reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-330 - Violations; disabilities; penalties

17:9A-330. Violations; disabilities; penalties
A. A foreign bank shall not be entitled to maintain any action in any court of this State on any cause arising out of its transaction of business in this State in violation of the provisions of this article.
B. A foreign bank which violates any of the provisions of this article and its directors, officers, agents and employees who participate in any such violation shall be guilty of a misdemeanor.
L.1948, c. 67, p. 411, s. 330. Amended by L.1953, c. 17, p. 190, s. 55.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-331 - Exempt transactions

17:9A-331. Exempt transactions
Nothing in this article shall prohibit a foreign bank from
(1) contracting in this State with a banking institution for the acquisition by such foreign bank from such banking institution of a part interest in or the entire interest in a loan which such banking institution proposes to make, together with a like interest in any security and any security instrument proposed to be given to such banking institution to secure or evidence such loan;
(2) contracting in this State with a banking institution to acquire, and acquiring in this State from such banking institution, a part interest in or the entire interest in any loan heretofore or hereafter made by such banking institution, together with a like interest in any security and any security instrument heretofore or hereafter given to such banking institution to secure or evidence such loan;
(3) enforcing in this State obligations heretofore or hereafter acquired by it in the transaction of business outside of this State, or in the transaction of any business authorized by paragraph (1) or (2) of this section;
(4) acquiring, holding, leasing, mortgaging, contracting with respect to, or otherwise protecting or conveying property in this State heretofore or hereafter assigned, transferred, mortgaged or conveyed to it as security for, or in whole or part satisfaction of a loan or loans made by it or obligations acquired by it in the transaction of business outside of this State, or in the transaction of any business authorized by paragraphs (1) or (2) of this section.
L.1948, c. 67, p. 411, s. 331. Amended by L.1950, c. 97, p. 178, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-332 - Sale of real property by foreign banks in the possession of an administrative or court officer

17:9A-332. Sale of real property by foreign banks in the possession of an administrative or court officer
When the property and business of a foreign bank not authorized to transact business in this State is in the possession of a banking commissioner, receiver, conservator, or other custodian or officer, by whatever name described, such officer may sell or make other disposition of any real property in this State to which title is vested in the foreign bank or in such officer, and may effect such sale or other disposition by deeds of conveyance or other instruments; provided, that a certified copy of any certificate of possession by such officer, or of any judgment, order or decree of a court appointing such officer to take possession, is filed in the department. If an order or decree of a court be required by the laws under which the foreign bank is incorporated, directing or confirming the sale or other disposition of the real property, a certified copy of such order or decree shall also be filed in the department.
L.1948, c. 67, p. 411, s. 332.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-334 - Fees payable by foreign banks.

17:9A-334 Fees payable by foreign banks.
334. A foreign bank shall pay to the commissioner for the use of the State a fee, to be prescribed by the commissioner by regulation, in an amount not less than or not more than, the following minimum and maximum amounts:
Minimum Maximum
(1) For filing a copy of its
certificate of incorporation or
amendment thereof or other
change therein $50.00 $250.00
(2) For filing a statement of
its financial condition 50.00 250.00
(3) For filing a power of
attorney 25.00 75.00
(4) (Deleted by amendment, P.L.2007, c.81).
(5) For registering a back office 500.00
The commissioner shall charge for the issuance of a certificate of authority or a certificate of renewal of a certificate of authority such fee as the commissioner shall prescribe by rule or regulation, not to exceed $1,500.00. The certificate shall run from the date of issuance for a term of not less than two years as set by the commissioner by regulation.
The commissioner may by rule or regulation adopted pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.) impose other fees and charges, including assessments and nonrefundable fees for application and examinations, on out-of-State banks establishing branch offices or agency offices in this State.
L.1948,c.67,s.334; amended 1965, c.171, s.25; 1971, c.116, s.2; 1981, c.321, ss.9,13; 1988, c.73, s.2; 1996, c.17, s.25; 2007, c.81, s.5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-335 - Costs of examination of a bank, savings bank or foreign bank

17:9A-335. Costs of examination of a bank, savings bank or foreign bank
Every bank, savings bank and foreign bank shall pay to the commissioner for the use of the State the reasonable costs of each examination of its affairs made pursuant to this act. The Attorney General may prosecute an action in the name of and for the benefit of the State, in a court of competent jurisdiction, against any bank, savings bank or foreign bank which fails to pay such costs of examination.
L.1948, c. 67, p. 413, s. 335.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-336 - Repeal of prior law

