Guam § 12102 - Articles of Incorporation.

§ 12102. Articles of Incorporation.

Ten or more persons, a majority of whom shall be residents of this

territory, who may desire to create an industrial development corporation

under the provisions of this Chapter, for the purpose of promoting,

developing, and advancing the prosperity and economic welfare of the

territory and, to that end, to exercise the powers and privileges hereinafter

provided, may be incorporated by filing with the Director of Revenue &

Taxation, as hereinafter provided, articles of incorporation. The articles of

incorporation shall contain:

(a) The name of the corporation, which shall include the words

Industrial Development Corporation of Guam.

(b) The location of the principal office of the corporation.

(c) The purpose for which the corporation is founded, which shall

be to promote, stimulate, develop and advance the business prosperity

and economic welfare of Guam and its citizens; to encourage and

assist through loans, investments or other business transactions in the

location of new business and industry in this territory and to

rehabilitate and assist 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 this territory, provide maximum opportunities for employ-

ment, encourage thrift and improve the standard of living of the

citizens of this territory; similarly to cooperate and act in conjunction

with other organizations, public or private, in the promotion and ad-

vancement of industrial, commercial, agricultural and recreational

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developments in this territory; and to provide financing for the

promotion, development and conduct of all kinds of business activity

in this territory.

(d) The names and post office addresses of the members of the

first board of directors, who, unless otherwise provided by the articles

of incorporation or the bylaws, shall hold office for the first year of

existence of the corporation or until their successors are elected and

have qualified.

(e) Any provision which the incorporators may choose to insert

for the regulation of the business and for the conduct of the affairs of

the corporation and any provision creating, dividing, limiting and regu-

lating the powers of the corporation, the directors, stockholders or any

class of the stockholders, including, but not limited to, a list of the

officers and provisions governing the issuance of stock certificates to

replace lost or destroyed certificates, provided that no provision shall

be contained for cumulative voting for directors.

(f) The amount of authorized capital stock and the number of

shares into which it is divided, the par value of each share and the

amount of capital with which it will commence business and, if there is

more than one class of stock, a description of the different classes, the

names and post office addresses of the subscribers of stock and the

number of shares subscribed by each. The aggregate of the

subscription shall be the minimum amount of capital with which the

corporation shall commence business which shall not be less than three

hundred thousand dollars ($300,000.00). The articles of incorporation

may also contain any provision consistent with the laws of this

territory for the regulation of the affairs of the corporation.

(g) The articles of incorporation shall be in writing, subscribed by

not less than three (3) natural persons competent to contract and

acknowledged by each of the subscribers before an officer authorized

to take acknowledgments and filed in the office of the Director of

Revenue and Taxation. A duplicate so subscribed and acknowledged

may also be filed.

(h) The articles of incorporation shall recite that the corporation is

organized under the provisions of this Chapter.

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The Director of Revenue and Taxation shall not approve the articles of

incorporation for a corporation organized under this Chapter until a total of

at least three (3) national banks, state banks, savings banks, industrial

savings banks, federal savings and loan associations, public corporations

created for the purpose of implementing economic development and which

are recognized by the Small Business Administration as approved lending

institutions, domestic building and loan associations, or insurance

companies authorized to do business within this territory, or any

combination thereof, have agreed in writing to become members of said

corporation; and said written agreement shall be filed with the Director of

Revenue and Taxation with the articles of incorporation, and the filing of

same shall be a condition precedent to the approval of the articles of

incorporation by the Director of Revenue and Taxation. Whenever the

articles of incorporation shall have been filed in the office of the Director of

Revenue and Taxation and approved by him, and all filing fees prescribed

by statute have been paid, the subscribers, their successors and assigns shall

constitute a corporation, and said corporation shall then be authorized to

commence business, and stock thereof to the extent herein or hereafter duly

authorized may from time to time be issued.