35-17-202. Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence.
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35-17-202 . Articles of incorporation -- contents -- filing -- articles or copies as prima facie evidence.
(1)Each association formed under this chapter shall prepare and file articles of incorporation setting forth:
(a)the name of the association;
(b)the purposes for which it is formed;
(c)the place where its principal business will be transacted;
(d)if an out-of-state entity, the out-of-state entity's jurisdiction of formation;
(e)the term for which it is to exist, which may be perpetual;
(f)the number of its directors or trustees and the names and residences of those who are appointed for the first 3 months and until their successors are elected and qualified;
(g)if organized without capital stock, whether the property rights and interest of each member are equal or unequal, and if unequal, the articles must set forth the general rule or rules applicable to all members by which the property rights and interests, respectively, of each member must be determined and fixed. The association has the power to admit new members who must be entitled to share in the property of the association with the old members, in accordance with the general rules;
(h)the designation of classes of members, if more than one;
(i)the number and par value of shares of each authorized class of stock and, if more than one class is authorized:
(i)the designation, preferences, limitations, and relative rights of each class;
(ii)which classes of stock are membership stock;
(iii)as to each class of stock, the rate of dividend, if any, or a statement that the rate of dividend may be fixed by the board; and
(iv)any reservation of a right to acquire or recall any stock.
(2)In addition to provisions required in subsection (1), the articles of incorporation may also contain provisions not inconsistent with law regarding liability as set forth in 35-14-202 .
(3)The articles must be subscribed by the incorporators and must be filed in accordance with the provisions of the general corporation law of this state, and when so filed, the articles of incorporation or certified copies must be accepted as prima facie evidence of the facts contained in the articles and of the due incorporation of the association.