§ 54C-10. Certificate of incorporation.
§54C‑10. Certificate of incorporation.
(a) The certificate ofincorporation of a proposed mutual savings bank shall set forth the following:
(1) The name of thesavings bank, which shall not so closely resemble the name of an existingdepository institution doing business under the laws of this State as to belikely to mislead 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 is considered perpetual.
(4) The purposes forwhich the savings bank is organized that are limited to purposes permittedunder the laws of this State for savings banks.
(5) The amount of theentrance fee per deposit account based upon the amount pledged.
(6) The minimum amounton deposit in deposit accounts before it shall commence business.
(7) Any provision notinconsistent with this Chapter and the proper operation of a savings bank,which the incorporators shall set forth in the certificate of incorporation forthe regulation of the internal affairs of the savings bank.
(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 address of each person who is to serve as a director until the firstmeeting of members, or until a successor is elected and qualified.
(9) The names andaddresses of the incorporators.
(b) The certificate ofincorporation of a proposed stock savings bank shall set forth the following:
(1) The name of thesavings bank, which shall not so closely resemble the name of an existingdepository institution doing business under the laws of this State as to belikely to mislead 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 is considered perpetual.
(4) The purposes forwhich the savings bank is organized, which shall be limited to purposespermitted under the laws of this State for savings banks.
(5) With respect to theshares of stock which the savings bank shall have authority to issue:
a. If the stock is tohave a par value, the number of the shares of stock and the par value of each.
b. If the stock is tobe without par value, the number of the shares of stock.
c. If the stock is tobe of both kinds mentioned in sub‑subdivisions a. and b. of thissubdivision, particulars in accordance with those sub‑subdivisions.
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 savings bank.
(8) Any provision notinconsistent with this Chapter or the proper operation of a savings bank, whichthe incorporators shall set forth in the certificate of incorporation for theregulation of the internal affairs of the savings bank.
(9) The number ofdirectors, which shall not be less than seven, constituting the initial boardof directors, which may be classified in accordance with the certificate ofincorporation, and the name and address of each person who is to serve as adirector until the first meeting of the stockholders, or until a successor iselected and qualified.
(10) The names andaddresses of the incorporators. (1991, c. 680, s. 1.)