reglab/housing_qa huggingface dataset:
NJ Rev Stat § 17:12B-299 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-299 - Contents of certificate of incorporation

17:12B-299. Contents of certificate of incorporation  a. The board of directors of the organizing mutual state association shall execute a certificate of incorporation for the mutual state association holding company stating: (1) The name by which the mutual state association holding company shall be known; (2) The street, street number, and municipality where the principal office of the mutual state association holding company is to be located; (3) The names and addresses of the directors of the organizing mutual state association; (4) The number of directors of the mutual state association holding company; (5) The names of persons who are to act as directors of the mutual state association holding company, until their successors are elected and qualified; (6) The amount of capital deposits and surplus which are to be transferred from the organizing mutual state association to the mutual state association holding company; and (7) Any other provisions as the incorporators of the mutual state association holding company deem necessary, or as are required by the commissioner by regulation. b. The certificate of incorporation of a mutual state association holding company shall provide for the retention of any interests of the respective members of the organizing mutual state association in the assets of the organizing mutual state association, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual state association to the mutual state association holding company.  c. The certificate of incorporation of the mutual state association holding company shall also provide that a liquidation account shall be established, on terms established or approved by the commissioner. L.1989,c.165,s.8.
NJ Rev Stat § 17:12B-300 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-300 - Approval of charter

17:12B-300. Approval of charter  If the commissioner determines that the establishment of a mutual state association holding company is in the best interests of the members of the organizing mutual state association, that the qualifications, experience and character of the proposed officers and directors of the mutual state association holding company are sufficient to result in the successful operation of the mutual state association holding company, and that the interest of the public will be served by the establishment of a mutual state association holding company, that the mutual state association holding company is adequately capitalized, and that the establishment of the mutual state association holding company otherwise meets the requirements of law, the commissioner may approve the charter.  L.1989,c.165,s.9.
NJ Rev Stat § 17:12B-301 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-301 - Powers of mutual state association holding company

17:12B-301. Powers of mutual state association holding company  a. The general powers of the mutual state association holding company shall be those powers conferred on corporations pursuant to the provisions of N.J.S.14A:3-1, N.J.S.14A:3-2, N.J.S.14A:3-4, and N.J.S.14A:3-5. Mutual state association holding companies shall be subject to the requirements of chapter 4 of Title 14A of the New Jersey Statutes and Article V of P.L.1963, c.144 (C.17:12B-62 et seq.), to the extent that those requirements do not conflict with the provisions of this act.  b. In addition to other activities authorized by law for a mutual state association holding company, a mutual state association holding company may: (1) With the prior approval of the commissioner, merge with or into, or consolidate with, another mutual state association holding company or capital stock state association holding company pursuant to this act; (2) With the prior approval of the commissioner, incorporate a new subsidiary capital stock state association pursuant to the provisions of sections 16 through 24 of this act; except that paragraph (1) of subsection d. of section 17 of this act shall not apply to such subsidiary capital stock state association;  (3) With the prior approval of the commissioner, convert itself into a capital stock state association holding company, pursuant to applicable provisions of this act; (4) Issue capital debentures, which shall be legal investments for banks, savings banks, savings and loan associations; and (5) Exercise the powers or engage in the activities authorized for a bank holding company or state association holding company as the commissioner shall by regulation permit. c. The commissioner may exercise any of the powers vested in him by Article XII of P.L.1963, c.144 (C.17:12B-177 et seq.) with respect to the affairs of the mutual state association holding company. The mutual state association holding company or capital stock state association holding company shall be subject to the requirements of subsection a. of section 2, section 3, and section 5 of P.L.1987, c.225 (C.17:12B-282, 17:12B-283, and 17:12B-285).  L.1989,c.165,s.10.
NJ Rev Stat § 17:12B-302 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-302 - Board of directors

