SAVINGS BANKS

M.G.L. pt. Part I, tit. Title XXII, ch. c. 168

in effect

M.G.L. c. 168, § 1 Definitions

c. 168, § 1. Definitions 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 used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:— ''Capital stock'', the sum of the par value of the preferred and common shares of capital stock, issued and outstanding. ''Commissioner'', the commissioner of banks. ''Corporator'', an original incorporator. ''Incorporators'', subscribers to the agreement of association for the purpose of forming a savings bank under this chapter. ''Mutual bank'', a savings bank, institution for savings or savings institution incorporated as such in the commonwealth in mutual form. ''Savings bank'', a savings bank, institution for savings or savings institution incorporated as such in this commonwealth. ''Stock bank'', a savings bank, institution for savings or savings institution incorporated as such in the commonwealth in stock form which has been chartered or reorganized or converted to a stockholder form of corporation. ''Stockholder'', a registered owner of shares of capital stock of a stock savings bank.

M.G.L. c. 168, § 2 Powers

c. 168, § 2. Powers 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 accepted banking customs and usages.

M.G.L. c. 168, § 3 Application of this chapter and chapters 167C to 167G, 167I and 167J

c. 168, § 3. Application of this chapter and chapters 167C to 167G, 167I and 167J Section 3. A corporation organized pursuant to this chapter prior to January 1, 1955 shall be subject to this chapter and chapters 167C to 167G, inclusive, chapter 167I and chapter 167J so far as is consistent with its charter, and may, by vote of its corporators at its annual meeting or at a meeting called for the purpose, accept any provision of this chapter, which is inconsistent with its charter. Any such corporation organized after January 1, 1955, shall be subject to this chapter, chapters 167C to 167G, inclusive, chapter 167I and chapter 167J.

M.G.L. c. 168, § 4 Capital structure

c. 168, § 4. Capital structure Section 4. A savings 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.

M.G.L. c. 168, § 5 Formation of savings bank; powers, privileges and duties related to corporations; agreement of association

c. 168, § 5. Formation of savings bank; powers, privileges and duties related to corporations; agreement of association Section 5. Fifteen or more individuals who associate themselves by a written agreement for the purpose of forming a savings 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 liabilities set forth in the General Laws, which relate to such corporations. The agreement of association shall specifically state: (1) that the incorporators thereto associate themselves with the intention of forming a corporation; (2) the name by which the corporation shall be known; (3) the location of the principal office of the corporation, which shall be within the commonwealth; (4) the purposes for which the corporation is formed and the nature of the business to be transacted; (5) the amount and classes of its capital stock and the number of shares into which any class is to be divided; the amount of the surplus account and the amount of the undivided profits account for a stock bank and the amount of the surplus account for a mutual bank; and (6) the name of each incorporator and the number of shares of capital stock, if any, which the incorporator agrees to take and the class or classes of such shares. The name of each incorporator shall be subscribed to the agreement of association.

M.G.L. c. 168, § 6 Notice of intention to form saving bank; application for certificate

c. 168, § 6. Notice of intention to form saving bank; application for certificate Section 6. A notice of the intention of the incorporators to form such a savings bank shall be submitted 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 designated by the board and published in the city or town in which it is proposed to establish the savings bank, or if there is no newspaper in such city or town, in a newspaper published in the city or town which is nearest to the proposed location. Such notice shall specify the names of the proposed incorporators, the name of the corporation and the location of the same. The incorporators to said agreement shall apply to the board for a certificate, which may be granted upon a finding that the public convenience and advantage will be promoted by the establishment of such savings bank. Such an application for a proposed savings bank shall be accompanied by an investigation fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. In determining whether the public convenience and advantage will be promoted by the establishment of such savings bank, the board shall consider the adequacy of its capital structure, the general character of its management, the adequacy of banking facilities in the area and the convenience and needs of the community to be served. The board may grant such certificate, which shall be deemed to be revoked if the applicants do not become incorporated and begin business not more than 1 year after its date of issue; provided, however, that the board may grant an additional extension upon a demonstration of good cause; and provided further, that the board may impose terms and conditions on any such extension. If the board refuses to issue such certificate, no further proceeding shall be taken by the applicant during the year next following the date of such refusal except with the approval of the board; provided, however, that the applicant may renew the application as of right after 1 year from the date of such refusal and may dispense with further notice or publication unless the board orders such notice or publication.

