reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-134 - Merger agreement; authorization; contents

17:9A-134. Merger agreement; authorization; contents
A. The boards of directors of the several banks proposing to merge shall authorize the execution of a merger agreement which shall contain;
(1) The name of each merging bank and the location of the principal office and branch offices of each merging bank;
(2) The name of the receiving bank and the location of its principal office and branch offices;
(3) The name by which the receiving bank will be known after the merger is effected;
(4) The names of the persons who will be the directors of the receiving bank;
(5) The names of the persons who will be officers of the receiving bank;
(6) The location then occupied by the principal office or a branch office of a merging bank or the receiving bank at which the principal office of the receiving bank will be maintained;
(7) The locations then occupied by the principal offices and branch offices of the merging banks and the receiving bank which will be continued as branch offices of the receiving bank;
(8) The effective date of the merger;
(9) The amount of the capital stock, the number of shares into which it will be divided, the par value of each share, and the amount of the surplus which the receiving bank will have after the merger is effected;
(10) The basis upon which shares of each merging bank will be exchanged for shares of capital stock of the receiving bank, or for shares of capital stock of a company as such term is defined in paragraph (3) of section 132 (C. 17:9A-132), or for capital notes, or for cash, or for any one or more or all of the foregoing, as the case may be;
(11) A provision stating whether the capital notes to be issued pursuant to such agreement shall be convertible into shares of capital stock of the receiving bank, and, if so, shall contain a further provision for authorized but unissued shares of capital stock of the receiving bank in an aggregate par value sufficient to effect the conversion of such notes into such shares of capital stock of the receiving bank;
(12) If the merger agreement provides for the issuance of preferred stock, the provisions stated in subsection B of section 125 (C. 17:9A-125);
(13) Such other provisions, including the provisions stated in subsection B of section 125 (C. 17:9A-125), not inconsistent with the provisions of this act, as may be necessary or appropriate to effect the merger.
B. Capital notes issued pursuant to this section shall conform with and be subject to sections 4, 8, 9 and 10 of P.L.1966, chapter 272, (C. 17:9A-131.23, 17:9A-131.27, 17:9A-131.28, and 17:9A-131.29).
L.1948, c. 67, p. 282, s. 134. Amended by L.1971, c. 363, s. 1, eff. Dec. 27, 1971; L.1977, c. 417, s. 9, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-135 - Capital requirements

17:9A-135. Capital requirements
A. When all the parties to a merger were organized prior to the effective date of this act, the capital stock of the receiving bank after merger shall be not less than an amount equal to the sum of the following: one hundred thousand dollars for each qualified bank which is a party to the merger, and fifty thousand dollars for each bank not a qualified bank, which is a party to the merger.
B. When any party to a merger shall have been organized after the effective date of this act, the capital stock and surplus of the receiving bank after merger shall at least equal the sum of the following:
(1) the minimum capital stock and surplus required of a bank on its establishment at the location to be occupied by the principal office of the receiving bank after the effective date of the merger, as such minimum is specified in section 4, and
(2) an amount equal to such minimum capital stock and surplus so specified in section 4, for each branch office to be maintained by the receiving bank after the effective date of the merger.
L.1948, c. 67, p. 283, s. 135.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-136 - Approval of agreement by commissioner; review

17:9A-136. Approval of agreement by commissioner; review
A. The merger agreement, executed by all the parties thereto, shall be submitted to the commissioner who shall, within sixty days from the date of such submission, endorse thereon his approval or disapproval. If the commissioner shall disapprove the agreement, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to each of the banks which is a party to the merger agreement. The commissioner shall not withhold his approval unless he shall find that the merger agreement contains provisions which do not conform to this act, or that the merger will not be in the public interest.
B. The commissioner's disapproval of a merger agreement, as provided in subsection A of this section, shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ.
L.1948, c. 67, p. 283, s. 136. Amended by L.1953, c. 17, p. 168, s. 23.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-137 - Submission of agreement to stockholders; filing

17:9A-137. Submission of agreement to stockholders; filing
A. If the commissioner approves the merger agreement, it shall, within 180 days after the date of such approval, be submitted to the stockholders of each of the banks which are parties to the agreement, at separate meetings called for that purpose upon at least 20 days' notice given in the manner specified in section 81. A copy of the merger agreement shall be mailed to each stockholder of each of the banks which are parties to the agreement with the notice of the stockholders' meetings.
B. If the agreement is approved by the stockholders of each bank holding at least 2/3 of the capital stock entitled to vote, that fact shall be certified as to each bank by its president or a vice-president and the certifications shall be attached to the agreement. The agreement shall then be filed in the department, and thereupon it shall become effective.
L.1948, c. 67, p. 284, s. 137. Amended by L.1949, c. 229, p. 721, s. 6; L.1950, c. 153, p. 334, s. 1; L.1970, c. 165, s. 9.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-138 - Merger agreement as evidence