17:9A-336. Repeal of prior law
A. The following sections of the Revised Statutes are hereby repealed:
(1) section 7:4-7;
(2) sections 7:5-7 to 7:5-10, inclusive;
(3) sections 7:6-1 to 7:6-17, inclusive;
(4) sections 17:1A-1 to 17:1A-12, inclusive;
(5) sections 17:2-1 to 17:2-8, inclusive, insofar as they apply to banks and savings banks;
(6) sections 17:3-1 to 17:3-3, inclusive, insofar as they apply to banks and savings banks;
(7) sections 17:4-1 to 17:4-125, inclusive;
(8) sections 17:5-1 to 17:5-11, inclusive;
(9) sections 17:6-1 to 17:6-86, inclusive;
(10) sections 17:7-1 to 17:7-18, inclusive;
(11) sections 17:8-1 to 17:8-16, inclusive;
(12) sections 17:9-1 to 17:9-8.2, inclusive, and 17:9-10 to 17:9-16, inclusive;
(13) sections 17:16-1 to 17:16-19, inclusive.
B. The following acts are hereby repealed:
(1) Laws of New Jersey, 1938, Chapter 222, insofar as it applies to banks and savings banks;
(2) Laws of New Jersey, 1939, Chapters 25 and 123, and Chapter 189, insofar as it applies to banks and savings banks;
(3) Laws of New Jersey, 1940, Chapters 37 and 232;
(4) Laws of New Jersey, 1941, Chapters 39, 41, 106 and 190;
(5) Laws of New Jersey, 1942, Chapter 89;
(6) Laws of New Jersey, 1944, Chapter 30 and section 1 of Chapter 176;
(7) Laws of New Jersey, 1945, Chapter 190;
(8) Laws of New Jersey, 1946, Chapter 317;
(9) Laws of New Jersey, 1947, Chapters 258 and 268.
C. All other acts and parts of acts inconsistent with this act are hereby repealed.
L.1948, c. 67, p. 413, s. 336.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-337 - Reference to Revised Statutes and New Jersey Statutes

17:9A-337. Reference to Revised Statutes and New Jersey Statutes
When any section, chapter or title of the Revised Statutes or the New Jersey Statutes is cited or referred to in this act, such citation or reference shall be deemed to refer to the section, chapter or title of the Revised Statutes or the New Jersey Statutes as enacted and heretofore or hereafter amended or supplemented.
L.1948, c. 67, p. 414, s. 337. Amended by L.1969, c. 244, s. 10, eff. Dec. 23, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-338 - Applicability of Title 14A of the New Jersey Statutes

17:9A-338. Applicability of Title 14A of the New Jersey Statutes
Except to the extent specifically made applicable by this act, the provisions of Title 14A of the New Jersey Statutes as enacted and as amended or supplemented shall not apply to banks and savings banks.
L.1948, c. 67, p. 415, s. 338. Amended by L.1969, c. 244, s. 11, eff. Dec. 23, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-339 - Prior lawful acts not affected

17:9A-339. Prior lawful acts not affected
This act shall not invalidate, terminate, or otherwise affect any act or contract of a bank or savings bank or of the stockholders of a bank lawfully done or entered into prior to the effective date of this act.
L.1948, c. 67, p. 415, s. 339.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-340 - Separability of provisions

17:9A-340. Separability of provisions
If any section or portion of a section of this act shall be invalid for any reason, such invalidity shall not affect the validity of the remaining sections or portions of sections.
L.1948, c. 67, p. 415, s. 340.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-341 - Headnotes not part of act

17:9A-341. Headnotes not part of act
In the construction of this act or any part thereof, no headnote to any article or section shall be deemed to be a part of this act.
L.1948, c. 67, p. 415, s. 341.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-355 - Definitions

17:9A-355. Definitions
As used in this act,
(1) "Corporation" means a corporation organized under any law of this State heretofore, presently or hereafter in force, for a purpose or purposes for which a corporation may be organized under "An act revising the General Corporation Law and establishing a new Title to be known as Title 14A, Corporations, General, of the New Jersey Statutes" approved November 21, 1968 (P.L.1968, c. 350).
(2) "Bank" includes
(a) Every bank heretofore organized pursuant to "An act concerning banks and banking (Revision of 1899)," approved March 24, 1899;
(b) Every trust company heretofore organized pursuant to "An act concerning trust companies (Revision of 1899)," approved March 24, 1899;
(c) Every bank or trust company heretofore organized pursuant to chapter 4 of Title 17 of the Revised Statutes;
(d) Every bank and trust company heretofore authorized by any general or special law of this State to transact business as a bank or a trust company, or as both;
(e) Every bank heretofore or hereafter organized pursuant to articles 2 or 22 of "An act concerning banking and banking institutions (Revision of 1948)" approved April 29, 1948 (P.L.1948, c. 67).
(3) "Acquiring corporation" means a corporation whose board of directors has approved, and authorized the execution of, a plan of acquisition providing for the acquisition by such corporation of ownership of all the outstanding shares of capital stock of one or more banks;
(4) "Participating bank" means a bank whose board of directors has approved, and authorized the execution of, a plan providing for the acquisition by an acquiring corporation of ownership of all the outstanding shares of capital stock of such bank;
(5) "Department" means the Department of Banking and Insurance of New Jersey;
(6) "Commissioner" means the Commissioner of Banking and Insurance of New Jersey.
L.1969, c. 118, s. 1, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-356 - Bank shares; acquisition by corporations