M.G.L. c. 168, § 7 First meeting of incorporators

c. 168, § 7. First meeting of incorporators Section 7. The first meeting of the incorporators shall be called by a notice signed either by that 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 of the notice shall, at least 7 days before the day appointed for the meeting, be given to each incorporator or left at each incorporator's residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to each incorporator at such incorporator's residence or usual place of business and another copy thereof and an affidavit of 1 of the signers that the notice has been duly served shall be recorded with the records of the corporation. If all the incorporators shall, in writing endorsed upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the choice by ballot of a temporary clerk who shall be sworn, by the adoption of by-laws and by the election in such manner as the by-laws may determine, a clerk or secretary, and such other officers as the by-laws may prescribe, trustees for a mutual bank or directors for a stock bank. The temporary clerk shall make and attest a record of the proceedings until the clerk or secretary has been chosen and sworn, including a record of such choice and qualification.

M.G.L. c. 168, § 8 Articles of organization; certificate of incorporation

c. 168, § 8. Articles of organization; certificate of incorporation Section 8. The president, clerk or secretary and a majority of the trustees or 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 names of the incorporators thereto and the name of each of the officers and directors or trustees as applicable; and (2) the date of the first meeting and the successive adjournments thereof, if any. One duplicate original of the articles so signed shall be submitted to the commissioner and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same, and who may require such amendment thereof or such additional information as the state secretary may consider necessary. If the commissioner finds that the articles conform to the 4 preceding sections relative to the organization of the corporation and that section 6 has been complied with, the commissioner shall so certify and endorse the commissioner's approval thereon. The articles shall be filed within 30 days thereafter in the office of the state secretary, who, upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, said state secretary shall issue a certificate of incorporation in the following form: COMMONWEALTH OF MASSACHUSETTS Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital stock or surplus, as applicable, of (the amount fixed in the agreement of association), and have complied with the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by the law appertain thereto. Witness my official signature hereunto subscribed and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization). The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed and such certificate shall have the force and effect of a special charter. The existence of every such corporation shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall also cause a record of the certificate of incorporation to be made and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation. A bank may amend its articles of organization if approved by its board and submitted to and approved by the bank's governing body, except as provided in sections 10.05, 10.07 and 14.34 of chapter 156D. After approval by the board and governing body, the amendment shall be submitted to the commissioner for the commissioner's endorsement thereon before delivering the amendment to the state secretary for filing.

M.G.L. c. 168, § 9 List of stockholders; issuance of certificate authorizing corporation to begin transaction of business

c. 168, § 9. List of stockholders; issuance of certificate authorizing corporation to begin transaction of business 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, which list shall be verified by the clerk of the corporation. Upon receipt of such list the board shall cause an examination to be made of the method of payment of the capital stock, or the surplus account if a mutual bank of the personnel of the corporation, including the officers and directors or trustees thereof, and if, after such examination, it appears that the whole capital stock, surplus account and undivided profits account for a stock bank or surplus account for a mutual bank have been paid in cash, that all requirements of law have been complied with, that the bank is a member of the Federal Deposit Insurance Corporation and that the qualifications of the personnel are satisfactory, the board shall, if satisfied that the public convenience and advantage will be promoted thereby, issue a certificate authorizing such corporation to begin the transaction of business. No such corporation shall begin the transaction of business until such a certificate has been granted.

M.G.L. c. 168, § 9A Repealed, 2014, 482, Sec. 54

M.G.L. c. 168, § 10 Applicability of sections to mutual banks and to stock

c. 168, § 10. Applicability of sections to mutual banks and to stock 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.

M.G.L. c. 168, § 11 Place of meetings of corporators, board of trustees and board of investment of mutual bank

c. 168, § 11. Place of meetings of corporators, board of trustees and board of investment of mutual bank 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.

