Title 17, Title 17: CORPORATIONS AND INSTITUTIONS FOR FINANCE AND INSURANCE

17:12B-299. Contents of certificate of incorporation a. The board of directors of the organizing mutual state association shall execute a certificate of incorporation for the mutual state association holding company stating: (1) The name by which the mutual state association hold…

17:12B-3. Application of act No State association shall hereafter be incorporated for the purposes stated in this act, except pursuant to the provisions of this act. The provisions of this act shall apply to all associations in existence and operating under the provisions of chap…

17:12B-3.1. Contracts with association supervisors of other states 101.The Commissioner is authorized to enter into contracts with association supervisors of other states for the purpose of establishing effective and efficient supervisory and regulatory structures and practices w…

17:12B-30. Auxiliary office, establishment, location 30. No auxiliary office shall be established or operated at a location which is outside this State or more than one mile from the office of the State association to which such auxiliary office is an adjunct; nor shall any such …

17:12B-300. Approval of charter If the commissioner determines that the establishment of a mutual state association holding company is in the best interests of the members of the organizing mutual state association, that the qualifications, experience and character of the propose…

17:12B-301. Powers of mutual state association holding company a. The general powers of the mutual state association holding company shall be those powers conferred on corporations pursuant to the provisions of N.J.S.14A:3-1, N.J.S.14A:3-2, N.J.S.14A:3-4, and N.J.S.14A:3-5. Mutua…

17:12B-302. Board of directors Every mutual state association holding company shall be managed by a board of not less than six nor more than 21 directors. Directors shall be elected by a plurality of the members of the board of directors of the mutual state association holding co…

17:12B-303. Powers of board a. The board of directors of every mutual state association holding company shall have the power to make, amend and repeal bylaws not inconsistent with this act, providing for: (1) The management of its property; (2) The regulation and government of it…

17:12B-304. Board officers; compensation At the first meeting of the board of directors of the mutual state association holding company following each annual meeting, the board may elect a chairman of the board, and shall elect a president, either of whom may be chief executive o…

17:12B-305. Distribution of surplus The board of directors of the mutual state association holding company may, from time to time, by a majority vote of the directors, divide equitably any surplus which may be in excess of the amount required for the operations of the mutual stat…

17:12B-306. Retention of interest in assets Upon the formation of a mutual state association holding company pursuant to the provisions of this act, the members of the organizing mutual state association shall retain the same interests in the assets of the mutual state associatio…

17:12B-307. Certificate of incorporation for subsidiary The directors of a mutual state association holding company which has been established pursuant to sections 7 through 15 of this act may apply to the commissioner to incorporate a capital stock state association in accordanc…

17:12B-308. Certificate of incorporation, affidavit to commissioner; contents of affidavit The certificate of incorporation of every subsidiary capital stock state association established pursuant to this act shall be submitted to the commissioner within 60 days after its executi…

17:12B-309. Charter approval If the commissioner determines that the qualifications, experience and character of the proposed officers and directors of the subsidiary capital stock state association are sufficient to result in the successful operations of the subsidiary capital s…

17:12B-31. Auxiliary office, permitted business transactions 31. No business shall be transacted at an auxiliary office other than (a) the receipt of payments, deposits of currency, checks and other items; (b) the payment of withdrawals; (c) the cashing of checks, drafts and othe…

17:12B-310. Powers of stockholders, board of directors a. The stockholders of a subsidiary capital stock state association shall have the power to make, alter, and repeal bylaws. The directors of the mutual state association holding company which holds stock in the subsidiary cap…

17:12B-311. Bylaws Bylaws shall not be made, altered, or repealed by the stockholders of a subsidiary capital stock state association, except at an annual or special meeting of the stockholders, and by the affirmative vote of the holders of a majority of the capital stock of the …

17:12B-312. Amendment of certificate of incorporation 21. Whenever the board of directors of a subsidiary capital stock state association deems it advisable to amend the certificate of incorporation, it shall adopt a resolution setting forth the proposed amendment, which amendmen…

17:12B-313. Governance of subsidiary The annual meetings, voting rights of stockholders, liability of stockholders and the maintenance of a subsidiary capital stock state association's books and records shall be governed by the provisions of Article XXI of P.L.1974, c.137 (C.17:1…

17:12B-314. Dividends A subsidiary capital stock state association may declare dividends on its capital stock pursuant to the provisions of section 30 of P.L.1974, c.137 (C.17:12B-259). L.1989,c.165,s.23.

