reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-109 - Directors; qualified bank; trust committee

17:9A-109. Directors; qualified bank; trust committee
A. If the number of directors of a bank which is a qualified bank equals or exceeds nine, the certificate of incorporation or by-laws of the bank may provide for a trust committee to be appointed from time to time by the board of directors. The trust committee shall have not less than five members. Not less than a majority of the members of the trust committee shall be directors. Any or all of the remaining members of the trust committee may be directors or may be officers of the bank who are not directors. A majority of the members of the trust committee shall constitute a quorum. Vacancies in the trust committee shall be filled by the board of directors. The board of directors may, from time to time, appoint one or more directors as alternate director members of the trust committee to act in the absence or disability of director members of the committee, and may, from time to time, appoint one or more officers of the bank as alternate officer members of the trust committee to act in the absence or disability of officer members of the committee, and while so acting such alternate members shall have all the powers of members of the committee. Subject to the provisions of this act and of the certificate of incorporation or by-laws of the bank, the trust committee may exercise all the powers of the board of directors with respect to
(1) acceptance or rejection of appointment in any fiduciary or agency capacity;
(2) retention, sale or other disposition of real or personal property held in any fiduciary or agency capacity;
(3) investment and disbursement of funds held in any fiduciary or agency capacity;
(4) exercise of voting and all other rights arising out of or incidental to any property, real or personal, held in any fiduciary or agency capacity;
(5) reviews of administration, and of assets held in any fiduciary or agency capacity;
(6) resignation as fiduciary or agent or other actions terminating service as fiduciary or agent;
(7) authorizing the execution, sealing with the bank's seal and delivery of, any instrument necessary or appropriate to effectuate or evidence any of the powers of the trust committee; and
(8) all other duties and powers of the bank in the administration of its fiduciary and agency functions.
B. The minutes of each meeting of the trust committee as to sales and purchases of real and personal property shall be presented to the board of directors at its next meeting following such meeting of the trust committee; except that, when such meeting of the board of directors occurs within two days following the day of such meeting of the trust committee, such minutes shall, if not presented at such first meeting, be presented to the board of directors at its second meeting following such meeting of the trust committee.
L.1948, c. 67, p. 271, s. 109. Amended by L.1951, c. 124, p. 535, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-110 - Directors; other committees

17:9A-110. Directors; other committees
110. Directors; other committees. The bylaws of a bank may provide for other committees of the board of directors in addition to the committees elsewhere in this act authorized. Not less than a majority of the members of any such other committee shall be directors. Any or all of the remaining members of any such other committee may be directors or may be officers of the bank who are not directors. Each committee shall have the authority to take any action on behalf of the board that may be delegated to the committee in the bylaws or by resolution of the board. The minutes of each committee authorized to take action on behalf of the board of directors pursuant to this section shall be presented to the board at its next meeting following the meeting of the committee, or at a meeting following the fifth business day after the committee meeting at which such action was taken.
L.1948,c.67,s.110; amended 1952, c.56; 1997, c.33, s.13; 1999, c.252, s.5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-111 - Officers; election; appointment; limitation

17:9A-111. Officers; election; appointment; limitation
111. Officers; election; appointment; limitation.
A. At the first meeting of the board of directors following each annual meeting of the stockholders of a bank, the directors shall elect a chairman of the board of directors, if the office of chairman of the board of directors has been created pursuant to section 107 of P.L.1948, c.67 (C.17:9A-107), and a president, from their own number. They shall also elect at such meeting either a cashier or a secretary and a treasurer, none of whom need be a director. Other officers, including one or more vice-presidents, who need not be directors, may from time to time be elected or appointed by the board of directors, or by the president if the authority to appoint officers other than president or chairman has been delegated to the president by the bylaws or by resolution of the board of directors.
B. Any person who holds more than one office in a bank shall not sign in more than one official capacity any writing requiring the signatures of more than one officer of the bank.
L.1948,c.67,s.111; amended 1950, c.240; 1965, c.171, s.24; 1986, c.186, s.6; 1999, c.252, s.6.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-112 - Officers; tenure; removal

17:9A-112. Officers; tenure; removal
Subject to removal by the board of directors at its pleasure, or by the commissioner pursuant to section 249, each officer shall hold office from the time of his election or appointment until the first meeting of the board of directors, following the next annual meeting of stockholders, at which officers are elected or appointed.
L.1948, c. 67, p. 273, s. 112.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-115 - Bonding of directors, officers, employees; temporary waiver

