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  • PART I ADMINISTRATION OF THE GOVERNMENT
  • TITLE XXII CORPORATIONS
  • CHAPTER 176P LIMITED SOCIETIES
  • Section 7 First meeting; notice; adoption of by-laws; filing of certificate

Section 7. (a) The first meeting of the associates shall be called by a notice, signed by one or more of the subscribers to the agreement, stating the time, place and purpose of the meeting. At least seven days before the day appointed for the meeting, a copy of the notice shall be given to each subscriber, or left at his usual place of business or place of residence, or deposited in the post office, postage prepaid, and addressed to the subscriber at the person’s usual place of business or residence. Whoever gives such notice shall make an affidavit of his doings, which shall be recorded in the records of the corporation.

(b) At such first meeting, including any reasonable adjournment thereof, an organization shall be effected by the choice, by ballot, of a temporary clerk, who shall be sworn, and by the adoption of by-laws, and the election by ballot of directors, a president, a secretary and a treasurer, or other such officers, corresponding thereto, with powers and duties similar to those of such officers, and such other officers as the by-laws may provide. At such election no person shall be eligible as a director or other officer who has not subscribed to the agreement of association. The temporary clerk shall make and attest a record of the proceedings until the secretary has been chosen and sworn, including a record of such choice and qualification. The president, secretary and a majority of the directors, or other officers corresponding thereto, shall forthwith make, sign, and swear to a certificate of organization in duplicate, setting forth a true copy of the agreement with the names of the subscribers thereto, the date of the first meeting and of the successive adjournments thereof, if any.

(c) The certificate of organization and duly certified copy of the by-laws, and copies of all proposed forms of benefit certificates, applications therefore and literature to be issued by the corporation shall be filed with the commissioner, who may require such further information as he deems necessary. If the purposes and by-laws of the corporation conform to the requirements of this chapter and all its provisions have been complied with, the commissioner shall so certify, and place on file the agreement of association, one of the duplicate certificates of organization, and a copy of the by-laws approved by the commissioner.