17:12B-315. Merger a. All other powers, rights, and privileges of a converted state association or a subsidiary capital stock state association not expressly provided for in this act shall be governed by the laws of this State relating to state associations, including the laws re…

17:12B-316. Merger or purchase or retention of assets and assumption of liabilities a. A subsidiary capital stock state association may, pursuant to a plan of merger approved by the commissioner, merge with the organizing mutual state association or, pursuant to a plan of consoli…

17:12B-317. Alternative to formation of subsidiary As an alternative to the formation of a subsidiary capital stock state association pursuant to the provisions of sections 16 through 24 of this act, an organizing mutual state association which has established a mutual state asso…

17:12B-318. Contents of amended certificate of incorporation In the event that the board of directors elects to follow the procedures provided in paragraph (2) of subsection c. of section 7 of this act, the directors shall, with the approval of the commissioner: a. Adopt an amend…

17:12B-319. Rules, regulations The commissioner may promulgate rules and regulations, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), as may be necessary to effectuate the purposes of this act. L.1989,c.165,s.28.

17:12B-32. Business to be transacted only with persons outside structure The business authorized by section 31 of this act shall be transacted only with persons who, while such business is being transacted, remain outside the structure which houses an auxiliary office. L.1963, c.…

17:12B-33. Property to be used for auxiliary office; parking facilities An association may, for the purpose of establishing an auxiliary office or offices, purchase or lease real property, or it may use real property heretofore purchased or leased by it. As an incident to the con…

17:12B-34. Auxiliary office not deemed branch or limited facility branch office An auxiliary office shall not be deemed a branch office or limited facility branch office within the meaning of section 24 of this act. Each auxiliary office shall be deemed to be an integral part of …

17:12B-35. Other powers not affected Nothing in sections 29 through 34 of this act shall impair the powers of an association to purchase, hold, lease or convey real property or any interest therein pursuant to sections 48 and 166 of this act nor shall anything in sections 29 thro…

17:12B-36. Measurement of distances For the purposes of this act, distances shall be measured along a straight line drawn between the center point of the main entrance of the principal office or branch office of an association and the center point of the main entrance of the auxi…

17:12B-37. Agencies a. Any State association shall have the right to make written application to the commissioner for permission to establish and operate an agency or agencies as defined in section 9 of this act subject to the following requirements: (1) The State association may…

17:12B-37.1. Remote service units; establishment or use; sharing; regulations A State association may establish or use remote service units as defined in section 8 of P.L.1963, c. 144 (C. 17:12B-8). The commissioner may require the sharing of such remote service units with other …

17:12B-38. By-laws Each State association shall adopt such by-laws as may be required by the provisions of this act and as it may deem necessary or desirable for the regulation of its business and affairs and for the attainment of its purposes, consistent with the provisions of t…

17:12B-38.1. Association official immunity An association may with the approval of the commissioner, amend its certificate of incorporation or bylaws, by a two-thirds vote of its board present and voting at a duly convened regular or special meeting, to provide that a director or…

17:12B-39. Commissioner's approval required No by-law nor any change in the by-laws shall become effective until it shall have been submitted in writing to the commissioner and he shall either have approved it in writing, or have failed to take any action thereon for a period of …

17:12B-4. Determination of members' rights and liabilities The rights and liabilities of each member of an association, shall be determined by and shall be subject to the provisions of this act and all amendments thereof and supplements thereto, and to the provisions of the assoc…

17:12B-40. Change of office location A State association may change the location of its principal office to a new location subject to the following requirements: (1) If the new location of its principal office is in the same municipality, the State association shall file a certif…

17:12B-40.1. Failure to open and operate relocated principal office; effect The failure of a State association to open and operate a relocated principal office within 12 months after the commissioner approves the application therefor, shall automatically terminate the right of th…

17:12B-45. Failure to open and operate relocated principal office; effect The failure of a State association to open and operate a relocated principal office within 6 months after the commissioner approves the application therefor, shall automatically terminate the right of the S…

17:12B-46. Change of name A State association may with the approval of the commissioner, change its name by a 2/3 vote of its board present and voting at a duly convened regular or special meeting. A certificate, signed by the president and secretary setting forth the former name…

17:12B-46.1. Definitions relative to emergency closings 1. A. The following words as used in this act, unless a different meaning is plainly required by the context, shall have the following meaning: (1) "Commissioner" means the Commissioner of Banking or any other person lawfull…

17:12B-46.10. Regulations of the commissioner The commissioner may make such orders and regulations, not inconsistent with this act, as he shall deem necessary to provide for the uninterrupted continuance of business by associations during an emergency to the extent consistent wi…

17:12B-46.11. Construction of act The provisions of this act shall be construed and applied as being in addition to, and not in substitution of, any other law of this State or of the United States excusing delays by associations in the performance of duties or obligations or auth…

17:12B-46.12. Short title This act may be cited as the "Savings and Loan Emergency Closing Act." L.1968, c. 150, s. 12, eff. July 12, 1968.

17:12B-46.2. Proclamation of emergency Whenever the commissioner is of the opinion that an emergency exists in this State or in any part or parts of this State he shall, by proclamation, authorize those associations which are directly or indirectly affected by such emergency to c…

17:12B-46.3. Action by officers after proclamation of emergency The officers of any association directly or indirectly affected by the emergency proclaimed by the commissioner shall have the authority to determine whether one or more or all of the offices of such association shal…