Chapter 168

Section 1. (a) As used in sections 1 to 9, inclusive, the words ''board'' or ''board of bank incorporation'' shall, unless the context clearly requires otherwise, mean, a board consisting of the commissioner of banks, the commissioner of revenue and the state treasurer. (b) As us…

Section 10. A mutual bank shall be subject to sections 11 to 21A, inclusive, and a stock bank shall be subject to sections 21A to 26, inclusive.

Section 11. Meetings of the corporators, board of trustees and board of investment of a mutual bank shall be held in the town where the main office of the corporation is located or at any other place within the counties in which the bank has a branch office.

Section 12. A mutual bank shall have at least 25 corporators and may, at a legal meeting of the corporators, elect by ballot to be a corporator any person who is a resident of the commonwealth, or any person who resides in another state; provided, however, that not less than a ma…

Section 13. The annual meeting of the corporators of a mutual bank shall be held at a time as the by-laws direct. Special meetings may be held by order of the trustees or upon written request of at least 10 corporators addressed to the clerk who shall give notice of special meeti…

Section 14. A mutual bank shall have a board of trustees, subject to paragraphs (1) to (4), inclusive. (1) Number. The board shall consist of not less than 11 trustees and such additional number, if any, as may be provided in the by-laws. (2) Qualifications. The business of the c…

Section 15. A regular meeting of the board of trustees of a mutual bank shall be held at least once every 3 months, for the purposes set forth in this section and for the transaction of other business. Special meetings may be called by the president or shall be called by the cler…

Section 16. (a) A mutual bank shall have a board of investment consisting of not less than 5 members, who shall be trustees of the corporation. Only 1 of the persons holding the office or performing the duties of president, executive vice president, senior vice president or treas…

Section 17. In addition to the trustees and members of the board of investment, the officers of a mutual bank shall be a president, 1 or more vice presidents, a treasurer, a clerk and, subject to applicable provisions of the by-laws, such other officers as from time to time may b…

Section 18. The clerk of a mutual bank and such members of the board of trustees as may be required to be elected under section 14 shall be elected at the annual meeting or at a special meeting of the corporators between meetings of the corporation. The president shall be elected…

Section 19. Each person elected to office at the annual meeting or at any other meeting of the corporators or trustees, who is not present at the meeting at which such person was elected shall be notified, in writing, of the election by the clerk of the corporation. The notice sh…

Section 2. A savings bank shall have all the powers expressly granted by law and whatever further incidental powers may fairly be implied from those expressly conferred and such as are reasonably necessary to enable it to exercise fully those powers according to common or accepte…

Section 20. At least once during each 12 month period, the trustees shall elect an auditing committee of not less than 3 trustees who shall not be operating officers or members of the board of investment. The members of such committee shall take an oath of office in the manner an…

Section 21. The by-laws of the corporation may provide for any and all matters relative to the business and affairs of the corporation as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed.

Section 21A. Subsection (a) to (d), inclusive, shall apply to meetings of the board and its committees for both a savings bank in mutual form or in stock form. (a) Unless the articles of organization or by-laws provide that action, required or permitted by this chapter or another…

Section 22. A stock bank may adopt by-laws for the proper management of its affairs and as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed. It may also establish regulations controlling the assignment and…

Section 23. Stockholders entitled to vote may vote in person or by proxy. No proxy dated more than 6 months before the date of the meeting named therein shall be valid, and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in …

Section 24. The business of a stock bank shall be managed by a board of not less than 7 nor more than 25 directors. A majority of the directors shall be citizens of the commonwealth and residents therein. The directors shall be elected, in such manner as is provided in the by-law…

Section 25. The clerk or secretary shall be elected by the stockholders at their annual meeting or at a special meeting duly called for the purpose. The president shall be elected by and from the board of directors and shall be chairman thereof unless the board designates a direc…

Section 26. The board of directors shall meet at intervals, that shall not be less frequent than quarterly, but, upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of organization, the by-laws or a resolution…

Section 27. Fifteen or more savings banks may form the Savings Banks Employees Retirement Association, in this section and in sections 28 and 29 hereinafter referred to as the association, for the purpose of providing retirement benefits services through retirement plans that are…

Section 28. The by-laws of the association shall be submitted to the commissioner and shall prescribe the manner in which, and the officers and agents by whom, the association may be conducted and the manner in which its funds may be invested and paid out. Such association shall …

Section 29. The property of the association, the portion of the wages or salary of any employee deducted or to be deducted under sections 27 and 28, the right of an employee to an annuity or pension, and all of an employee's rights in the funds of the association, shall be exempt…

Section 3. A corporation organized pursuant to this chapter prior to January 1, 1955 shall be subject to this chapter and chapters 167C to 167G, inclusive, chapter 167I and chapter 167J so far as is consistent with its charter, and may, by vote of its corporators at its annual me…

Section 30. The participating members of the Savings Banks Employees Retirement Association, established by section 27, shall constitute the Savings Banks Employees Benefit Association, in this section and in sections 31 and 32 hereinafter referred to as the benefit association, …

Section 31. The trustees of the Savings Banks Employees Retirement Association shall prepare the by-laws of the benefit association and file the same with the commissioner. Said by-laws shall prescribe the manner in which, and the officers and agents by whom, the benefit associat…

Section 32. The property of the benefit association shall be exempt from taxation and from the operation of any law relating to insolvency, and shall not be attached or taken on execution or other process to satisfy any debt or liability of the benefit association, a participatin…

Section 4. A savings bank shall upon its incorporation have such capital structure as the board of bank incorporation shall deem adequate. Such capital structure may vary by the board based on the application and business plan submitted.

Section 5. Fifteen or more individuals who associate themselves by a written agreement for the purpose of forming a savings bank may, upon compliance with sections 4 to 9, inclusive, become a corporation, with all the powers and privileges and subject to all the duties, restricti…

Section 6. A notice of the intention of the incorporators to form such a savings bank shall be submitted to the board of bank incorporation. A notice in such form as said board shall approve, shall be published at least once a week, for 3 successive weeks, in 1 or more newspapers…

Section 7. The first meeting of the incorporators shall be called by a notice signed either by that incorporator who is designated in the agreement for the purpose, or by a majority of the incorporators, and such notice shall state the time, place and purposes of the meeting. A c…

Section 8. The president, clerk or secretary and a majority of the trustees or directors, as applicable, elected at such first meeting shall make and sign under penalties of perjury articles of organization in duplicate, setting forth: (1) a true copy of the agreement of associat…

Section 9. When all the capital stock has been issued for a stock bank, a list of the stockholders, with the name, residence and post office address of each, and the number of shares in each class held by each stockholder, shall be filed with the board of bank incorporation, whic…