17:9A-115. Bonding of directors, officers, employees; temporary waiver
a. Every bank shall, at its own expense, cause to be bonded for the honest performance and discharge of his duties (1) each director who handles or has charge or custody of money, securities or other valuable property of the bank or of its customers and (2) all officers and employees of the bank, in such amount and with such surety as shall be approved by the board of directors. The bonds may be individual bonds or may be one or more blanket bonds issued by a surety company or companies or one or more underwriters. The board of directors shall annually examine all such bonds, shall pass upon their sufficiency and may require a new bond or bonds or increases in the amounts thereof. The commissioner may from time to time order an increase in the amount of any such bonds. No bond shall be deemed to comply with the requirements of this section unless such bond contains a provision that it shall not be cancellable for any cause unless notice of intention to cancel is filed in the department at least 5 days before the day upon which cancellation shall take effect.
b. In the event a bank is unable to obtain the bond or bonds required by subsection a., the commissioner may, at his discretion, waive the requirements of subsection a. for a period not to exceed 1 year, upon such terms as he deems appropriate, if he is satisfied that such bank is adequately capitalized and that such a waiver will not otherwise endanger the financial condition of such bank.
L.1948, c. 67, p. 273, s. 115. Amended by L.1948, c. 408, p. 1616, s. 2; L.1979, c. 138, s. 1, eff. July 6, 1979.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-116 - Nature of amendments

17:9A-116. Nature of amendments
A bank may, by amending its certificate of incorporation in the manner provided by this article,
(1) change its corporate name;
(2) increase its capital stock; except that no amendment of the certificate of incorporation pursuant to this article shall be required when an increase in capital stock results from a stock dividend paid as authorized by subsection C of section 52;
(3) decrease its capital stock;
(4) change the par value of its shares;
(5) assume the authority to exercise any or all of the powers specified in section 28;
(6) relinquish the authority to exercise any or all of the powers specified in section 28;
(7) effect any other object, which, pursuant to any other provision of this act, is required or permitted to be effected by amendment of the certificate of incorporation.
L.1948, c. 67, p. 274, s. 116. Amended by L.1955, c. 118, p. 594, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-117 - Procedure for amending certificate of incorporation

17:9A-117. Procedure for amending certificate of incorporation
117. Whenever the board of directors shall deem it advisable to amend the certificate of incorporation, it shall adopt a resolution setting forth the proposed amendment and fixing a date for a meeting of stockholders to take action thereon, upon notice given pursuant to section 81. If, at such meeting or at any adjournment thereof, the holders of at least two-thirds of the capital stock entitled to vote shall vote in favor of the proposed amendment or any modification thereof, a certificate thereof, setting forth the amendment in full and certifying that the amendment was made for a purpose authorized by law in the manner required by this article, shall be made and acknowledged by two officers of the bank, 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.1948,c.67,s.117; amended 1949, c.229, s.5; 1953, c.141, s.4; 2000, c.69, s.6.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-117.1 - Restated certificates

17:9A-117.1. Restated certificates
a. A bank may restate and integrate in a single certificate the provisions of its certificate of incorporation, as defined in section 1 of P.L. 1948, c. 67 (C. 17:9A-1), including any provision effected by a merger or consolidation and any further amendments as may be adopted concurrently with the restated certificate.
b. The restated certificate shall recite that it is a restated certificate and shall contain all provisions as are required in an original certificate of incorporation filed at the time the restated certificate is filed, except that:
(1) It shall state the address of the bank's then current principal office and it shall also state the number, names and addresses of the directors constituting its then current board;
(2) It need not include statements as to the incorporator or incorporators or as to the first directors or the first principal office; and
(3) It need not include provisions relating to securities previously issued by the bank if none of the securities remain outstanding.
c. If the proposed restated certificate merely restates and integrates, but does not amend the certificate of incorporation other than as permitted by subsection b. of this section, it may be adopted by the board of directors.
d. If the proposed restated certificate restates and integrates and also amends the certificate of incorporation, other than as permitted by subsection b. of this section, the restated certificate shall be adopted in the manner provided in section 117of P.L. 1948, c. 67 (C. 17:9A-117), and all of the provisions of Article 19 of the Banking Act of 1948 applicable to amendments effected pursuant to section 117 of P.L. 1948, c. 67 (C. 17:9A-117) shall be applicable to the restated certificate of incorporation.
e. A restated certificate adopted in the manner prescribed in this section shall supersede for all purposes the original certificate of incorporation and any amendments made prior to the adoption of the restated certificate, and the restated certificate may be separately certified as the certificate of incorporation.
L. 1988, c. 122, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-118 - Consolidation of amendments

