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

17:9A-71. Definitions Definitions. A. For the purposes of this article: (1) "Controlling interest" means ownership or control of a majority of the issued and outstanding capital stock or securities of a corporation, having voting rights; (2) "Corporation" means a corporation in w…

17:9A-71.1. Compliance of bank, savings bank with liability of directors, officers 24. Any bank or savings bank that is in compliance with Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. s.215 et seq., is deemed to be in compliance with the provisi…

17:9A-72. Prerequisites to incurring liability; amounts Prerequisites to incurring liability; amounts. A. No bank shall permit a director or an executive officer of the bank or a corporation or partnership to become liable to the bank, and no such director, executive officer, cor…

17:9A-73. Overdrafts No bank shall permit a director, executive or other officer or employee of the bank or a corporation, or a partnership, to become liable to the bank by overdraft against a deposit account. This section shall not apply to extensions of credit made pursuant to …

17:9A-74. Exempt transactions 74. Exempt transactions. A. Any liability incurred prior to the effective date of this act, which would, if incurred after the effective date of this act, be subject to this article, may from time to time be wholly or partly renewed to the extent and…

17:9A-75. Violations; penalties; liability A. The following shall be guilty of misdemeanors: (1) A director, or an executive officer of a bank who knowingly incurs liability to the bank in violation of subsections B and C of section 72; (2) Any person who knowingly permits or aid…

17:9A-76. By-laws; adoption The stockholders of a bank shall have the power to make, alter and repeal by-laws. If so provided in the certificate of incorporation, the power to make, alter and repeal by-laws may be conferred upon the board of directors, but any exercise of such po…

17:9A-77. By-laws; limitations on powers of directors A board of directors which shall be empowered to make, alter and repeal by-laws may not, however, exercise such power with respect to by-laws (1) fixing the number of directors of the bank or the manner and time of determining…

17:9A-78. By-laws; amendments; repeal; notice By-laws shall not be made, altered or repealed by the stockholders except at an annual or special meeting of the stockholders by the affirmative vote of the holders of a majority of the capital stock of the bank entitled to vote at su…

17:9A-79. Annual meetings; notice 79. Annual meetings; notice. A. The annual meeting of the stockholders of every bank shall be held on such day in January, February, March or April in each year as the bylaws shall provide; or, if there be no governing bylaw, then on the fourth T…

17:9A-79.1. Written consents Any action required or permitted to be taken at a meeting of stockholders by P.L. 1948, c. 67 (C. 17:9A-1 et seq.), or the certificate of incorporation or bylaws of a bank, may be taken without a meeting if all stockholders consent thereto in writing.…

17:9A-8. Capital deposits; payment Capital deposits; payment. A. The capital deposits in every savings bank hereafter organized shall amount to not less than: (1) $100,000.00, if the population of the municipality wherein the principal office of the savings bank is to be located …

17:9A-8.1. Definitions For the purposes of this act: a. "Capital stock savings bank" means a savings bank organized or converted pursuant to this act; b. "Commissioner" means the Commissioner of Banking; c. "Department" means the Department of Banking. L.1982, c. 9, s. 1, eff. Ma…

17:9A-8.10. Stock options; law applicable A capital stock savings bank shall have the authority to grant stock options to officers and employees pursuant to the provisions of P.L.1964, c. 202 (C. 17:9A-27.50 to 17:9A-27.54). L.1982, c. 9, s. 10, eff. March 4, 1982.

17:9A-8.11. Mergers with savings banks; provisions governing A capital stock savings bank may merge with another savings bank, whether mutual or capital stock, pursuant to the provisions of Article 21 of P.L.1948, c. 67 (C. 17:9A-132 to 17:9A-148). L.1982, c. 9, s. 11, eff. March…

17:9A-8.12 Savings bank laws control 12. All other powers, rights, and privileges not expressly provided for in this act shall be governed by the laws of this State relating to savings banks. If a capital stock savings bank engages in an activity pursuant to the authority of this…

17:9A-8.13. Savings bank; conversion into capital stock savings bank a. A savings bank which is organized pursuant to the provisions of P.L.1948, c. 67 (C. 17:9A-1 et seq.) may convert itself into a capital stock savings bank with the same effect as though originally incorporated…

17:9A-8.14. Plan of conversion The conversion of a savings bank into a capital stock savings bank shall be effected in accordance with the plan of conversion adopted by two-thirds of the members of the board, and approved by the commissioner, pursuant to the provisions of this ac…

17:9A-8.15. Capital structure; converted bank After conversion pursuant to the provisions of this act, each capital stock savings bank shall maintain an adequate capital structure appropriate for the conduct of its business and the protection of its depositors. The adequacy of th…

17:9A-8.16. Federal savings bank; conversion No savings bank or capital stock savings bank shall convert to a federal savings bank without the approval of the commissioner. The commissioner shall approve the conversion if he finds it to be in the public interest. L.1982, c. 9, s.…

17:9A-8.17. Rules and regulations The commissioner may promulgate rules and regulations necessary to effectuate the purposes of this act. L.1982, c. 9, s. 17, eff. March 4, 1982.

17:9A-8.2. Capital stock savings bank incorporation Nine or more persons, over the age of 18 years, may incorporate a capital stock savings bank in this State on the terms and provisions prescribed by this act. They shall execute and acknowledge a certificate of incorporation sta…

17:9A-8.3. Capital stock; reserve fund; surplus The capital stock for every capital stock savings bank hereafter organized shall be the amount required for banks pursuant to the provisions of section 4 of P.L.1948, c. 67 (C. 17:9A-4). Every capital stock savings bank shall, on it…

17:9A-8.4. Application for charter; provisions governing Application for a charter, a hearing thereon, and approval by the commissioner shall be governed by the provisions of Article 4 of P.L.1948, c. 67 (C. 17:9A-9 et seq.). L.1982, c. 9, s. 4, eff. March 4, 1982.

