17:9A-3. Incorporation; certificate of incorporation; officers, directors and employees as incorporators

Incorporation; certificate of incorporation; officers, directors and employees as incorporators.

A. Seven or more persons, of full age, may incorporate a bank on the terms and conditions prescribed by this act. Such persons shall execute and acknowledge a certificate of incorporation stating:

(1) The name by which the bank shall be known;

(2) The street, street number, if any, and municipality in which the principal office of the bank is to be located;

(3) The powers authorized by this act which the bank will have power to exercise;

(4) The amount of the capital stock, the number of shares into which it is divided, and the par value of each share;

(5) The amount of surplus with which the bank will commence business;

(6) The amount of the fund reserved for organization expense pursuant to section 5;

(7) The names and residences of the incorporators, and the number of shares subscribed for by each;

(8) The number of directors, or that the number of directors shall be not less than a stated minimum, or more than a stated maximum;

(9) The names of the persons who will serve as directors until the first annual meeting of stockholders; and

(10) Such other provisions, not inconsistent with this act, as the incorporators may choose to insert for the regulation of the business and affairs of the bank.

The certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the bank or its stockholders for damages for breach of any duty owed to the bank or its stockholders, except that such provision shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the bank or its stockholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. If such a provision is not included in the original certificate of incorporation, it may be added by an amendment effected in accordance with section 117 of P.L. 1948, c. 67 (C. 17:9A-117). As used in this section, an act or omission in breach of a person's duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the bank or its stockholders in connection with a matter in which he has a material conflict of interest.

B. An officer, director or employee of any bank may be an incorporator of another bank when not inconsistent with such person's fiduciary duty or other applicable law.

L. 1948, c. 67, s. 3; amended 1969,c.244,s.1; 1979,c.300; 1987,c.35,s.6; 1989,c.17,s.5.