17:9A-118. Consolidation of amendments
A. The board of directors may, from time to time, submit to the stockholders, and the stockholders may approve an amended certificate of incorporation, which shall integrate and consolidate in a single instrument all the provisions, then in effect, which constitute the bank's certificate of incorporation, as defined in section 1, including an amendment or amendments, if any, to the certificate of incorporation made concurrently with the adoption of the amended certificate of incorporation, and including, further, such provisions, if any, then in effect, as may be evidenced by an agreement of merger or consolidation pursuant to which the bank is operating.
B. All the provisions of this article applicable to amendments effected pursuant to section 117 shall be applicable to amended certificates of incorporation effected pursuant to this section.
L.1948, c. 67, p. 275, s. 118. Amended by L.1953, c. 71, p. 984, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-119 - Increase in capital stock

17:9A-119. Increase in capital stock
When the amendment effects an increase in the capital stock, and the amendment has been approved by the commissioner, the certificate of amendment shall not be filed in the department until proof is submitted to the commissioner, by the affidavit of 2 of the bank's officers, one of whom shall be the president or a vice-president, that the amount of the increase in capital stock has been paid to the bank in cash; except that to the extent that such increase is effected by a transfer or transfers from undivided profits or surplus to capital stock, no such proof shall be required. When shares issued pursuant to an increase in capital stock are sold by the bank at a price in excess of the par value, the affidavit filed pursuant to this section shall also present proof that the excess of issue price over par value has been paid to the bank in cash.
L.1948, c. 67, p. 275, s. 119. Amended by L.1949, c. 57, p. 354, s. 1; L.1957, c. 199, p. 705, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-120 - Assumption of fiduciary powers

17:9A-120. Assumption of fiduciary powers
When the amendment is for the purpose of authorizing a bank, not a qualified bank, to become a qualified bank, the commissioner, in determining whether he shall give his approval thereto, shall give special consideration to the following:
(1) The needs of the community for trust services, and the probable volume of trust business which will be available to the bank;
(2) the condition of the bank, particularly the adequacy of its capital and surplus in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibilities, including the proposed exercise of fiduciary powers; but no bank shall be authorized to become a qualified bank unless its capital stock amounts to at least $500,000.00;
(3) the general character and ability of the management of the bank;
(4) the nature of the supervision to be given to the proposed fiduciary activities;
(5) the qualifications, experience and character of the proposed officer or officers who will have control or supervision of the proposed fiduciary activities;
(6) whether the bank has available competent legal counsel to advise and pass upon trust matters whenever necessary; and
(7) any other matters which in the discretion of the commissioner are relevant.
L.1948, c. 67, p. 275, s. 120. Amended by L.1965, c. 171, s. 16.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-121 - Decrease of capital stock

17:9A-121. Decrease of capital stock
The commissioner shall not approve an amendment effecting a decrease in the capital stock if the decrease will cause the capital stock to be less than the minimum capital stock required of banks on their organization under this act as specified in section 4; except that, in the case of banks organized prior to the effective date of this act, the commissioner may approve decreases in capital stock if he shall determine that such decreases are necessary for the continuance of an established banking business, and that the continuance of such business is in the public interest, and that,
(1) if the bank is a qualified bank, the decrease will not reduce the capital stock to an amount less than $500,000.00; or
(2) if the bank is not a qualified bank, the decrease will not reduce the capital stock to an amount less than $100,000.00; but nothing in this section shall prevent a reduction in capital stock on retirement of preferred stock pursuant to any law in effect when the preferred stock was issued.
L.1948, c. 67, p. 276, s. 121. Amended by L.1965, c. 171, s. 17.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-122 - Limitations

17:9A-122. Limitations
An amendment, to the extent that it alters an existing provision of the certificate of incorporation or adds a provision not theretofore included in the certificate of incorporation, shall contain only such provision as it would be lawful and proper to insert in an original certificate of incorporation made at the time of the filing of such amendment; except that, when the amendment is made to increase the capital stock of a bank created prior to the effective date of this act, such amendment may be made notwithstanding that the amount of such capital stock as increased will be less than the amount required on original incorporation of a bank as specified in section 4.
L.1948, c. 67, p. 277, s. 122.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-124 - Issuance

