reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-251 - Directors' election, vacancies

17:12B-251. Directors' election, vacancies
The directors shall be elected by the stock holders of a capital stock association by ballot at the annual meeting for such term, not exceeding 3 years, as the bylaws provide. Where the term is more than 1 year, the bylaws shall establish terms of office so that an equal number of directors, so far as possible, shall be elected each year. A vacancy in the board may be filled by the board until the next annual meeting of the association, when it shall be filled by the stockholders of the association for the remainder of the unexpired term. Each director shall hold office for the term for which he is elected and until his successor shall be chosen and qualified.
L.1974, c. 137, s. 22, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-252 - Liability of stockholders

17:12B-252. Liability of stockholders
Stockholders, after their stock has been fully paid, are not liable to creditors or for assessments upon their stock. Stock shall be considered fully paid when the consideration for the issuance of any shares of capital stock has been paid, in whole, in cash.
L.1974, c. 137, s. 23, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-253 - Notice to stockholders

17:12B-253. Notice to stockholders
Except where this act or regulations promulgated hereunder expressly provide otherwise, all notices, statements, reports or other documents required to be given to any stockholder may be given to him either personally or by mail, postage prepaid, addressed to him at his last address which appears on the records of the association. Service by mail shall be complete upon posting.
L.1974, c. 137, s. 24, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-254 - Meeting place.

17:12B-254 Meeting place.
25. a. Subject to subsection b. of this section, stockholders' meetings shall be held at the capital stock association's principal office or at such other place within the State of New Jersey as the board shall designate.
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 communication 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 association 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.1974, c.137, s.25; amended 2021, c.202, s.5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-255 - Meetings of stockholders

17:12B-255. Meetings of stockholders
a. Annual. The stockholders shall meet at least once in each year, as the bylaws shall provide, upon not less than 10 days' written notice, which shall be given by mail for the election of directors and the transaction of any other business which may properly be brought before such meeting.
b. Special meetings of the stockholders may be called as provided in the bylaws, but upon not less than 10 days' written notice by mail, and the notice of such meeting shall state the purposes for which it is called.
L.1974, c. 137, s. 26, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-256 - Quorum for stockholders' meetings

17:12B-256. Quorum for stockholders' meetings
The bylaws shall prescribe the number of stockholders which shall constitute a quorum at a meeting.
L.1974, c. 137, s. 27, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-257 - Voting rights of stockholders

17:12B-257. Voting rights of stockholders
a. Each stockholder owning shares of capital stock with voting rights shall be entitled to vote at any meeting of the capital stock association. Each capital stock association shall set forth in its bylaws the voting rights of its stockholders. Each holder of shares of capital stock shall be entitled to one vote for each voting share on each matter submitted to a vote at a meeting of stockholders.
b. Stockholders may vote by written proxy if the bylaws so provide and the bylaws may prohibit voting by persons who have become stockholders within 60 days of the date when the vote is cast.
c. Each share of stock held jointly shall be allowed one vote.
L.1974, c. 137, s. 28, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-258 - Reports to stockholders

17:12B-258. Reports to stockholders
Every capital stock association shall make available to its stockholders annually, a report of its financial condition as of the end of the fiscal year, either
a. By mailing to each stockholder of record a statement of assets and liabilities, and a statement of operations; or
b. By publishing a statement of its assets and liabilities at least once in a newspaper published or circulating in the municipality in which the principal office of the capital stock association is located and by furnishing to any stockholder upon request, a statement of assets and liabilities, and a statement of operations; or
c. By reporting in such manner and form as may be required by regulations promulgated by the commissioner.
L.1974, c. 137, s. 29, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-259 - Dividends on capital stock

