Chapter 02 - Eleemosynary Corporations

Chapter 02 - Eleemosynary Corporations

30.0201 Formation.

Any 3 or more persons of full age, a majority of whom shall be nationals of the United States, may incorporate themselves for the establishment of churches, colleges, seminaries, lyceums, libraries, fraternal lodges or societies, temperance societies, trade unions or other labor organizations, commercial clubs, associations of businessmen, agricultural societies, farmer’s granges, or organizations of a benevolent, charitable, scientific, political, athletic, military, or religious character.

30.0202 Articles of incorporation-Contents-Filing.

(a) The incorporators shall adopt, sign, and acknowledge articles of incorporation stating the name by which the corporation shall be known, the location of its principal office or place of business, its business or objects, the number of trustees, directors, managers or other officers to conduct the same, the name thereof for the first year, the time of its annual meeting and annual meetings of its trustees or directors, and the manner in which the articles may be amended.

(b) The articles of incorporation must be filed with the Treasurer, who shall, if he approves the same, endorse his approval thereon and thereafter forward the same to the Territorial Registrar, who shall record them: and upon such recording, they must be returned to the corporation.

(c) The articles may not be filed by the Treasurer until a filing fee of $5 is paid, and upon the payment of the fee and the approval of the articles by the Treasurer, he shall issue to the corporation a certificate of incorporation as a corporation not for pecuniary profit.

30.0203 Articles of incorporation-Amendment.

Amendments to articles of incorporation may be filed and receive approval as provided in 30.0202 for articles, and the fee therefore shall be $5 in each instance, and no amendment may be effective until the same is approved and the fee therefor is paid.

30.0204 Corporate existence and powers.

(a) Upon filing of the articles, the persons signing and acknowledging the same, and their associates and successors, shall become a body corporate, with the name stated in the articles, and may sue and be sued.

(b) The corporation may have a corporate seal, alterable at its pleasure, may take by gift, purchase, devise or bequest, real and personal property for purposes appropriate to its creation, and may make bylaws. Notwithstanding the foregoing, any acquisitions of land or any interest therein subject to the restrictions and limitations prescribed by the provisions of 27.1510, 27.1411, and Title 37, and other applicable laws respecting land or interests therein.

(c) Corporations so organized shall exist perpetually unless a shorter period is fixed in the articles, by vote of all the members thereof, or by operation of law.

30.0205 Liquidation.

Upon the dissolution or winding up of an eleemosynary corporation, after paying or adequately providing for the debts and obligations of the corporation, the officers or persons in charge of the liquidation shall divide the remaining assets among the members in accordance with their respective rights therein. If the corporation holds its assets on any trust, such assets shall be disposed of in such manner as may be directed by the decree of the High Court of American Samoa upon petition filed for that purpose by the Attorney General or any party concerned in the liquidation.