M.G.L. c. 168, § 12 Corporators of mutual bank

c. 168, § 12. Corporators of mutual bank 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 majority of said corporators shall be citizens of the commonwealth and residents therein at any 1 time. Corporators shall be elected for a term of 10 years; provided, however, that a corporator shall not serve beyond the retirement age as established by the bank's by-laws. No person shall serve as a corporator of more than 1 savings bank and no corporator shall, after January 1, 1975, serve as an officer or director of a national bank, trust company, co-operative bank, savings and loan association or credit union. A corporator shall, at the time of the corporator's election or within 30 days thereafter, be a depositor of such corporation. Any person serving as a corporator of a savings bank may at the same time serve as a director or other officer of a trust company or a national bank that does not make real estate mortgage loans and does not accept savings deposits from natural persons. No person shall continue to be a corporator after removing from the commonwealth unless, at the annual meeting following such removal, the corporators shall vote to continue such person as a corporator subject to the limitations of this section applicable to nonresident corporators. Any person may, at an annual or special meeting of the corporators, cease to be a corporator if, at least 3 days before such meeting, the person has filed with the clerk a written notice of the corporator's intention so to do. If a corporator fails to attend 2 consecutive annual meetings, such corporator's membership may, by vote of the corporators at their next annual meeting, be declared forfeited and such action and vote when recorded shall be evidence of such forfeiture. Not more than 3/5 of the corporators of any such corporation shall be trustees or officers thereof at any 1 time.

M.G.L. c. 168, § 13 Annual and special meetings of corporators of mutual bank

c. 168, § 13. Annual and special meetings of corporators of mutual bank 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 meetings upon that order or request. In the absence or inability of the clerk to serve, the president or a vice president may give the notice required by this section. At least 7 days before the date of the meeting, written notice of the meeting shall be mailed to each corporator. The names of those present at a meeting shall be entered in the records of the corporation. A quorum shall consist of not less than 13 corporators or 25 per cent of the total number of corporators, whichever is greater; provided, however, that not more than 50 corporators shall be necessary to constitute a quorum.

M.G.L. c. 168, § 14 Board of trustees of mutual bank

c. 168, § 14. Board of trustees of mutual bank 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 corporation shall be managed by a board of trustees, of which not less than a majority shall be citizens of the commonwealth. A trustee at the time of the trustee's election, or within 30 days thereafter, shall be a depositor of the corporation. At least 2 trustees of the board at the time of their election shall be residents of the city or town where the main office or a branch office of the corporation is located. (3) Election. All trustees shall be elected by and from the corporators, except that any vacancy in the board arising between annual meetings from death, resignation or otherwise, may be filled by the trustees until the next annual meeting at which the corporators may elect a trustee for the balance, if any, of the unexpired term. The trustees shall be divided into 3 groups as nearly equal in number as possible and 1 of such groups shall be elected annually for a term of 3 years; provided, however, that during the minimum time necessary to accomplish the foregoing, 1 of said groups may be elected for a term of 1 year and 1 for a term of 2 years. Upon the election as trustee of a person who has not been theretofore a trustee of such corporation, the clerk shall send forthwith to the commissioner the name and address of such person and the clerk shall transmit to such person a copy of the laws relating to savings banks. A number of trustees, not exceeding 2, may be elected by vote of a majority of the trustees then in office if the by-laws so prescribe. (4) Termination of Office. If a trustee fails to attend 4 consecutive regular quarterly meetings of the board of trustees, said board may declare such trustee's office to be vacant at its next regular quarterly meeting and if a trustee fails to attend 8 consecutive regular quarterly meetings of said board, it shall declare such trustee's office to be vacant at its next regular quarterly meeting; provided, however, this provision shall not apply to a trustee while such trustee is serving on active duty as a member of the Armed Forces of the United States. Any trustee whose office is declared to be vacant as provided in this paragraph shall not be re-elected as a trustee except upon vote of at least 2/3 of all the corporators of such corporation passed at a subsequent annual meeting. The by-laws may authorize the continuance, as honorary trustees, of those persons who have served as trustee for 10 years or more. Such honorary trustee may be elected for an indefinite term and shall not be included in determining the minimum number of trustees provided under paragraph 1 or the number of trustees to be elected annually as provided in paragraph 4 of this section. Such honorary trustee shall not be deemed to be an officer or member of the board of trustees of such corporation, shall not receive compensation or be required to attend meetings or be authorized or required to perform any duties. The office of any trustee who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any trustee whose office is so vacated shall again be eligible to serve as a trustee upon the receipt of a discharge in bankruptcy under chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under chapter 11 of said Title 11; the completion of all payments under a plan of debt adjustment under chapter 13 of said Title 11; or the payment of said judgment. The commissioner may recommend the removal of any trustee, officer or employee who, in the commissioner's opinion, has abused the trust or has been negligent in the performance of such person's duties, and upon such recommendation the trustees may remove or discharge such trustee, officer or employee. The trustees shall act upon such recommendation within 30 days after receiving the same and neither such trustees nor the commissioner shall be personally liable for any action taken by them in good faith in connection with any such recommendation or removal.