17:12B-302. Board of directors  Every mutual state association holding company shall be managed by a board of not less than six nor more than 21 directors. Directors shall be elected by a plurality of the members of the board of directors of the mutual state association holding company at the annual meeting, for a term of up to three years, as provided in the bylaws. Each director shall serve for the term for which he is elected and until his successor is elected and has qualified. A vacancy on the board of directors may be filled by a plurality of the members of the board of directors for the remainder of the unexpired term. If the board fails to fill the vacancy within one year, the commissioner may do so. Elections of directors shall be certified by the board and shall be filed with the department within 15 days.  The board of directors shall hold an annual meeting within the first four months of each fiscal year, and other meetings at such times and so often as they shall deem necessary. The annual meeting shall be held at a location within the State. A majority of a quorum of the board of directors shall be necessary to transact the business of the board.  L.1989,c.165,s.11.
NJ Rev Stat § 17:12B-303 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-303 - Powers of board

17:12B-303. Powers of board  a. The board of directors of every mutual state association holding company shall have the power to make, amend and repeal bylaws not inconsistent with this act, providing for: (1) The management of its property; (2) The regulation and government of its affairs; (3) The terms of office, manner of appointment, and the duties and powers of its officers and committees; and (4) Such other matters as the board from time to time deems advisable. b. The bylaws may provide for and the board may elect an executive committee of the board, and other committees as the board may deem advisable. The executive committee may exercise all of the powers of the board, except that the executive committee may not:  (1) Exercise its powers while a quorum of the board is actually convened for the conduct of business; (2) Declare a dividend or approve any other distribution to the parties in interest; (3) Make, alter, or repeal the bylaws of the holding company; (4) Elect or appoint any officer or director; or (5) Exercise any other power which this act specifically provides shall be exercised by at least a majority of all the directors. The minutes of each meeting of the executive committee shall be presented to the board of directors at its next meeting following the meeting of the executive committee. L.1989,c.165,s.12.
NJ Rev Stat § 17:12B-304 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-304 - Board officers; compensation

17:12B-304. Board officers; compensation  At the first meeting of the board of directors of the mutual state association holding company following each annual meeting, the board may elect a chairman of the board, and shall elect a president, either of whom may be chief executive officer, or another officer whom it may designate to be the chief executive officer, all of whom shall be directors, and a secretary and a Treasurer, neither of whom need be directors. Other officers of the mutual state association holding company may be appointed from time to time by the directors, as provided in the bylaws.  Reasonable compensation may be paid to directors of the mutual state association holding company for attendance at meetings of the board, or for service upon committees, or for other service rendered, and shall be fixed from time to time by a vote of a majority of the board. The commissioner may direct that the amount of compensation paid to directors of any mutual state association holding company be reduced if in his judgment it is excessive.  A mutual state association holding company may pay its officers any reasonable compensation as may be from time to time fixed by the board of directors. The commissioner may direct that the amount of compensation be reduced if in his judgment it is excessive.  L.1989,c.165,s.13.
NJ Rev Stat § 17:12B-305 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-305 - Distribution of surplus

17:12B-305. Distribution of surplus  The board of directors of the mutual state association holding company may, from time to time, by a majority vote of the directors, divide equitably any surplus which may be in excess of the amount required for the operations of the mutual state association holding company or to maintain the safety and soundness of the mutual state association holding company, and distribute the same to the respective members of its subsidiary capital stock state association or associations, in the manner prescribed by this act, and with the approval of the commissioner. The commissioner may, if the commissioner deems the surplus held by a mutual state association holding company to be excessive, order such a distribution to be made by the directors.  L.1989,c.165,s.14.
NJ Rev Stat § 17:12B-306 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-306 - Retention of interest in assets

