reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-71.1 - Compliance of bank, savings bank with liability of directors, officers

17:9A-71.1. Compliance of bank, savings bank with liability of directors, officers
24. Any bank or savings bank that is in compliance with Regulation O of the Board of Governors of the Federal Reserve System, 12 C.F.R. s.215 et seq., is deemed to be in compliance with the provisions of sections 71 through 75 of P.L.1948, c.47 (C.17:9A-71 through 17:9A-75).
L.1997,c.33,s.24.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-73 - Overdrafts

17:9A-73. Overdrafts
No bank shall permit a director, executive or other officer or employee of the bank or a corporation, or a partnership, to become liable to the bank by overdraft against a deposit account. This section shall not apply to extensions of credit made pursuant to "The Advance Loan Law of 1968," P.L.1968, c. 64.
L.1948, c. 67, p. 252, s. 73. Amended by L.1979, c. 226, s. 4, eff. Oct. 12, 1979.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-74 - Exempt transactions

17:9A-74. Exempt transactions
74. Exempt transactions.
A. Any liability incurred prior to the effective date of this act, which would, if incurred after the effective date of this act, be subject to this article, may from time to time be wholly or partly renewed to the extent and in the manner authorized by the law in effect when such liability was initially incurred.
B. Nothing in this article shall apply to:
(1) a mortgage loan made by a bank to an executive officer of the bank or to him or her and his or her spouse, if:
(a) the mortgaged property has erected thereon a one- or two-family dwelling occupied or to be occupied wholly or partly by such officer; or
(b) the proceeds of the loan shall be used for the purpose of erecting upon the mortgaged property a one- or two-family dwelling to be so occupied; or
(c) the mortgaged property is a one- or two-family condominium unit occupied or to be occupied wholly or partly by such officer.
(2) a loan secured by a first lien on stock in a residential cooperative housing corporation, where the proceeds of the loan are used to finance the acquisition of such stock and the officer shall occupy an apartment or dwelling unit in premises owned by the residential cooperative housing corporation; or
(3) any loan or loans made to an executive officer of the bank to finance the education of a child of such officer; or
(4) any liability to a bank incurred by any officer who is not an executive officer of such bank.
L.1948,c.67,s.74; amended 1966,c.273,s.3; 1979,c.226,s.5; 1983,c.18,s.2; 1993,c.48,s.1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-75 - Violations; penalties; liability

17:9A-75. Violations; penalties; liability
A. The following shall be guilty of misdemeanors:
(1) A director, or an executive officer of a bank who knowingly incurs liability to the bank in violation of subsections B and C of section 72;
(2) Any person who knowingly permits or aids a director, or an executive officer of a bank or a corporation or partnership to incur liability to a bank in violation of subsections B and C of section 72;
(3) A director of a bank who votes in favor of an application presented to the bank by such director or by a corporation in which such director alone, or with one or more directors or officers of the bank, has a controlling interest, or by a partnership of which such director is a general or limited partner, if, pursuant to such application, liability is incurred in violation of subsections B and C of section 72;
(4) A director or an executive officer of a bank who, alone, or with one or more directors or executive officers of the bank, has a controlling interest in a corporation or who is a general or limited partner of a partnership which presents an application to the bank pursuant to which liability is incurred in violation of subsections B and C of section 72 and who, having knowledge of such application prior to its acceptance, fails to disclose his interest to the executive committee or the board of directors prior to such acceptance.
B. Each person described in paragraphs (2), (3), and (4) of subsection A of this section shall be personally liable on demand to the bank for the liability incurred in violation of subsections B and C of section 72, with interest, and, upon payment thereof, shall be subrogated to the rights of the bank.
L.1948, c. 67, p. 253, s. 75. Amended by L.1966, c. 273, s. 4; L.1979, c. 226, s. 6, eff. Oct. 12, 1979.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-76 - By-laws; adoption

17:9A-76. By-laws; adoption
The stockholders of a bank shall have the power to make, alter and repeal by-laws. If so provided in the certificate of incorporation, the power to make, alter and repeal by-laws may be conferred upon the board of directors, but any exercise of such power by the board of directors shall be subject to alteration or repeal by the stockholders at any meeting. The by-laws may include any provision not inconsistent with this act for the regulation of the affairs of the bank.
L.1948, c. 67, p. 254, s. 76.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-77 - By-laws; limitations on powers of directors

