N.J.S.A. 17:9A-117 — Procedure for amending certificate of incorporation

17:9A-117. Procedure for amending certificate of incorporation 117. Whenever the board of directors shall deem it advisable to amend the certificate of incorporation, it shall adopt a resolution setting forth the proposed amendment and fixing a date for a meeting of stockholders to take action thereon, upon notice given pursuant to section 81. If, at such meeting or at any adjournment thereof, the holders of at least two-thirds of the capital stock entitled to vote shall vote in favor of the proposed amendment or any modification thereof, a certificate thereof, setting forth the amendment in full and certifying that the amendment was made for a purpose authorized by law in the manner required by this article, shall be made and acknowledged by two officers of the bank, one of whom shall be the president or vice-president, and shall be submitted to the commissioner for approval. A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or denied earlier by the commissioner in writing. Upon approval pursuant to this section, the certificate of incorporation shall thereupon be amended as set forth in the certificate of amendment. L.1948,c.67,s.117; amended 1949, c.229, s.5; 1953, c.141, s.4; 2000, c.69, s.6. 17:9A-117.1. Restated certificates a. A bank may restate and integrate in a single certificate the provisions of its certificate of incorporation, as defined in section 1 of P.L. 1948, c. 67 (C. 17:9A-1), including any provision effected by a merger or consolidation and any further amendments as may be adopted concurrently with the restated certificate. b. The restated certificate shall recite that it is a restated certificate and shall contain all provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed, except that: (1) It shall state the address of the bank's then current principal office and it shall also state the number, names and addresses of the directors constituting its then current board; (2) It need not include statements as to the incorporator or incorporators or as to the first directors or the first principal office; and (3) It need not include provisions relating to securities previously issued by the bank if none of the securities remain outstanding. c. If the proposed restated certificate merely restates and integrates, but does not amend the certificate of incorporation other than as permitted by subsection b. of this section, it may be adopted by the board of directors. d. If the proposed restated certificate restates and integrates and also amends the certificate of incorporation, other than as permitted by subsection b. of this section, the restated certificate shall be adopted in the manner provided in section 117of P.L. 1948, c. 67 (C. 17:9A-117), and all of the provisions of Article 19 of the Banking Act of 1948 applicable to amendments effected pursuant to section 117 of P.L. 1948, c. 67 (C. 17:9A-117) shall be applicable to the restated certificate of incorporation. e. A restated certificate adopted in the manner prescribed in this section shall supersede for all purposes the original certificate of incorporation and any amendments made prior to the adoption of the restated certificate, and the restated certificate may be separately certified as the certificate of incorporation. L. 1988, c. 122, s. 1.

This is the verbatim text of N.J.S.A. 17:9A-117, retrieved from the New Jersey Legislature's public statute corpus. Statutes are amended periodically — for the most current version, check the external source link above. Kyzer is not a law firm and this page is not legal advice.