17:9A-124. Issuance
A bank may issue preferred stock
(1) Upon its organization as a successor bank pursuant to section 16; or
(2) Upon its reorganization pursuant to Article 24; or
(3) Upon amending its certificate of incorporation as provided by Article 19, upon the vote of the holders of at least two-thirds of the shares of each class of stock issued by the bank; or
(4) As an incident of a merger when it is a receiving bank as defined in section 132 (C. 17:9A-132).
L.1948, c. 67, p. 277, s. 124. Amended by L.1977, c. 417, s. 2, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-125 - Certificates of incorporation and of amendment and merger agreements; provisions

17:9A-125. Certificates of incorporation and of amendment and merger agreements; provisions
A. The certificate of incorporation of every bank hereafter authorized to issue preferred stock upon its organization pursuant to section 16, and the certificate of amendment to the certificate of incorporation of every other bank hereafter issuing preferred stock, and every merger agreement hereafter effected which provides for the issuance of preferred stock shall state:
(1) The number of classes of preferred stock to be issued, and the number of shares in each class;
(2) The par value of the shares of each class of preferred stock;
(3) The issue price of each share of preferred stock, except that, when preferred stock is issued in exchange for the capital stock of a merging bank pursuant to Article 21, the issue price shall be the par value of such preferred stock;
(4) When the issue price exceeds the par value, the use to which the excess over the par value is to be put;
(5) The priorities, preferences, and rights of each class of preferred stock;
(6) If the preferred stock is to be subject to retirement, the retirement price of each share thereof;
(7) If the preferred stock is to be subject to conversion into common stock, the terms and conditions upon which such conversion shall be effected;
(8) The rate of dividend to be paid on the preferred stock, and whether such rate is to be based upon the par value or the issue price of the stock;
(9) If a sinking fund is to be established for the retirement of preferred stock, the terms and conditions governing the establishment and maintenance of such fund;
(10) The amount which shall be paid upon each such share of preferred stock upon the dissolution of the bank.
B. In addition to the matters required by subsection A of this section, the original or amended certificate of incorporation and the merger agreement pursuant to which preferred stock is issued may contain such other provisions as may be necessary or convenient, including, by way of description and not by way of limitation,
(1) A provision that, upon a meeting called to approve the voluntary dissolution of the bank, the holders of preferred stock may have two votes for each share of stock;
(2) A provision for the increase of the common stock, without further act of the stockholders, upon the conversion of preferred stock into common stock;
(3) A provision that, upon the issuance of preferred stock, or upon the issuance of common stock to effect a conversion of preferred stock, such stock may be issued without an offer thereof to existing stockholders.
L.1948, c. 67, p. 278, s. 125. Amended by L.1977, c. 417, s. 3, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-126 - Priorities; preferences; rights; limitations

17:9A-126. Priorities; preferences; rights; limitations
Every issue of preferred stock shall be subject to the following:
(1) The issue price for each share shall be not less than the par value, and shall be the same for all shares included within a single class;
(2) So long as a bank is not in default in the payment of dividends on preferred stock, or in meeting any requirements specified in its certificate of incorporation or in a merger agreement providing for the issuance of preferred stock for the maintenance of a sinking fund for the retirement of preferred stock, the holders of preferred stock shall have no greater voting rights than the holders of common stock; but, if so provided in the certificate of incorporation or merger agreement, the holders of preferred stock of any class or classes shall, upon either such default, have two votes for each share of such stock so held;
(3) The retirement price, if any, of each share of preferred stock shall be not less than its par value or greater than its issue price, plus any accrued dividends thereon;
(4) No more than the par value of shares of preferred stock shall be charged against the capital stock of a bank upon retirement of such stock;
(5) No preferred stock shall be retired if the effect of such retirement would be to reduce the capital stock of the bank below the minimum specified in section 121;
(6) The valuation placed upon preferred stock for the purpose of its conversion into common stock shall be not less than its par value nor greater than the price approved by the commissioner on the issue of such preferred stock, plus any accrued dividends thereon. The valuation placed upon common stock issued on the conversion of preferred stock shall be not less than par value of such common stock;
(7) The dividend rate shall not exceed 6% per annum of the par value of such stock or of the issue price thereof, if the issue price is greater; except that the commissioner may approve a rate in excess of 6% per annum if, upon application, the commissioner deems a higher rate is appropriate after giving consideration to the bank's capital surplus, and earnings.
L.1948, c. 67, p. 279, s. 126. Amended by L.1977, c. 417, s. 4, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-127 - Dividends

