reglab/statecodes huggingface dataset:
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167f - Investments and Other Powers › Section 10 - Investment, Etc. in Services From Another Bank for Purposes of Obtaining or Furnishing Technology, Trust Services, Operation Functions, Staff, Etc.

Section 10. A bank may or in participation with a federal bank, a foreign bank, an out-of-state bank or an out-of-state federal bank, as defined in section 1 of chapter 167 invest in, establish, operate or subscribe for services from another bank, federal bank, foreign bank, out-of-state bank or out-of-state federal bank or a subsidiary thereof or any other business entity for the purpose of obtaining for or furnishing to the bank technology, trust services, financial planning, compliance, internal audits, human resource or other operation functions, management or staff generally required by a bank.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 1 - Definitions

Section 1. The following words as used in this chapter, unless the context otherwise requires, shall have the following meanings:
''Bank'' or ''such bank'', a savings bank, cooperative bank, trust company or limited purpose trust company.
''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.
''Officer'', any individual designated as such in accordance with the by-laws including, whether or not so designated, the president, vice-president, treasurer, and the clerk or secretary or any individual who performs the duties appropriate to those offices.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 2 - Trust Department; Authorization

Section 2. With the written authority of the commissioner any such bank may have a trust department in which all business conducted by such department shall be segregated from its general business. The commissioner may grant or refuse such authority after such investigation of the affairs of the bank as the commissioner deems appropriate.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 4 - Segregation of Funds, Etc.

Section 4. Money, property or securities received, invested or loaned by the trust department of any such bank, shall be a special deposit in such corporation, and the accounts thereof shall be kept separate. Such funds and the investment or loans thereof shall be specially appropriated to the security and payment of such deposits, shall not be mingled with the investments of the capital stock or other money or property belonging to such bank, or be liable for the debts or obligations thereof.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 6 - Surety Required Upon Bonds Filed by Bank as Fiduciary

Section 6. No surety shall be required upon the bonds filed by such bank as fiduciary except that the court making such an appointment other than of a trustee, may, upon application by an interested person, require the bank so appointed to give such security, in addition to that provided by section nine as the court may consider proper, and upon failure of such bank to give the security required, may revoke such appointment and remove such bank.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 7 - Returns and Papers Signed and Sworn to by Bank Officers

Section 7. In all proceedings in the probate court or elsewhere, connected with any authority exercised by the trust department, all accounts, returns and other papers may be signed and sworn to, in behalf of such bank by any officer thereof duly authorized by it, who has knowledge of the subject matter covered therein, and the answers and examinations under oath of said officer shall be received as the answers and examinations of such bank. The court may order and compel an officer of such bank to answer and attend said examination in the same manner as if he, instead of the bank, were a party to the proceeding.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167g - Trust Department › Section 8 - Funds Held in Trust Department Awaiting Investment or Distribution

Section 8. Notwithstanding section 4, funds held in the trust department of any bank awaiting investment or distribution may be deposited in its banking department if such bank shall first transfer to its trust department, to be held as security therefor, bonds, notes, bills and certificates of indebtedness of the United States, of the commonwealth, or of any of the states or any other securities in which the bank may legally invest, of an aggregate value of not less an amount than funds so deposited, and such bank shall at all times maintain the value of such security at such amount; provided, however, that such security shall not be required to the extent that the funds so deposited are insured by the Federal Deposit Insurance Corporation.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 1 - Definitions

Section 1. As used in this chapter the following words, unless the context otherwise requires, shall have the following meanings:—
''Commissioner'', the commissioner of banks.
''Interim bank'', a Massachusetts or federal bank, out-of-state bank or out-of-state federal bank organized solely to participate in and facilitate an acquisition, reorganization or other corporate transaction. A Massachusetts bank which is an interim bank shall be organized under chapter 167I.
''Mutual banking institution'', a Massachusetts savings or cooperative bank operating in mutual form.
''Mutual holding company'', a mutual banking institution reorganized in accordance with this chapter to hold all or part of the shares of capital stock of a subsidiary banking institution.
''Securities'', (a) stock of any kind including without limitation preferred or common stock, (b) securities convertible into or exchangeable for stock of any kind, and (c) warrants, options or other rights for the issuance of stock of any kind or of securities convertible into or exchangeable for stock of any kind.
''Subsidiary banking institution'', the banking institution resulting from the reorganization of a mutual banking institution in accordance with section three, all or part of the capital stock of which is held by a mutual holding company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 3 - Notice of Proposed Reorganization to Commissioner; Factors to Be Considered

