§ 9-204. Articles of incorporation; proposed bylaws

   (a) Articles of incorporation. -- The articles of incorporation of a savings and loan association shall set forth:

   (1) The name of the association;

   (2) The county in which the association's first principal place of business is to be located;

   (3) A precise and accurate statement of the purpose or purposes for which the association is organized, as well as a statement that it is organized in compliance with State law;

   (4) The term for which the association is to exist, which may be perpetual;

   (5) The name, occupation, citizenship, place of residence, and post office address of each incorporator;

   (6) The name, occupation, citizenship, place of residence, and post office address of each of the first directors; and

   (7) If the association is a capital stock association, provisions for the issuance of capital stock.

(b) Proposed bylaws. -- The proposed bylaws of the association shall provide for:

   (1) (i) The dates of regular meetings of shareholders, if any;

      (ii) The notice of the regular meetings to be given;

      (iii) The qualification of voters and the manner of voting;

      (iv) The manner of calling special meetings;

      (v) The number of members that constitute a quorum; and

      (vi) The date of the annual meeting;

   (2) (i) The number of directors and their qualifications, other than those specified in this title;

      (ii) The terms of office of the directors which may not be less than 1 year or more than 3 years;

      (iii) If the terms of office are more than 1 year, the method of division into classes for the purpose of electing, as nearly as may be, an equal number of directors each year; and

      (iv) The removal or suspension of directors;

   (3) (i) The meetings of the board of directors; and

      (ii) The powers and duties of the board of directors;

   (4) (i) The officers;

      (ii) The manner of election of the officers;

      (iii) The terms of office, duties, and compensation of the officers; and

      (iv) The bonds required of officers;

   (5) (i) The classes of shares that may be issued;

      (ii) The issuance of shares, whether issued in series or otherwise;

      (iii) The times when shares may be issued; and

      (iv) The matured value of shares;

   (6) The manner in which evidence of share ownership shall be issued to members;

   (7) The time and manner of apportioning, crediting, and paying dividends;

   (8) The conditions upon which shares may be transferred, matured, withdrawn, retired, or suspended and forfeited; and

   (9) The manner and conditions under which the bylaws may be altered or amended.

(c) Model articles of incorporation. --

   (1) By January 1, 1987, the Division Director shall adopt model articles of incorporation and bylaws of savings and loan associations that are not inconsistent with the provisions of subsections (a) and (b) of this section.

   (2) An association may modify or alter its articles of incorporation or bylaws to be consistent with the model.

HISTORY: 1986, ch. 282.