17:9A-356. Bank shares; acquisition by corporations
2. (1) An acquiring corporation may acquire ownership of all the outstanding shares of the capital stock of one or more banks in the manner provided by this act.
(2) Shares of capital stock of an acquiring corporation, or other securities convertible into such shares, may be issued or delivered in exchange for shares of capital stock of one or more participating banks pursuant to a plan of acquisition without first being offered to existing shareholders of the acquiring corporation, (i) except, in the case of an acquiring corporation organized on or after January 1, 1969, as otherwise provided in its certificate of incorporation, or (ii) if, in the case of an acquiring corporation organized prior to January 1, 1969, its certificate of incorporation, as amended, so provides.
(3) The method of acquiring bank shares authorized by this act is not exclusive, but is in addition to any other lawful methods for the acquisition of bank shares by corporations.
L.1969,c.118,s.2; amended 1996, c.17, s.26.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-357 - Plan of acquisition

17:9A-357. Plan of acquisition
Plan of acquisition. (1) The boards of directors of the corporation which seeks to become an acquiring corporation and of each bank which seeks to become a participating bank shall authorize the execution of a plan for the acquisition by such corporation of ownership of all the outstanding shares of the capital stock of each such bank.
(2) The plan of acquisition shall contain
(a) The name and address of the acquiring corporation;
(b) The name and address of each participating bank;
(c) The names and addresses of the members of the board of directors of the acquiring corporation;
(d) The names and addresses of all banks some or all of whose shares of capital stock are owned by the acquiring corporation, with the total number of shares of each such bank issued and outstanding, and the number of shares of each such bank owned by the acquiring corporation;
(e) The terms and conditions of the acquisition, and the mode of carrying it into effect, including the manner of exchanging the shares of each participating bank for cash or shares or other securities of the acquiring corporation, and including provisions respecting the disposition of securities issued by a participating bank and convertible into shares of its capital stock, and options granted to officers and employees of a participating bank to purchase shares of its capital stock;
(f) The effective date of the plan of acquisition;
(g) Such other provisions, including the payment of cash in lieu of the issuance of fractional shares, as may be necessary or appropriate to carry the plan of acquisition into effect.
(3) The plan of acquisition may provide that the shares of the participating bank be exchanged solely for cash or solely for shares or securities of the acquiring corporation or be exchanged for both cash and shares or other securities.
L. 1969, c. 118, s. 3, eff. June 30, 1969. Amended by L. 1985, c. 528, s. 20, eff. Jan. 21, 1986.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-358 - Approval of plan of acquisition by commissioner; review

17:9A-358. Approval of plan of acquisition by commissioner; review
(1) The plan of acquisition, executed by all the parties thereto, shall be submitted to the commissioner who shall, within 60 days from the date of such submission, endorse thereon his approval or disapproval. If the commissioner disapproves the plan of acquisition, he shall forthwith file a memorandum in the department stating the reasons for his disapproval, and shall mail a copy of the memorandum to the acquiring corporation and each participating bank. The commissioner shall not withhold his approval unless he shall find that the plan of acquisition contains provisions which do not conform to law, or that the plan of acquisition is not in the public interest.
(2) The commissioner's disapproval of a plan of acquisition shall be subject to review, hearing and relief in the Superior Court in a proceeding in lieu of prerogative writ.
L.1969, c. 118, s. 4, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-359 - Submission of plan to stockholders; filing