Section 3. A mutual banking institution proposing to reorganize as a mutual holding company pursuant to this chapter shall provide the commissioner with sixty days prior written notice of such proposed reorganization. The notice shall include a copy of the plan of reorganization and shall contain such other information as the commissioner may require.
Unless the commissioner approves the formation of the proposed mutual holding company by a written notice issued to the mutual banking institution proposing to reorganize, within sixty days after receipt of notice of the proposed reorganization or, extends for another thirty days the period during which such approval may be issued, such mutual banking institution shall not proceed with such proposed reorganization. If the commissioner so extends the period within which such approval may be issued but within such extended period does not approve, the mutual banking institution shall not proceed with such proposed reorganization.
In order to determine whether to approve the formation of a mutual holding company in accordance with the proposed reorganization plan, the commissioner shall consider the following factors:
(1) whether the formation of the proposed mutual holding company will be unfair or prejudicial to the depositors of the mutual banking institution proposing to reorganize as a mutual holding company;
(2) whether the interest of the public will be served by the formation of the proposed mutual holding company;
(3) whether disapproval is necessary to prevent unsafe or unsound banking practices;
(4) the financial and management resources of the mutual banking institution proposing to reorganize; and
(5) the competence, character and banking experience of the applicant, including its record of compliance with applicable laws and regulations.
In connection with a reorganization in accordance with this section, a mutual banking institution may, subject to the approval of the commissioner, retain assets at the mutual holding company level to the extent that such assets are not then required to be transferred to the subsidiary banking institution in order to satisfy capital or reserve requirements of any applicable state or federal law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 4 - Board of Corporators; Members; Term; Election

Section 4. (a) A mutual holding company shall be governed by a board of corporators and shall further be governed in accordance with the charter and by-laws of the mutual holding company as adopted or amended in connection with the reorganization authorized under subsection (a) of section two or as amended by the corporators thereafter. Such board of corporators shall have at least twenty-five members and may, at a legal meeting thereof, elect by ballot any person to be a corporator. Corporators shall be elected for a term of ten years; provided, however, that no person shall serve as a corporator of more than one mutual holding company. Not more than three-fifths of the corporators of a mutual holding company shall be trustees or officers thereof at any one time.
(b) With respect to a mutual holding company formed through the reorganization of a savings bank, the board of corporators shall initially consist of the board of corporators of such savings bank as constituted pursuant to section nine of chapter one hundred and sixty-eight. Such corporators shall, after the formation of the mutual holding company, continue to serve as corporators for the balance of the terms to which they were elected under said section nine.
(c) With respect to a mutual holding company which has been formed through the reorganization of a cooperative bank, the board of corporators shall be elected by a majority of the shareholders of such cooperative bank at the meeting at which the plan of reorganization is approved. Such election shall be in accordance with the provisions of subsection (b) of section two which are applicable to such approval of the plan of reorganization.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 5 - Application for Proposed Formation of Subsidiary Banking Institution; Factors to Be Considered; Issuance of Charter

Section 5. The mutual banking institution proposing to form a subsidiary banking institution shall submit an application therefor to the board of banking incorporation, together with such fee as determined by the commissioner of administration annually in accordance with the provisions of section three B of chapter seven, containing such information as the board may require including articles of organization stating (i) the name of the subsidiary banking institution, (ii) the address of the principal office of the same, (iii) the amount, authorized number and par value of the shares of its capital stock, (iv) the minimum amount of capital and surplus with which the subsidiary banking institution shall commence business, which amount may be less than its authorized capital but shall not be less than that required by section three, and (v) the name and address of each prospective initial director of the said subsidiary banking institution.
The board, before approving such application and articles of organization and issuing a charter, shall consider whether (1) the formation of the said subsidiary banking institution would be unfair or prejudicial to the depositors of the mutual banking institution proposing to reorganize as a mutual holding company, (2) the interest of the public will be served by the formation of the subsidiary banking institution, (3) the formation of such subsidiary banking institution is in accordance with safe and sound banking practices, and (4) the financial and management resources of the mutual banking institution proposing to reorganize as a mutual holding company warrant approval of such proposal.
If the board approves such application and articles of organization, it shall issue a charter and two copies of a certificate of authority to such subsidiary banking institution to commence the business of a stock savings bank or a stock cooperative bank, as the case may be. Such subsidiary banking institution shall file one copy of the certificate of authority, together with a copy of the articles of organization, with the secretary of state.
No subsidiary banking institution shall commence business until its insurable accounts or deposits are insured by the appropriate deposit insurer and until a certificate of authority has been issued and filed with the secretary of state; provided, however, that the acceptance of subscriptions for such deposits as may be necessary to obtain the required insurance shall not be considered to be commencing business.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 6 - Rights, Powers and Privileges of Reorganized Mutual Banking Institution; Corporate Governance Procedures

