meeting – Filing of verified application for certificate - Contents. Within ninety (90) days after approval by the Board of an application for authority to organize or any additional period allowed by the Commissioner: 1. The proposed certificate of incorporation submitted to the Commissioner with the application for authority to organize shall be signed under oath by each of the organizers and submitted in duplicate to the Commissioner. A copy thereof, duly approved by the Commissioner, shall be filed with the Secretary of State by the applicant. The Secretary of State shall issue a certificate in the form provided by law for other corporations and the existence of such bank or trust company shall date from the issuance of the certificate of the Secretary of State; provided, it shall be a criminal offense against this Code for a state bank or trust company to perform any act other than to perfect its organization, obtain and equip a place of business and otherwise prepare to do business before receiving a certificate of authority to operate issued to it by the Commissioner; 2. After the certificate of incorporation is received from the Secretary of State, a meeting of the shareholders shall be held to elect directors and adopt the bylaws. The bylaws adopted may be amended by majority vote of the outstanding voting shares and the bylaws may provide for amendment by the board of directors of any provision other than those relating to the duties, term of office, remuneration, reimbursement or indemnification of a director, and no share shall be issued until the bank's capital has been paid in full; and 3. After the first meeting of the shareholders and the board of directors, the president, secretary or cashier shall file with the Commissioner a verified application for certificate of authority. The application shall contain: a. a statement as to the amount of capital which the bank has collected from subscribers to the bank's stock, b. the name, address and business and professional affiliations of each director and executive officer, c. evidence of the character, financial responsibility and ability of the managing officer, d. the name and address of each shareholder and the number of shares held by each, e. the address at which the bank or trust company will operate, f. a statement that all of the bylaws adopted were attached as an exhibit to the application for authority to organize, g. if a bank, a statement that an application for Federal Deposit Insurance or for membership in the Federal Reserve System has been approved, and h. such other information as the Commissioner may require to enable the Commissioner to determine whether a certificate of authority should be issued. Added by Laws 1982, c. 204, § 13. Amended by Laws 1983, c. 73, § 5, emerg. eff. April 29, 1983; Laws 1997, c. 111, § 32, eff. July 1, 1997; Laws 2002, c. 67, § 12, eff. Nov. 1, 2002.
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