17:12B-259. Dividends on capital stock
The directors of a capital stock association, after payment of interest to depositors may declare dividends on capital stock from net income, earned surplus or undivided profits in accordance with the provisions of this act and the bylaws of such association, provided that before and following the declaration of any such dividend, a capital stock association shall have reserve required by this act, including reserves and net worth which are in compliance with the regulations of the Federal Savings and Loan Insurance Corporation.
L.1974, c. 137, s. 30, eff. Oct. 23, 1974. Amended by L.1981, c. 420, s. 1, eff. Jan. 9, 1982.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-260 - Books and records of capital stock associations; right of inspection

17:12B-260. Books and records of capital stock associations; right of inspection
a. Each capital stock association shall keep books and minutes of the proceedings of its stockholders, board and executive committee, if any. The capital stock association shall keep at its principal office a record or records containing the names and addresses of all stockholders, the number, class and series of shares held by each and the dates when they respectively became the owners of record thereof. Any of the foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. A capital stock association shall convert into written form without charge any such records in any such form upon the written request of any person entitled to inspect them. In the case of shares of stock of a capital stock association, the records of the holders of such shares may be kept at the office of the capital stock association's transfer agent within or without this State.
b. Any person who shall have been a stockholder of record of a capital stock association for at least 6 months immediately preceding his demand and holding at least 5% of the outstanding shares of any class, upon at least 5 days' written demand shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, the minutes of the proceedings of its stockholders and records of stockholders and to make extracts therefrom, at the places where the same are kept pursuant to subsection a. of this section.
c. Nothing herein contained shall impair the power of the commissioner, upon proof by a stockholder of proper purpose, irrespective of the period of time during which said stockholder shall have been a stockholder of record, and irrespective of the number of shares held by him, to compel the production for examination by such stockholder of the books, minutes and records of stockholders of a capital stock association.
L.1974, c. 137, s. 31, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-262 - Plan of conversion

17:12B-262. Plan of conversion
The conversion of a mutual association into a capital stock association shall be effected in accordance with the plan of conversion adopted by the members, and approved by the commissioner, pursuant to the provisions of this act and consistent with the provisions of this section. The plan shall provide:
a. Each savings member in the mutual association shall receive an equivalent account in the capital stock association equal in amount to his account in the mutual association;
b. A record date for determining the respective interests of savings members in the mutual association, which date shall be established and published by the commissioner from time to time in his discretion, but not less often than annually, and may coincide, in the commissioner's discretion, with a record date if the same is established and published by the Federal Home Loan Bank Board. Such record date shall apply to the entire State;
c. Participation in the initial issuance of capital stock by officers, directors and employees of the association and their associates shall be in accordance with the regulations promulgated by the commissioner. The term "associate" of a person shall mean parents, spouse, sisters, brothers, children or anyone married to one of the foregoing persons; any corporation of which the person is an officer, director or owner of more than 10% of the outstanding voting stock; any trust of which such person is a trustee or substantial beneficiary; and any partnership of which such person is a general or limited partner;
d. The interests of directors, officers, employees and associates, as that word is defined in subsection c. of this section, shall be disclosed in the application for conversion filed with the commissioner and in the notice to members of the meeting called to adopt the plan of conversion;
e. Each savings member as of the record date shall receive such rights with respect to the capital stock of the capital stock association as shall be set forth in regulations promulgated by the commissioner;
f. A date upon which the association will advise qualified savings members of their rights and elections with respect to the conversion. Such notice shall be in accordance with regulations promulgated by the commissioner.
L.1974, c. 137, s. 33, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-263 - Adequate reserve and capital requirements

17:12B-263. Adequate reserve and capital requirements
After reorganization or conversion pursuant to the provisions of this act, each capital stock association shall maintain an adequate capital structure appropriate for the conduct of its business and the protection of its depositors. The adequacy of the capital of a capital stock association shall be determined by the commissioner after a valuation of the character of management, the liquidity of assets, history of earnings and the retention thereof, the potential volatility of the account or deposit structure and with due regard to the association's capacity to furnish the broadest services to the public. The reserves required by this act and the capital of a capital stock association resulting from the conversion of a mutual association shall not be less than 5% of its savings accounts or deposits.
L.1974, c. 137, s. 34, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-265 - Supervision of capital stock associations