17:9A-127. Dividends
No dividend shall be declared or paid on common stock until all accrued dividends shall have been paid on preferred stock, or until funds shall have been set aside for such payment; nor shall any dividends be paid on common stock until the provisions, if any, of the certificate of incorporation or merger agreement governing the establishment and maintenance of a sinking fund for the retirement of preferred stock, shall have been satisfied.
L.1948, c. 67, p. 280, s. 127. Amended by L.1977, c. 417, s. 5, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-128 - Priority on dissolution

17:9A-128. Priority on dissolution
Upon a bank's dissolution in any manner, the holders of preferred stock shall be entitled to receive in full the amount specified in the certificate of incorporation or merger agreement providing for the issuance of preferred stock, before any distribution is made to the holders of common stock.
L.1948, c. 67, p. 281, s. 128. Amended by L.1977, c. 417, s. 6, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-129 - Consideration for preferred stock

17:9A-129. Consideration for preferred stock
Except to the extent otherwise expressly provided in this act, no bank shall issue its preferred stock for any consideration other than money.
L.1948, c. 67, p. 281, s. 129.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-130 - Retirement or conversion

17:9A-130. Retirement or conversion
Upon the retirement or conversion of preferred stock, a certificate thereof, in such form as the commissioner shall approve, shall be made by any two officers of the bank, and shall be filed in the department within ten days after such retirement or conversion.
L.1948, c. 67, p. 281, s. 130.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131 - Application of article; limitation

17:9A-131. Application of article; limitation
Preferred stock issued prior to the effective date of this act shall be subject to this article, except insofar as the provisions of this article would impair any right vested under the law pursuant to which such stock was issued.
L.1948, c. 67, p. 281, s. 131.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.1 - Borrowing money to retire preferred stock

17:9A-131.1. Borrowing money to retire preferred stock
A bank, as defined in section 1 of the act to which this act is a supplement, may, with the approval of the Commissioner of Banking and Insurance, borrow money for the purpose of retiring all or part of any class or classes of preferred stock issued by it prior to September 16, 1948. The commissioner shall not approve any loan for the purposes of this act unless he shall be satisfied that the funds required for the retirement of preferred stock cannot be obtained by the issuance of preferred stock or common stock without undue hardship, cost or disadvantage to the bank or its stockholders. Any loan or loans made pursuant to this act shall be evidenced by debentures or capital notes which shall have such maturities, and, shall contain such terms, covenants and conditions as the Commissioner of Banking and Insurance may approve, within the provisions of this act.
L.1953, c. 215, p. 1621, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.2 - Debentures or capital notes

17:9A-131.2. Debentures or capital notes
A. Debentures or capital notes issued pursuant to this act
(a) shall be unsecured; and
(b) shall provide that the indebtedness evidenced thereby shall be subordinate to the claims of depositors and all other creditors of the bank, regardless whether the claims of such depositors or other creditors arose before or after the issuance of such debentures or capital notes; and
(c) shall not confer any voting rights upon the holders thereof under any circumstances; and
(d) shall not be convertible into capital stock.
B. Debentures or capital notes issued pursuant to this act, and debentures or capital notes issued prior to the effective date of this act for the purpose of retiring all or part of any class or classes of preferred stock issued prior to September 16, 1948, shall be treated as capital stock for the purposes of sections 24, 51, 52, 62, 69, 72 and 211 of The Banking Act of 1948 (P.L.1948, c. 67).
L.1953, c. 215, p. 1621, s. 2. Amended by L.1956, c. 114, p. 505, s. 1; L.1957, c. 79, p. 151, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.3 - Borrowing to be pursuant to act only

17:9A-131.3. Borrowing to be pursuant to act only
No bank shall borrow money for the purpose of retiring preferred stock except pursuant to this act.
L.1953, c. 215, p. 1622, s. 3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.20 - Definitions.

