§19-4-6 Articles of incorporation.
§19-4-6. Articles of incorporation.
Each association formed under this article must prepare and file articles of incorporation, setting forth:
(a) The name of the association;
(b) The purposes for which it is formed;
(c) The place where its principal business will be transacted;
(d) The period, if any prescribed, for the duration of the corporation;
(e) The number of incorporators which shall not be less than five, the number of directors which shall not be less than five and may be any number in excess thereof, or it may be set forth that the number of directors shall be fixed by the bylaws;
(f) If organized without capital stock, whether the property rights and interest of each member be equal or unequal; and if unequal, the general rule or rules applicable to all members, or classes of members, by which the property rights and interest, respectively, of each member may and shall be determined and fixed; and provision for the admission of new members who shall, or shall not be, entitled to share in the property of the association with the old members, in accordance with such general rule or rules. This provision or paragraph of the articles of incorporation shall not be altered, amended, or repealed except by the written consent or vote of three fourths of the members;
(g) If organized with capital stock and authorized to issue only one class of stock, the total number of shares of stock which the association shall have authority to issue and (1) the par value of each of such shares, or (2) a statement that all such shares are to be without par value; or, if the association is to be authorized to issue more than one class of stock, the total number of shares of all classes of stock which the association shall have authority to issue and (1) the number of shares of each class thereof that are to have a par value and the par value of each share of each such class, and/or (2) the number of such shares that are to be without par value, and (3) a statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof, which are permitted by the provisions of section thirteen of this article in respect of any class or classes of stock of the association and the fixing of which by the articles of incorporation is desired, and an express grant of such authority as it may then be desired to grant to the board of directors to fix by resolution or resolutions any thereof that may be desired but which shall not be fixed by such articles;
The articles must be subscribed by the incorporators and acknowledged by one of them before an officer authorized by the law of this state to take and certify acknowledgments of deeds and conveyances; and shall be filed in accordance with the provisions of the general corporation law of this state; and, when so filed, such articles of incorporation, or certified copies thereof, 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 due incorporation of such association;
The secretary of state shall provide suitable application blanks and supply them on request;
(h) The articles may also contain any provisions which the incorporators may choose to insert for the management of the business and for the conduct of the affairs of the association, and any provisions creating, defining, limiting and/or regulating the powers of the association, the directors and the stockholders, or any class of the stockholders or, in the case of an association which is to have no capital stock, of the members of such association: Provided, That such provisions are not contrary to the laws of the state.