17:9A-359. Submission of plan to stockholders; filing
(1) If the commissioner approves the plan of acquisition, it shall, within 120 days after the date of such approval, be submitted to the stockholders of each of the participating banks at separate meetings called for that purpose upon at least 20 days' notice given in the manner specified in section 81 of "An act concerning banking and banking institutions (Revision of 1948), approved April 29, 1948 (P.L.1948, c. 67)." A copy of the plan of acquisition shall be mailed to each stockholder of each participating bank with the notice of the stockholders' meetings.
(2) If the plan is approved by the stockholders of one or more of the participating banks holding at least 2/3 of the capital stock entitled to vote, that fact shall be certified as to each such bank by its president or a vice-president and the certifications shall be attached to the plan. The plan shall then be filed in the department, and thereupon it shall become effective according to its terms as to the acquiring corporation and each participating bank whose stockholders have approved the plan of acquisition as provided in this section.
L.1969, c. 118, s. 5, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-360 - Notice of dissent; "dissenting stockholder" defined

17:9A-360. Notice of dissent; "dissenting stockholder" defined
(1) Any stockholder of a participating bank electing to dissent from the plan of acquisition may do so by filing with the participating bank of which he is a stockholder, a written notice of such dissent, stating that he intends to demand payment for his shares if the plan of acquisition becomes effective. Such dissent shall be filed before the taking of the vote of the stockholders on the plan of acquisition pursuant to section 5.
(2) Within 10 days after the date on which the plan of acquisition is approved by stockholders of a participating bank as provided in section 5 hereof, such bank shall give notice of such approval by certified mail to each stockholder who has filed written notice of dissent pursuant to subsection (1) of this section, except any who voted for or consented in writing to such plan of acquisition.
(3) Within 20 days after the mailing of such notice, any stockholder to whom the participating bank was required to give such notice, may make written demand on the participating bank for the payment of the fair value of his shares. A stockholder who makes a demand pursuant to this subsection (3) is hereafter in this act referred to as a "dissenting stockholder." Upon making such demand, the dissenting stockholder shall cease to have any rights of a stockholder except the right to be paid the fair value of his shares and any other rights of a dissenting stockholder under this act.
(4) Not later than 20 days after demanding payment for his shares pursuant to this section, the stockholder shall submit the certificate or certificates representing such shares to the participating bank of which he is a stockholder for notation thereon that such demand has been made, whereupon such certificate or certificates shall be returned to him. If shares represented by a certificate on which such notation has been made shall be transferred, each new certificate issued therefor shall bear similar notation, together with the name of the original dissenting holder of such shares, and a transferee of such shares shall acquire by such transfer no rights other than those which the original dissenting stockholder had after making a demand for payment of the fair value thereof.
(5) A stockholder may not dissent as to less than all of the shares owned beneficially by him. A nominee or fiduciary may not dissent on behalf of any beneficial owner as to less than all of the shares of such owner.
L.1969, c. 118, s. 6, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-361 - Valuation date of fair value

17:9A-361. Valuation date of fair value
For the purposes of this act, the fair value of the shares of a participating bank shall be determined as of the day before the day on which the vote of stockholders of such bank was taken as provided in section 5. In determining fair value, there shall be excluded any appreciation or depreciation in value resulting from the consummation of the plan of acquisition.
L.1969, c. 118, s. 7, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-362 - Termination of right of stockholder to be paid the fair value of his shares

17:9A-362. Termination of right of stockholder to be paid the fair value of his shares
(1) The right of a dissenting stockholder to be paid the fair value of his shares shall cease if
(a) He has failed to present his certificates for notation as provided by subsection (4) of section 6, unless a court having jurisdiction, for good and sufficient cause shown, shall otherwise direct;
(b) His demand for payment is withdrawn with the written consent of the participating bank;
(c) The fair value of the shares is not agreed upon as provided in this act, and no action for the determination of fair value by the Superior Court is commenced within the time provided in this act;
(d) The Superior Court determines that the stockholder is not entitled to payment for his shares;
(e) The plan of acquisition of shares is abandoned, rescinded, or otherwise terminated in respect to the participating bank of which he is a stockholder; or
(f) A court having jurisdiction permanently enjoins or sets aside the acquisition of shares.
(2) In any case provided for in subsection (1) of this section the rights of the dissenting stockholder as a stockholder shall be reinstated as of the date of the making of a demand for payment pursuant to section 6 without prejudice to any corporate action which has taken place during the interim period. In such event, he shall be entitled to any intervening pre-emptive rights and the right to payment of any intervening dividend or other distribution, or if any such rights have expired or any such dividend or distribution other than in cash has been completed, in lieu thereof, at the election of the participating bank, the fair value thereof in cash as of the time of such expiration or completion.
L.1969, c. 118, s. 8, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-363 - Rights of dissenting stockholder