17:9A-77. By-laws; limitations on powers of directors
A board of directors which shall be empowered to make, alter and repeal by-laws may not, however, exercise such power with respect to by-laws
(1) fixing the number of directors of the bank or the manner and time of determining such number;
(2) establishing the requirement for calling a special meeting of the stockholders; or
(3) setting forth the manner in which the by-laws may be made, altered or repealed.
L.1948, c. 67, p. 254, s. 77.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-78 - By-laws; amendments; repeal; notice

17:9A-78. By-laws; amendments; repeal; notice
By-laws shall not be made, altered or repealed by the stockholders except at an annual or special meeting of the stockholders by the affirmative vote of the holders of a majority of the capital stock of the bank entitled to vote at such meeting. By-laws shall not be made, altered or repealed by the board of directors except by the affirmative vote of a majority of the whole board at any regular or special meeting of the board of directors, and unless at least two days prior written notice of the intended action shall have been given to the directors. Such notice may be waived by a director at or prior to the meeting.
L.1948, c. 67, p. 255, s. 78. Amended by L.1949, c. 229, p. 718, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-79 - Annual meetings; notice

17:9A-79. Annual meetings; notice
79. Annual meetings; notice.
A. The annual meeting of the stockholders of every bank shall be held on such day in January, February, March or April in each year as the bylaws shall provide; or, if there be no governing bylaw, then on the fourth Tuesday in March; or, in the case of a savings bank operating on a fiscal-year basis, the annual meeting shall be held no later than 120 days after the closing of the fiscal year. The commissioner may require that prior notice be given to him of a change in the date of an annual meeting, and may prescribe the form of such notice and the time when such notice shall be given.
B. Not less than 10 days prior to the date fixed for such meeting, notice of the annual meeting shall be published once in a newspaper published and circulated in the municipality in which the bank maintains its principal office, or, if there be no such newspaper, then in one published in the county in which the bank maintains its principal office or in an adjoining county, and which has general circulation in the municipality in which the bank maintains its principal office. In addition, notice of such meeting shall be given as provided in section 81. At such annual meeting, directors shall be elected and such other business may be transacted as may properly be brought before a meeting of stockholders, except that no business other than the election of directors shall be transacted at such meeting unless notice of such other business shall have been given in the manner provided by section 81. Notice of such other business need not be included in the publication of notice required by this section.
L.1948,c.67,s.79; amended 1949,c.229,s.2; 1950,c.46; 1964,c.236; 1965,c.204,s.1; 1986,c.186,s.2; 1992,c.187,s.5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-79.1 - Written consents

17:9A-79.1. Written consents
Any action required or permitted to be taken at a meeting of stockholders by P.L. 1948, c. 67 (C. 17:9A-1 et seq.), or the certificate of incorporation or bylaws of a bank, may be taken without a meeting if all stockholders consent thereto in writing. Whenever action is taken pursuant to this section, the written consents of the stockholders consenting thereto shall be filed with the minutes of proceedings of stockholders. Any action taken pursuant to this section shall have the same effect for all purposes as if the action had been taken at a meeting of the stockholders. If any other provision of P.L. 1948, c. 67 (C. 17:9A-1 et seq.) requires the filing of a certificate upon the taking of an action by the stockholders, and the action is taken in the manner authorized by this section, the certificate shall state that the action was taken without a meeting pursuant to the written consents of all of the stockholders.
L. 1986, c. 186, s. 3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-80 - Special meetings; call

17:9A-80. Special meetings; call
Special meetings of the stockholders of a bank may be called at any time by the president, the board of directors, the holders of not less than one-tenth of all shares outstanding with voting rights, or by such other officers or persons as may be so authorized in the certificate of incorporation or by-laws of the bank. At any time upon the written request of any person or persons entitled to call a special meeting, the secretary or cashier of the bank shall notify the stockholders of the call of a special meeting to be held at such time as the notice shall specify, but in no event shall such notice specify a time more than sixty days after the receipt of the request.
L.1948, c. 67, p. 256, s. 80.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-81 - Stockholders' meetings; notice.