17:9A-131.20 Definitions.
1. As used herein, (a) "capital notes" means notes, debentures and other like writings having maturities of more than one year, issued by a bank pursuant to P.L.1966, c.272 (C.17:9A-131.20 et seq.) and included in the bank's capital funds pursuant to section 10 of P.L.1966, c.272 (C.17:9A-131.29) to evidence its obligation to repay money borrowed by it; (b) "Commissioner" means the Commissioner of Banking and Insurance; (c) "bank" means those corporations defined as banks in section 1 of the act to which this act is a supplement and does not include savings banks; and (d) "capital funds" means the aggregate of the unimpaired capital stock, surplus, undivided profits and contingent reserves of a bank.
L.1966,c.272,s.1; amended 1998, c.47, s.1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.21 - Issuance of convertible or nonconvertible capital notes by banks

17:9A-131.21. Issuance of convertible or nonconvertible capital notes by banks
A bank may, from time to time, issue convertible or nonconvertible capital notes, or both, in series or otherwise.
L.1966, c. 272, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.22 - Capital notes issued for cash; limitation on conversion of convertible capital notes

17:9A-131.22. Capital notes issued for cash; limitation on conversion of convertible capital notes
Capital notes may be issued only for cash. Convertible capital notes issued by a bank may be converted only into common stock of the issuing bank or of a company as such term is defined in P.L.1957, c. 70, s. 1 (C. 17:9A-344), as amended, owning more than 25% of the capital stock of such bank.
L.1966, c. 272, s. 3. Amended by L.1971, c. 188, s. 1, eff. June 2, 1971.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.23 - Unsecured indebtedness; claims subordinate to depositors and creditors; liquidation

17:9A-131.23. Unsecured indebtedness; claims subordinate to depositors and creditors; liquidation
The indebtedness evidenced by capital notes shall be unsecured and shall be subordinate to the claims of depositors and other creditors of the bank, regardless whether such claims predate or postdate the issuance of such notes. Upon the liquidation of the bank, depositors and other creditors shall be entitled to payment in full before any payment on account of principal or interest is made on such capital notes.
L.1966, c. 272, s. 4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.24 - Nonconvertible capital notes; issuance pursuant to resolution

17:9A-131.24. Nonconvertible capital notes; issuance pursuant to resolution
Nonconvertible capital notes may be issued pursuant to a resolution of a bank's board of directors without action by the bank's stockholders.
L.1966, c. 272, s. 5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.25 - Convertible capital notes; issuance pursuant to amendment of certificate of incorporation of issuing bank

17:9A-131.25. Convertible capital notes; issuance pursuant to amendment of certificate of incorporation of issuing bank
Convertible capital notes may not be issued except pursuant to an amendment of the issuing bank's certificate of incorporation made as provided in article 19 of the act to which this act is a supplement. Such amendment shall also make provision for authorized but unissued shares of the bank's capital stock in an aggregate par value sufficient to effect the conversion of such capital notes into shares of capital stock according to the provisions of such capital notes.
L.1966, c. 272, s. 6.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.26 - Sale of convertible capital notes

17:9A-131.26. Sale of convertible capital notes
No bank shall issue its convertible capital notes to others than the holders of its common stock until after it has offered such notes to such holders for purchase by each of them in an amount sufficient to give effect to such stockholder's right to participate ratably in an increase in the bank's common stock as provided by section 99 of the act to which this act is a supplement. Capital notes not purchased by stockholders in the exercise of the right conferred by this section may be sold by the bank to such persons, who may but need not be stockholders, as shall be determined by the board of directors, at a price not less than that paid by stockholders of the bank in the exercise of their rights under this section.
L.1966, c. 272, s. 7.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.27 - Certificate stating amount of capital notes converted; filing

17:9A-131.27. Certificate stating amount of capital notes converted; filing
Within 90 days after any capital notes are converted, a certificate made by 2 officers of the bank which issued such capital notes, one of whom shall be the president or a vice president, shall be filed in the Department of Banking and Insurance, stating the amount of the capital notes so converted, and the number and the par value of the shares into which they were converted.
L.1966, c. 272, s. 8.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.28 - Approval of issuance of capital notes by commissioner