M.G.L. c. 168, § 15 Regular and special meetings of board of trustees of mutual bank

c. 168, § 15. Regular and special meetings of board of trustees of mutual bank 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 clerk, if requested in writing by at least 3 trustees. Notices of meetings shall be given in the manner and to the extent provided in the by-laws. Unless the articles of incorporation, the by-laws or a resolution of the board otherwise provide, members of the board of trustees or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other and participation by such means shall constitute presence in person at a meeting. Members may transmit any written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission. A quorum shall consist of not less than a majority of the trustees, and if there be less than a quorum then a majority of those present may adjourn the meeting until the next regular meeting or until another time or times prior thereto. A record shall be made by the clerk at each meeting of the transactions of the trustees and of the names of those present and a copy of the report of the board of investment shall be filed and preserved with the records of the corporation.

M.G.L. c. 168, § 16 Board of investment of mutual bank

c. 168, § 16. Board of investment of mutual bank 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 treasurer shall at the same time be a member of the board of investment. The board shall elect a clerk who may, but need not be, a member of the board. The board of investment may invite 1 or more trustees who are not members of the board to attend its meetings during the monthly, quarterly or semi-annual periods as the board may determine. (b) At least quarterly, the treasurer or other officer designated by the board of investment shall submit to the board of investment, a written report, over the treasurer or other officer's signature, covering the period for which the report has not yet been submitted.

M.G.L. c. 168, § 17 Officers of mutual bank

c. 168, § 17. Officers of mutual bank 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 be determined by the trustees to be necessary for the management of the affairs of such corporation; provided, that the duties of any such other officer shall not be in conflict with those of the president or treasurer. As used in this section and in section 20 and sections 2 and 5 of chapter 167J, the term ''operating officers'' shall mean and include the president, vice presidents, any assistant vice presidents, the treasurer, any vice treasurer, assistant treasurers, any branch managers, any person performing the duties of auditor and such other officers as may be designated as operating officers by vote of the board of trustees. The president shall be a trustee. A vice president may perform the duties of the president to the extent authorized in the by-laws. The treasurer may at the same time be a vice president. A vice treasurer or an assistant treasurer may perform all the duties of the treasurer. The clerk shall be the clerk of the corporation and clerk of the trustees. An operating officer of the corporation shall not hold the office or perform the duties of president, vice president, cashier or treasurer of a national banking association or a trust company, and the operating officer shall be governed by section 8 of chapter 167J with respect to holding office in another savings bank or in a co-operative bank or federal savings and loan association.

M.G.L. c. 168, § 18 Election of officers, members of board of trustees and members of board of investment

c. 168, § 18. Election of officers, members of board of trustees and members of board of investment 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 by the trustees. If any such office becomes vacant during the year, the trustees may, except as otherwise provided in this chapter, fill the vacancy or approve a new officer until the next annual meeting. The members of the board of investment, the treasurer, vice treasurer, assistant treasurers, vice presidents and such other officers as may be determined to be necessary, as provided in section 17, shall be elected by the trustees and shall hold office during their pleasure and the trustees may fill vacancies in such offices at any time. All trustees and other officers shall be sworn and shall hold their several offices until others are elected and qualified in their stead. A record of such qualification shall be made and preserved with the records of such corporation. If a person elected as trustee or other officer of such corporation does not, within 45 days thereafter, take the oath of office, the office thereupon shall become vacant; provided, that such oath may be taken in person at any office of such corporation or may be taken in writing before a notary public or justice of the peace and transmitted to such corporation within said period.