17:12B-265. Supervision of capital stock associations
In the case of a capital stock association, with regard to the provisions of Article XII, the word "member" shall be either inclusive of stockholders of the capital stock association or shall be construed to mean stockholder wherever appropriate to the context.
L.1974, c. 137, s. 36, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-266 - Merger of capital stock associations

17:12B-266. Merger of capital stock associations
In the case of the merger of any two or more capital stock associations, the procedure to merge shall be as provided in Article XIII of this act except that the word "member" shall be either inclusive of stockholders of the capital stock association or shall be construed to mean stockholder wherever appropriate to the context.
L.1974, c. 137, s. 37, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-267 - Conversion of a capital stock association into a Federal association

17:12B-267. Conversion of a capital stock association into a Federal association
In the case of a capital stock association, the procedure to convert itself into a Federal association shall be as provided in section 222 (C. 17:12B-222) of this act except that all references to members shall be construed to mean stockholders wherever appropriate to the context. All of the provisions regarding property, rights, privileges and obligations as contained in section 223 (C. 17:12B-223) of this act shall apply to the conversion of a capital stock association into a Federal association so that the Federal association shall be a continuation of the converting capital stock association and continue to have all of its property, rights, privileges and obligations as more fully set forth in said section 223.
L.1974, c. 137, s. 38, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-268 - Conversion of a Federal association into a capital stock association

17:12B-268. Conversion of a Federal association into a capital stock association
In the case of a Federal association the procedure to convert itself into a capital stock association shall be as provided in section 224 (C. 17:12B-224) and section 225 (C. 17:12B-225) of this act and section 32 of this amendatory and supplementary act.
L.1974, c. 137, s. 39, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-269 - Commencement of business of capital stock association

17:12B-269. Commencement of business of capital stock association
Capital stock associations shall not commence business until its accounts have been accepted for Federal Savings and Loan Insurance.
L.1974, c. 137, s. 40, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-270 - Dissolution and liquidation of capital stock association

17:12B-270. Dissolution and liquidation of capital stock association
In the case of the dissolution and liquidation of a capital stock association, the procedure shall be as set forth in Article XVIII of this act, except that the word "member" shall be either inclusive of stockholders of a capital stock association or shall be construed to mean stockholder wherever appropriate to the context. In the event of the dissolution and liquidation of a capital stock association, no liquidating dividend to the stockholders of the capital stock association shall be made until all liabilities of the capital stock association, including the withdrawal value of all accounts and deposits, have been satisfied in full.
L.1974, c. 137, s. 41, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-271 - Construction of inconsistent provisions

17:12B-271. Construction of inconsistent provisions
In the event of inconsistency between the provisions of this Article XXI and other provisions of this act, such other provisions to the extent of the inconsistency shall be construed to be applicable to mutual associations only and not to capital stock associations.
L.1974, c. 137, s. 42, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-272 - Rules and regulations

17:12B-272. Rules and regulations
The commissioner shall have power to implement and carry out the provisions and purposes of this Article XXI by the promulgation and issuance of rules and regulations from time to time. The commissioner, when issuing such rules and regulations, shall, to the extent feasible, promulgate such rules and regulations in substantial conformity with applicable rules and regulations of the Federal Home Loan Bank Board and the Federal Savings and Loan Insurance Corporation.
L.1974, c. 137, s. 43, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-277 - Separability; partial invalidity

17:12B-277. Separability; partial invalidity
If any provision of this act, or the application thereof to any person, is held invalid, the remaining provisions of this act, and the application of such provision to any other person, shall not be invalidated or affected thereby.
L.1974, c. 137, s. 48, eff. Oct. 23, 1974.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-280 - Acquisitions in other states permitted