Section 6. Upon the reorganization of a mutual banking institution into a mutual holding company, the mutual holding company shall (i) continue to possess and exercise all the rights, powers and privileges, except deposit-taking powers, of a mutual banking institution and (ii) shall be subject to the limitations and restrictions imposed on bank holding companies by chapter 167A and by applicable federal law and regulations.
To the extent not inconsistent with the above, a mutual holding company may elect to follow the corporate governance procedures of the General Laws and shall designate in its by-laws the body of law selected for its corporate governance procedures.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 7 - Mutual Holding Company; Powers and Duties

Section 7. A mutual holding company organized under this chapter may:
(1) invest in the stock of 1 or more banking institutions, as defined in section 1 of chapter 167A, or a limited purpose trust company, as defined in section 1 of chapter 167I, which conducts trust and fiduciary business but does not take deposits or otherwise carry on a banking business;
(2) acquire a mutual banking institution, a credit union, as defined in section 1 of chapter 171, a federal credit union, as defined in section 1 of chapter 171, a federal bank, as defined in section 1 of chapter 167, in mutual form, an out-of-state bank, as defined in section 1 of chapter 167, in mutual form and an out-of-state federal bank, as defined in section 1 of chapter 167, in mutual form through consolidation or merger of such institution with its subsidiary banking institution;
(3) merge with or acquire another state or federal mutual holding company or merge with and into or be acquired by another state or federal mutual holding company; provided, that any such mutual holding company shall have as 1 of its subsidiaries a subsidiary banking institution or a federally-chartered or state-chartered bank, which was in mutual form until it reorganized into a mutual holding company under federal law or the law of another state;
(4) merge with or acquire a bank holding company, as defined in section 1 of chapter 167A, or a company in stock form controlling 1 bank that was organized or converted to stock form; provided that the mutual holding company is the continuing entity;
(5) invest in a corporation, the purchase of the capital stock of which is permitted for a banking institution under state law;
(6) exercise any other power or engage in any activity permitted to a mutual banking institution chartered by the commonwealth;
(7) engage directly or indirectly only in such activities as are now or may hereafter be proper activities for bank holding companies under chapter 167A or by applicable federal law or regulations; and
(8) exercise any rights, waive any rights or take or waive any other action with respect to any securities of any subsidiary banking institution which are held by such mutual holding company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 8 - Registration With Commissioner; Requisite Information

Section 8. Each mutual holding company shall register with the commissioner on forms prescribed by him which shall include such information with respect to the financial condition, operations, management and intercompany relationships of the mutual holding company and its affiliates and related matters as he may deem necessary or appropriate to carry out the purposes of this chapter. The commissioner may, in his discretion, extend the time within which a mutual holding company shall register and file the requisite information.
The commissioner, from time to time, may require reports under oath to keep him informed as to whether the provisions of this chapter and any regulations established thereunder have been complied with, and he may make examinations of each mutual holding company and each affiliate thereof, the cost of which shall be assessed against and paid by such mutual holding company.
The commissioner may establish such rules and regulations as he deems necessary to carry out the purposes of this chapter.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 10 - Acquisition or Merger With Another Holding Company

Section 10. If a mutual holding company acquires or merges with another holding company under the provisions of clause (3) of section seven, the holding company acquired or the holding company resulting from such merger or acquisition may only invest in assets and engage in activities which are authorized under section seven.
Not later than two years following any such merger or acquisition, the acquired holding company or the holding company resulting from such merger or acquisition shall (i) dispose of any asset which is an asset in which a mutual holding company may not invest under section seven, and (ii) cease any activity which is an activity in which a mutual holding company may not engage under said section seven.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 11 - Subsidiary Banking Institution; Issuance of Securities to General Public