M.G.L. c. 168, § 19 Notice of election to person not present at meeting at which such person was elected; filing of list of names

c. 168, § 19. Notice of election to person not present at meeting at which such person was elected; filing of list of names 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 shall be sent within 10 days after the meeting to the last known address of that person. Within 60 days after the annual meeting, the clerk shall cause to be filed with the records of the corporation a list containing the following information: (1) the names of the corporators indicating those who are trustees; and (2) the names of the president, vice presidents, treasurer, members of the board of investment and members of the auditing committee. A copy of the list shall be furnished to the commissioner within 10 days after filing with the records of the corporation.

M.G.L. c. 168, § 20 Auditing committee; other committees

c. 168, § 20. Auditing committee; other committees 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 and within the period prescribed by section 18 and a record thereof shall be made and preserved as provided in said section. The trustees may elect or authorize to be appointed such other committees as the by-laws may provide or as the trustees from time to time may determine. The trustees shall authorize the compensation, if any, to be paid to the members of the committees.

M.G.L. c. 168, § 21 By-laws

c. 168, § 21. By-laws Section 21. The by-laws of the corporation may provide for any and all matters relative to the business and affairs of the corporation as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed.

M.G.L. c. 168, § 21A Action without meeting

c. 168, § 21A. Action without meeting Section 21A. Subsection (a) to (d), inclusive, shall apply to meetings of the board and its committees for both a savings bank in mutual form or in stock form. (a) Unless the articles of organization or by-laws provide that action, required or permitted by this chapter or another general law, shall be taken by the trustees or directors only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of trustees or directors. The action shall be evidenced by 1 or more consents describing the action taken, in writing, signed by each trustee or director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of trustees or directors and included in the minutes or filed with the corporate records reflecting the action taken. (b) Action taken under this section is effective when the last trustee or director signs or delivers the consent, unless the consent specifies a different effective date. (c) A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document. (d) This section shall also apply to committees and their members.

M.G.L. c. 168, § 22 Stock bank; adoption of by-laws; regulations controlling assignment and transfer of shares; quorum

c. 168, § 22. Stock bank; adoption of by-laws; regulations controlling assignment and transfer of shares; quorum Section 22. A stock bank 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. It may also establish regulations controlling the assignment and transfer of its shares. A majority in interest of the stockholders entitled to vote shall constitute a quorum at any meeting unless the by-laws require more than a majority.

M.G.L. c. 168, § 23 Stockholder voting; votes by proxy

c. 168, § 23. Stockholder voting; votes by proxy Section 23. 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 the name of 2 or more persons shall be valid if executed by any 1 of them unless at or prior to the exercise of the proxy such corporation receives a specific written notice to the contrary from any 1 of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Except as otherwise provided in the articles of organization or by-laws of the corporation, special meetings of the stockholders may be called pursuant to section 7.02 of chapter 156D.

M.G.L. c. 168, § 23A Repealed, 2014, 482, Sec. 54

M.G.L. c. 168, § 24 Board of directors of stock bank; executive committee

c. 168, § 24. Board of directors of stock bank; executive committee Section 24. The business of a stock bank 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-laws, by the stockholders at their annual meeting or at a special meeting called for the purpose; provided, however, that if the by-laws so prescribe, a number of directors; not exceeding 2, may be elected by vote of a majority of the directors then in office. The directors shall hold office for such term, not exceeding 3 years, as is provided in the by-laws and until their successors are selected and have qualified. A director shall be eligible for reelection. Any vacancy in the board may be filled by appointment by the remaining directors and any director so appointed shall hold such office until the next election. Each director shall own, in the director's own right and free of any lien or encumbrance, common stock, either of such corporation or of a company owning 75 per cent or more of the stock of such corporation, having a par value, or a fair market value on the date the person became a director, of not less than $1,000. Any director who ceases to be the owner of the required number of shares of stock, or who becomes in any other manner disqualified, shall vacate the office forthwith. Each director, when appointed or elected, shall take an oath that such director will faithfully perform the duties of the office and that such director is the owner, in the director's own right and free of any lien or encumbrance, of the amount of stock required by this section. The oath shall be taken before a notary public or justice of the peace and a record of the oath shall be made a part of the records of such corporation. The office of any director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any director whose office is so vacated shall again be eligible to serve as director upon: the receipt of a discharge in bankruptcy under chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under chapter 11 of said Title 11; the completion of all payments under a plan of debt adjustment under chapter 13 of said Title 11; or the payment of said judgment. In determining what a director reasonably believes to be in the best interests of such corporation, in considering proposed business combinations, as defined in paragraph (c) of section 3 of chapter 110F, a director may consider the interests of the corporation's employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation. Each stock bank shall have an executive committee of not less than 3 members, who shall be elected by and from the directors and shall hold office during their pleasure. An executive committee may take any action that could be taken by the board of directors except that an executive committee may not: (1) authorize dividends or other distributions to shareholders; (2) approve or propose to the corporation's shareholders actions that require the approval of the corporation's shareholders; (3) change the number of members of the board of directors, remove directors from office or fill vacancies on the board of directors; (4) amend the corporation's articles of organization; (5) adopt, amend or repeal the corporation's by-laws; (6) authorize or approve reacquisition of shares of capital stock, except according to a formula or method prescribed by the board of directors; (7) take any action specifically required by law or regulation to be taken by the entire board of directors; or (8) approve a transaction described in section 8 of chapter 167I.