17:12B-280. Acquisitions in other states permitted
a. Notwithstanding the provisions of any law of this State, an insured institution or savings and loan holding company located in this State may acquire an insured institution or savings and loan holding company located in any eligible state other than this State.
b. Nothing in this act or in any other law of this State shall be deemed to prohibit or limit an insured institution or savings and loan holding company located in this State from acquiring an insured institution or savings and loan holding company or insured institutions or savings and loan holding companies located in any jurisdiction other than an eligible state, which acquisition is otherwise permitted by applicable law of the United States or any other state, provided that, if the insured institution or savings and loan holding company becomes an insured institution or savings and loan holding company not located in this State, it shall comply with the provisions of this act if it is to continue to control an insured institution or savings and loan holding company or insured institutions or savings and loan holding companies located in this State.
L. 1987, c. 226, s. 3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-282 - Information to commissioner

17:12B-282. Information to commissioner
a. A savings and loan holding company or an insured institution shall, upon the request of the commissioner, provide to the commissioner a copy of its filings with the Federal Home Loan Bank Board, Federal Savings and Loan Insurance Corporation, or their successors, and the Securities and Exchange Commission.
b. A person, other than a savings and loan holding company, a state of the United States, the United States or a corporation the majority of the shares of which are owned by the United States or by any state, which controls a state association, shall annually provide the following information to the commissioner on or before April 30:
(1) The identity, personal history, business background and experience of the person, including material business activities and affiliations during the past five years, and a description of any material, pending legal or administrative proceedings in which the person is a party and any criminal indictment or conviction of the person issued by a state or federal court;
(2) A statement of the assets and liabilities of the person, for each of five preceding fiscal years, together with related statements of income and source and application of funds for each of those fiscal years, prepared in accordance with generally accepted accounting principles consistently applied; and
(3) Any additional relevant information in that form which the commissioner may require by rule or regulation or by specific request.
c. The commissioner may by rule or regulation or on an individual basis exempt persons from the reporting requirements of this section.
L. 1987, c. 225, s. 2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-283 - Examination; report

17:12B-283. Examination; report
a. The commissioner shall have the right to examine any savings and loan holding company which controls a state association, the cost of which examination shall be assessed against and paid by the savings and loan holding company in an amount to be set by rule or regulation of the commissioner.
b. The examination authorized by this section shall be conducted jointly, concurrently or in lieu of examinations made by a federal or other state regulatory agency. The commissioner shall use, to the extent deemed feasible, filings and reports made by the savings and loan holding company which controls a state association to federal or other state regulatory authorities.
c. A copy of any examination report prepared by the department may be given to any federal or other state regulatory authority pursuant to a written agreement providing for the exchange of reports of examinations between the department and the federal or other state regulatory authority.
d. Except as provided in subsection c. of this section, every report and copy of a report of examination of a savings and loan holding company made by or under the supervision of the commissioner and every report and copy of a report of examination of a savings and loan holding company which proposes to control or controls a state association made by or under the supervision of any federal or other state regulatory authority shall be confidential, and shall not be made public by any officer, director or employee of the savings and loan holding company or the department. These reports and reports of examination shall not be subject to subpena or to admission into evidence in any action or proceeding in any court, except pursuant to an order of the court made upon notice to the commissioner and after affording the commissioner an opportunity to advise the court of reasons for excluding from evidence the report or any portion thereof. The court shall order the issuance of a subpena for the production or admission into evidence of any report or portion thereof, only if it is satisfied that: (1) it is material and relevant to the issues in the proceedings; and (2) the ends of justice and public advantage will be served thereby. This subsection shall not apply to any action or proceeding instituted by the commissioner or Attorney General pursuant to any law of this State.
L. 1987, c. 225, s. 3.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-285 - Fees

