Mass. Gen. Laws ch. 167I, sec. 2 — MA Code / Part I / Title XXII / Chapter 167I / Section 2
Merger or consolidation of mutual banks or thrift institutions into single mutual bank or thrift institution
Status: in_force

Section 2. One or more mutual banks may merge or consolidate into a single mutual bank, and 1 or more mutual banks and 1 or more thrift institutions may merge or consolidate into a single mutual bank or thrift institution, upon such terms approved by a vote of at least 2/3 of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the board of each thrift institution in accordance with the laws under which each such thrift institution is organized, and approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by a 2/3 vote of the voting body of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the depositors, corporators, shareholders or members, as applicable, of each thrift institution in accordance with the laws under which such thrift institution is organized. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any definitive merger or consolidation agreement reached by the merging or consolidating institutions, certified copies of the vote of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, certified copies of the vote of the board of each thrift institution. If the commissioner, after such notice and hearings as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms approved by the commissioner and finds that such a merger or consolidation is in the interests of the depositors of any merging or consolidating savings bank and the shareholders of any merging or consolidating co-operative bank, such merger or consolidation may be approved by the commissioner subject to the commissioner's direction. Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a ''consolidation'', shall have been approved by a vote of at least 2/3 of the voting body of each mutual bank at meetings specially called to consider the subject and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, approved by a vote of the depositors, corporators, shareholders or members, as applicable, of each such thrift institution in accordance with the laws under which each such thrift institution is organized; provided, however, that in the case of a co-operative bank the consolidation shall be approved by vote of at least 2/3 of those shareholders present, qualified to vote and voting at each such meeting. Notice of such meetings shall be given in accordance with applicable law and the by-laws of such merging or consolidating institutions. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if approving such consolidation, shall endorse such approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each mutual bank have been made and notice thereof has been received by the commissioner. The offices and depots of any mutual bank and the offices of any thrift institution merged or consolidated under this section, may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of, and under such conditions, if any, as may be approved by the commissioner. If the merging or consolidating corporations or thrift institutions are chartered by or, in the case of federal savings and loan associations or federal mutual savings banks, have their main offices located in and are authorized to do business in different states, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements set forth in the General Laws shall no longer apply, and any citizen of the United States may serve the continuing corporation. In making a finding that such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall, at a minimum, consider a showing of net new benefits. For the purpose of this section, ''net new benefits'' shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution's Community Reinvestment Act assessment area and such other matters as the commissioner may deem necessary or advisable.

Section 2. One or more mutual banks may merge or consolidate into a single mutual bank, and 1 or more mutual banks and 1 or more thrift institutions may merge or consolidate into a single mutual bank or thrift institution, upon such terms approved by a vote of at least 2/3 of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the board of each thrift institution in accordance with the laws under which each such thrift institution is organized, and approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by a 2/3 vote of the voting body of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the depositors, corporators, shareholders or members, as applicable, of each thrift institution in accordance with the laws under which such thrift institution is organized. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any definitive merger or consolidation agreement reached by the merging or consolidating institutions, certified copies of the vote of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, certified copies of the vote of the board of each thrift institution. If the commissioner, after such notice and hearings as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms approved by the commissioner and finds that such a merger or consolidation is in the interests of the depositors of any merging or consolidating savings bank and the shareholders of any merging or consolidating co-operative bank, such merger or consolidation may be approved by the commissioner subject to the commissioner's direction. Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a ''consolidation'', shall have been approved by a vote of at least 2/3 of the voting body of each mutual bank at meetings specially called to consider the subject and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, approved by a vote of the depositors, corporators, shareholders or members, as applicable, of each such thrift institution in accordance with the laws under which each such thrift institution is organized; provided, however, that in the case of a co-operative bank the consolidation shall be approved by vote of at least 2/3 of those shareholders present, qualified to vote and voting at each such meeting.

Notice of such meetings shall be given in accordance with applicable law and the by-laws of such merging or consolidating institutions. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if approving such consolidation, shall endorse such approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each mutual bank have been made and notice thereof has been received by the commissioner.

The offices and depots of any mutual bank and the offices of any thrift institution merged or consolidated under this section, may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of, and under such conditions, if any, as may be approved by the commissioner.

If the merging or consolidating corporations or thrift institutions are chartered by or, in the case of federal savings and loan associations or federal mutual savings banks, have their main offices located in and are authorized to do business in different states, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements set forth in the General Laws shall no longer apply, and any citizen of the United States may serve the continuing corporation.

In making a finding that such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall, at a minimum, consider a showing of net new benefits. For the purpose of this section, ''net new benefits'' shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution's Community Reinvestment Act assessment area and such other matters as the commissioner may deem necessary or advisable.