M.G.L. c. 168, § 25 Election of officers

c. 168, § 25. Election of officers Section 25. 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 thereof unless the board designates a director in lieu of the president to be chairman. The directors shall elect the treasurer and any other officers. The president as may be required or permitted by law or by-law may select other officers. The officers elected by the board shall hold their respective offices during the pleasure of the directors. The directors may fill a vacancy in the office of clerk or secretary until the next meeting of the stockholders.

M.G.L. c. 168, § 26 Meetings of board of directors

c. 168, § 26. Meetings of board of directors Section 26. The board of directors shall meet at intervals, that shall not be less frequent than quarterly, but, upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of organization, the by-laws or a resolution of the board otherwise provide, members of the board of directors or a committee designated thereby may participate in a meeting of the board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other, and participation by those means shall constitute presence in person at a meeting. Members may transmit written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.

M.G.L. c. 168, § 27 Savings banks employees retirement association

c. 168, § 27. Savings banks employees retirement association Section 27. Fifteen or more savings banks may form the Savings Banks Employees Retirement Association, in this section and in sections 28 and 29 hereinafter referred to as the association, for the purpose of providing retirement benefits services through retirement plans that are qualified under section 401 of the Internal Revenue Code, to members of the association and their customers, as hereinafter provided. The association, in its name and by or through its authorized officers, may: (a) make agreements and investments subject to limitations as from time to time may be prescribed by law or the by-laws of the association; (b) sue and be sued, plead and be impleaded; (c) enforce liens and other obligations and foreclose mortgages held by the association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (d) adopt an official seal and alter the same at pleasure; and (e) do other acts and things necessary to carry out the powers conferred upon it by law and its by-laws. Any bank or credit union chartered by the commonwealth, any bank or credit union which has converted to federal charter and has its main office located in the commonwealth, any bank or credit union chartered by the federal government, by a state of the United States other than the commonwealth or by the District of Columbia and which has its main office or a branch office located in the commonwealth, the Massachusetts Bankers Association and its successors and any bank which is a voting member thereof, the Savings Banks Employees Retirement Association, the Depositors Insurance Fund, and other banking institutions with their main office or any branch office located in the commonwealth, as may from time to time be provided for in the by-laws of the association, and the respective employees of each of the foregoing, shall be eligible for membership in the association; provided, however, no bank that was eligible to be a member of the association before January 1, 2004, shall be eligible to become a member of the Cooperative Banks Employees Retirement Association or the Credit Union Employees Retirement Association unless and until the Cooperative Banks Employees Retirement Association and the Credit Union Employees Retirement Association permits a member to transfer from any or all of the qualified plans provided by said association, assets and liabilities, attributed to the member's employees, to 1 or more qualified plans not provided by said association. For the purposes of this section and sections 28 and 29, ''bank'' or ''banks'' shall, unless the context otherwise requires, mean any or all of the organizations named or referred to in this paragraph; ''trustees'' of a bank shall, unless the context otherwise requires, mean the governing body of any such organization, including, if applicable, the board of directors; and ''customer'' shall mean any person or business who has established a contractual relationship for banking business purposes with any banking institution located in the commonwealth which is a member of the association. Eligible employees may contribute a portion of their salaries or wages, to be deducted by the employing banks and paid to the plans or the retirement association. A participating bank may contribute to or under plans of the retirement association for its employees to the extent determined by its board of trustees. Contributions and benefits under the plans of the retirement association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code and the federal Employees Retirement Income Security Act of 1974, in this section hereinafter referred to as the code and ERISA, respectively. If the commissioner finds that the continuation of contributions by a participating bank subject to the commissioner's authority may affect its safety and soundness, including reducing its risk-based capital ratio below any prescribed regulatory level, said commissioner may order the bank to: (a) freeze its benefits and cease further funding for future benefit accruals under any plans