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.
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Last modified: October 11, 2016