North Carolina General Statutes 54B-10. Certificate of incorporation
(a) The certificate of incorporation of a proposed mutual savings and loan association shall set forth:
(1) The name of the association, which must not so closely resemble the name of an existing association doing business under the laws of this State as to be likely to mislead the public;
Terms Used In North Carolina General Statutes 54B-10
- Association: includes a State association or a federal association unless limited by use of the words "State" or "federal. See North Carolina General Statutes 54B-4
- Commissioner: means the Commissioner of Banks authorized pursuant to Article 2 of Chapter 53C of the N. See North Carolina General Statutes 54B-4
- Conformed copies: means photocopies or carbon copies or other mechanical reproductions of an original document or paper. See North Carolina General Statutes 54B-4
- Entrance fee per withdrawable account: means the amount to be paid by each person, firm or corporation when he or it pledges to a proposed mutual association to deposit funds in a withdrawable account. See North Carolina General Statutes 54B-4
- Members: means withdrawable account holders and borrowers in a State mutual association. See North Carolina General Statutes 54B-4
- Minimum amount of consideration: means the amount of money a stock association shall be required to have received on the sale of its stock, before it shall commence business. See North Carolina General Statutes 54B-4
- Minimum amount on deposit in withdrawable accounts: means the amount of money which a mutual association must have on hand prior to its commencement of business. See North Carolina General Statutes 54B-4
- Mutual association: means all mutual savings and loan associations owned by members of the association, and organized under the provisions of this Chapter or its predecessor for the primary purpose of promoting thrift and home financing. See North Carolina General Statutes 54B-4
- Original incorporators: means the organizers of a State association responsible for the business of a proposed association from the filing of the application to the Commission's final decision on such application. See North Carolina General Statutes 54B-4
- Principal office: means the office which houses the headquarters of an association. See North Carolina General Statutes 54B-4
- Registered agent: means the person named in the certificate of incorporation upon whom service of legal process shall be deemed binding upon the association. See North Carolina General Statutes 54B-4
- savings and loan association: when used in the General Statutes, shall mean an association and shall be interchangeable. See North Carolina General Statutes 54B-4
- state: when applied to the different parts of the United States, shall be construed to extend to and include the District of Columbia and the several territories, so called; and the words "United States" shall be construed to include the said district and territories and all dependencies. See North Carolina General Statutes 12-3
- Stock association: means any corporation or company owned by holders of capital stock and organized under the provisions of this Chapter for the primary purpose of promoting thrift and home financing. See North Carolina General Statutes 54B-4
(2) The county and city or town where its principal office is to be located in this State; and the name of its registered agent and the address of its registered office, including county and city or town, and street and number;
(3) The period of duration, which may be perpetual. When the certificate of incorporation fails to state the period of duration, it shall be considered perpetual;
(4) The purposes for which the association is organized, which shall be limited to purposes permitted under the laws of this State for savings and loan associations;
(5) The amount of the entrance fee per withdrawable account based upon the amount pledged;
(6) The minimum amount on deposit in withdrawable accounts before it shall commence business;
(7) Any provision not inconsistent with this Chapter and the proper operation of a savings and loan association, which the incorporators shall set forth in the certificate of incorporation for the regulation of the internal affairs of the association;
(8) The number of directors, which shall not be less than seven, constituting the initial board of directors (which may be classified in the certificate of incorporation), and the name and addresses of each person who is to serve as a director until the first meeting of members, or until his successor be elected and qualified;
(9) The names and addresses of the incorporators.
(b) The certificate of incorporation of a proposed stock savings and loan association shall set forth:
(1) The name of the association, which must not so closely resemble the name of an existing association doing business under the laws of this State as to be likely to mislead the public;
(2) The county and city or town where its principal office is to be located in this State; and the name of its registered agent and the address of its registered office, including county and city or town, and street and number;
(3) The period of duration, which may be perpetual. When the certificate of incorporation fails to state the period of duration, it shall be considered perpetual;
(4) The purposes for which the association is organized, which shall be limited to purposes permitted under the laws of this State for savings and loan associations;
(5) With respect to the shares of stock which the association shall have authority to issue:
a. If the stock is to have a par value, the number of such shares of stock and the par value of each;
b. If the stock is to be without par value, the number of such shares of stock;
c. If the stock is to be of both kinds mentioned in paragraphs a and b of subdivision (5) of this subsection, particulars in accordance with those paragraphs;
d. If the stock is to be divided into classes, or into series within a class of preferred or special shares of stock, the certificate of incorporation shall also set forth a designation of each class, with a designation of each series within a class, and a statement of the preferences, limitations, and relative rights of the stock of each class or series;
(6) The minimum amount of consideration to be received for its shares of stock before it shall commence business;
(7) A statement as to whether stockholders have preemptive rights to acquire additional or treasury shares of the association and any provision limiting or denying said rights;
(8) Any provision not inconsistent with this Chapter or the proper operation of a savings and loan association, which the incorporators shall set forth in the certificate of incorporation for the regulation of the internal affairs of the association;
(9) The number of directors, which shall not be less than seven, constituting the initial board of directors (which may be classified in the certificate of incorporation) and the name and address of each person who is to serve as a director until the first meeting of the stockholders, or until his successor be elected and qualified;
(10) The names and addresses of the incorporators.
(c) The certificate of incorporation, whether for a mutual association or stock association, shall be signed by the original incorporators, or a majority of them, but not less than 10, and shall be acknowledged before an officer duly authorized under the law of this State to take proof or acknowledgement of deeds, and shall be filed along with two conformed copies in the office of the Commissioner of Banks as provided in N.C. Gen. Stat. § 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.)