48-101-103 - Persons entitled to incorporate Certificate of incorporation. - Tennessee Statutes

48-101-103. Persons entitled to incorporate Certificate of incorporation.

Twenty-five (25) or more persons, a majority of whom shall be residents of this state, who may desire to form a development credit corporation under the provisions of this part, for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges hereinafter provided, may be incorporated by making, subscribing, acknowledging, and filing, in the manner hereinafter provided, in the office of the secretary of state and of the register of the county in which the corporation elects to have its principal office, a certificate setting forth:

     (1)  The name of the corporation, which shall include the words “Development Credit Corporation of Tennessee”;

     (2)  The location of the principal office of the corporation;

     (3)  The purpose for which the corporation is founded, which shall include the following:

          (A)  To assist, promote, encourage, and, through the cooperative efforts of the institutions and corporations which shall, from time to time, become members thereof, develop and advance the business prosperity and economic welfare of the state;

          (B)  To encourage and assist in the location of new business and industry in the state and to rehabilitate existing business and industry; to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of the state, provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of the state;

          (C)  To cooperate and act in conjunction with other organizations, public or private, the objects of which are the promotion and advancement of industrial, commercial, agricultural, and recreational developments in the state; and

          (D)  To furnish money and credit to approved and deserving applicants for the promotion, development, and conduct of all kinds of business activity in the state, thereby establishing a source of credit not otherwise readily available therefor;

     (4)  (A)  The total amount of authorized capital stock and the number of shares in which it is divided;

          (B)  That all stock shall be common with a par value of ten dollars ($10.00) per share;

          (C)  That shares shall be issued only upon receipt by the corporation of cash in amount of no less than the par value;

          (D)  That the minimum capital stock shall be one hundred thousand (100,000) shares; and

          (E)  That at least twenty percent (20%) of the capital stock shall be paid into the treasury of the corporation before it shall be authorized to transact any business other than such as relates to its organization;

     (5)  (A)  Whether or not the corporation is to have perpetual existence, and if not, the time its existence is to cease;

          (B)  That if such corporation fails to subscribe the minimum stock within two (2) years from the filing of the certificate, its existence shall terminate; and

     (6)  Any other provision or provisions, not contrary to law, which the incorporators may choose to insert for further regulation of the conduct of the corporation, or any provision or provisions creating, dividing, limiting, and regulating the powers of the directors, officers, and stockholders.

[Acts 1959, ch. 170, § 3: T.C.A. §§ 48-1703, 48-3-103.]