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

17:9A-102 Directors; classification; election; vacancies; tenure. 102. Directors; classification; election; vacancies; tenure. A. A bank may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they shall severally h…

17:9A-103. Directors; stock ownership, oath 103. A. Each director shall own in good faith and hold in the director's own name unpledged shares of the capital stock of the bank, or of a company as such term is defined in section 2 of the federal "Bank Holding Company Act of 1956,"…

17:9A-104. Directors; disqualification A director who ceases to be the owner of shares as specified in section 103, or who, within thirty days after his election or appointment, or, in case of his disability, within such further time as the commissioner shall fix, fails to subscr…

17:9A-105 Directors; quorum; actions Directors; quorum; actions. a. A majority of the members of the board of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by this act, action taken by a majority of a quorum shall be the action …

17:9A-106. Directors; compensation Directors shall receive such reasonable compensation as the board of directors may from time to time by resolution provide. L.1948, c. 67, p. 269, s. 106. Amended by L.1983, c. 18, s. 3, eff. Jan. 21, 1983.

17:9A-107. Chairman of board of directors A bank may, in its by-laws or by resolution of its board of directors, create the office of chairman of the board of directors and define his powers and duties. L.1948, c. 67, p. 269, s. 107.

17:9A-108. Directors; executive committee A. If the number of directors of a bank equals or exceeds nine, the certificate of incorporation or by-laws of the bank may provide for an executive committee of the board of directors to be appointed from time to time by the board of dir…

17:9A-109. Directors; qualified bank; trust committee A. If the number of directors of a bank which is a qualified bank equals or exceeds nine, the certificate of incorporation or by-laws of the bank may provide for a trust committee to be appointed from time to time by the board…

17:9A-11. Hearing on application for charter; approval A. At the time and place designated for the hearing, the incorporators shall file proof with the commissioner that the publication and mailing of the notice of application for charter have been made in the manner required by …

17:9A-110. Directors; other committees 110. Directors; other committees. The bylaws of a bank may provide for other committees of the board of directors in addition to the committees elsewhere in this act authorized. Not less than a majority of the members of any such other commi…

17:9A-111. Officers; election; appointment; limitation 111. Officers; election; appointment; limitation. A. At the first meeting of the board of directors following each annual meeting of the stockholders of a bank, the directors shall elect a chairman of the board of directors, …

17:9A-112. Officers; tenure; removal Subject to removal by the board of directors at its pleasure, or by the commissioner pursuant to section 249, each officer shall hold office from the time of his election or appointment until the first meeting of the board of directors, follow…

17:9A-113. Officers; vacancies Any vacancy in any office may be filled by the board of directors. L.1948, c. 67, p. 273, s. 113.

17:9A-115. Bonding of directors, officers, employees; temporary waiver a. Every bank shall, at its own expense, cause to be bonded for the honest performance and discharge of his duties (1) each director who handles or has charge or custody of money, securities or other valuable …

17:9A-116. Nature of amendments A bank may, by amending its certificate of incorporation in the manner provided by this article, (1) change its corporate name; (2) increase its capital stock; except that no amendment of the certificate of incorporation pursuant to this article sh…

17:9A-117. Procedure for amending certificate of incorporation 117. Whenever the board of directors shall deem it advisable to amend the certificate of incorporation, it shall adopt a resolution setting forth the proposed amendment and fixing a date for a meeting of stockholders …

17:9A-117.1. Restated certificates a. A bank may restate and integrate in a single certificate the provisions of its certificate of incorporation, as defined in section 1 of P.L. 1948, c. 67 (C. 17:9A-1), including any provision effected by a merger or consolidation and any furth…

17:9A-118. Consolidation of amendments A. The board of directors may, from time to time, submit to the stockholders, and the stockholders may approve an amended certificate of incorporation, which shall integrate and consolidate in a single instrument all the provisions, then in …

17:9A-119. Increase in capital stock When the amendment effects an increase in the capital stock, and the amendment has been approved by the commissioner, the certificate of amendment shall not be filed in the department until proof is submitted to the commissioner, by the affida…

17:9A-12. Filing of certificate of incorporation; amendment prior to payment of capital stock or capital deposits A. If the application shall be approved by the commissioner, he shall endorse upon or annex to the certificate of incorporation a certificate of approval and the cert…

17:9A-120. Assumption of fiduciary powers When the amendment is for the purpose of authorizing a bank, not a qualified bank, to become a qualified bank, the commissioner, in determining whether he shall give his approval thereto, shall give special consideration to the following:…

17:9A-121. Decrease of capital stock The commissioner shall not approve an amendment effecting a decrease in the capital stock if the decrease will cause the capital stock to be less than the minimum capital stock required of banks on their organization under this act as specifie…

17:9A-122. Limitations An amendment, to the extent that it alters an existing provision of the certificate of incorporation or adds a provision not theretofore included in the certificate of incorporation, shall contain only such provision as it would be lawful and proper to inse…

17:9A-123. Certificate as evidence The certificate of amendment and the amended certificate or a copy thereof duly certified by the commissioner, shall be evidence in all courts and places. L.1948, c. 67, p. 277, s. 123.