17:12B-285. Fees
The following fees shall be paid to the commissioner for the use of the State. The fees shall be in the minimum amount indicated or in such amount as provided by regulation of the commissioner, which amount shall not exceed the maximum amount provided below:
Minimum Maximum
a. Filings pursuant to subsection a.
of section 2 of this act, per item filed ...... $50.00 $100.00
b. Filings pursuant to subsection b.
of section 2 of this act, per item filed ...... $50.00 $100.00
c. Notice pursuant to subsection a.
of section 4 of this act ...... $625.00 $2,500.00
d. Request for hearing pursuant to
subsection d. of section 4 of this act ...... $625.00 $2,500.00
e. Report required by subjection j.
of section 4 of this act ...... $50.00 $100.00
f. Additional report required by
subsection k. of section 4 of this act ...... $50.00 $100.00
g. Report required by subsection l.
of section 4 of this act ...... $50.00 $100.00
h. Notice required by paragraph (3)
of subsection m. of section 4 of this act ...... $50.00 100.00
i. Notice required by paragraph (4)
of subsection m. of section 4 of this act ...... $50.00 $100.00
j. Notice required by paragraph (5)
of subsection m. of section 4 of this act ...... $50.00 $100.00
L. 1987, c. 225, s. 5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-286 - FSLIC insurance required

17:12B-286. FSLIC insurance required
It shall be unlawful, on and after the date three years following the effective date of this act, for any state association to operate without insurance of its accounts by the Federal Savings and Loan Insurance Corporation as defined in subsection (20) of section 5 of P.L. 1963, c. 144 (C. 17:12B-5), (hereinafter referred to as "FSLIC insurance").
a. Within one year of the effective date of this act, every state association shall, as a condition to operate in this State, apply for FSLIC insurance.
b. Any state association which has failed to apply for FSLIC insurance within one year of the effective date of this act, or which has been denied a commitment for FSLIC insurance, shall, within 90 days thereafter, begin steps to merge with an insured association, or transfer, sell or exchange in bulk its assets to an insured association, or a banking institution as defined in subsection (2) of section 1 of P.L. 1948, c. 67 (C. 17:9A-1). Liquidation following the transfer, sale or exchange in bulk of its assets shall be managed and directed by the thereupon to be dissolved state association's board of directors in accordance with the provisions of section 205 and sections 207 through 212 of P.L. 1963, c. 144 (C. 17:12B-205 and 17:12B-207 through 17:12B-212).
c. A state association may apply in writing for an extension of time to obtain FSLIC insurance or to consummate a merger or bulk sale. The commissioner may grant one or more 90-day extensions of time, but not exceeding one year, for a state association to obtain FSLIC insurance or cease its operations as provided by this section.
L. 1987, c. 225, s. 6.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-287 - Management by commissioner

17:12B-287. Management by commissioner
In the event that any state association shall fail to comply with the provisions of this act, the commissioner may take charge of the state association and possession of all its assets, books and records, and continue the operation of its business until the possession and management shall be returned to its board, or until the association shall merge, be dissolved or liquidated. The operation of the state association by the commissioner shall be in accordance with the provisions of Article XII of P.L. 1963, c. 144 (C. 17:12B-177 through 17:12B-197).
L. 1987, c. 225, s. 7.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-288 - Insurance required for charter

17:12B-288. Insurance required for charter
No state association shall be granted a charter by the commissioner on or after the effective date of this act, unless the state association has obtained a commitment for insurance of its accounts by the Federal Savings and Loan Insurance Corporation.
L. 1987, c. 225, s. 8.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-290 - Violations; penalties

17:12B-290. Violations; penalties
Upon a finding by the commissioner, after notice and an opportunity to be heard, of a violation by any person of any provision of this act, or any regulation or order of the commissioner issued pursuant thereto, the commissioner may order the person to cease any violation or to pay a civil penalty not in excess of $1,000.00 per day for each day that the violation continues, or both, the penalty being recoverable in the name of the commissioner in a summary proceeding pursuant to "the penalty enforcement law," N.J.S. 2A:58-1 et seq.
L. 1987, c. 225, s. 12.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-291 - Approval required for use of word "savings bank S.L.A."