qualified under section 401 of the federal Internal Revenue Code; (b) revise its benefits for future service under any such plans so that contributions on account of any employee will be limited to an appropriate percentage of compensation; or (c) terminate its participation in any such plans. The funds contributed by participating banks and their employees shall be held or used by the trustees of the association for the purchase of annuities or payment of retirement benefits to eligible employees, for payments to beneficiaries or representatives of any member employee of the participating bank dying before reaching the age of retirement and for the payment to any employee retiring from service before becoming entitled to a pension or annuity. Funds held under any of the plans shall be held or used by the retirement association to the extent required by the code and ERISA for the exclusive purpose of providing plan benefits to participating members; provided, however, to the extent permitted by law, funds of the plans may be used to defray reasonable expenses of administering the retirement association and the plans and expenses of investing the assets of the plans may be charged against the funds of the plans. To the extent that expenses of the retirement association or said plans are not otherwise paid, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws of the retirement association. The association shall annually provide to each member a report of assets and liabilities attributable to its participants in any or all qualified plans adopted by a member. A participating bank, by vote of its board of trustees, and a customer, may adopt 1 or more of the plans of the retirement association for the benefit of its employees. Any such bank which has adopted a plan of the retirement association for its employees may, if it is otherwise eligible, also establish an employee stock ownership plan. In any calendar year, the association or bank by vote of its governing board, may directly supplement the retirement benefits being paid to retired employees or their beneficiaries on account of service; provided, however, no supplement of a retirement benefit shall exceed the retirement benefit multiplied by the increase in the cost of living since the retirement began. The increase in the cost of living shall be the percentage by which the national monthly consumer price index for all urban consumers, issued by the bureau of labor statistics of the United States Department of Labor, for the last November before the year in which payment is made is greater than the beginning index figure. The beginning index figure is the average of such monthly consumer price index figures for the year in which a retirement benefit was first paid to or with respect to a former employee. No bank shall become obligated to pay in future years any supplement authorized by this paragraph. Membership in the association is voluntary and any bank may establish or provide qualified retirement plans for its employees independent of the association; provided, however, nothing contained herein shall be construed so as to require any bank to provide qualified retirement plans to its employees.

M.G.L. c. 168, § 27A Repealed, 2014, 482, Sec. 54

M.G.L. c. 168, § 28 By-laws of savings banks employees retirement association

c. 168, § 28. By-laws of savings banks employees retirement association Section 28. The by-laws of the association shall be submitted to the commissioner and shall prescribe the manner in which, and the officers and agents by whom, the association may be conducted and the manner in which its funds may be invested and paid out. Such association shall be formed when its by-laws have been approved and agreed to by a majority of the trustees of each of 15 or more savings banks, and have been approved by the commissioner. Such association shall annually, on or before December 1, report to the commissioner such statements of its membership and financial transactions for the year ending on the preceding October 31, as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the association. The association shall not be subject to chapter 32 or chapter 175 or to other laws that relate to insurance companies or other retirement associations.

M.G.L. c. 168, § 29 Exemption of savings banks employees retirement association property and funds from taxation, operation of law relating to insolvency, attachment and execution; assignment of rights

c. 168, § 29. Exemption of savings banks employees retirement association property and funds from taxation, operation of law relating to insolvency, attachment and execution; assignment of rights Section 29. The property of the association, the portion of the wages or salary of any employee deducted or to be deducted under sections 27 and 28, the right of an employee to an annuity or pension, and all of an employee's rights in the funds of the 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 association, a participating bank, or any employee member of the association. No assignment of any right in or to said funds or of any pension or annuity payable under section 27 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement. Nothing in this section shall prevent an employee's annuity or pension from being attached, taken on execution, assigned, or subject to other process to satisfy a support order pursuant to chapter 208, 209 or 273.