17:9A-138. Merger agreement as evidence
A. A copy of the merger agreement, certified by the commissioner, shall be evidence in all courts and places.
B. A copy of the merger agreement, certified by the commissioner, may be recorded in the office of the county recording officer charged with the duty of recording instruments affecting title to real property in such county, and such record shall have the same effect as if duly executed and acknowledged deeds to real property and assignments of mortgages affecting real or personal property owned by the merging banks had been made and delivered by the merging banks to the receiving bank, and had been duly recorded.
L.1948, c. 67, p. 284, s. 138.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-139 - Corporate existence; offices; rights and obligations

17:9A-139. Corporate existence; offices; rights and obligations
Upon the merger of 2 or more banks,
(1) the corporate existence of each merging bank shall be merged into that of the receiving bank, and the property and rights of each merging bank shall thereupon vest in the receiving bank without further act or deed;
(2) the receiving bank may, without complying with the requirements of subsection C of section 19, or the requirements of section 20, establish and maintain its principal office and branch offices at the locations specified in the merger agreement;
(3) the rights and obligations of each merging bank shall become the rights and obligations of the receiving bank;
(4) if the receiving bank is a qualified bank, all fiduciary and agency duties and relationships of each merging bank shall vest in the receiving bank and be performed by it in the same manner as though the receiving bank itself originally assumed such fiduciary and agency duties and relationships;
(5) any pending action by or against a merging or receiving bank shall survive the merger and the receiving bank shall be substituted for the merging bank;
(6) the directors named in the agreement of merger shall be the directors of the receiving bank, to serve until the time when a majority of the directors elected at the annual meeting following the effective date of the merger, shall have qualified.
L.1948, c. 67, p. 285, s. 139. Amended by L.1952, c. 220, p. 755, s. 3; L.1965, c. 171, s. 11.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-140 - Rights of dissenting stockholders; settlement by agreement

17:9A-140. Rights of dissenting stockholders; settlement by agreement
A. A stockholder who
(1) is entitled to vote at the meeting of stockholders prescribed by section 137; and who
(2) serves a written notice of dissent from the merger agreement, in the manner, at the place, and within the time prescribed in subsections B and C of this section; and who
(3) does not vote to approve the merger agreement at the meeting prescribed by section 137, or at any adjournment thereof,
may, within thirty days after the filing of the agreement in the department as provided by section 137, serve a demand upon the receiving bank at its principal office, for the payment to him of the value of his shares of stock. The receiving bank may, within ten days after the receipt of such demand, offer to pay the stockholder a sum for his shares, which, in the opinion of the board of directors of the receiving bank, does not exceed the amount which would be paid upon such shares if the business and assets of the bank whose stock such stockholder holds were liquidated on the day of the filing of the agreement pursuant to section 137.
B. Service of the notice of dissent prescribed by paragraph (2) of subsection A of this section shall be made at the principal office of the bank whose stock is held by the dissenting stockholder, and shall be made not later than the third day prior to the day fixed for the meeting of the stockholders of such bank pursuant to section 137.
C. Service of the notice of dissent and of the demand for payment prescribed by this section may be made by registered mail or personally by the dissenting stockholder or his agent.
L.1948, c. 67, p. 285, s. 140. Amended by L.1950, c. 153, p. 335, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-141 - Appointment of appraisers

17:9A-141. Appointment of appraisers
If a stockholder fails to accept the sum offered for his shares pursuant to section one hundred forty, he may, within three weeks after the receipt by him of the bank's offer of payment, or, if no offer is made by the bank, within three weeks after the date upon which his demand was served upon the bank as specified in section one hundred forty, institute an action in the Superior Court for the appointment of a board of three appraisers to determine the value of his shares of stock as of the day of the filing of the merger agreement pursuant to section one hundred thirty-seven. The court may proceed in the action in a summary manner or otherwise. Any other stockholder who has the right to institute a similar action may intervene. The court shall, in respect to any one bank, appoint a single board of three appraisers to determine the value of the shares of all stockholders of such bank who are parties to such action.
L.1948, c. 67, p. 286, s. 141. Amended by L.1953, c. 17, p. 169, s. 24.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-142 - Duties of appraisers; report; objections; compensation; vacancies