17:9A-81 Stockholders' meetings; notice.
81. Stockholders' meetings; notice. Notice of all meetings of stockholders shall be given to the stockholders not less than 10 nor more than 60 days prior thereto, by mail, postage prepaid, addressed to each stockholder at his address as it appears on the books of the bank. The notice shall specify the place, day and hour of the meeting and the nature of the business to be transacted or if participation by stockholders by means of remote communication has been authorized pursuant to subsection b. of section 83 of P.L.1948, c.67 (C.17:9A-83).
Except as otherwise provided by section 79, no business may be transacted at any meeting except that specified in the notice of the meeting.
L.1948, c.67, s.81; amended 1949, c.229, s.3; 1986, c.186, s.4; 2021, c.202, s.2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-82 - Special meetings; failure to issue call; action by commissioner

17:9A-82. Special meetings; failure to issue call; action by commissioner
If the secretary or cashier neglects or refuses to issue a call for a special meeting as provided in section 80, the person or persons making the request may petition the commissioner to issue an order compelling the calling of such a meeting. The commissioner shall issue such an order upon such a petition if he finds that a request for a call for a special meeting has been made pursuant to section 80.
L.1948, c. 67, p. 256, s. 82.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-83 - Place and hour of meeting; adjournments.

17:9A-83 Place and hour of meeting; adjournments.
83. a. Subject to subsection b. of this section, any meeting of stockholders may be held at the principal office of the bank, or at any branch office, or at any place other than the principal office or a branch office, provided such other place is in a municipality in which the bank maintains its principal office or a branch office. Each meeting shall be convened at such hour as is fixed by the by-laws, or, if not so fixed, at such hour as shall be stated in the call for the meeting. Any meeting may be adjourned from time to time for any period of time and to any place where it is lawful to hold a meeting. When any meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting.
b. Any meeting of stockholders may be held solely or in part by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
(1) One or more stockholders may participate in a meeting of stockholders by means of remote communication to the extent the board authorizes that participation, including the authorization of a meeting of stockholders held solely by means of remote participation. Stockholder meetings conducted in part or solely by means of remote communications and any stockholder's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with this subsection.
(2) A stockholder participating in a meeting of stockholders by means of remote communication in reliance upon paragraph (1) of this subsection shall be deemed present in person and shall be entitled to vote at the meeting. In any meeting conducted in part or solely by means of remote communication in reliance upon paragraph (1) of this subsection, the bank shall implement reasonable measures to:
(a) verify that each person participating remotely is a stockholder or a proxy of a stockholder;
(b) provide each stockholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the stockholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(c) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
L.1948, c.67, s.83; amended 1954, c.142, s.2; 2021, c.202, s.3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-84 - List of stockholders

17:9A-84. List of stockholders
A. The officer having charge of the stock transfer books for shares of stock of a bank shall make, or cause to be made, and certify a complete list of the stockholders entitled to vote at a stockholder's meeting or any adjournment thereof. Such list shall
(1) Be arranged alphabetically, within each class and series, with the address of, and the number of shares held by, each stockholder;
(2) Be produced at the time and place of the meeting;
(3) Be subject to the inspection of any stockholder during the whole time of the meeting; and
(4) Be prima facie evidence as to who are the stockholders entitled to examine such list or to vote at any meeting.
B. If the requirements of this section have not been complied with, the meeting shall, on demand of any stockholder in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting prior to the making of any such demand.
L.1948, c. 67, p. 257, s. 84. Amended by L.1953, c. 17, p. 165, s. 19; L.1965 c. 171, s. 10; L.1970, c. 165, s. 5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-85 - Voting of treasury stock

17:9A-85. Voting of treasury stock
Shares of its own capital stock belonging to a bank shall not be voted directly or indirectly. Any shares disqualified from voting solely because of such ownership shall not be counted in determining the proportion of or the number of shares or votes required to pass or to vote upon or to consent or assent to any matter or in determining the number of shares required to constitute a quorum at any meeting of the stockholders.
L.1948, c. 67, p. 258, s. 85.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-86 - Voting of stock subject to pledge

