17:12B-299. Contents of certificate of incorporation a. The board of directors of the organizing mutual state association shall execute a certificate of incorporation for the mutual state association holding company stating: (1) The name by which the mutual state association holding company shall be known; (2) The street, street number, and municipality where the principal office of the mutual state association holding company is to be located; (3) The names and addresses of the directors of the organizing mutual state association; (4) The number of directors of the mutual state association holding company; (5) The names of persons who are to act as directors of the mutual state association holding company, until their successors are elected and qualified; (6) The amount of capital deposits and surplus which are to be transferred from the organizing mutual state association to the mutual state association holding company; and (7) Any other provisions as the incorporators of the mutual state association holding company deem necessary, or as are required by the commissioner by regulation. b. The certificate of incorporation of a mutual state association holding company shall provide for the retention of any interests of the respective members of the organizing mutual state association in the assets of the organizing mutual state association, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual state association to the mutual state association holding company. c. The certificate of incorporation of the mutual state association holding company shall also provide that a liquidation account shall be established, on terms established or approved by the commissioner. L.1989,c.165,s.8.
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