17:12B-306. Retention of interest in assets  Upon the formation of a mutual state association holding company pursuant to the provisions of this act, the members of the organizing mutual state association shall retain the same interests in the assets of the mutual state association holding company as they had in the organizing mutual state association, and upon the reorganization of an organizing mutual state association into a mutual state association holding company and a subsidiary capital stock state association pursuant to this act, the members of the subsidiary capital stock state association shall retain the same interests in the mutual state association holding company. Any interest in the assets of the mutual state association holding company which are placed in a liquidation account as provided in section 8 of this act shall be for the benefit of the members of the organizing mutual state association, or the members of the subsidiary capital stock state association, as the case may be. Upon the merger or consolidation of a mutual state association holding company or capital stock state association holding company with another mutual state association holding company, the merger or consolidation agreement shall provide for the retention of any interests of the respective members of the subsidiary capital stock state association or state associations in the assets of the merged or consolidated mutual state association holding companies according to a fair valuation, as approved by the commissioner.  A mutual state association or capital stock state association that is a subsidiary of a mutual holding company shall have the power to issue to persons other than its parent holding company, an amount of preferred stock, common stock and securities convertible into common stock which in the aggregate does not exceed 49% of the issued and outstanding stock of the association. For purposes of this 49% limitation, outstanding securities that are convertible into common stock shall be considered as issued and outstanding common stock.  L.1989,c.165,s.15.
NJ Rev Stat § 17:12B-307 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-307 - Certificate of incorporation for subsidiary

17:12B-307. Certificate of incorporation for subsidiary  The directors of a mutual state association holding company which has been established pursuant to sections 7 through 15 of this act may apply to the commissioner to incorporate a capital stock state association in accordance with this section through section 24 of this act, as a subsidiary of the mutual state association holding company. They shall issue a certificate of incorporation stating:  a. The name by which the subsidiary capital stock state association shall be known; b. The street, street number and municipality in which the principal office of the subsidiary capital stock state association is to be located; c. The names and addresses of the directors of the mutual state association holding company who will be the incorporators of the subsidiary capital stock state association; d. The number of directors on the board of directors; e. The names of the persons who will serve as directors until their successors are elected and qualified; f. The amount of capital stock, the number of shares into which it is divided, and the par value of each share, not less than a majority of the total outstanding shares of which shall be held in the name of the mutual state association holding company; and  g. The amount of surplus with which the subsidiary capital stock state association will commence business. L.1989,c.165,s.16.
NJ Rev Stat § 17:12B-308 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-308 - Certificate of incorporation, affidavit to commissioner; contents of affidavit

17:12B-308. Certificate of incorporation, affidavit to commissioner; contents of affidavit  The certificate of incorporation of every subsidiary capital stock state association established pursuant to this act shall be submitted to the commissioner within 60 days after its execution, together with an affidavit made by each of its incorporators, setting forth:  a. That no fee, commission, or other compensation has been received, directly or indirectly, by the mutual state association holding company incorporators or by the subsidiary capital stock state association incorporators in the course of organizing the subsidiary capital stock state association, and that no promotion fees or charges have been provided or are contemplated;  b. A complete disclosure of all fees paid or agreed to be paid in the matter of chartering and organizing the proposed subsidiary capital stock state association; c. That at least a majority of the shares of the authorized stock of the subsidiary capital stock state association is held by the mutual state association holding company; and d. That the subsidiary capital stock state association proposes to: (1) Merge with the organizing mutual state association pursuant to section 25 of this act; or (2) Purchase the assets of the organizing mutual state association pursuant to section 25 of this act; or (3) Receive the assets and liabilities of the organizing mutual state association pursuant to subparagraph (b) of paragraph (2) of subsection c. of section 7 of this act. L.1989,c.165,s.17.
NJ Rev Stat § 17:12B-309 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-309 - Charter approval

17:12B-309. Charter approval  If the commissioner determines that the qualifications, experience and character of the proposed officers and directors of the subsidiary capital stock state association are sufficient to result in the successful operations of the subsidiary capital stock state association, and that the interests of the public will be served by the establishment of the subsidiary capital stock state association, and that the capital stock of the subsidiary capital stock state association is in accordance with the amount required for state associations pursuant to section 19 of P.L.1974, c.137 (C.17:12B-248), the commissioner may approve the charter.  L.1989,c.165,s.18.
NJ Rev Stat § 17:12B-310 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-310 - Powers of stockholders, board of directors