17:9A-142. Duties of appraisers; report; objections; compensation; vacancies
A. The appraisers shall be sworn to the faithful discharge of their duties. They shall meet at such place or places, and shall give such notice of their meetings as the court may prescribe. The bank and each stockholder who is a party to the action instituted pursuant to section one hundred forty-one, may be represented by attorneys in the proceedings before such appraisers, and may present such evidence to them as shall be material to the issue. The determination of any two of the appraisers shall control. Upon the conclusion of their deliberations, the appraisers shall file in the Superior Court a report and appraisal of the value of the shares of stock, and shall mail a copy thereof to the bank and to each stockholder who is a party to said action.
B. The bank and each stockholder who is a party to said action shall have ten days after the filing of the report and appraisal within which to object thereto in the Superior Court. In the absence of any objections, the report and appraisal shall be binding upon the bank and upon such stockholders, and the bank shall pay each such stockholder the value of his shares, as reported by the appraisers, with interest from the date of the filing of the merger agreement pursuant to section one hundred thirty-seven, at such rate, not in excess of the legal rate, as shall be fixed by the appraisers. If objections are made, the court shall make such order or judgment thereon as shall be just.
C. The Superior Court shall fix the compensation of the appraisers, which shall be paid by the bank, and shall be vested with full jurisdiction over all matters arising out of an action instituted pursuant to section one hundred forty-one. In the case of a vacancy in the board of appraisers, the Superior Court shall, on its own motion, or upon motion of a stockholder, or of the receiving bank, fill such vacancy.
L.1948, c. 67, p. 286, s. 142. Amended by L.1953, c. 17, p. 169, s. 25.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-143 - Assignment of stock to bank

17:9A-143. Assignment of stock to bank
Upon payment by the bank of the value of shares of stock pursuant to this article, the holder thereof shall assign such shares to the bank.
L.1948, c. 67, p. 287, s. 143.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-144 - Effect of stockholder's failure to act

17:9A-144. Effect of stockholder's failure to act
A stockholder who fails to act pursuant to sections 140 or 141 shall be forever barred from bringing any action to enforce his right to be paid the value of his shares in lieu of continuing his status as a stockholder in the receiving bank.
L.1948, c. 67, p. 287, s. 144.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-145 - Obligation of bank to pay stockholder

17:9A-145. Obligation of bank to pay stockholder
An offer by the bank and an acceptance thereof by the stockholder pursuant to section 140 and the determination of value upon proceedings brought pursuant to sections 141 and 142 shall constitute a debt of the receiving bank for the recovery of which an action will lie.
L.1948, c. 67, p. 288, s. 145.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-146 - Action to enjoin merger

17:9A-146. Action to enjoin merger
A. A stockholder may, not later than five days prior to the date of the meeting called pursuant to section one hundred thirty-seven institute an action in the Superior Court to enjoin the merger on the ground that the agreement is unfair or inequitable, or contrary to law. The court may proceed in the action in a summary manner or otherwise.
B. A stockholder who fails to institute an action as specified in subsection A of this section shall thereafter be forever barred from bringing any action to enjoin, set aside, or otherwise affect such merger.
L.1948, c. 67, p. 288, s. 146. Amended by L.1953, c. 17, p. 170, s. 26.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-147 - Issuance of new stock certificates

17:9A-147. Issuance of new stock certificates
A. The receiving bank shall require each stockholder of each merging bank to surrender his certificates of capital stock of each such bank, and shall, upon such surrender, issue or deliver in lieu thereof, certificates for such number of its own shares of capital stock and such number of shares of capital stock of a company, as such term is defined in paragraph (3) of section 132 (C. 17:9A-132), and such amount of capital notes or cash, as such stockholder is entitled to receive pursuant to the terms of the merger agreement.
B. The increase in a receiving bank's capital stock resulting from the issuance of its shares of capital stock in exchange for the shares of capital stock of each merging bank, or in exchange for convertible capital notes converted into shares of capital stock pursuant to the merger agreement shall not entitle the stockholders of the receiving bank to acquire additional shares of capital stock.
L.1948, c. 67, p. 288, s. 147. Amended by L.1977, c. 417, s. 10, eff. Feb. 24, 1978.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-149 - Prerequisites to conversion; definition of "applicable Federal law"

