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General Laws

Section 7. The president and a majority of the trustees who are elected at the first meeting shall make, sign and make oath to articles in duplicate, setting forth:—

(a) A true copy of the agreement of association, the names of the subscribers thereto, and the name, residence and post office address of each of the officers of the corporation.

(b) The date of the first meeting and the successive adjournments thereof, if any.

One duplicate original of the articles so signed and sworn to shall be submitted to the board of bank incorporation, and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same and may require such amendment thereof or such additional information as he considers necessary. If he finds that the articles conform to sections four, five and six, and that section five has been complied with, he shall so certify and endorse his approval and file the articles in his office and upon receipt of a fee, the amount of which shall be determined annually by the commissioner of administration under the provisions of section three B of chapter seven the state secretary shall issue a certificate of incorporation in the following form:—

COMMONWEALTH OF MASSACHUSETTS

Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association) and have complied with the provisions of the statutes of this commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in his office: Now, therefore, I (name of secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation) with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by law appertain thereto.

Witness my official signature hereunto subscribed, and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization).

The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be affixed thereto, and such certificate shall have the force and effect of a special charter. The existence of every such corporation which is not created by special law shall begin upon the filing of the articles of organization in the office of the state secretary, who shall also cause a record of the certificate of incorporation to be made, and such certificate or such record, or a certified copy thereof, shall be conclusive evidence of the existence of the corporation.

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