17:9A-124. Issuance A bank may issue preferred stock (1) Upon its organization as a successor bank pursuant to section 16; or (2) Upon its reorganization pursuant to Article 24; or (3) Upon amending its certificate of incorporation as provided by Article 19, upon the vote of the …

17:9A-125. Certificates of incorporation and of amendment and merger agreements; provisions A. The certificate of incorporation of every bank hereafter authorized to issue preferred stock upon its organization pursuant to section 16, and the certificate of amendment to the certif…

17:9A-126. Priorities; preferences; rights; limitations Every issue of preferred stock shall be subject to the following: (1) The issue price for each share shall be not less than the par value, and shall be the same for all shares included within a single class; (2) So long as a…

17:9A-127. Dividends No dividend shall be declared or paid on common stock until all accrued dividends shall have been paid on preferred stock, or until funds shall have been set aside for such payment; nor shall any dividends be paid on common stock until the provisions, if any,…

17:9A-128. Priority on dissolution Upon a bank's dissolution in any manner, the holders of preferred stock shall be entitled to receive in full the amount specified in the certificate of incorporation or merger agreement providing for the issuance of preferred stock, before any d…

17:9A-129. Consideration for preferred stock Except to the extent otherwise expressly provided in this act, no bank shall issue its preferred stock for any consideration other than money. L.1948, c. 67, p. 281, s. 129.

17:9A-13. Beginning of corporate existence; certificate of incorporation as evidence A. Upon the filing of the certificate of incorporation as specified in section 12, the subscribers to the certificate, their successors and assigns, shall be a corporation by the name stated in t…

17:9A-130. Retirement or conversion Upon the retirement or conversion of preferred stock, a certificate thereof, in such form as the commissioner shall approve, shall be made by any two officers of the bank, and shall be filed in the department within ten days after such retireme…

17:9A-131. Application of article; limitation Preferred stock issued prior to the effective date of this act shall be subject to this article, except insofar as the provisions of this article would impair any right vested under the law pursuant to which such stock was issued. L.1…

17:9A-131.1. Borrowing money to retire preferred stock A bank, as defined in section 1 of the act to which this act is a supplement, may, with the approval of the Commissioner of Banking and Insurance, borrow money for the purpose of retiring all or part of any class or classes o…

17:9A-131.2. Debentures or capital notes A. Debentures or capital notes issued pursuant to this act (a) shall be unsecured; and (b) shall provide that the indebtedness evidenced thereby shall be subordinate to the claims of depositors and all other creditors of the bank, regardle…

17:9A-131.20 Definitions. 1. As used herein, (a) "capital notes" means notes, debentures and other like writings having maturities of more than one year, issued by a bank pursuant to P.L.1966, c.272 (C.17:9A-131.20 et seq.) and included in the bank's capital funds pursuant to sec…

17:9A-131.21. Issuance of convertible or nonconvertible capital notes by banks A bank may, from time to time, issue convertible or nonconvertible capital notes, or both, in series or otherwise. L.1966, c. 272, s. 2.

17:9A-131.22. Capital notes issued for cash; limitation on conversion of convertible capital notes Capital notes may be issued only for cash. Convertible capital notes issued by a bank may be converted only into common stock of the issuing bank or of a company as such term is def…

17:9A-131.23. Unsecured indebtedness; claims subordinate to depositors and creditors; liquidation The indebtedness evidenced by capital notes shall be unsecured and shall be subordinate to the claims of depositors and other creditors of the bank, regardless whether such claims pr…

17:9A-131.24. Nonconvertible capital notes; issuance pursuant to resolution Nonconvertible capital notes may be issued pursuant to a resolution of a bank's board of directors without action by the bank's stockholders. L.1966, c. 272, s. 5.

17:9A-131.25. Convertible capital notes; issuance pursuant to amendment of certificate of incorporation of issuing bank Convertible capital notes may not be issued except pursuant to an amendment of the issuing bank's certificate of incorporation made as provided in article 19 of…

17:9A-131.26. Sale of convertible capital notes No bank shall issue its convertible capital notes to others than the holders of its common stock until after it has offered such notes to such holders for purchase by each of them in an amount sufficient to give effect to such stock…

17:9A-131.27. Certificate stating amount of capital notes converted; filing Within 90 days after any capital notes are converted, a certificate made by 2 officers of the bank which issued such capital notes, one of whom shall be the president or a vice president, shall be filed i…

17:9A-131.28. Approval of issuance of capital notes by commissioner No capital notes shall be issued unless they and any agreement to which they are subject are approved by the commissioner. Such capital notes and such agreements may contain such provisions, not inconsistent with…

17:9A-131.29. Inclusion of amount owing on capital notes in bank's capital funds The principal amount owing on all capital notes of a bank at any time outstanding, whether issued by the bank pursuant to this act, or issued as capital notes or debentures before the effective date …

17:9A-131.3. Borrowing to be pursuant to act only No bank shall borrow money for the purpose of retiring preferred stock except pursuant to this act. L.1953, c. 215, p. 1622, s. 3.