17:9A-149. Prerequisites to conversion; definition of "applicable Federal law"
A. As used in this article, "applicable Federal law" means the laws of the United States, as presently enacted and as hereafter from time to time supplemented or amended, governing the conversion of a national banking association into a bank organized under State laws.
B. A national banking association which has its principal office in this State may become a bank in the manner following:
(1) it shall take such action, in the manner prescribed by applicable Federal law, as shall make its conversion into a bank effective;
(2) a majority of its directors shall execute, acknowledge and submit to the commissioner a certificate of incorporation setting forth the matters specified in paragraphs (1), (2), (3), (4), (5), (8), (9) and (10) of section 3, together with a copy of the plan of conversion, and together with an affidavit setting forth the matters specified in paragraphs (1) and (2) of subsection A of section 9.
L.1948, c. 67, p. 290, s. 149. Amended by L.1951, c. 41, p. 150, s. 3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-150 - Procedure

17:9A-150. Procedure
The submission to the commissioner of the certificate of incorporation, the plan of conversion, and the affidavit pursuant to section 149, shall constitute an application for charter. If the commissioner shall be satisfied that
(1) the capital stock and surplus of the national banking association upon its conversion pursuant to this article complies with the requirements of section 151;
(2) the national banking association has complied in all respects with applicable Federal law;
(3) the matters set forth in the affidavit submitted to him pursuant to paragraph (2) of subsection B of section 149 are true;
(4) the certificate of incorporation complies with the requirements of paragraph (2) of subsection B of section 149;
(5) the plan of conversion contains no provisions violative of the laws of this State; and
(6) the directors designated in the certificate of incorporation possess capacity and fitness for the duties and responsibilities with which they will be charged;
he shall endorse upon or annex to the certificate of incorporation a certificate of approval, and the certificate shall thereupon be filed in the department. Upon such filing, the subscribers to the certificate, their successors and assigns shall be a corporation, in the manner provided by, and subject to the provisions of, section 13. The commissioner shall thereupon issue a certificate of authority in the form prescribed by section 14, and shall file a copy thereof in the department, and the bank shall be authorized to transact business.
L.1948, c. 67, p. 290, s. 150. Amended by L.1951, c. 41, p. 150, s. 4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-151 - Capital stock and surplus

17:9A-151. Capital stock and surplus
The capital stock and surplus of a bank incorporated pursuant to this article shall be at least equal to the minimum capital stock and surplus required by section 4, and shall be in such greater amount as the commissioner may deem to be necessary in the public interest. The capital stock and surplus of such bank need not be paid in cash, but may consist of assets of the national banking association approved by the commissioner as to value.
L.1948, c. 67, p. 290, s. 151. Amended by L.1951, c. 41, p. 151, s. 5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-152 - Effect of conversion

17:9A-152. Effect of conversion
Upon compliance with the requirements of this article,
(1) the bank shall be authorized to transact business pursuant to this act;
(2) the property and rights of the national banking association shall vest in the bank without further act or deed;
(3) the rights and obligations of the national banking association shall become the rights and obligations of the bank;
(4) if the bank is a qualified bank, it shall, without further act or deed and without order or judgment of any court, succeed the national banking association in every fiduciary and agency capacity of the association, unless prohibited by the instrument under which the association acted in such fiduciary or agency capacity; and
(5) any pending action by or against the national banking association shall survive its conversion into a bank, and the bank shall be substituted for the association.
L.1948, c. 67, p. 291, s. 152. Amended by L.1953, c. 17, p. 171, s. 27.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-153 - Rights of dissenting stockholders

17:9A-153. Rights of dissenting stockholders
A stockholder of a national banking association which converts into a bank pursuant to this article may make a demand for and receive payment of the value of his shares in such association in the manner defined, prescribed and limited by applicable Federal law, and the bank shall make such payment to such stockholder, and shall pay the costs of appraisal, in the amount and in the manner required by applicable Federal law.
L.1948, c. 67, p. 291, s. 153. Amended by L.1951, c. 41, p. 152, s. 6.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-154 - Issuance of stock

17:9A-154. Issuance of stock
Stockholders of a national banking association who do not demand payment for their shares of stock as specified in section 153, shall become stockholders of the bank, and shall be entitled to receive stock of the bank in an amount which bears the same ratio to the entire capital stock of the bank that the stock held by such stockholder in the association bore to the entire capital stock of the association. In the exchange of stock, the bank may issue preferred stock to those who held preferred stock in the association, and may provide for such of the priorities and preferences to which such stock was entitled when held in the association, as may be lawful under the provisions of this act.
L.1948, c. 67, p. 291, s. 154.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-154.1 - Conversion without approval of state officials; certificate required

