Massachusetts Statutes

Section 15. Subject to the written approval of the commissioner, a bank may be dissolved and liquidate its affairs if authorized by a vote passed, at a meeting specially called to consider the subject, by at least 2/3 of the voting body of the bank. A committee of 3 members shall…

Section 16. (a) Upon a merger or a consolidation by a savings bank with and into a bank, a federally-chartered bank or an out-of-state bank, other than a savings bank, such savings bank, in this section referred to as a former member bank, shall cease to be a member bank in the D…

Section 17. (a) Upon a proposal to merge or consolidate a co-operative bank with and into a bank, other than a co-operative bank, a federally-chartered bank or an out-of-state bank or conversion to a federal charter, such co-operative bank shall send a notice in writing by regist…

Section 18. Notwithstanding any general or special law to the contrary, the commissioner may, subject to such terms and conditions as the commissioner may impose, grant a certificate to establish an interim bank, which may be a savings bank, co-operative bank or a trust company, …

Section 2. One or more mutual banks may merge or consolidate into a single mutual bank, and 1 or more mutual banks and 1 or more thrift institutions may merge or consolidate into a single mutual bank or thrift institution, upon such terms approved by a vote of at least 2/3 of the…

Section 3. One or more stock banks may merge or consolidate into a single stock bank, and 1 or more stock banks, federally-chartered banks, out-of-state banks and limited purpose trust companies may merge or consolidate into a single stock bank, federally-chartered bank or out-of…

Section 4. Any 1 or more mutual banks or subsidiary banking institutions and any 1 or more credit unions, or federally-chartered credit unions may merge or consolidate into a single mutual bank or subsidiary banking institution upon terms approved by a vote of at least 2/3 of the…

Section 5. If the commissioner has certified to the Depositors Insurance Fund that it is unsafe or inexpedient for a member bank to continue to transact business, as provided in section 4 of chapter 43 of the acts of 1934, the member bank may be consolidated with or sell its asse…

Section 6. The commissioner shall not approve an application for a merger or consolidation pursuant to this chapter if the bank sought to be acquired has been in existence for less than 3 years or if, as a result of any such merger, the applicant would control more than 30 per ce…

Section 7. For any consolidation or merger under the preceding sections, articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporation…

Section 8. With the approval of the commissioner, any bank may advance or loan upon or purchase the whole or any part of the assets or stock of any bank, out-of-state bank, federally-chartered bank, thrift institution, limited purpose trust company, credit union or federally-char…

Section 9. Notwithstanding any general or special law to the contrary, a mutual bank, subject to approval of the commissioner, may convert to a stock bank. Any mutual bank which converts to a stock bank shall have all the powers and privileges of a savings bank or co-operative ba…

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…

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…