Section 11. In addition to its powers under the banking laws, any subsidiary banking institution shall, with the prior approval of the commissioner and subject to such regulations as he may prescribe, have the right to issue any securities as defined in section one and to take or waive any action in connection with any such issuance or otherwise with respect to any such securities; provided, however, that in no event shall the mutual holding company hold less than fifty-one percent of the combined voting power of all classes of securities of the subsidiary banking institution that have voting power in the election of directors of such subsidiary banking institution, and each time securities of the subsidiary banking institution are offered to the general public for a price payable in cash to the subsidiary banking institution, eligible account holders, as defined in the regulations prescribed by the commissioner, shall receive, without payment, nontransferable subscription rights to purchase such securities for the same price in the manner and to the extent set forth in such regulations. For purposes of this chapter an offer to the general public shall mean an offer to investors generally. It shall not include an offering in connection with an employee stock option or other employee benefit plan, an offering to the holders of convertible or other securities of the subsidiary banking institution, an offering in connection with a merger, acquisition or reorganization or any other similar limited offering.
From and after the time that securities of the subsidiary banking institution have been sold to the general public, there shall be at least two directors of the subsidiary banking institution who are independent and do not serve as an officer, director or employee of, and or not otherwise affiliated with, the mutual holding company or any other subsidiary or affiliate of the mutual holding company.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 12 - Conversion of Mutual Holding Company to a Mutual Banking Institution

Section 12. A mutual company directly or indirectly controlling or owning 1 or more wholly owned stock bank subsidiaries or stock holding companies may elect to convert from a mutual holding company to a mutual banking institution organized under the original charter of its subsidiary banking institution, subject to approval of the commissioner and subject to the following conditions:
(1) the conversion of the mutual holding company to a mutual banking institution shall be effected pursuant to a plan of conversion approved by the commissioner and a vote of 2/3 of the corporators of the mutual holding company;
(2) all direct or indirect wholly owned stock bank subsidiaries and stock holding companies of the mutual holding company shall be merged into the resulting mutual banking institution;
(3) the reorganized mutual banking institution shall assume all assets and liabilities of any direct or indirect wholly owned stock bank subsidiary or stock holding company and shall retain deposit insurance from the Federal Deposit Insurance Corporation and the excess deposit insurer of its subsidiary banking institution; and
(4) such other provisions as the commissioner may require.
The commissioner may promulgate rules and regulations to carry out this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 6 - Age and Concentration Limitations for Approval of Application for Merger or Consolidation

Section 6. The commissioner shall not approve an application for a merger or consolidation pursuant to this chapter if the bank sought to be acquired has been in existence for less than 3 years or if, as a result of any such merger, the applicant would control more than 30 per cent of the total deposits, exclusive of foreign deposits, of all depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that either said age requirement or concentration limit, or both, may be waived by the commissioner if economic conditions warrant such waiver. For the purposes of this section, ''foreign deposits'' shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 9 - Conversion of Mutual Bank to Stock Bank

Section 9. Notwithstanding any general or special law to the contrary, a mutual bank, subject to approval of the commissioner, may convert to a stock bank.
Any mutual bank which converts to a stock bank shall have all the powers and privileges of a savings bank or co-operative bank, as applicable.
The commissioner shall have the authority to conduct a supervisory conversion of a mutual bank to stock form if the commissioner determines that upon liquidation of the mutual bank there would be no equity value realizable by the depositors of the mutual bank.
The commissioner shall prescribe from time to time such rules and regulations as may be necessary or proper in carrying out this section.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 10 - Conversion of Credit Union to Mutual Bank

Section 10. A credit union may convert to a mutual bank pursuant to section 80A of chapter 171. A federally-chartered credit union may convert to a mutual bank pursuant to the Federal Credit Union Act subject to the approval of the commissioner under such conditions as may be imposed by the commissioner and subsection (m) of section 80A of chapter 171.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 11 - Consolidation, Merger or Conversion of Mutual Bank or Stock Bank Into Federally-Chartered Bank or Thrift Institution

Section 11. A mutual bank or stock bank, by vote of at least 2/3 of its voting body, at a meeting duly called for the purpose, preceded by a notice in writing sent to each member of the voting body and to the commissioner by mail at least 60 days before said meeting, may consolidate or merge into or convert into a federally-chartered bank or thrift institution in accordance with the laws of the United States and without the approval of any authority of the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 12 - Conversion of Federally-Charted Bank or Thrift Institution Into Bank Chartered Pursuant to Chapter 168, 170 or 172