17:9A-154.1. Conversion without approval of state officials; certificate required
A bank, as defined in section 1 of "An act concerning banking and banking institutions (Revision of 1948)," approved April twenty-ninth, one thousand nine hundred and forty-eight (P.L.1948, c. 67) may, without the approval of any officer, department, board or other agency of this State, convert itself into and become a national banking association in the manner and with the effect provided by the laws of the United States, as presently enacted, and as hereafter from time to time supplemented or amended, governing the conversion of a bank organized under State laws into a national banking association. A majority of the directors of such bank shall file in the Department of Banking and Insurance a certificate over their signatures that the stockholders of the bank have given their approval to the conversion of such bank into a national banking association in the manner required by the laws of the United States, and that such bank intends to act in pursuance thereof. Upon the taking effect of such conversion pursuant to the laws of the United States, the bank shall be deemed to have surrendered its charter. No bank shall convert itself into a national banking association unless a national banking association may, under the laws of the United States, convert into a bank organized under State laws, without approval by any United States authority, nor shall any bank convert itself into a national banking association at any time when the laws of the United States applicable thereto provide that such conversion may be effected by vote of the shareholders owning less than fifty-one per centum (51%) of the capital stock of such bank entitled to vote.
L.1951, c. 41, p. 152, s. 7.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-155 - Procedure

17:9A-155. Procedure
A. A bank may be dissolved in the manner provided by sections 14A:12-3 or 14A:12-4 of Title 14A, Corporations, General, of the New Jersey Statutes, except that the filings required to be made by section 14A:12-3 or 14A:12-4 of the New Jersey Statutes shall be made in the department; and except further, that the consent of the holders of 2/3 of all the stock of the bank shall be required before a bank may effect its voluntary dissolution.
B. If a bank has heretofore suspended or shall hereafter suspend the transaction of its business, except that incidental to the liquidation and distribution of its assets, and such suspension has heretofore continued or shall hereafter continue for a period of not less than 12 months, and such bank has not been dissolved pursuant to law, the commissioner may make an order, to be filed in the department, forfeiting the bank's rights, powers and privileges as a corporation, and, upon such filing, the corporate rights, powers and privileges of the bank shall cease, and the bank shall thereupon be dissolved. This subsection shall not abridge or affect the rights and powers conferred by article 42.
L.1948, c. 67, p. 292, s. 155. Amended by L.1950, c. 33, p. 67, s. 1; L.1969, c. 244, s. 6, eff. Dec. 23, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-156 - Effect

17:9A-156. Effect
Upon its dissolution pursuant to section 155 or upon the filing of an order of the commissioner pursuant to section 17, the bank, its officers, directors, stockholders, depositors and other creditors shall become and be subject to all the provisions of chapter 12 of Title 14A of the New Jersey Statutes to the extent that such provisions are not inconsistent with this act.
L.1948, c. 67, p. 293, s. 156. Amended by L.1969, c. 244, s. 7, eff. Dec. 23, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-157 - Application of article

17:9A-157. Application of article
A bank may reorganize in the manner provided by this article if
(1) it is insolvent, or has suspended its business for lack of funds to carry it on, and the commissioner is in possession of its property and business; or
(2) a receiver has been appointed pursuant to section 303.
L.1948, c. 67, p. 293, s. 157.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-158 - Who may propose plan; approval or disapproval by commissioner

17:9A-158. Who may propose plan; approval or disapproval by commissioner
A. The commissioner, a bank acting by its board of directors, or three or more depositors or other creditors of the bank who have claims, liquidated as to amount and not contingent as to liability, amounting in the aggregate to ten thousand dollars or more, or the holders of not less than ten per centum of the capital stock of the bank may propose a plan for the reorganization of the bank.
B. If the plan is not proposed by the commissioner or by the bank, it shall first be submitted to the commissioner for approval. The commissioner shall approve a plan if he is satisfied
(1) that it complies with the provisions of section 161;
(2) that it is fair, equitable and feasible;
(3) that the persons who will be the directors and officers of the bank upon reorganization, possess capacity and fitness for the duties and responsibilities with which they will be charged; and
(4) that the interest of the public will be served to advantage by the adoption of the plan.
L.1948, c. 67, p. 293, s. 158.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-159 - Action for approval of plan

17:9A-159. Action for approval of plan
A. The commissioner, or the bank, if either is the proponent of a plan of reorganization, or other proponents of a plan which has been approved by the commissioner pursuant to section one hundred fifty-eight, may, if no other action has been instituted pursuant to this section, institute an action in the Superior Court for approval of the plan. Process against and notice to the stockholders, depositors and other creditors may be served by mail addressed to each at his address as it appears on the bank's records.
L.1948, c. 67, p. 294, s. 159. Amended by L.1953, c. 17, p. 171, s. 28.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-160 - Jurisdiction of Superior Court

