reglab/housing_qa huggingface dataset:
NJ Rev Stat § 17:9A-385 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-385 - Factors for consideration

17:9A-385. Factors for consideration  In determining whether to approve an acquisition of shares or offer to acquire shares pursuant to section 2 of this act, the commissioner shall consider the following factors:  a. With respect to the applicant:  (1) The financial condition and the resources of the applicant;  (2) The competence, character, and banking experience of the applicant, including the applicant's record of compliance with laws and regulations;  (3) Whether the applicant has (i) employed any device, scheme or artifice to defraud; or (ii) obtained or will obtain any money or property by means of any untrue statement of a material fact or any omission of a material fact; or (iii) engaged in any act, transaction, practice or course of business which operates or would operate as a fraud or deceit upon the capital stock savings bank, the shareholders of the capital stock savings bank, the depositors thereof, or the public at large; and  (4) The applicant's plans and intentions with respect to the operation of the capital stock savings bank.  b. With respect to the capital stock savings bank:  (1) The financial condition and prospects of the capital stock savings bank, which shall include consideration as to the sufficiency of current or projected capital positions, as well as the level of indebtedness of the capital stock savings bank before and after the acquisition;  (2) The convenience and needs of the depositors and the communities served by the capital stock savings bank; and  (3) The effect of the proposed acquisition on the safety and soundness of the capital stock savings bank.  c. Whether approval of the application would result in a person owning more shares than are permitted by the capital stock savings bank's charter or bylaws, in which case the commissioner shall not approve the application; except that this subsection shall not apply to an application for the acquisition of shares of a capital stock savings bank that the commissioner determines is in an unsafe or unsound condition.  In the event the commissioner grants approval of an acquisition of shares as described in subsection a. of this section, the approval shall apply only to the specific transaction set forth by the applicant in his application, and any subsequent acquisition which would further increase the applicant's beneficial ownership or control of the then-outstanding voting shares of the capital stock savings bank shall require the commissioner's prior approval in the same manner required under this act.  L. 1987, c. 201, s. 4.
NJ Rev Stat § 17:9A-386 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-386 - Voter ineligibility; registration

17:9A-386. Voter ineligibility; registration  5. a. Any shares in excess of 25% of the outstanding voting shares of a capital stock savings bank which are acquired in violation of sections 2 through 4 of P.L.1987, c.201 (C.17:9A-383 through 17:9A-385) shall not be eligible to be voted and shall not be counted in determining the number of shares outstanding for the purpose of determining the number or percent of shares required for shareholder action.  b. All shares of stock in a capital stock savings bank shall be registered in the name of the true owner of the shares, and if held as nominee or in trust or otherwise for the benefit of any other person, the person listed as registered owner shall disclose to the capital stock savings bank the names and addresses of all persons who hold a beneficial interest in the shares on written demand by the capital stock savings bank.  L.1987,c.201,s.5; amended 1995,c.24,s.4.
NJ Rev Stat § 17:9A-388 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-388 - Formation of mutual savings bank holding company

17:9A-388. Formation of mutual savings bank holding company  The board of managers of an organizing mutual savings bank, by 2/3 vote of the board, may apply to the commissioner to form a mutual savings bank holding company which may be formed in accordance with either subsection a., b., or c. of this section.  a. The board of managers of an organizing mutual savings bank may incorporate a mutual savings bank holding company pursuant to the provisions of section 8 of this act, and subsequently:  (1) Convert to a capital stock savings bank pursuant to section 26 of this act; or  (2) If the mutual savings bank holding company has formed a subsidiary capital stock savings bank pursuant to sections 16 through 24 of this act, either (i) merge with the subsidiary capital stock savings bank pursuant to section 25 of this act or (ii) sell or transfer its assets and liabilities to the subsidiary capital stock savings bank and dissolve pursuant to article 32 of P.L. 1948, c. 67 (C. 17:9A-207); or  b. The board of managers of an organizing mutual savings bank may form a mutual savings bank holding company by:  (1) Incorporating a subsidiary capital stock savings bank pursuant to sections 16 through 24 of this act; and  (2) Transferring the substantial part of the organizing mutual savings bank's assets and liabilities, including all of its deposit liabilities, to the subsidiary capital stock savings bank in return for a majority of the capital stock of the subsidiary capital stock savings bank in accordance with section 17 of this act. Capital deposits and surplus in an amount approved by the commissioner may be retained by the organizing mutual savings bank, which shall be deemed a mutual savings bank holding company, if it follows the procedures set forth in section 27 of this act; or  c. The board of managers of an organizing mutual savings bank may form a mutual savings bank holding company by any other method of reorganization approved by the commissioner.  L. 1987, c. 201, s. 7.
NJ Rev Stat § 17:9A-389 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-389 - Certificate of incorporation

