Section 17:12B-318 - Contents of amended certificate of incorporationIn the event that the board of directors elects to follow the procedures provided in paragraph (2) of subsection c. of section 7 of this act, the directors shall, with the approval of the commissioner:
a. Adopt an amended certificate of incorporation which changes the name of the organizing mutual state association and conforms its organization, governance and powers to those prescribed for a mutual state association holding company by section 8 and sections 10 through 15 of this act.b. The amended certificate of incorporation adopted pursuant to subsection a. of this section shall state:(1) The amount of capital deposits and surplus which are to be retained by the organizing mutual state association holding company;(2) The amount of assets and liabilities of the organizing mutual state association that are to be transferred to the subsidiary capital stock state association; and(3) A means of retaining any interests of the respective members of the organizing mutual state association in the assets of the organizing mutual state association, according to a fair valuation, including assets which are proposed to be retained by the organizing mutual state association holding company.