17:9A-86. Voting of stock subject to pledge
A stockholder who shall pledge his stock may nevertheless represent and vote such stock in person or by proxy at all stockholders' meetings, unless such stock is transferred on the books of the bank, and in the instrument of transfer it is stated that the transferee is a pledgee or a nominee of a pledgee, and that the pledgee or the nominee of the pledgee is empowered to represent and vote such stock, in which case only the pledgee or the nominee of the pledgee, in person or by proxy, may represent the stock and vote thereon.
L.1948, c. 67, p. 258, s. 86.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-87 - Voting of stock held by a corporation

17:9A-87. Voting of stock held by a corporation
If shares of the capital stock of a bank are registered in the name of a corporation, such corporation may vote such shares by a proxy signed by its president or by any vice-president, or signed in such other manner as shall be determined by its board of directors or other governing body.
L.1948, c. 67, p. 258, s. 87. Amended by L.1949, c. 55, p. 352, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-88 - Voting of stock held by joint tenants or tenants in common

17:9A-88. Voting of stock held by joint tenants or tenants in common
Shares of the capital stock of a bank held jointly or as tenants in common by two or more persons may be represented and voted in person or by proxy at any meeting of the stockholders by any one of such persons, unless another joint tenant or tenant in common seeks to represent or vote any of such shares in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which such shares shall be represented or voted, shall control if presented at the meeting. If there be no such agreement presented at the meeting, the majority in number of such joint tenants or tenants in common present in person or by proxy shall control the manner of representation and voting. If there be no such majority, or if there be two such joint tenants or tenants in common, both of whom seek to represent and vote such shares, the shares shall, for the purposes of representation and voting, be divided equally among such joint tenants or tenants in common present in person or by proxy.
L.1948, c. 67, p. 258, s. 88.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-89 - Voting stock held by fiduciaries

17:9A-89. Voting stock held by fiduciaries
A. Shares of the capital stock of a bank held in a fiduciary capacity may be voted in person or by proxy by the fiduciary holding such shares. If a bank holds shares of its own capital stock in a fiduciary capacity, such shares may be voted and shall be counted in determining the total number of outstanding shares at any given time.
B. If shares of the capital stock of a bank are held in a fiduciary capacity by two or more fiduciaries, such shares may be represented and voted at any meeting of the stockholders by any one of such fiduciaries, unless either (1) such fiduciary shall be acting under an instrument or judgment of court which otherwise directs, or (2) two or more fiduciaries seek to represent or vote such shares in person or by proxy in a conflicting manner. If the instrument or judgment of court under which the fiduciaries are acting does not provide the manner in which such shares shall be represented or voted, and the cofiduciaries are in disagreement as to such representation or voting, such shares shall be represented and voted in the manner determined by a majority of the cofiduciaries and, if they be equally divided, such shares shall not be represented or voted except pursuant to an order or judgment of a court of competent jurisdiction.
L.1948, c. 67, p. 259, s. 89. Amended by L.1953, c. 17, p. 166, s. 20.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-90 - Voting in person or by proxy

17:9A-90. Voting in person or by proxy
A. Stockholders of a bank may vote at all meetings either in person or by proxy. Every proxy shall be executed in writing by the stockholder or his agent and shall be filed with the secretary or cashier of the bank. When a proxy is executed by an agent of a stockholder, the instrument authorizing the agent to execute the proxy, or a photostatic copy thereof, shall also be filed with the secretary or cashier of the bank.
B. No proxy shall be valid after eleven months from the date of its execution, unless a longer time is expressly provided therein, but in no event shall a proxy be valid after three years from the date of its execution. If a proxy is undated, it shall be presumed to be dated as of the date on which it is filed pursuant to this section.
C. A proxy shall be revocable at will, but its revocation shall not be effective until written notice of such revocation is filed with the secretary or cashier of the bank. A proxy shall not be revoked by the death or incapacity of the stockholder until written notice of such death or incapacity shall be filed with the secretary or cashier of the bank. Unless the by-laws otherwise provide, the presence at any meeting of any stockholder who has given a proxy shall not revoke such proxy unless the stockholder shall file written notice of such revocation with the secretary of the meeting.
D. Nothing in this section shall limit the period of validity of a proxy or permit its revocation contrary to its terms, if such proxy is coupled with an interest.
E. While a meeting of the stockholders is in progress, the filing with the secretary or cashier of the bank required by subsections A and C of this section shall be made with the secretary of the meeting.
L.1948, c. 67, p. 260, s. 90.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-90.1 - Voting trusts