Section 12. By any votes required under federal law and the filing of such documents as the commissioner shall prescribe and under such terms and conditions as the commissioner may impose, a federally-chartered bank or thrift institution, upon approval by the commissioner, shall be converted into a bank chartered pursuant to chapter 168, 170 or 172, and shall not, in connection with or upon such conversion, be subject to the requirements of the General Laws with respect to the organization and commencement of business of such a bank; provided, however, that such conversion shall comply with the laws of the United States.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 15 - Dissolution and Liquidation of Bank

Section 15. Subject to the written approval of the commissioner, a bank may be dissolved and liquidate its affairs if authorized by a vote passed, at a meeting specially called to consider the subject, by at least 2/3 of the voting body of the bank. A committee of 3 members shall thereupon be elected, and, under such regulations as may be prescribed by the commissioner, shall liquidate the assets and after satisfying all debts of the bank shall distribute the remaining proceeds among those entitled thereto in proportion to their respective interests therein.
For the purposes of this section, ''members'' shall mean trustees in a savings bank in mutual form; shareholders in a co-operative bank in mutual form and stockholders in a bank in stock form.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167i - Corporate Bank Transactions: Mergers, Consolidations, Purchase of Assets and Conversions › Section 18 - Interim Banks

Section 18. Notwithstanding any general or special law to the contrary, the commissioner may, subject to such terms and conditions as the commissioner may impose, grant a certificate to establish an interim bank, which may be a savings bank, co-operative bank or a trust company, owned by a bank holding company or a banking institution, as defined in section 1 of chapter 167A, or a mutual holding company, as defined in section 1 of chapter 167H, for the sole purpose of facilitating a multi-step corporate transaction involving a bank, as defined in section 1 of chapter 167; provided, however, that the interim bank under this chapter, chapter 167A, 167H, 167I or any other chapter shall not receive deposits or otherwise carry on a banking business under the laws of the commonwealth.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 1 - Definitions

Section 1. As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:—
''Bank'', an association or corporation chartered by the commonwealth under chapter 167H, 168, 170 or 172.
''Board'', the board of trustees or directors in a bank.
''Capital stock'', the sum of the par value of the preferred and common shares of capital stock of a stock corporation, issued and outstanding.
''Commissioner'', the commissioner of banks.
''Mutual bank'', an association or corporation chartered by the commonwealth under chapter 168 or 170 which is in mutual form.
''Stock corporation'', a savings bank under chapter 168, a co-operative bank under chapter 170, which has been chartered, converted or reorganized to a stockholder form of corporation or a trust company under chapter 172.
''Surplus account'', an account so designated on the books of a bank and consisting of amounts required by law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 3 - Duties of Treasurer of Bank Under Other Provisions of Law

Section 3. In addition to the duties imposed by law upon the treasurer of a bank, or the officer or employee thereof charged with the duties and functions usually performed by the treasurer, such officer shall also be responsible for the performance of all acts and duties required of such corporation by chapters 167, 167A to 167J, inclusive, 168, 170, 172 and other laws as such provisions are applicable to such officer or to such bank except in so far as such performance has been expressly imposed on some other officer or employee of such bank by its regulations or by-laws or by provision of law.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 4 - Misconduct of Officer, Director, Agent or Employee of Bank

Section 4. Any officer, trustee, director, agent or employee of any bank, who knowingly and willfully does any act forbidden to the individual or to such bank by chapters 167, 167A to 167J, inclusive, 168, 170, 172, and other laws as such provisions are applicable to such officer or to such bank, or who knowingly and willfully aids or abets the doing of any act so forbidden to such bank or to any other officer, director, agent or employee thereof, or who knowingly and willfully fails to do any act required of the individual by any such provision, or who knowingly and willfully fails to do any act which is required of such bank by any such provision the performance of which is imposed on the individual by the by-laws or regulations of the bank or by law or the responsibility for the non-performance of which is placed upon the individual by law shall, if no other penalty against the individual is specifically provided as a result of the individual's capacity, be punished by a fine of not more than $1,000 or by imprisonment for not more than 1 year, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 5 - Fee, Commission, Gift or Other Consideration in Connection With Business of Corporation

