form of bylaws that may be adopted andused by any association.
(c) The power to alter, amend, or repeal the bylaws, or to adopt new bylaws, is vested inthe board of directors unless reserved to the members or stockholders in the articles ofincorporation.
(5) (a) The property of the association is liable for the debts of the association.
(b) The individual property of a member or stockholder of an association organized underthe laws of this state is not liable for the association's obligations, nor may assessments be leviedon the memberships or stock for any purpose.
Amended by Chapter 161, 1987 General Session