17:9A-90.1. Voting trusts
Agreements hereafter made between two or more of the stockholders of a bank pursuant to which stock of the bank held by them is transferred to or deposited with a trustee or agent for the purpose of vesting in such trustee or agent the right to vote thereon, shall be invalid; provided, that nothing herein contained shall prohibit a stockholder of a bank from depositing stock of a bank with a trustee or agent under the terms of a voting trust agreement presently lawfully in effect.
L.1948, c. 67, p. 261, s. 90.1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-91 - Quorum

17:9A-91. Quorum
At all meetings of stockholders of a bank, the presence in person or by proxy of the holders of a majority of the outstanding shares entitled to vote shall constitute a quorum for the transaction of business. Unless otherwise provided by law, the acts of the holders of a majority of the shares represented at any meeting at which a quorum is present shall be the acts of the stockholders. If a quorum is not present at a meeting, a majority in interest of the stockholders present in person or by proxy may adjourn the meeting to a fixed time.
L.1948, c. 67, p. 261, s. 91.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-92 - Judges of election

17:9A-92. Judges of election
A. In advance of each meeting of the stockholders of a bank, the board of directors shall appoint one judge or three judges who may be stockholders, and who shall perform the duties hereinafter in this section set forth. If a judge or judges be not so appointed, or, if appointed, shall fail or refuse to serve at such meeting or at an adjournment thereof, the chairman of the meeting shall make the appointment or fill any vacancy. If no judge shall have been appointed in advance of a meeting, the stockholders shall determine whether one or three judges shall be appointed.
B. Before entering upon his duties, each judge shall take and subscribe an oath to perform the duties of his office impartially and in good faith.
C. The judge or judges shall determine
(1) the number of shares outstanding;
(2) the number of shares represented at the meeting;
(3) the voting rights of each share;
(4) the existence of a quorum; and
(5) the authenticity, validity and effect of proxies.
They shall also
(6) hear and determine all challenges and questions arising in connection with the right to ballot;
(7) receive, count and tabulate all ballots;
(8) determine the results of balloting; and
(9) do such other acts as may be proper with respect to balloting.
If there be three judges, the decision, act or certificate of two shall be effective as the decision, act or certificate of all.
D. At the request of the chairman of the meeting, or of any stockholder or his proxy, the judge or judges shall make a report in writing of any matter determined by him or them and execute a certificate of any fact found. The judge or judges shall execute a certificate of the result of any balloting and shall deliver such certificate to the chairman of the meeting, and such certificate shall be recorded in the minutes of the meeting and filed with the bank.
E. If any person shall be elected a director at any meeting at which he served as a judge, his election shall be void and the directors shall not appoint him a director within twelve months next succeeding.
L.1948, c. 67, p. 261, s. 92.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-93 - Presiding officer and secretary of meeting

17:9A-93. Presiding officer and secretary of meeting
Unless the by-laws otherwise provide, the president shall preside at, and the secretary or cashier shall take the minutes at all meetings of the stockholders. If either such officer is not present at any meeting of stockholders, the stockholders may elect a person to preside at such meeting, or to act as secretary of the meeting, and the secretary so chosen shall record the minutes in the minute book of the bank.
L.1948, c. 67, p. 262, s. 93.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-94 - Capital stock; voting rights

17:9A-94. Capital stock; voting rights
A. Except as a bank's certificate of incorporation may otherwise lawfully provide with respect to preferred stock, each share of stock shall entitle the registered holder thereof to (1) one vote with respect to each matter presented at a stockholders' meeting, and (2) one vote for each director to be elected.
B. The shares of the capital stock of a bank shall not be voted cumulatively.
L.1948, c. 67, p. 263, s. 94.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-95 - Summary review of elections by Superior Court