17:9A-389. Certificate of incorporation  a. The board of managers of the organizing mutual savings bank shall execute a certificate of incorporation for the mutual savings bank holding company stating:  (1) The name by which the mutual savings bank holding company shall be known;  (2) The street, street number, and municipality where the principal office of the mutual savings bank holding company is to be located;  (3) The names and addresses of the trustees of the organizing mutual savings bank;  (4) The number of trustees of the mutual savings bank holding company;  (5) The names of persons who are to act as trustees of the mutual savings bank 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 savings bank to the mutual savings bank holding company; and  (7) Any other provisions as the incorporators of the mutual savings bank holding company deem necessary, or as are required by the commissioner by regulation.  b. The certificate of incorporation of a mutual savings bank holding company shall provide for the retention of any interests of the respective depositors of the organizing mutual savings bank in the assets of the organizing mutual savings bank, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual savings bank to the mutual savings bank holding company.  c. The certificate of incorporation of the mutual savings bank holding company shall also provide that a liquidation account shall be established, on terms established or approved by the commissioner.  L. 1987, c. 201, s. 8.
NJ Rev Stat § 17:9A-390 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-390 - Approval of charter

17:9A-390. Approval of charter  If the commissioner determines that the establishment of a mutual savings bank holding company is in the best interests of the depositors of the organizing mutual savings bank, that the qualifications, experience and character of the proposed officers and directors of the mutual savings bank holding company are sufficient to result in the successful operation of the mutual savings bank holding company, and that the interests of the public will be served by the establishment of a mutual savings bank holding company, that the mutual savings bank holding company is adequately capitalized, and that the establishment of the mutual savings bank holding company otherwise meets the requirements of law, he may approve the charter.  L. 1987, c. 201, s. 9.
NJ Rev Stat § 17:9A-391 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-391 - General powers

17:9A-391. General powers  a. The general powers of the mutual savings bank 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 savings bank holding companies shall be subject to the requirements of chapter 4 of Title 14A of the New Jersey Statutes, article 28 of P.L. 1948, c. 67 (C. 17:9A-188 through C. 17:9A-195), article 29 of P.L. 1948, c. 67 (C. 17:9A-196) and article 30 of P.L. 1948, c. 67 (C. 17:9A-197 and C. 17:9A-198), 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 savings bank holding company, a mutual savings bank holding company may:  (1) With the prior approval of the commissioner, merge with or into, or consolidate with, another mutual savings bank holding company or capital stock savings bank holding company;  (2) With the prior approval of the commissioner, incorporate a new subsidiary capital stock savings bank pursuant to the provisions of sections 16 through 24 of this act; except that paragraph (4) of subsection (a) of section 17 of this act shall not apply to such subsidiary capital stock savings bank;  (3) With the prior approval of the commissioner, convert itself into a capital stock savings bank 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 such power or engage in such activity authorized for a bank holding company or savings and loan holding company as the commissioner shall by regulation permit.  c. The commissioner may exercise any of the powers vested in him by article 42 of P.L. 1948, c. 67 (C. 17:9A-226 et seq.) with respect to the affairs of the mutual savings bank holding company. The mutual savings bank holding company or capital stock savings bank holding company shall be subject to the requirements of subsection a. of section 2, section 3, and section 5 of P.L. 1986, c. 6. Whenever in said sections the term "bank holding company" is used it shall be deemed to refer also to a mutual savings bank holding company or a capital stock savings bank holding company and the term "bank" shall be deemed to refer also to a savings bank.  d. Notwithstanding the provisions of subsection b. of this section, or the provisions of P.L. 1986, c. 5 (C. 17:9A-370 et seq.), a mutual savings bank holding company or a capital stock savings bank holding company shall not be granted authority to exercise any powers granted to a bank holding company pursuant to P.L. 1986, c. 5.  L. 1987, c. 201, s. 10.
NJ Rev Stat § 17:9A-392 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-392 - Board of directors

17:9A-392. Board of directors  Every mutual savings bank 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 savings bank 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 calendar 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. 1987, c. 201, s. 11.
NJ Rev Stat § 17:9A-393 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-393 - Bylaws; executive committee

17:9A-393. Bylaws; executive committee  a. The board of directors of every mutual savings bank 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. 1987, c. 201, s. 12.
NJ Rev Stat § 17:9A-394 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-394 - Election of officers

17:9A-394. Election of officers  At the first meeting of the board of directors of the mutual savings bank 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 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 savings bank 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 savings bank 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 savings bank holding company be reduced if in his judgment it is excessive.  A mutual savings bank 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. 1987, c. 201, s. 13.
NJ Rev Stat § 17:9A-395 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-395 - Distribution of surplus