17:12B-291. Approval required for use of word "savings bank S.L.A."
Notwithstanding the provisions of section 14 of P.L. 1963, c. 144 (C. 17:12B-14) or any other law of this State, no state association, including a capital stock association, now or hereafter organized pursuant to P.L. 1963, c. 144 (C. 17:12B-1 et seq.) shall use the words "savings bank S.L.A." in its name, representations or advertisements, without obtaining the commissioner's prior approval as herein provided and subject to other terms and conditions as the commissioner may specify by regulation. The commissioner, upon application of a state association and approval thereof by the commissioner, may authorize a state association to use the words "savings bank S.L.A." in its name, representations or advertisements, if he determines that: a. the use of the words "savings bank S.L.A." by the state association is in the public interest; b. the state association is an insured association; c. the state association is being operated in a safe and sound manner and has adequate capital; d. the state association shall not assume or use a name already in use by a mutual or capital stock savings bank organized pursuant to P.L. 1948, c. 67 (C. 17:9A-1 et seq.), as amended, nor a name so similar thereto as to deceive the public or lead to uncertainty or confusion; provided, however, that the commissioner shall not approve an application filed pursuant to this section if the state association meets one or both of the tests applicable to a supervisory merger or supervisory acquisition as provided in subsections a. and b. of section 2 of P.L. 1982, c. 8 (C. 17:16J-2), except that such application may be approved by the commissioner in the course of an acquisition made pursuant to P.L. 1963, c. 144 (C. 17:12B-1 et seq.) and P.L. 1982, c. 8 (C. 17:16J-1 et seq.).
L. 1987, c. 225, s. 13.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-293 - Approval of commissioner needed to acquire more than 25% of voting shares

17:12B-293. Approval of commissioner needed to acquire more than 25% of voting shares
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 state association; or
b. Acquire beneficial ownership or control of any voting shares of a capital stock state association, if, after the acquisition, the person would beneficially own or control more than 25% of the then-outstanding voting share of the capital stock state association.
L.1989,c.165,s.2.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-295 - Factors used in determining approval

17:12B-295. Factors used in determining approval
In determining whether to approve an acquisition of 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 state association, the shareholders of the capital stock state association, 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 state association.
b. With respect to the capital stock state association:
(1) The financial condition and prospects of the capital stock state association, 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 state association before and after the acquisition;
(2) The convenience and needs of the depositors and the communities served by the capital stock state association; and
(3) The effect of the proposed acquisition on the safety and soundness of the capital stock state association.
c. Whether approval of the application would result in a person owning more shares than are permitted by the capital stock state association'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 state association 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 state association shall require the commissioner's prior approval in the same manner required under this act.
L.1989,c.165,s.4.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-296 - Shares acquired in violation not counted; shares to be registered

17:12B-296. Shares acquired in violation not counted; shares to be registered
a. Any shares in excess of 25% of the outstanding voting shares of a capital stock state association which are acquired in violation of sections 2 through 4 of this act 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 state association 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 state association the names and addresses of all persons who hold a beneficial interest in the shares on written demand by the capital stock state association.
L.1989,c.165,s.5.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-299 - Contents of certificate of incorporation

17:12B-299. Contents of certificate of incorporation
a. The board of directors of the organizing mutual state association shall execute a certificate of incorporation for the mutual state association holding company stating:
(1) The name by which the mutual state association holding company shall be known;
(2) The street, street number, and municipality where the principal office of the mutual state association holding company is to be located;
(3) The names and addresses of the directors of the organizing mutual state association;
(4) The number of directors of the mutual state association holding company;
(5) The names of persons who are to act as directors of the mutual state association 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 state association to the mutual state association holding company; and
(7) Any other provisions as the incorporators of the mutual state association holding company deem necessary, or as are required by the commissioner by regulation.
b. The certificate of incorporation of a mutual state association holding company shall provide for the retention of any interests of the respective members of the organizing mutual state association in the assets of the organizing mutual state association, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual state association to the mutual state association holding company.
c. The certificate of incorporation of the mutual state association holding company shall also provide that a liquidation account shall be established, on terms established or approved by the commissioner.
L.1989,c.165,s.8.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-300 - Approval of charter