17:9A-95. Summary review of elections by Superior Court
Upon application of any stockholder who questions an election of directors of a bank, the Superior Court, if such application be made in an action brought within twenty days after the election and if reasonable notice of the intended application shall have been given to the bank and to those whose election is questioned, shall have jurisdiction to confirm the questioned election, or order a new election, or make such other order and give such relief as justice may require. The court may proceed in the action in a summary manner or otherwise.
L.1948, c. 67, p. 263, s. 95. Amended by L.1953, c. 17, p. 166, s. 21.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-96 - Record date

17:9A-96 Record date
Record date.
A. The board of directors may fix a date, which shall precede by not more than 60 days:
(1) the date of any meeting of stockholders, or
(2) the date upon which a dividend is to be paid, or
(3) the date upon which rights are to be allotted, or
(4) the date upon which any change or conversion or exchange of capital stock is to take effect, as a record date for the determination of the stockholders who are entitled
(5) to notice of and to vote at any such meeting, and at any adjournment thereof, or
(6) to receive payment of any such dividend, or
(7) to receive any such allotment of rights, or
(8) to participate in any such change, conversion or exchange of capital stock, and in any such case only stockholders of record at the close of business on the date so fixed shall be entitled to notice of and to vote at such meeting and at any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to participate in such change, conversion or exchange, as the case may be, notwithstanding any transfer of stock on the books of the bank after the record date so fixed.
B. If no such record date is fixed, only stockholders of record at the close of business on the sixty-fifth day prior to (1) the date of such meeting, or (2) the date upon which such dividend is to be paid, or (3) the date upon which such rights are to be allotted, or (4) the date upon which such change, conversion or exchange of capital stock is to take effect, shall be entitled to notice of and to vote at such meeting and at any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or participate in such change, conversion or exchange, as the case may be, notwithstanding any transfer of stock on the books of the bank subsequent to such sixty-fifth day.
L. 1948, c. 67, s. 96. Amended by L. 1949, c. 229, s. 4; 1953, c. 71, s. 1; 1954, c. 142, s. 3; 1986, c. 186, s. 5; 1987, c. 218, s. 1.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-98 - Stock certificates; transfers of stock; facsimile signatures

17:9A-98. Stock certificates; transfers of stock; facsimile signatures
A. Every bank shall issue to each of its stockholders a certificate or certificates signed by, or in the name of the bank by, the chairman or vice-chairman of the board, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary, or by the cashier or an assistant cashier, and may be sealed with the seal of the bank or a facsimile thereof. If the certificate is countersigned by a transfer agent or registrar, who is not an officer or employee of the bank, any and all other signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the bank with the same effect as if he were such officer, transfer agent or registrar at the date of its issue.
B. Shares of the capital stock of a bank shall be personal property and shall be held and transferred as provided in chapter 8 of Title 12A of the New Jersey Statutes.
L.1948, c. 67, p. 266, s. 98; amended by L.1962, c. 219, s. 2 eff. Jan. 1, 1963; L.1970, c. 165, s. 7.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-99 - Preemptive rights of stockholders to purchase new stock