M.G.L. c. 168, § 30 Savings banks employees benefit association

c. 168, § 30. Savings banks employees benefit association Section 30. The participating members of the Savings Banks Employees Retirement Association, established by section 27, shall constitute the Savings Banks Employees Benefit Association, in this section and in sections 31 and 32 hereinafter referred to as the benefit association, for the purpose of providing retirement benefits through retirement plans which are not qualified plans under section 401 of the Internal Revenue Code of the United States and for establishing employee welfare benefit plans, in this section hereinafter referred to as plans, for eligible employees of participating organizations. The benefit association, in its name and by or through its authorized officers, may: (a) establish plans and related trusts for eligible members participating therein; (b) make agreements, establish trusts and make or cause to be made investments subject to such limitations as may from time to time be prescribed by law or by the by-laws of the benefit association; (c) sue and be sued, plead and be impleaded; (d) enforce liens and other obligations and foreclose mortgages held by the benefit association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (e) adopt an official seal and alter the same at pleasure; and (f) do such other acts that may be necessary to carry out the powers conferred upon it by law and its by-laws. For the purposes of this section and sections 31 and 32, ''bank'' and ''banks'' shall, unless the context clearly requires otherwise, mean and include any or all member organizations and ''trustees'' of a bank shall, unless the context clearly requires otherwise, mean and include the governing body of each of such organizations. Eligible employees may contribute a portion of their salaries or wages to or under plans established by the benefit association, to be deducted by the employing banks and paid to the benefit association. A participating bank may contribute to or under plans of the benefit association to the extent determined by its trustees. Contributions and benefits under the plans of the benefit association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code of 1954, as amended, and the Employee Retirement Income Security Act of 1974, as amended, in this section hereinafter referred to as the code and ERISA, respectively. All plans maintained by the benefit association shall conform to the code and funds held under the plans of the benefit association shall be invested in such manner as the benefit association shall determine, consistent with the by-laws. Funds held under plans of the benefit association shall be held by or used by the benefit association for the exclusive purpose of providing plan benefits to eligible members and, as determined by the benefit association, may be used to defray reasonable expenses of administering the plans and investing the assets of the plans. To the extent that expenses necessary for the administration of the benefit association or the plans of the benefit association are not paid from the plans, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws. A participating bank, by vote of its trustees, may adopt 1 or more of the plans of the benefit association for the benefit of its employees and their beneficiaries. Nothing in this section shall be construed so as to prevent any such bank from establishing its own employee welfare benefit plans or non-qualified retirement plan.

M.G.L. c. 168, § 31 By-laws of savings banks employees benefit association

c. 168, § 31. By-laws of savings banks employees benefit association Section 31. The trustees of the Savings 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 association will be conducted and the manner in which its funds may be invested and paid out. They shall also provide that said trustees of the Savings Banks Employees Retirement Association shall serve as the initial trustees of the benefit association and shall continue such service for the term prescribed in such by-laws and for the election of subsequent trustees. Such benefit association shall annually, within 6 months after the close of its fiscal year, report to the commissioner such statements of its membership and financial transactions as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the benefit association. The benefit association shall not be subject to chapter 32 or chapter 175 or to other laws that relate to insurance companies or other benefit associations.

M.G.L. c. 168, § 32 Exemption of savings banks employees benefit association property from taxation, operation of law relating to insolvency, attachment and execution; assignment of rights

c. 168, § 32. Exemption of savings banks employees benefit association property from taxation, operation of law relating to insolvency, attachment and execution; assignment of rights Section 32. 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 participating bank or any employee member of the benefit association. No assignment of any right in or to said funds or of any pension or annuity payable under section 30 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement. Nothing in this section shall prevent an employee's annuity or pension from being attached, taken on execution, assigned or subject to other process to satisfy a support order under chapter 208, 209, or 273.

M.G.L. c. 168, § 33 to 44 Repealed, 2014, 482, Sec. 54

Source: Massachusetts General Court (malegislature.gov)URL: https://malegislature.gov/Laws/GeneralLaws/PartI/TitleXXII/Chapter168Fetched: 10/20/2026