17:9A-131.28. Approval of issuance of capital notes by commissioner
No capital notes shall be issued unless they and any agreement to which they are subject are approved by the commissioner. Such capital notes and such agreements may contain such provisions, not inconsistent with the provisions of this act, as are customarily made in connection with similar evidences of indebtedness issued by corporations other than banks, including, but not limited to, provisions respecting maturities, interest rates, conversion ratios, rates of amortization of principal, prepayment privileges, reserves, sinking funds, and the like, except that no capital notes shall be issued which provide for conversion at a rate per share less than the par value of the shares issued on such conversion. Unless special cause is shown to the satisfaction of the commissioner, (a) no capital note shall be issued by a bank at a time when the principal amount owing on all outstanding capital notes of the bank exceeds 50% of the bank's capital funds, or if such issue would cause such amount to exceed 50% of the bank's capital funds; and (b) no payment shall be made on account of the principal of any such note otherwise than as provided in such note or in any agreement to which such note is subject; and (c) no capital notes shall mature in more than 25 years from their dates. The commissioner may withhold his approval of any capital notes containing provisions which, in his opinion, are prejudicial to the interests of the bank's depositors or other creditors, or are inconsistent with sound financing or with the maintenance by the bank of a sound capital structure.
L.1966, c. 272, s. 9. Amended by L.1969, c. 270, s. 1, eff. Jan. 12, 1970; L.1973, c. 168, s. 1, eff. June 7, 1973.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.29 - Inclusion of amount owing on capital notes in bank's capital funds

17:9A-131.29. Inclusion of amount owing on capital notes in bank's capital funds
The principal amount owing on all capital notes of a bank at any time outstanding, whether issued by the bank pursuant to this act, or issued as capital notes or debentures before the effective date of this act with the approval of the commissioner, or issued as an incident of a merger effected pursuant to article 21 (C. 17:9A-132 to 17:9A-148) of The Banking Act of 1948, P.L.1948, c. 67, shall be included with the amount of the bank's capital funds for the purpose of determining the limitations on liability to a bank pursuant to article 13 of the act to which this act is a supplement.
L.1966, c. 272, s. 10. Amended by L.1977, c. 416, s. 1, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.30 - Issuance of capital notes, debentures.

17:9A-131.30 Issuance of capital notes, debentures.
11. No bank shall hereafter issue capital notes or debentures except pursuant to P.L.1966, c.272 (C.17:9A-131.20 et seq.), provided, however, that P.L.1966, c.272 (C.17:9A-131.20 et seq.) shall not affect the authority of a bank to issue debt, including notes or debentures, under subsection (3) of section 24 of P.L.1948, c.67 (C.17:9A-24) which debt shall not be included in the bank's capital funds pursuant to section 10 of P.L.1966, c.272 (C.17:9A-131.29).
L.1966,c.272,s.11; amended 1998, c.47, s.2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.31 - Application of act

17:9A-131.31. Application of act
This act shall not apply to any borrowing by a bank, however evidenced, which is payable in 1 year or less from the date of such borrowing nor shall the provisions of sections 4, 9 and 10 of this act apply to any obligation issued by a bank to evidence a loan or loans made to such bank by the New Jersey Mortgage Finance Agency pursuant to the New Jersey Mortgage Finance Agency Law, P.L.1970, c. 38, nor shall the following sections of this act apply to capital notes issued as an incident of a merger effected pursuant to article 21 (C. 17:9A-132 to 17:9A-148) of The Banking Act of 1948, P.L.1948, c. 67:
a. Section 1 (C. 17:9A-131.20), insofar as it provides that capital notes may be issued only to evidence obligations to repay money borrowed by a bank;
b. Section 3 (C. 17:9A-131.32), insofar as it provides that capital notes may be issued only for cash, and insofar as it provides that such notes may be converted only into common stock;
c. Section 6 (C. 17:9A-131.25);
d. Section 7 (C. 17:9A-131.26); and
e. Section 11 (C. 17:9A-131.30).
L.1966, c. 272, s. 12. Amended by L.1970, c. 244, s. 1, eff. Oct. 28, 1970; L.1977, c. 416, s. 2, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.32 - Review

17:9A-131.32. Review
A determination made by the commissioner pursuant to this act shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ.
L.1966, c. 272, s. 13.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-131.33 - Repeal in part

17:9A-131.33. Repeal in part
P.L.1953, chapter 215, is hereby repealed, insofar as it provides for the original issuance of capital notes or debentures after the effective date of this act.
L.1966, c. 272, s. 14.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-132 - Definitions