17:12B-300. Approval of charter
If the commissioner determines that the establishment of a mutual state association holding company is in the best interests of the members of the organizing mutual state association, that the qualifications, experience and character of the proposed officers and directors of the mutual state association holding company are sufficient to result in the successful operation of the mutual state association holding company, and that the interest of the public will be served by the establishment of a mutual state association holding company, that the mutual state association holding company is adequately capitalized, and that the establishment of the mutual state association holding company otherwise meets the requirements of law, the commissioner may approve the charter.
L.1989,c.165,s.9.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-301 - Powers of mutual state association holding company

17:12B-301. Powers of mutual state association holding company
a. The general powers of the mutual state association 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 state association holding companies shall be subject to the requirements of chapter 4 of Title 14A of the New Jersey Statutes and Article V of P.L.1963, c.144 (C.17:12B-62 et seq.), 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 state association holding company, a mutual state association holding company may:
(1) With the prior approval of the commissioner, merge with or into, or consolidate with, another mutual state association holding company or capital stock state association holding company pursuant to this act;
(2) With the prior approval of the commissioner, incorporate a new subsidiary capital stock state association pursuant to the provisions of sections 16 through 24 of this act; except that paragraph (1) of subsection d. of section 17 of this act shall not apply to such subsidiary capital stock state association;
(3) With the prior approval of the commissioner, convert itself into a capital stock state association 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 the powers or engage in the activities authorized for a bank holding company or state association holding company as the commissioner shall by regulation permit.
c. The commissioner may exercise any of the powers vested in him by Article XII of P.L.1963, c.144 (C.17:12B-177 et seq.) with respect to the affairs of the mutual state association holding company. The mutual state association holding company or capital stock state association holding company shall be subject to the requirements of subsection a. of section 2, section 3, and section 5 of P.L.1987, c.225 (C.17:12B-282, 17:12B-283, and 17:12B-285).
L.1989,c.165,s.10.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-302 - Board of directors

17:12B-302. Board of directors
Every mutual state association 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 state association 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 fiscal 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.1989,c.165,s.11.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-303 - Powers of board

17:12B-303. Powers of board
a. The board of directors of every mutual state association 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.1989,c.165,s.12.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-304 - Board officers; compensation

17:12B-304. Board officers; compensation
At the first meeting of the board of directors of the mutual state association holding company following each annual meeting, the board may elect a chairman of the board, and shall elect a president, either of whom may be chief executive officer, or another officer whom it may designate to be the chief executive officer, all of whom shall be directors, and a secretary and a Treasurer, neither of whom need be directors. Other officers of the mutual state association holding company may be appointed from time to time by the directors, as provided in the bylaws.
Reasonable compensation may be paid to directors of the mutual state association holding company for attendance at meetings of the board, or for service upon committees, or for other service rendered, and shall be fixed from time to time by a vote of a majority of the board. The commissioner may direct that the amount of compensation paid to directors of any mutual state association holding company be reduced if in his judgment it is excessive.
A mutual state association holding company may pay its officers any reasonable compensation as may be from time to time fixed by the board of directors. The commissioner may direct that the amount of compensation be reduced if in his judgment it is excessive.
L.1989,c.165,s.13.
2023 New Jersey Revised Statutes › Title 17 - Corporations and Institutions for Finance and Insurance › Section 17:12B-305 - Distribution of surplus

17:12B-305. Distribution of surplus
The board of directors of the mutual state association holding company may, from time to time, by a majority vote of the directors, divide equitably any surplus which may be in excess of the amount required for the operations of the mutual state association holding company or to maintain the safety and soundness of the mutual state association holding company, and distribute the same to the respective members of its subsidiary capital stock state association or associations, in the manner prescribed by this act, and with the approval of the commissioner. The commissioner may, if the commissioner deems the surplus held by a mutual state association holding company to be excessive, order such a distribution to be made by the directors.
L.1989,c.165,s.14.