17:9A-160. Jurisdiction of Superior Court
The Superior Court shall have jurisdiction of actions pursuant to this article and to make such orders and judgments as may be necessary to
(1) determine the rights, equities and priorities of all parties;
(2) fix the division of creditors and stockholders into classes according to the nature of their respective claims or stock; and, to that end, summarily determine the value of security so as to classify as unsecured the amount in excess of such value;
(3) approve a plan in compliance with the provisions of this article; and
(4) consummate such plan as may be approved by the court.
L.1948, c. 67, p. 295, s. 160. Amended by L.1953, c. 17, p. 172, s. 29.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-161 - Provisions of plan of reorganization

17:9A-161. Provisions of plan of reorganization
A. Every plan of reorganization shall state:
(1) the names of the persons who will be the directors of the bank;
(2) the names of the persons who will be the officers of the bank;
(3) the amount of the capital stock, the classes into which it will be divided, the par value of the shares of each class, and the number of shares in each class; if preferred stock is to be issued, the plan shall state the matters specified in subsection A of section 125;
(4) the amount of the surplus of the bank upon reorganization;
(5) the powers authorized by this act which the bank will have power to exercise;
(6) the claims of creditors, if any, which will be paid in cash in full;
(7) the creditors or stockholders, or any class of creditors or stockholders, not adversely affected by the plan, and the provisions, if any, with respect to them;
(8) the provisions for any class or classes of creditors or stockholders adversely affected by the plan;
(9) the means for execution of the plan; and
(10) the provisions for payment of all costs and expenses of reorganization and other allowances which may be approved or made by the court.
B. In addition to the matters required by subsection A of this section, a plan of reorganization may contain other appropriate provisions not inconsistent with the provisions of this act including, by way of description and not by way of limitation,
(1) provision for the termination of any executory contract, including a lease of real property;
(2) provision for the settlement or adjustment of obligations owing to the bank and for the disposition of such obligations which are not settled or adjusted in the plan;
(3) provision for one or more classes of preferred stock, to be issued for cash, or in whole or in part satisfaction of claims of depositors or other creditors, or in exchange for shares of the capital stock of the bank of any class or classes;
(4) the transfer to a trustee or trustees of any part of the bank's assets for liquidation for the benefit of one or more or all of the classes of creditors and stockholders; and
(5) the merger of the bank with another bank or other banks.
L.1948, c. 67, p. 295, s. 161.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-162 - Approval of plan by the court

17:9A-162. Approval of plan by the court
The proposed plan may be modified under the direction of the court. If, after a hearing, the court shall find that the plan, as proposed or modified,
(1) complies with the provisions of this article,
(2) is fair, equitable and feasible, and,
if the plan is proposed by the bank,
(3) that the persons who will be the directors and officers of the bank upon reorganization, possess capacity and fitness for the duties and responsibilities with which they will be charged; and
(4) that the interest of the public will be served to advantage by the adoption of the plan,
it shall approve the plan and fix a time within which the creditors and stockholders adversely affected thereby may accept or reject the plan.
L.1948, c. 67, p. 297, s. 162. Amended by L.1953, c. 17, p. 172, s. 30.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-163 - Transmittal of plan and court approval to creditors and stockholders

17:9A-163. Transmittal of plan and court approval to creditors and stockholders
Upon approval of the plan by the court, as provided by section 162, the commissioner or receiver who is in possession of the property and business of the bank shall transmit to all depositors, other creditors and stockholders who are affected by the plan,
(1) a copy of the plan as approved;
(2) a copy of the opinion of the court, if any, approving the plan, or a summary of the opinion approved by the court;
(3) a summary of the rights of depositors, other creditors and stockholders provided in sections 164, 165 and 166, approved by the court; and
(4) such other matters as the court may deem necessary or desirable for the information of depositors, other creditors and stockholders.
L.1948, c. 67, p. 297, s. 163.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-164 - Acceptance or rejection of plan