17:9A-8.5. Provision for authorized but unissued stock 5. a. A capital stock savings bank may, in its original or amended certificate of incorporation, make provision for authorized but unissued stock. This stock may, with the approval of the commissioner, be issued for those pur…

17:9A-8.6. Certificate of incorporation; amendments; provisions governing Amendments to the certificate of incorporation of a capital stock savings bank shall be effected pursuant to the provisions of Article 19 of P.L.1948, c. 67 (C. 17:9A-116 to 17:9A-123). L.1982, c. 9, s. 6, …

17:9A-8.7. Bylaws; powers of stockholders; provisions governing The stockholders of a capital stock savings bank shall have the power to make, alter and repeal bylaws pursuant to the provisions of Article 16 of P.L.1948, c. 67 (C. 17:9A-76 to 17:9A-78). L.1982, c. 9, s. 7, eff. M…

17:9A-8.8. Annual meetings; voting rights and liability of stockholders; books and records; provisions governing The annual meetings, voting rights of stockholders, liability of stockholders, and the maintenance of a capital stock savings bank's books and records shall be governe…

17:9A-8.9. Dividends; law applicable A capital stock savings bank may declare dividends on its capital stock pursuant to the provisions of section 52 of P.L.1948, c. 67 (C. 17:9A-52). L.1982, c. 9, s. 9, eff. March 4, 1982.

17:9A-80. Special meetings; call Special meetings of the stockholders of a bank may be called at any time by the president, the board of directors, the holders of not less than one-tenth of all shares outstanding with voting rights, or by such other officers or persons as may be …

17:9A-81 Stockholders' meetings; notice. 81. Stockholders' meetings; notice. Notice of all meetings of stockholders shall be given to the stockholders not less than 10 nor more than 60 days prior thereto, by mail, postage prepaid, addressed to each stockholder at his address as i…

17:9A-82. Special meetings; failure to issue call; action by commissioner If the secretary or cashier neglects or refuses to issue a call for a special meeting as provided in section 80, the person or persons making the request may petition the commissioner to issue an order comp…

17:9A-83 Place and hour of meeting; adjournments. 83. a. Subject to subsection b. of this section, any meeting of stockholders may be held at the principal office of the bank, or at any branch office, or at any place other than the principal office or a branch office, provided su…

17:9A-84. List of stockholders A. The officer having charge of the stock transfer books for shares of stock of a bank shall make, or cause to be made, and certify a complete list of the stockholders entitled to vote at a stockholder's meeting or any adjournment thereof. Such list…

17:9A-85. Voting of treasury stock Shares of its own capital stock belonging to a bank shall not be voted directly or indirectly. Any shares disqualified from voting solely because of such ownership shall not be counted in determining the proportion of or the number of shares or …

17:9A-86. Voting of stock subject to pledge A stockholder who shall pledge his stock may nevertheless represent and vote such stock in person or by proxy at all stockholders' meetings, unless such stock is transferred on the books of the bank, and in the instrument of transfer it…

17:9A-87. Voting of stock held by a corporation If shares of the capital stock of a bank are registered in the name of a corporation, such corporation may vote such shares by a proxy signed by its president or by any vice-president, or signed in such other manner as shall be dete…

17:9A-88. Voting of stock held by joint tenants or tenants in common Shares of the capital stock of a bank held jointly or as tenants in common by two or more persons may be represented and voted in person or by proxy at any meeting of the stockholders by any one of such persons,…

17:9A-89. Voting stock held by fiduciaries A. Shares of the capital stock of a bank held in a fiduciary capacity may be voted in person or by proxy by the fiduciary holding such shares. If a bank holds shares of its own capital stock in a fiduciary capacity, such shares may be vo…

17:9A-9. Application for charter A. The certificate of incorporation of every bank and savings bank shall be submitted to the commissioner within 60 days after its execution, together with an affidavit made by each of the incorporators, setting forth: (1) that no fee, commission …

17:9A-90. Voting in person or by proxy A. Stockholders of a bank may vote at all meetings either in person or by proxy. Every proxy shall be executed in writing by the stockholder or his agent and shall be filed with the secretary or cashier of the bank. When a proxy is executed …

17:9A-90.1. Voting trusts Agreements hereafter made between two or more of the stockholders of a bank pursuant to which stock of the bank held by them is transferred to or deposited with a trustee or agent for the purpose of vesting in such trustee or agent the right to vote ther…

17:9A-91. Quorum At all meetings of stockholders of a bank, the presence in person or by proxy of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business. Unless otherwise provided by law, the acts of the hold…

17:9A-92. Judges of election A. In advance of each meeting of the stockholders of a bank, the board of directors shall appoint one judge or three judges who may be stockholders, and who shall perform the duties hereinafter in this section set forth. If a judge or judges be not so…

17:9A-93. Presiding officer and secretary of meeting Unless the by-laws otherwise provide, the president shall preside at, and the secretary or cashier shall take the minutes at all meetings of the stockholders. If either such officer is not present at any meeting of stockholders…

17:9A-94. Capital stock; voting rights A. Except as a bank's certificate of incorporation may otherwise lawfully provide with respect to preferred stock, each share of stock shall entitle the registered holder thereof to (1) one vote with respect to each matter presented at a sto…