New Jersey § 17:9a-8

§ 17:9a-8.

Nine or more persons, over the age of 18 years, may incorporate a capital stock savings

bank in this State on the terms and provisions prescribed by this act. They shall execute and acknowledge a certificate of incorporation stating: a. The name by which the capital stock savings bank shall be known; b. The street, street number, if any, and municipality in which the principal office

of the capital stock savings bank is to be located; c. The amount of the capital stock, the number of shares into which it is divided,

and the par value of each share; d. The amount of surplus with which the capital stock savings bank will commence business; e. The names and addresses of the incorporators; f. The number of directors, or that the number of directors shall not be less than

a stated minimum or more than a stated maximum; g. The names of the persons who will serve as directors until their successors are

elected and qualify; h. Any fiduciary powers that the capital stock savings bank shall be authorized to

exercise; and i. Any other provisions, not inconsistent with this act, which the incorporators choose

to insert for the regulation of the business and affairs of the capital stock savings

bank. The certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided,

to the capital stock savings bank or its stockholders for damages for breach of any

duty owed to the capital stock savings bank or its stockholders, except that such

provision shall not relieve a director or officer from liability for an act or omission (a) in breach of such person's duty of loyalty

to the capital stock savings bank or its stockholders, (b) not in good faith or involving

a knowing violation of law or (c) resulting in receipt by such person of an improper

personal benefit. If such a provision is not included in the original certificate of incorporation,

it may be added by an amendment effected, in accordance with section 117 of P.L.1948,

c. 67 ( C.17:9A-117 ). As used in this section, an act or omission in breach of a person's duty of loyalty

means an act or omission which that person knows or believes to be contrary to the

best interests of the capital stock savings bank or its stockholders in connection

with a matter in which he has a material conflict of interest.