17:9A-164. Acceptance or rejection of plan
A. Following the approval of a plan by the court and its transmittal to depositors, other creditors and stockholders pursuant to sections 162 and 163, the proponent or proponents of the plan shall solicit acceptances from creditors and stockholders of each class adversely affected by the plan. Acceptances of creditors and stockholders shall be filed in the court.
B. No acceptances shall be required of creditors or stockholders of any class which is not adversely affected by the plan, or of stockholders of any class, if the court determines that the liabilities of the bank are in excess of its assets.
C. No person shall, without the consent of the court, solicit any acceptance, conditional or unconditional, of any plan, or any authority, conditional or unconditional, to accept any plan, whether by proxy, deposit, power of attorney or otherwise, until after the entry of an order approving such plan and its transmittal to depositors, other creditors and stockholders as provided in sections 162 and 163. Any such acceptance or authority given, procured or received prior to such approval and transmittal shall be invalid, unless such consent of the court has been so obtained.
D. Any depositor, other creditor or stockholder who is adversely affected by the plan may file a rejection of the plan in the Superior Court within the time limited by the order of the court made pursuant to section 162. Each depositor, other creditor or stockholder who fails to file such a rejection shall be deemed to have accepted the plan.
E. Every fiduciary, every banking institution, insurance company or other corporation of this State, and every officer of this State or of a county, municipality, school district, public board, commission or other body of this State shall have the power to accept or reject a plan of reorganization of a bank and to do such other acts as may be necessary to make such acceptance or rejection effective.
F. If the acceptance or rejection of a plan by the holder of any claim or stock is not in good faith, in the light of or irrespective of the time of acquisition thereof, the court may, after hearing upon notice, direct that such claim or stock be disqualified for the purpose of determining the requisite majority for the acceptance of a plan, as provided in subsection G of this section.
G. If two-thirds in amount of the claims or shares of any class of creditors or stockholders accept or are deemed to have accepted the plan, all creditors or stockholders in such class shall be bound by the plan.
L.1948, c. 67, p. 298, s. 164.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-165 - Provision for classes of creditors or stockholders not bound by plan

17:9A-165. Provision for classes of creditors or stockholders not bound by plan
A. The court, upon such notice and hearing as it shall determine, shall, subject to confirmation of the plan, provide for any class of creditors which is adversely affected by and is not bound by the plan, adequate protection for the realization by the creditors of such class of the value of their claims against the property dealt with by the plan and affected by such claims,
(1) by the transfer or sale, or by the retention by the bank, of such property subject to such claims; or
(2) by a sale of such property free of such claims, at not less than a fair upset price, and the transfer of such claims to the proceeds of such sale; or
(3) by appraisal and payment in cash of the value of such claims; or
(4) by such other method as will, under and consistent with the circumstances of the particular case, equitably and fairly provide such protection.
B. The court, upon such notice and hearing as it shall determine, shall, subject to confirmation of the plan, provide for any class of stockholders which is adversely affected by and is not bound by the plan, adequate protection for the realization by the stockholders of such class of the value of their equity, if any, in the property of the bank dealt with by the plan,
(1) by the sale of such property at not less than a fair upset price; or
(2) by appraisal and payment in cash of the value of their stock; or
(3) by such other method as will, under and consistent with the circumstances of the particular case, equitably and fairly provide such protection; but the protection afforded by this subsection shall not be required if the court shall determine that the liabilities of the bank are in excess of its assets.
L.1948, c. 67, p. 299, s. 165.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-166 - Confirmation of plan

17:9A-166. Confirmation of plan
If the court, upon such notice and hearing as it shall prescribe shall be satisfied that depositors, other creditors and stockholders holding two-thirds in amount of the claims or shares of each class are bound by the plan, as provided in section one hundred sixty-four, exclusive of creditors and stockholders whose acceptances are not required pursuant to subsections B and F of section one hundred sixty-four, and exclusive of each class of creditors or stockholders for which provision is made pursuant to section one hundred sixty-five, it may enter a judgment confirming the plan.
L.1948, c. 67, p. 300, s. 166. Amended by L.1953, c. 17, p. 173, s. 31.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-167 - Allowances for services, costs and expenses

17:9A-167. Allowances for services, costs and expenses
The Superior Court may allow reasonable compensation for services rendered and reimbursement for proper costs and expenses incurred by the commissioner, the bank, and depositors, other creditors and stockholders, and their counsel, in connection with the submission by them of a plan or suggestions for modification of a plan, or in connection with objections by them to the approval or confirmation of a plan. In fixing any such allowances, the court shall give consideration only to the services which contributed to the reorganization of the bank, or to the rejection of a plan of reorganization, and the proper costs and expenses incidental thereto.
L.1948, c. 67, p. 301, s. 167.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-168 - Consummation of plan