Section 5. No officer, director, trustee, employee or attorney of such corporation shall be a beneficiary of or receive, directly or indirectly, any fee, commission, gift or other consideration for or in connection with any business of such corporation. This section shall not prohibit any such officer, director, trustee, employee or attorney from receiving interest on a deposit made by such person or the usual salary or fee as such director or trustee or a reasonable fee for services rendered to such corporation or from borrowing from such corporation in accordance with law, or from sharing in commissions, profits or other benefits derived by any firm, association or corporation, in which the person is interested, arising out of any transaction with said corporation if such transaction is made in the regular course of business upon terms as favorable to the corporation as those offered to other persons. The commissioner may require a full disclosure to be made on such forms as may be prescribed by regulations or otherwise by the commissioner, of all commissions, profits or other benefits realized in any such transaction.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 6 - Penalty for Violations of Secs. 5 or 10

Section 6. Whoever violates section 5 or section 10 shall be punished by a fine of not more than $5,000 or by imprisonment for not more than 1 year, or both such fine and imprisonment.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 7 - Payment of Interest on Deposit Accounts

Section 7. A bank may pay interest on deposit accounts in accordance with applicable law. Rates of interest may vary based on the type of account or on the terms and conditions applicable to the account. Such corporation by its by-laws, may provide that fractional parts of a dollar shall not be included in principal in computing interest and may provide that interest shall not be paid on deposits of less than $10.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 8 - Trustee, Director or Other Officer of Bank Simultaneously Serving in Same Capacity for Certain Other Institutions

Section 8. A trustee, a director or other officer of bank may at the same time be a director, trustee or other officer of a savings bank, co-operative bank or credit union, state or federally chartered savings and loan association, trust company or national banking association if, in such case, there is in force a permit therefor issued by the commissioner in writing with the reasons thereon stating why the public interest warrants its issuance, after reasonable notice and an opportunity to be heard, who may issue such permit if, in the commissioner's judgment, it is not incompatible with the public interest, and to revoke any such permit whenever the commissioner finds, after reasonable notice and opportunity to be heard, that the public interest warrants its revocation, except that this section shall not apply to any director or other officer who held such position at the incorporation of said trust company. Any person serving as a director, trustee or other officer of a bank that does not make real estate mortgage loans and does not accept savings deposits from natural persons, may at the same time serve as a director, corporator, trustee or other officer of a savings bank, co-operative bank, trust company, state or federally chartered savings and loan association, or national banking association.
Notwithstanding this section, a director, officer or employee of a bank may at the same time be a director, officer or employee of a banking institution if such bank and banking institution are affiliates of the same bank or mutual holding company. For the purposes of this section, the terms ''banking institution'' and ''affiliate'' shall have the same meanings as set forth in section 1 of chapter 167A.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 9 - Annual Statement of Condition of Bank

Section 9. Each bank shall, annually, within 30 days after the last business day of December, make a report to the commissioner in such form as the commissioner may prescribe showing accurately its condition at the close of business on that day and containing such other information as the commissioner may require. A statement of condition of a bank shall be available for examination for reasonable purposes by stockholders or their authorized agents at the principal office during business hours.
Each such corporation shall prepare a balance sheet, in accordance with generally accepted accounting principles, which presents fairly its condition as of the last business day of its fiscal year. A copy of a statement of condition shall be made available to a depositor upon request.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 10 - Loans or Extensions of Credit to Officer, Director or Trustee of Bank

Section 10. An officer, director or trustee of a bank, except as provided in this section, shall not borrow from or otherwise become indebted to the bank of which the individual is an officer, director or trustee and a bank, except as provided in this section, shall not make a loan or extend credit in any other manner to any of its officers, directors or trustees. An officer, director or trustee of a bank may borrow and a bank may make a loan or extend credit to its officers, directors or trustees subject to the terms and conditions set forth in clause (6) of section 2I of chapter 167.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 11 - Quarterly Written Reporting of Summary of Transactions and Other Information Requested by Board

Section 11. Not less frequently than quarterly, the treasurer or other officer or committee designated by the board shall submit to a meeting of the board, or to a meeting of a committee, if the receipt of the reports has been delegated by the board to that committee, a written report, over signature of the treasurer, for the period running from the closing date of the last report to: (i) the close of the last business day of the preceding month or the close of a business day not more than 10 days before the date of the meeting; or (ii) a date not more than 18 days before the date of the meeting at which the report is submitted. The report shall be filed with the records of the meeting and shall be retained for a period of 6 years from the date of the meeting. The report shall provide a summary of the transactions and other information requested by the board.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 12 - Audit of Balance Sheet and Other Financial Statements of Mutual Bank

