Chapter 170

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 use…

Section 10. A mutual bank shall be subject to sections 11 to 15, inclusive, and a stock bank shall be subject to sections 16 to 20, inclusive. Section 20 shall apply to both a mutual and a stock bank.

Section 11. The shareholders of a mutual bank shall make and adopt the necessary by-laws consistent with law for the government of its affairs. The by-laws may provide for matters relative to the business and affairs of the corporation as appropriate to exercise all powers necess…

Section 12. Each person who is recorded on the books of the corporation as the holder of 1 or more shares or accounts referred to in chapter 167D shall be deemed a member and shareholder of and depositor in the corporation. Each member shall be entitled to 1 vote at all sharehold…

Section 13. The business and affairs of every such corporation shall be managed by a board of not less than 5 and, except as otherwise provided by law, not more than 15 directors. The shareholders shall elect the directors, each of whom shall be a citizen of the United States and…

Section 14. At the first meeting of the board of directors, after the annual meeting of shareholders, the board shall elect from its own members a security committee of not less than 3 members, not less than 2 of whom shall report upon all real estate offered as security for loan…

Section 15. The treasurer shall keep the financial accounts and have charge of all books and papers necessary therefor, and dispose of and secure the safekeeping of all money, securities and property of the corporation, in the manner and subject to the limitations from time to ti…

Section 16. Such corporation 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. The corporation may establish regulations controlling the as…

Section 17. 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 t…

Section 18. The business of such corporation 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…

Section 19. 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 of the board unless the board designates a …

Section 2. A co-operative 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 ac…

Section 20. Subsection (a) to (d), inclusive, shall apply to meetings of the board and its committees for both a co-operative bank in mutual form or in stock form. (a) Unless the articles of organization or bylaws provide that action, required or permitted by this chapter or anot…

Section 21. Fifteen or more cooperative banks may form the Cooperative Banks Employees Retirement Association, in this section and in sections 22 and 23 hereinafter referred to as the retirement association, for the purpose of providing retirement benefits services through retire…

Section 22. The by-laws of the retirement association, and any amendments thereto, shall be submitted to the commissioner and shall prescribe the manner in which, and the officers and agents by whom, the retirement association may be conducted and the manner in which its funds ma…

Section 23. The property of the retirement association, the portion of the wages or salary of any employee deducted or to be deducted under sections 21 and 22, the right of an employee to an annuity or pension, and all of the employee's rights in the funds of the retirement assoc…

Section 24. The participating members of the Co-operative Banks Employees Retirement Association, established by section 21, shall constitute as the Co-operative Banks Employees Benefit Association, in this section and in sections 25 and 26 hereinafter referred to as the benefit …

Section 25. The trustees of the Co-operative 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 ass…

Section 26. 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 3. A corporation formed pursuant to section 2 may authorize, at a meeting duly called for the purpose, by vote of 2/3 of the shareholders present and voting a change of its corporate name. Within 60 days after any meeting at which such change has been authorized, articles…

Section 4. A co-operative 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 to form a co-operative 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, restrictions and liabil…

Section 6. A notice of the intention of the subscribers to form such a co-operative bank shall be given 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 the 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 copy…

Section 8. The president, clerk or secretary and a majority of the 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 association, the nam…

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…