17:9A-8.5. Provision for authorized but unissued stock

5. a. A capital stock savings bank may, in its original or amended certificate of incorporation, make provision for authorized but unissued stock. This stock may, with the approval of the commissioner, be issued for those purposes, in addition to the purposes expressly authorized by law, and for any consideration which the board of directors may determine. So long as this stock remains unissued, it shall not constitute capital stock for the purposes of the act to which this act is a supplement.

b. Prior to the time when authorized but unissued shares are issued by a capital stock savings bank, a certificate of amendment made by two officers of the savings bank, one of whom shall be the president or a vice-president, shall be filed with the department. The certificate of amendment shall state: (1) the amount of the authorized but unissued stock which will be issued; (2) the consideration which will be received by the capital stock savings bank on the issuance of the stock; (3) the date the stock will be issued; (4) the amount of the capital stock which will be outstanding; and (5) the amount of surplus after giving effect to the issue. A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or disapproved 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. The commissioner may disapprove a filing if the commissioner finds that the issuance of the stock will be in violation of law or contrary to the public interest or that the capital stock savings bank's original or amended certificate of incorporation does not provide for authorized but unissued stock. A certificate filed with the department pursuant to this section shall be deemed for all purposes to be an amendment of the certificate of incorporation.

c. A capital stock savings bank may issue preferred stock in accordance with the provisions of Article 20 of P.L.1948, c. 67 (C. 17:9A-124 to 17:9A-130).

L.1982,c.9,s.5; amended 2000, c.69, s.12.