17:9A-168. Consummation of plan
A. If no appeal from the judgment confirming the plan is pending at the expiration of the time limited for taking appeals, a copy of the plan, certified by two officers of the bank named in the plan, shall be filed in the department, together with such proof as the commissioner shall require that no such appeal is pending.
B. If an appeal shall be taken from the judgment confirming the plan, no action shall be taken to consummate the plan pending final disposition of the appeal. If the appeal results in an affirmance of the judgment confirming the plan, or if the plan is modified and confirmed in conformance with the decision of the appellate court, a copy of the plan as finally confirmed, certified by two officers of the bank named in the plan, shall be filed in the department with such proof of the final disposition of the appeal as the commissioner shall require.
C. Following the filing of a certified copy of the plan in the department pursuant to subsection A or subsection B of this section, and following the consummation of the plan pursuant to its provisions and pursuant to such orders of the court as may be necessary therefor, the commissioner shall issue a certificate of authority to the bank. Upon the issuance of the certificate of authority the bank shall be authorized to transact business pursuant to this act.
D. Any certificate, agreement or other instrument required to be executed, or executed and acknowledged, for the purpose of the consummation of the plan may be executed, or executed and acknowledged, by such persons as shall be named therefor by the court or in the plan of reorganization, if there shall be no persons otherwise authorized by law to execute, or execute and acknowledge, such certificates, agreements or other instruments.
L.1948, c. 67, p. 301, s. 168. Amended by L.1953, c. 17, p. 173, s. 33.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-169 - Amendment of certificate of incorporation

17:9A-169. Amendment of certificate of incorporation
A. Whenever a plan of reorganization confirmed by the court and filed in the department contains one or more provisions which may be effected under this act only by an amendment to the certificate of incorporation of the bank, a certificate of amendment, provided for by section 117, or an amended certificate of incorporation, provided for by section 118, shall be executed and acknowledged by two officers of the bank named in the plan of reorganization, one of whom shall be the president or a vice-president. The provisions of section 117 for a resolution by the board of directors of the bank setting forth the proposed amendment and for the approval of the proposed amendment or any modification thereof by the stockholders, shall not be required in the case of a certificate executed pursuant to this section. Such certificate shall be submitted to the commissioner for his approval.
B. If the commissioner shall find that a certificate which has been executed pursuant to this section conforms to the plan of reorganization, he shall endorse his approval upon the certificate and shall file it in the department. The certificate of incorporation of the bank shall thereupon be amended as set forth in the certificate of amendment or in the amended certificate of incorporation.
L.1948, c. 67, p. 302, s. 169.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-170 - Modification of plan

17:9A-170. Modification of plan
A. A plan of reorganization may be modified, with the approval of the Superior Court, at any time prior to the issuance of the certificate of authority pursuant to subsection C of section 168, if, in the opinion of the court, the modification does not materially and adversely affect the interests of the depositors, other creditors or stockholders of the bank.
B. If the court finds that the proposed modification merits consideration, and that it materially and adversely affects the interests of the depositors, other creditors or stockholders of the bank, it shall fix a time for a hearing for the consideration of the proposed modification. The proceedings upon the proposed modification, and the rights of the depositors, other creditors and stockholders with respect thereto shall be as provided in sections 162 to 169, inclusive.
L.1948, c. 67, p. 303, s. 170.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-171 - Effect of reorganization upon claims and property

17:9A-171. Effect of reorganization upon claims and property
Upon the issuance of the certificate of authority pursuant to subsection C of section 168,
(1) the plan shall be binding upon the bank and upon all of its depositors, other creditors and stockholders; and
(2) the property dealt with by the plan shall be free and clear of all claims and interests, except as provided in the plan or in such order as the court may make authorizing or directing the transfer of such property.
L.1948, c. 67, p. 303, s. 171.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-173 - Limitation on actions

17:9A-173. Limitation on actions
No reorganization effected pursuant to the provisions of this article shall be questioned in any action in any court unless such action is instituted within three months from the issuance of the certificate of authority pursuant to subsection C of section 168.
L.1948, c. 67, p. 304, s. 173.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-174 - Application of article

17:9A-174. Application of article
A. The provisions of this article shall apply to the investment of the funds of all savings banks. All investments of money and all sales and transfers of securities may be made as provided in this article, notwithstanding any provision in the certificate of incorporation prescribing the number of managers who shall act in the investment of money and the sale or transfer of securities.
B. The powers conferred by this article shall be cumulative, and an investment or loan made pursuant to one section or subsection hereof shall not abridge the power to make an investment or loan pursuant to any other section or subsection.
L.1948, c. 67, p. 304, s. 174.