17:9A-99. Preemptive rights of stockholders to purchase new stock
A. Except as otherwise provided by law, upon an increase of the capital stock of a bank by an issue of additional shares, every stockholder shall have a right to purchase that proportion of the shares to be issued which the par value of the stock held by him bears to the aggregate par value of the capital stock of the bank before such increase, at such price, which may be in excess of par value, and within such time as shall be fixed by the resolution of the board adopted pursuant to section 117 providing for the issue of such stock, unless (1) such right is waived by him, or (2) the certificate of incorporation otherwise provided at the time of the issue of the shares held by him. For the purposes of this subsection, aggregate par value of the capital stock of a bank shall mean the aggregate par value of all shares the holders of which are entitled under this section to preemptive rights.
B. Unless the certificate of incorporation otherwise provided at the time when the preferred stock held by him was issued, or unless the right is waived by him, the holder of shares of preferred stock shall have the preemptive right specified in subsection A. of this section only in case of the issue of (1) preferred stock of the same class held by him, or (2) preferred stock which has preference or priority, in the payment of dividends or upon liquidation, over the class of preferred stock held by him.
C. Shares of the capital stock not purchased by stockholders in the exercise of the rights provided by subsections A. or B. of this section, shall be sold to such persons as shall be determined by the board of directors, at a price not less than that specified in the resolution of the board adopted pursuant to section 117 providing for the issue of such stock.
L.1948, c. 67, p. 266, s. 99. Amended by L.1950, c. 267, p. 913, s. 1; L.1964, c. 201, s. 1; L.1971, c. 452, s. 1, eff. Feb. 16, 1972.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-100 - Liability of stockholders

17:9A-100. Liability of stockholders
Except as otherwise provided by any law heretofore enacted or by the certificate of incorporation of a bank heretofore organized, the holders of the shares of the capital stock of a bank shall not be liable, by reason of their holding such stock, for any debts, contracts, or obligations of the bank, or for assessments to restore impairments of the capital stock of the bank. In those cases in which any such liability has been imposed upon stockholders by any law heretofore enacted or by any certificate of incorporation heretofore filed, such liability shall terminate one year from the effective date of this act.
L.1948, c. 67, p. 267, s. 100.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-101 - Directors; number; method of determination

17:9A-101. Directors; number; method of determination
A. Every bank shall be managed by a board of not less than five and not more than twenty-five directors.
B. If the certificate of incorporation does not fix the number of directors, and does not provide for the fixing of such number by either the board of directors or the stockholders, the by-laws may fix such number or provide that either the stockholders or the board of directors may fix such number; and, in the absence of any such provision in the by-laws, the stockholders shall, at any meeting at which directors are to be elected, determine the number of directors to be elected at such meeting.
L.1948, c. 67, p. 268, s. 101.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-102 - Directors; classification; election; vacancies; tenure.

17:9A-102 Directors; classification; election; vacancies; tenure.
102. Directors; classification; election; vacancies; tenure.
A. A bank may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they shall severally hold office, but no class of directors shall hold office for a term shorter than one year or longer than five years, and the term of office of at least one class shall expire in each year. No classification of directors shall be effective prior to the first annual meeting of stockholders.
B. The directors named in the certificate of incorporation shall hold office until the first annual meeting of stockholders, and until their successors shall have been elected and qualified. At the first annual meeting of stockholders, and at each annual meeting thereafter, the stockholders shall elect directors to hold office until the next succeeding annual meeting of stockholders, except in the case of the classification of directors pursuant to subsection A. of this section.
C. Directors elected at each annual meeting of stockholders shall be elected by ballot of the stockholders. The persons nominated for election as a director at each annual meeting of stockholders who receive the greatest number of votes shall be elected as directors at that annual meeting.
D. When an increase in the number of directors is authorized, other than an increase authorized pursuant to subsection F. of this section, the newly created directorships shall be filled by the stockholders. The board of directors may, at its option, fill any other vacancy in the board. If, following a vacancy, less than 5 directors or less than a quorum remain, the directors in attendance at the next regular or special meeting of the board shall fill the vacancy.
E. A director elected at an annual meeting of the stockholders shall hold office for the term for which he is elected from the time when a majority of all directors elected at such meeting shall have qualified, and until his successor shall have been elected and qualified. A director otherwise elected or appointed, including a director appointed pursuant to subsection F. of this section, shall hold office from the time when he shall have qualified until the time when a majority of the directors elected at the next annual meeting shall have qualified.
F. If the original or amended certificate of incorporation of a bank so provides, the directors may, between annual meetings, increase the number of directors by not more than 2, and may, subject to the limitation imposed by subsection A. of section 101 of P.L.1948, c.67 (C.17:9A-101), appoint persons to fill the vacancies so created.
L.1948, c.67, s.102; amended 1964, c.32; 2007, c.226.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-103 - Directors; stock ownership, oath