17:12B-310. Powers of stockholders, board of directors  a. The stockholders of a subsidiary capital stock state association shall have the power to make, alter, and repeal bylaws. The directors of the mutual state association holding company which holds stock in the subsidiary capital stock state association shall vote the shares held by the mutual state association holding company.  b. If the certificate of incorporation of the subsidiary capital stock state association so provides, the directors of the subsidiary capital stock state association may have the power to make, alter and repeal bylaws, but any exercise of this power by the board of directors shall be subject to alteration or repeal by the stockholders. The bylaws may contain any provision not inconsistent with law for the regulation of the affairs of the subsidiary capital stock state association.  c. If a board of directors is empowered by the bylaws to make, alter, and repeal bylaws it may not, however, exercise this power with respect to bylaws: (1) Fixing the number of directors of the subsidiary capital stock state association or the manner and time of determining this number; (2) Establishing the requirement for calling a special meeting of the stockholders; or (3) Setting forth the manner in which the bylaws may be made, altered, or repealed. L.1989,c.165,s.19.
NJ Rev Stat § 17:12B-311 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-311 - Bylaws

17:12B-311. Bylaws  Bylaws shall not be made, altered, or repealed by the stockholders of a subsidiary capital stock state association, except at an annual or special meeting of the stockholders, and by the affirmative vote of the holders of a majority of the capital stock of the subsidiary capital stock state association eligible to vote.  Bylaws shall not be made, altered or repealed by the board of directors of the subsidiary capital stock state association except by the affirmative vote of a majority of the whole board at any regular or special meeting of the board, unless at least two days' prior written notice of the intended action shall have been given to the directors. This notice may be waived by a director at or prior to the meeting.  L.1989,c.165,s.20.
NJ Rev Stat § 17:12B-312 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-312 - Amendment of certificate of incorporation

17:12B-312. Amendment of certificate of incorporation  21. Whenever the board of directors of a subsidiary capital stock state association deems it advisable to amend the certificate of incorporation, it shall adopt a resolution setting forth the proposed amendment, which amendment shall be approved, at a meeting of the stockholders entitled to vote, by at least 2/3 of the capital stock entitled to vote. If the holders of 2/3 of the shares of capital stock entitled to vote approve the amendment, a certificate of this approval shall be attested by two officers of the state association, one of whom shall be the president or vice president, and shall be submitted to the commissioner for approval. A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or denied earlier by the commissioner in writing. Upon approval pursuant to this section, the certificate of incorporation shall thereupon be amended as set forth in the certificate of amendment. L.1989,c.165,s.21; amended 2000, c.69, s.11.
NJ Rev Stat § 17:12B-313 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-313 - Governance of subsidiary

17:12B-313. Governance of subsidiary  The annual meetings, voting rights of stockholders, liability of stockholders and the maintenance of a subsidiary capital stock state association's books and records shall be governed by the provisions of Article XXI of P.L.1974, c.137 (C.17:12B-244 et seq.). L.1989,c.165,s.22.
NJ Rev Stat § 17:12B-314 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-314 - Dividends

17:12B-314. Dividends  A subsidiary capital stock state association may declare dividends on its capital stock pursuant to the provisions of section 30 of P.L.1974, c.137 (C.17:12B-259). L.1989,c.165,s.23.
NJ Rev Stat § 17:12B-315 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:12B-315 - Merger

17:12B-315. Merger  a. All other powers, rights, and privileges of a converted state association or a subsidiary capital stock state association not expressly provided for in this act shall be governed by the laws of this State relating to state associations, including the laws relating to capital stock state associations, but in any case where any power of investment of a mutual state association is limited to a percentage of its capital deposits or surplus, any limitation upon a subsidiary capital stock state association shall be expressed in terms of total capital funds, as defined by the commissioner by regulations.  b. A subsidiary capital stock state association or a converted state association may merge with a mutual state association or with a capital stock state association pursuant to the provisions of Article XIII of P.L.1963, c.144 (C.17:12B-198 et seq.) and section 37 of P.L.1974, c.137 (C.17:12B-266). In the event of the merger of a subsidiary capital stock state association or converted state association with another state association, in which the resulting state association shall be a subsidiary capital stock state association or capital stock state association held by a mutual state association holding company, the plan of merger or consolidation shall provide for the retention of any interest of the members of the merging or consolidating state association in the assets of the resulting state association's parent mutual state association holding company according to a fair valuation.  L.1989,c.165,s.24.