17:9A-132. Definitions
As used in this article:
(1) "Merging bank" means a bank which is merged, or which is in process of being merged, into another bank; and, in a case where a national banking association is merged into or consolidated with, or is in process of being merged into or consolidated with, a bank under the charter of such bank, "merging bank" also means such national banking association;
(2) "Receiving bank" means a bank into which one or more other banks are merged, or are in process of being merged; and, in a case where a national banking association is merged into or consolidated with, or is in process of being merged into or consolidated with, a bank under the charter of such bank, "receiving bank" also means the bank into which such national banking association is merged or consolidated, or is in process of being merged or consolidated;
(3) "Company" as used in sections 133 and 134 (C. 17:9A-133 and 17:9A-134) means a corporation, joint stock company, business trust, general or limited partnership, voting trust and any similar organized group of persons whether incorporated or not, owning more than 25% of the capital stock of a receiving bank after a merger is effected.
L.1948, c. 67, p. 281, s. 132. Amended by L.1951, c. 41, p. 147, s. 1; L.1968, c. 415, s. 2; L.1973, c. 211, s. 2, eff. Jan. 1, 1973; L.1977, c. 417, s. 7, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-133 - What banks may merge; means of effectuation of merger

17:9A-133. What banks may merge; means of effectuation of merger
A. Any two or more banks may, with the approval of the commissioner, merge one or more of them into another of them as provided in this article.
B. A merger may be effected by any one or by any combination of any two or more or all of the following methods:
(1) By the exchange of shares of capital stock of each merging bank for the shares of capital stock of the receiving bank;
(2) By the exchange of shares of capital stock of each merging bank for the shares of capital stock of a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132);
(3) By the exchange of shares of capital stock of each merging bank for capital notes of the receiving bank;
(4) By the exchange of shares of capital stock of each merging bank for cash received from the receiving bank or from a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132);
(5) By the exchange of shares of capital stock of each merging bank for capital notes of a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132).
L.1948, c. 67, p. 281, s. 133. Amended by L.1968, c. 415, s. 3; L.1973, c. 211, s. 3, eff. Jan. 1, 1973; L.1977, c. 417, s. 8, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-133.1 - Interstate merger transactions

17:9A-133.1. Interstate merger transactions
16. a. One or more banks or savings banks may, with the approval of the commissioner, enter into an interstate merger transaction with an out-of-State bank or banks pursuant to section 11 of P.L.1982, c.9 (C.17:9A-8.11), article 21 of "The Banking Act of 1948," P.L.1948, c.67 (C.17:9A-132 et seq.) or article 31 of "The Banking Act of 1948," P.L.1948, c.67 (C.17:9A-199 et seq.), as applicable.
b. Except as otherwise expressly provided in this subsection b., an interstate merger transaction shall not be permitted if, upon consummation of the transaction, the resulting state or federally chartered bank or savings bank, including all federally insured depository institutions that would be affiliates as defined in subsection (k) of section (2) of the federal "Bank Holding Company Act of 1956," 12 U.S.C. 1841(k), would control 30 percent or more of the total amount of deposits held by insured depository institutions in this State. The commissioner may by regulation adopt a procedure whereby the foregoing limitation on control of deposits may be waived for good cause.
c. The commissioner shall not permit before June 1, 1997, an interstate merger transaction involving one or more banks or savings banks and an out-of-State bank or banks unless the home state of each bank involved in the transaction has in effect, as of the date of the approval of such transaction, a law that applies equally to all out-of-state banks and expressly permits interstate merger transactions with all out-of-state banks.
d. The commissioner shall not permit on or after June 1, 1997, an interstate merger transaction involving one or more banks or savings banks and an out-of-State bank or banks if the home state of any bank or savings bank involved in the merger transaction has enacted a law after September 29, 1994, and before June 1, 1997, that applies equally to all out-of-State banks and expressly prohibits merger transactions involving out-of-State banks.
e. An out-of-State bank may, with the approval of the commissioner, acquire a branch office of a bank, out-of-State bank, national bank or savings bank, and the branch shall be treated, for purposes of this section, as a bank or savings bank, as appropriate.
f. A bank or savings bank may, with the approval of the commissioner, acquire an out-of-State branch office of a bank, savings bank or an out-of-State bank, and the branch shall be treated, for purposes of this section, as an out-of-State bank.
g. Any out-of-State bank which shall be the resulting bank in an interstate merger transaction shall file with the commissioner in a manner consistent with regulations promulgated by the commissioner for this purpose.
L.1996,c.17,s.16.