17:9A-103. Directors; stock ownership, oath
103. A. Each director shall own in good faith and hold in the director's own name unpledged shares of the capital stock of the bank, or of a company as such term is defined in section 2 of the federal "Bank Holding Company Act of 1956," 12U.S.C. s.1841 owning more than 80% of the capital stock of such bank, which shares shall comply with at least one of the following conditions:
(1) the aggregate par value of the shares is at least $500, or
(2) the shares have an aggregate book value of at least $500, or
(3) the shares have an aggregate fair market value of at least $500 as determined by the Commissioner of Banking and Insurance.
B. Each director shall, following his election or appointment and before assumption of any duties as a director, take an oath that he will, so far as the duty devolves upon him, diligently and honestly administer the affairs of the bank, and that he will not knowingly violate, or knowingly permit to be violated, any provision of this act, and that he owns in good faith and holds in his own name, capital stock as required by this section. Such oath, subscribed by the director and certified by the officer before whom it is taken, shall be transmitted to the commissioner and filed in the department.
L.1948,c.67,s.103; amended 1968, c.417; 1999, c.252, s.4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-104 - Directors; disqualification

17:9A-104. Directors; disqualification
A director who ceases to be the owner of shares as specified in section 103, or who, within thirty days after his election or appointment, or, in case of his disability, within such further time as the commissioner shall fix, fails to subscribe the oath specified in section 103, or who defaults for thirty days in payment of an undisputed obligation to the bank, shall cease to be a director.
L.1948, c. 67, p. 269, s. 104.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-105 - Directors; quorum; actions

17:9A-105 Directors; quorum; actions
Directors; quorum; actions. a. A majority of the members of the board of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by this act, action taken by a majority of a quorum shall be the action of the board.
b. Unless otherwise provided by the certificate of incorporation or bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to that action, all members of the board or of the committee, as the case may be, consent thereto in writing and those written consents are filed with the minutes of the proceedings of the board or committee. The consent shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as a unanimous vote of the board or committee in any certificate or other document filed with the commissioner.
c. Any or all directors may participate in a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the bylaws.
L. 1948, c. 67, p. 269, s. 105. Amended by L. 1985, c.528, s. 10, eff. Jan. 21, 1986.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-106 - Directors; compensation

17:9A-106. Directors; compensation
Directors shall receive such reasonable compensation as the board of directors may from time to time by resolution provide.
L.1948, c. 67, p. 269, s. 106. Amended by L.1983, c. 18, s. 3, eff. Jan. 21, 1983.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-107 - Chairman of board of directors

17:9A-107. Chairman of board of directors
A bank may, in its by-laws or by resolution of its board of directors, create the office of chairman of the board of directors and define his powers and duties.
L.1948, c. 67, p. 269, s. 107.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:9A-108 - Directors; executive committee

17:9A-108. Directors; executive committee
A. If the number of directors of a bank equals or exceeds nine, the certificate of incorporation or by-laws of the bank may provide for an executive committee of the board of directors to be appointed from time to time by the board of directors from among the directors. The executive committee shall have not less than five members. A majority of the executive committee shall constitute a quorum. Vacancies in the executive committee shall be filled by the board of directors. The board of directors may appoint one or more directors as alternate members of the executive committee to act in the absence or disability of members of the committee, and while so acting such alternate members shall have all the powers of members of the committee. Subject to the provisions of this act and of the certificate of incorporation and the by-laws of the bank, the executive committee may exercise all of the powers of the board of directors with respect to the affairs of the bank, except that the executive committee may not
(1) exercise such powers while a quorum of the board of directors is actually convened for the conduct of business;
(2) declare a dividend or approve any other distribution to stockholders;
(3) make, alter or repeal the by-laws of the bank;
(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.
B. The minutes of each meeting of the executive committee shall be presented to the board of directors at its next meeting following such meeting of the executive committee; except that, when such meeting of the board of directors occurs within two days following the day of such meeting of the executive committee, such minutes shall, if not presented at such first meeting, be presented to the board of directors at its second meeting following such meeting of the executive committee.
L.1948, c. 67, p. 270, s. 108. Amended by L.1950, c. 160, p. 348, s. 1.