17:9A-363. Rights of dissenting stockholder
(1) A dissenting stockholder may not withdraw his demand for payment of the fair value of his shares without the written consent of the participating bank.
(2) The enforcement by a dissenting stockholder of his right to receive payment for his shares shall exclude the enforcement by such dissenting stockholder of any other right to which he might otherwise be entitled by virtue of share ownership, except as provided in subsection (2) of section 8 and except that this subsection shall not exclude the right of such dissenting stockholder to bring or maintain an appropriate action to obtain relief on the ground that consummation of the plan of acquisition will be or is ultra vires, unlawful or fraudulent as to such dissenting stockholder.
L.1969, c. 118, s. 9, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-364 - Determination of fair value by agreement

17:9A-364. Determination of fair value by agreement
(1) Within 10 days after the expiration of the period within which stockholders may make written demand to be paid the fair value of their shares, or within 10 days after the plan of acquisition becomes effective, whichever is later, the participating bank shall mail to each dissenting stockholder the balance sheet and the surplus statement of the participating bank as of the latest available date, which shall not be earlier than 12 months prior to the making of the offer of payment hereinafter referred to in this subsection, and a profit and loss statement or statements for not less than a 12-month period ended on the date of such balance sheet or, if the participating bank was not in existence for such 12-month period, for the portion thereof during which it was in existence. The participating bank may accompany such mailing with a written offer to pay each dissenting stockholder for his shares at a specified price deemed by such bank to be the fair value thereof. Such offer shall be made at the same price per share to all dissenting stockholders of the same class, or, if divided into series, of the same series.
(2) If, not later than 30 days after the expiration of the 10-day period limited by subsection (1) of this section, the fair value of the shares is agreed upon between any dissenting stockholder and the participating bank, payment therefor shall be made upon surrender of the certificate or certificates representing such shares.
L.1969, c. 118, s. 10, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-365 - Procedure on failure to agree upon fair value; commencement of action to determine fair value

17:9A-365. Procedure on failure to agree upon fair value; commencement of action to determine fair value
(1) If the fair value of the shares is not agreed upon within the 30-day period limited by subsection (2) of section 10, the dissenting stockholder may serve upon the participating bank a written demand that it commence an action in the Superior Court for the determination of such fair value. Such demand shall be served not later than 30 days after the expiration of the 30-day period so limited and such action shall be commenced by the participating bank not later than 30 days after receipt by such bank of such demand, but nothing herein shall prevent such bank from commencing such action at any earlier time.
(2) If a participating bank fails to commence the action as provided in subsection (1) of this section a dissenting stockholder may do so in the name of such bank, not later than 60 days after the expiration of the time limited by subsection (1) of this section in which such bank may commence such an action.
L.1969, c. 118, s. 11, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-366 - Action to determine fair value; jurisdiction of court; appointment of appraiser

17:9A-366. Action to determine fair value; jurisdiction of court; appointment of appraiser
In any action to determine the fair value of shares pursuant to this act:
(a) The Superior Court shall have jurisdiction and may proceed in the action in a summary manner or otherwise;
(b) All dissenting stockholders, wherever residing, except those who have agreed with the participating bank upon the price to be paid for their shares, shall be made parties thereto as an action against their shares quasi in rem;
(c) The court in its discretion may appoint an appraiser to receive evidence and report to the court on the question of fair value, who shall have such power and authority as shall be specified in the order of his appointment; and
(d) The court shall render judgment against the participating bank and in favor of each stockholder who is a party to the action for the amount of the fair value of his shares.
L.1969, c. 118, s. 12, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-367 - Judgment in action to determine fair value

17:9A-367. Judgment in action to determine fair value
(1) A judgment for the payment of the fair value of shares shall be payable upon surrender to the participating bank of the certificate or certificates representing such shares.
(2) The judgment shall include an allowance for interest at such rate as the court finds to be equitable, from the day of the meeting of stockholders of the participating bank at which the plan of acquisition was approved to the day of payment. If the court finds that the refusal of any dissenting stockholder to accept any offer of payment made by the participating bank under section 10 was arbitrary, vexatious or otherwise not in good faith, no interest shall be allowed to him.
L.1969, c. 118, s. 13, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-368 - Costs and expenses of action

17:9A-368. Costs and expenses of action
The costs and expenses of bringing an action pursuant to section 11 shall be determined by the court and shall be apportioned and assessed as the court may find equitable upon the parties or any of them. Such expenses shall include reasonable compensation for and reasonable expenses of the appraiser, if any, but shall exclude the fees and expenses of counsel for and experts employed by any party; but if the court finds that the offer of payment made by the participating bank under section 10 was not made in good faith, or if no such offer was made, the court in its discretion may award to any dissenting stockholder who is a party to the action reasonable fees and expenses of his counsel and of any experts employed by the dissenting stockholder.
L.1969, c. 118, s. 14, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-369 - Disposition of shares