17:9A-395. Distribution of surplus  The board of directors of the mutual savings bank 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 savings bank holding company or to maintain the safety and soundness of the mutual savings bank holding company, and distribute the same to the respective depositors of its subsidiary capital stock savings bank or banks, in the manner prescribed by this act, and with the approval of the commissioner. The commissioner may, if he deems the surplus held by a mutual savings bank holding company to be excessive, order such a distribution to be made by the directors.  L. 1987, c. 201, s. 14.
NJ Rev Stat § 17:9A-396 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-396 - Retention of interests in assets

17:9A-396. Retention of interests in assets  Upon the formation of a mutual savings bank holding company pursuant to the provisions of this act, the depositors of the organizing mutual savings bank shall retain the same interests in the assets of the mutual savings bank holding company as they had in the organizing mutual savings bank and, upon the reorganization of an organizing mutual savings bank into a mutual savings bank holding company and a subsidiary capital stock savings bank pursuant to this act, the depositors of the subsidiary capital stock savings bank shall retain the same interests in the mutual savings bank holding company. Any interests in the assets of the mutual savings bank holding company which are placed in a liquidation account as provided in section 8 of this act shall be for the benefit of the depositors of the organizing mutual savings bank, or the depositors of the subsidiary capital stock savings bank, as the case may be. Upon the merger or consolidation of a mutual savings bank holding company or capital stock savings bank holding company with another mutual savings bank holding company, the merger or consolidation agreement shall provide for the retention of any interests of the respective depositors of the subsidiary capital stock savings bank or banks in the assets of the merged or consolidated mutual savings bank holding companies according to a fair valuation, as approved by the commissioner.  L. 1987, c. 201, s. 15.
NJ Rev Stat § 17:9A-397 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-397 - Incorporation of subsidiary bank

17:9A-397. Incorporation of subsidiary bank  The directors of a mutual savings bank 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 savings bank in accordance with this section through section 24 of this act, as a subsidiary of the mutual savings bank holding company. They shall issue a certificate of incorporation stating:  a. The name by which the subsidiary capital stock savings bank shall be known;  b. The street, street number and municipality in which the principal office of the subsidiary capital stock savings bank is to be located;  c. The names and addresses of the directors of the mutual savings bank holding company who will be the incorporators of the subsidiary capital stock savings bank;  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 savings bank holding company; and  g. The amount of surplus with which the subsidiary capital stock savings bank will commence business.  L. 1987, c. 201, s. 16.
NJ Rev Stat § 17:9A-398 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-398 - Submission of certificate of incorporation

17:9A-398. Submission of certificate of incorporation  a. The certificate of incorporation of every subsidiary capital stock savings bank 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:  (1) That no fee, commission, or other compensation has been paid, directly or indirectly, by the mutual savings bank holding company or by the subsidiary capital stock savings bank in the course of organizing the subsidiary capital stock savings bank, and that no promotion fees or charges have been provided or are contemplated;  (2) A complete disclosure of all fees paid or agreed to be paid in the matter of chartering and organizing the proposed subsidiary capital stock savings bank;  (3) That at least a majority of the shares of the authorized stock of the subsidiary capital stock savings bank is held by the mutual savings bank holding company; and  (4) That the subsidiary capital stock savings bank proposes to:  (a) Merge with the organizing mutual savings bank pursuant to section 25 of this act; or  (b) Purchase the assets of the organizing mutual savings bank pursuant to section 25 of this act; or  (c) Receive the assets and liabilities of the organizing mutual savings bank pursuant to paragraph (2) of subsection b. of section 7 of this act.  b. The commissioner may grant a certificate of authority to a subsidiary capital stock savings bank pursuant to the provisions of section 14 of P.L. 1948, c. 67 (C. 17:9A-14).  L. 1987, c. 201, s. 17.
NJ Rev Stat § 17:9A-399 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-399 - Approval of charter

17:9A-399. Approval of charter  If the commissioner determines that the qualifications, experience and character of the proposed officers and directors of the subsidiary capital stock savings bank are sufficient to result in the successful operation of the subsidiary capital stock savings bank, and that the interests of the public will be served by the establishment of the subsidiary capital stock savings bank, and that the capital stock of the subsidiary capital stock savings bank is in accordance with the amount required for banks pursuant to section 4 of P.L. 1948, c. 67 (C. 17:9A-4), he may approve the charter.  L. 1987, c. 201, s. 18.
NJ Rev Stat § 17:9A-400 (2021)
2021 New Jersey Revised Statutes|Title 17 - Corporations and Institutions for Finance and Insurance|Section 17:9A-400 - Bylaws of subsidiary

17:9A-400. Bylaws of subsidiary  a. The stockholders of a subsidiary capital stock savings bank shall have the power to make, alter, and repeal bylaws. The directors of the mutual savings bank holding company which holds stock in the subsidiary capital stock savings bank shall vote the shares held by the mutual savings bank holding company.  b. If the certificate of incorporation of the subsidiary capital stock savings bank so provides, the directors of the subsidiary capital stock savings bank 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 savings bank.  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 savings bank 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. 1987, c. 201, s. 19.