Section 12. At least once during each 12 months following their elections and more often if required by the commissioner, the auditing committee of a mutual bank shall have an audit made of the balance sheet of the bank and such other financial statements as it may prescribe.
The audit shall be made by an independent certified public accountant in accordance with generally accepted auditing standards and in such other form and manner at such time within said 12 months as the auditing committee may prescribe. Within 30 days after its election, the auditing committee shall appoint an accountant.
The accountant shall report in writing to the auditing committee the results of the audit. At the next meeting of the trustees or directors of the mutual institution thereafter, the auditing committee shall render a report, which shall be read and signed by the committee, stating the nature, extent and results of the audit and whether it accepts the accountant's report.
The auditing committee shall file with the commissioner a copy of the accountant's report within 30 days after its receipt and maintain another copy with the records of the bank. If the auditing committee fails to have an audit as herein provided, the commissioner shall have an audit made by an independent certified public accountant in such form and manner as the commissioner may prescribe and the expense shall be paid by the bank.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 13 - Maintenance of Capital and Surplus or Surplus Account Deemed Adequately Capitalized

Section 13. A bank shall maintain capital and surplus if a stock corporation or a surplus account if a mutual institution necessary to be deemed, at a minimum, adequately capitalized as determined by the federal deposit insurance agency which insures the deposits of the bank or, if applicable, by the commissioner.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 15 - Report of Transfer of Stock Resulting in Ownership of 10 per Cent or More of Outstanding Stock With Voting Power

Section 15. The registrar, transfer agent or other officer or agent of any such stock corporation having charge of its stockholders' records or ledger shall, within 10 days after recording thereon any transfer of stock of the corporation which makes the transferee the owner of record of 10 per cent or more of the outstanding stock with voting power, report such transfer to the commissioner. Any agent or broker holding 10 per cent or more of such stock for the benefit of 1 or more persons shall, upon written request of the commissioner, report to the commissioner the names of such persons. Whoever violates this section shall be punished by a fine of not more than $500 or by imprisonment for not more than 6 months, or both.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 16 - Determination of Record Date of Right to Notice of and to Vote at Stockholder's Meeting

Section 16. The directors may fix in advance a time, which, unless a shorter period is provided in the by-laws, shall be not more than 60 days before the date of any meeting of the stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the bank after the record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 17 - Declaration of Dividends

Section 17. The board of directors may declare from net profits cash dividends annually, semi-annually or quarterly, but not more frequently, and noncash dividends at any time. No dividends shall be declared, credited or paid so long as there is any impairment of capital stock. No stock corporation having outstanding preferred stock shall, except as otherwise authorized by the commissioner, declare dividends upon common stock for any period other than a period for which dividends are declared upon preferred stock.
The approval of the commissioner shall be required if the total of all dividends declared by a stock corporation in any calendar year shall exceed the total of its net profits for that year combined with its retained net profits of the preceding 2 years, less any required transfer to surplus or a fund for the retirement of any preferred stock.
For the purposes of this section, the words ''net profits'' shall mean the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 18 - Grant of Options to Purchase, Issue and Sell Shares of Capital Stock to Directors, Officers and Employees

Section 18. Such stock corporation may grant options to purchase, issue and sell shares of its capital stock to its directors, officers and employees, or to a trustee on their behalf, without first offering the same to its shareholders, for such consideration, not less than par value, and upon such terms and conditions as shall be approved by its board of directors, by the holders of a majority of the stock entitled to vote with respect thereto and by the commissioner. In the absence of fraud, the sufficiency of consideration as so approved shall be conclusively presumed.
2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167j - Corporate Governance Provisions and Requirements › Section 19 - Stock Purchase Plans, Restricted Stock Purchase Plans and Stock Grant Plans for Employees, Officers and Directors

Section 19. Such corporation may establish stock purchase plans, restricted stock purchase plans and stock grant plans for employees, officers and directors thereof, whether such director is an employee or non-employee of the corporation. Any such plan shall be subject to such terms and conditions as shall be approved by the board of directors of the bank, by the holders of a majority of the stock thereof entitled to vote with respect thereto and by the commissioner. In the absence of fraud, the sufficiency of consideration as so approved shall be conclusively presumed. Notwithstanding paragraph (C) of section 14, stock may be issued for intangible property or services if permitted by the plan approved as provided in this section, without the approval of the specific form of such non-cash consideration by the commissioner.