17:9A-369. Disposition of shares
Upon payment for shares pursuant to subsection (2) of section 10, or upon payment of a judgment pursuant to subsection (1) of section 13, the participating bank making such payment shall acquire all the right, title and interest in and to such shares, notwithstanding any other provision of law. Shares so acquired by the participating bank shall be disposed of as a stock dividend as provided by section 212 of the Banking Act of 1948, P.L.1948, chapter 67. L.1969, c. 118, s. 15, eff. June 30, 1969.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-383 - Prior approval

17:9A-383. Prior approval
2. No person shall, without the prior approval of the commissioner, acting directly or indirectly or through or in concert with one or more persons:
a. Obtain or exercise control of a capital stock savings bank;
b. Offer to acquire beneficial ownership or control of any voting shares of a capital stock savings bank if, after the acquisition, the person would beneficially own or control more than 25% of the then-outstanding voting shares of the capital stock savings bank; or
c. Acquire beneficial ownership or control of any voting shares of a capital stock savings bank, if, after the acquisition, the person would beneficially own or control more than 25% of the then-outstanding voting shares of the capital stock savings bank.
L.1987,c.201,s.2; amended 1995,c.24,s.2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-384 - Application; hearing

17:9A-384. Application; hearing
3. a. An application by a person for the approval of the commissioner to obtain control of a capital stock savings bank, to offer to acquire beneficial ownership or control of more than 25% of the voting shares of a capital stock savings bank, or to acquire beneficial ownership or control of more than 25% of the voting shares of a capital stock savings bank shall be made on a form provided by the commissioner. The commissioner shall give notice to the capital stock savings bank involved in the proposed transaction and, upon request, shall send a copy of the application to the capital stock savings bank within five business days of receiving the application. If the commissioner decides to hold a hearing on the application, the notice shall include the hearing date established pursuant to subsection b. of this section.
No later than 10 days after the date upon which a completed application is filed with the commissioner, the applicant shall cause to be published a notice of application for control of a capital stock savings bank. This publication shall be made in a newspaper of general circulation in the county in which the capital stock savings bank has its principal office. The notice shall include whatever information the commissioner, by regulation, deems to be necessary and appropriate.
b. The commissioner may hold a hearing on the application within 60 days of receipt of the completed application. If the commissioner decides to hold a hearing on the application, the commissioner shall notify the applicant as to the date of the hearing within five business days of the date the commissioner receives the completed application. The hearing shall be held in accordance with the provisions of the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.) and any rules and regulations promulgated by the commissioner.
L.1987,c.201,s.3; amended 1995,c.24,s.3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-385 - Factors for consideration

17:9A-385. Factors for consideration
In determining whether to approve an acquisition of shares or offer to acquire shares pursuant to section 2 of this act, the commissioner shall consider the following factors:
a. With respect to the applicant:
(1) The financial condition and the resources of the applicant;
(2) The competence, character, and banking experience of the applicant, including the applicant's record of compliance with laws and regulations;
(3) Whether the applicant has (i) employed any device, scheme or artifice to defraud; or (ii) obtained or will obtain any money or property by means of any untrue statement of a material fact or any omission of a material fact; or (iii) engaged in any act, transaction, practice or course of business which operates or would operate as a fraud or deceit upon the capital stock savings bank, the shareholders of the capital stock savings bank, the depositors thereof, or the public at large; and
(4) The applicant's plans and intentions with respect to the operation of the capital stock savings bank.
b. With respect to the capital stock savings bank:
(1) The financial condition and prospects of the capital stock savings bank, which shall include consideration as to the sufficiency of current or projected capital positions, as well as the level of indebtedness of the capital stock savings bank before and after the acquisition;
(2) The convenience and needs of the depositors and the communities served by the capital stock savings bank; and
(3) The effect of the proposed acquisition on the safety and soundness of the capital stock savings bank.
c. Whether approval of the application would result in a person owning more shares than are permitted by the capital stock savings bank's charter or bylaws, in which case the commissioner shall not approve the application; except that this subsection shall not apply to an application for the acquisition of shares of a capital stock savings bank that the commissioner determines is in an unsafe or unsound condition.
In the event the commissioner grants approval of an acquisition of shares as described in subsection a. of this section, the approval shall apply only to the specific transaction set forth by the applicant in his application, and any subsequent acquisition which would further increase the applicant's beneficial ownership or control of the then-outstanding voting shares of the capital stock savings bank shall require the commissioner's prior approval in the same manner required under this act.
L. 1987, c. 201, s. 4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-386 - Voter ineligibility; registration

