Chapter 167J

Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:— ''Bank'', an association or corporation chartered by the commonwealth under chapter 167H, 168, 170 or 172. ''Board'', the board of trustees …

Section 10. An officer, director or trustee of a bank, except as provided in this section, shall not borrow from or otherwise become indebted to the bank of which the individual is an officer, director or trustee and a bank, except as provided in this section, shall not make a lo…

Section 11. Not less frequently than quarterly, the treasurer or other officer or committee designated by the board shall submit to a meeting of the board, or to a meeting of a committee, if the receipt of the reports has been delegated by the board to that committee, a written r…

Section 12. At least once during each 12 months following their elections and more often if required by the commissioner, the auditing committee of a mutual bank shall have an audit made of the balance sheet of the bank and such other financial statements as it may prescribe. The…

Section 13. A bank shall maintain capital and surplus if a stock corporation or a surplus account if a mutual institution necessary to be deemed, at a minimum, adequately capitalized as determined by the federal deposit insurance agency which insures the deposits of the bank or, …

Section 14. The capital stock of a stock corporation shall be subject to the following provisions: (A) Classes.—The capital stock of such corporation may consist of common stock and 1 or more classes of preferred stock. The issuance of any such capital stock shall require the pri…

Section 15. The registrar, transfer agent or other officer or agent of any such stock corporation having charge of its stockholders' records or ledger shall, within 10 days after recording thereon any transfer of stock of the corporation which makes the transferee the owner of re…

Section 16. The directors may fix in advance a time, which, unless a shorter period is provided in the by-laws, shall be not more than 60 days before the date of any meeting of the stockholders or the date for the payment of any dividend or the making of any distribution to stock…

Section 17. The board of directors may declare from net profits cash dividends annually, semi-annually or quarterly, but not more frequently, and noncash dividends at any time. No dividends shall be declared, credited or paid so long as there is any impairment of capital stock. N…

Section 18. Such stock corporation may grant options to purchase, issue and sell shares of its capital stock to its directors, officers and employees, or to a trustee on their behalf, without first offering the same to its shareholders, for such consideration, not less than par v…

Section 19. Such corporation may establish stock purchase plans, restricted stock purchase plans and stock grant plans for employees, officers and directors thereof, whether such director is an employee or non-employee of the corporation. Any such plan shall be subject to such te…

Section 2. Officers and employees of a bank shall be bonded to the extent and in the form determined by the board.

Section 20. (a) A stock company may, subject to the approval of the commissioner and upon vote of the holders of at least 2/3 of each class of its capital stock at an annual meeting or a special meeting duly called for the purpose, preceded in either case by a notice in writing s…

Section 21. A bank's corporate governance procedures shall comply with banking laws and regulations and safe and sound banking practices. To the extent not inconsistent with the above, a bank may elect to follow the corporate governance procedures of chapter 156D or the law of th…

Section 3. In addition to the duties imposed by law upon the treasurer of a bank, or the officer or employee thereof charged with the duties and functions usually performed by the treasurer, such officer shall also be responsible for the performance of all acts and duties require…

Section 4. Any officer, trustee, director, agent or employee of any bank, who knowingly and willfully does any act forbidden to the individual or to such bank by chapters 167, 167A to 167J, inclusive, 168, 170, 172, and other laws as such provisions are applicable to such officer…

Section 5. No officer, director, trustee, employee or attorney of such corporation shall be a beneficiary of or receive, directly or indirectly, any fee, commission, gift or other consideration for or in connection with any business of such corporation. This section shall not pro…

Section 6. Whoever violates section 5 or section 10 shall be punished by a fine of not more than $5,000 or by imprisonment for not more than 1 year, or both such fine and imprisonment.

Section 7. A bank may pay interest on deposit accounts in accordance with applicable law. Rates of interest may vary based on the type of account or on the terms and conditions applicable to the account. Such corporation by its by-laws, may provide that fractional parts of a doll…

Section 8. A trustee, a director or other officer of bank may at the same time be a director, trustee or other officer of a savings bank, co-operative bank or credit union, state or federally chartered savings and loan association, trust company or national banking association if…

Section 9. Each bank shall, annually, within 30 days after the last business day of December, make a report to the commissioner in such form as the commissioner may prescribe showing accurately its condition at the close of business on that day and containing such other informati…