17:9A-386. Voter ineligibility; registration
5. a. Any shares in excess of 25% of the outstanding voting shares of a capital stock savings bank which are acquired in violation of sections 2 through 4 of P.L.1987, c.201 (C.17:9A-383 through 17:9A-385) shall not be eligible to be voted and shall not be counted in determining the number of shares outstanding for the purpose of determining the number or percent of shares required for shareholder action.
b. All shares of stock in a capital stock savings bank shall be registered in the name of the true owner of the shares, and if held as nominee or in trust or otherwise for the benefit of any other person, the person listed as registered owner shall disclose to the capital stock savings bank the names and addresses of all persons who hold a beneficial interest in the shares on written demand by the capital stock savings bank.
L.1987,c.201,s.5; amended 1995,c.24,s.4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-388 - Formation of mutual savings bank holding company

17:9A-388. Formation of mutual savings bank holding company
The board of managers of an organizing mutual savings bank, by 2/3 vote of the board, may apply to the commissioner to form a mutual savings bank holding company which may be formed in accordance with either subsection a., b., or c. of this section.
a. The board of managers of an organizing mutual savings bank may incorporate a mutual savings bank holding company pursuant to the provisions of section 8 of this act, and subsequently:
(1) Convert to a capital stock savings bank pursuant to section 26 of this act; or
(2) If the mutual savings bank holding company has formed a subsidiary capital stock savings bank pursuant to sections 16 through 24 of this act, either (i) merge with the subsidiary capital stock savings bank pursuant to section 25 of this act or (ii) sell or transfer its assets and liabilities to the subsidiary capital stock savings bank and dissolve pursuant to article 32 of P.L. 1948, c. 67 (C. 17:9A-207); or
b. The board of managers of an organizing mutual savings bank may form a mutual savings bank holding company by:
(1) Incorporating a subsidiary capital stock savings bank pursuant to sections 16 through 24 of this act; and
(2) Transferring the substantial part of the organizing mutual savings bank's assets and liabilities, including all of its deposit liabilities, to the subsidiary capital stock savings bank in return for a majority of the capital stock of the subsidiary capital stock savings bank in accordance with section 17 of this act. Capital deposits and surplus in an amount approved by the commissioner may be retained by the organizing mutual savings bank, which shall be deemed a mutual savings bank holding company, if it follows the procedures set forth in section 27 of this act; or
c. The board of managers of an organizing mutual savings bank may form a mutual savings bank holding company by any other method of reorganization approved by the commissioner.
L. 1987, c. 201, s. 7.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-389 - Certificate of incorporation

17:9A-389. Certificate of incorporation
a. The board of managers of the organizing mutual savings bank shall execute a certificate of incorporation for the mutual savings bank holding company stating:
(1) The name by which the mutual savings bank holding company shall be known;
(2) The street, street number, and municipality where the principal office of the mutual savings bank holding company is to be located;
(3) The names and addresses of the trustees of the organizing mutual savings bank;
(4) The number of trustees of the mutual savings bank holding company;
(5) The names of persons who are to act as trustees of the mutual savings bank holding company, until their successors are elected and qualified;
(6) The amount of capital deposits and surplus which are to be transferred from the organizing mutual savings bank to the mutual savings bank holding company; and
(7) Any other provisions as the incorporators of the mutual savings bank holding company deem necessary, or as are required by the commissioner by regulation.
b. The certificate of incorporation of a mutual savings bank holding company shall provide for the retention of any interests of the respective depositors of the organizing mutual savings bank in the assets of the organizing mutual savings bank, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual savings bank to the mutual savings bank holding company.
c. The certificate of incorporation of the mutual savings bank holding company shall also provide that a liquidation account shall be established, on terms established or approved by the commissioner.
L. 1987, c. 201, s. 8.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-390 - Approval of charter

17:9A-390. Approval of charter
If the commissioner determines that the establishment of a mutual savings bank holding company is in the best interests of the depositors of the organizing mutual savings bank, that the qualifications, experience and character of the proposed officers and directors of the mutual savings bank holding company are sufficient to result in the successful operation of the mutual savings bank holding company, and that the interests of the public will be served by the establishment of a mutual savings bank holding company, that the mutual savings bank holding company is adequately capitalized, and that the establishment of the mutual savings bank holding company otherwise meets the requirements of law, he may approve the charter.
L. 1987, c. 201, s. 9.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-391 - General powers

17:9A-391. General powers
a. The general powers of the mutual savings bank holding company shall be those powers conferred on corporations pursuant to the provisions of N.J.S. 14A:3-1, N.J.S. 14A:3-2, N.J.S. 14A:3-4, and N.J.S. 14A:3-5. Mutual savings bank holding companies shall be subject to the requirements of chapter 4 of Title 14A of the New Jersey Statutes, article 28 of P.L. 1948, c. 67 (C. 17:9A-188 through C. 17:9A-195), article 29 of P.L. 1948, c. 67 (C. 17:9A-196) and article 30 of P.L. 1948, c. 67 (C. 17:9A-197 and C. 17:9A-198), to the extent that those requirements do not conflict with the provisions of this act.
b. In addition to other activities authorized by law for a mutual savings bank holding company, a mutual savings bank holding company may:
(1) With the prior approval of the commissioner, merge with or into, or consolidate with, another mutual savings bank holding company or capital stock savings bank holding company;
(2) With the prior approval of the commissioner, incorporate a new subsidiary capital stock savings bank pursuant to the provisions of sections 16 through 24 of this act; except that paragraph (4) of subsection (a) of section 17 of this act shall not apply to such subsidiary capital stock savings bank;
(3) With the prior approval of the commissioner, convert itself into a capital stock savings bank holding company, pursuant to applicable provisions of this act;
(4) Issue capital debentures, which shall be legal investments for banks, savings banks, savings and loan associations; and
(5) Exercise such power or engage in such activity authorized for a bank holding company or savings and loan holding company as the commissioner shall by regulation permit.
c. The commissioner may exercise any of the powers vested in him by article 42 of P.L. 1948, c. 67 (C. 17:9A-226 et seq.) with respect to the affairs of the mutual savings bank holding company. The mutual savings bank holding company or capital stock savings bank holding company shall be subject to the requirements of subsection a. of section 2, section 3, and section 5 of P.L. 1986, c. 6. Whenever in said sections the term "bank holding company" is used it shall be deemed to refer also to a mutual savings bank holding company or a capital stock savings bank holding company and the term "bank" shall be deemed to refer also to a savings bank.
d. Notwithstanding the provisions of subsection b. of this section, or the provisions of P.L. 1986, c. 5 (C. 17:9A-370 et seq.), a mutual savings bank holding company or a capital stock savings bank holding company shall not be granted authority to exercise any powers granted to a bank holding company pursuant to P.L. 1986, c. 5.
L. 1987, c. 201, s. 10.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-392 - Board of directors

17:9A-392. Board of directors
Every mutual savings bank holding company shall be managed by a board of not less than six nor more than 21 directors. Directors shall be elected by a plurality of the members of the board of directors of the mutual savings bank holding company at the annual meeting, for a term of up to three years, as provided in the bylaws. Each director shall serve for the term for which he is elected and until his successor is elected and has qualified. A vacancy on the board of directors may be filled by a plurality of the members of the board of directors for the remainder of the unexpired term. If the board fails to fill the vacancy within one year, the commissioner may do so. Elections of directors shall be certified by the board and shall be filed with the department within 15 days.
The board of directors shall hold an annual meeting within the first four months of each calendar year, and other meetings at such times and so often as they shall deem necessary. The annual meeting shall be held at a location within the State. A majority of a quorum of the board of directors shall be necessary to transact the business of the board.
L. 1987, c. 201, s. 11.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-393 - Bylaws; executive committee

17:9A-393. Bylaws; executive committee
a. The board of directors of every mutual savings bank holding company shall have the power to make, amend and repeal bylaws not inconsistent with this act, providing for:
(1) The management of its property;
(2) The regulation and government of its affairs;
(3) The terms of office, manner of appointment, and the duties and powers of its officers and committees; and
(4) Such other matters as the board from time to time deems advisable.
b. The bylaws may provide for and the board may elect an executive committee of the board, and other committees as the board may deem advisable. The executive committee may exercise all of the powers of the board, except that the executive committee may not:
(1) Exercise its powers while a quorum of the board is actually convened for the conduct of business;
(2) Declare a dividend or approve any other distribution to the parties in interest;
(3) Make, alter, or repeal the bylaws of the holding company;
(4) Elect or appoint any officer or director; or
(5) Exercise any other power which this act specifically provides shall be exercised by at least a majority of all the directors.
The minutes of each meeting of the executive committee shall be presented to the board of directors at its next meeting following the meeting of the executive committee.
L. 1987, c. 201, s. 12.