New Jersey Administrative Code › Title 3 - BANKING › Chapter 7 - SAFE AND SOUND METHODS OF BANKING › Subchapter 5 - STATEMENT OF INTEREST OF DIRECTORS OF BANKS, TRUSTEES OR MANAGERS OF SAVINGS BANKS AND STATE ASSOCIATIONS AND EXECUTIVE OFFICERS OF BANKS, SAVINGS BANKS AND STATE ASSOCIATIONS › Section 3:7-5.1 - Definitions

Current through Register Vol. 56, No. 14, July 15, 2024
The following words and terms, when used in this subchapter,
				  shall have the following meanings, unless the context clearly indicates
				  otherwise:
"Bank" means a bank or savings bank.
"Bank holding company" is a company which controls a
				  bank.
"Business enterprise" means a corporation, limited liability
				  company (LLC), association, business trust, partnership, joint venture, pool,
				  syndicate, sole proprietorship or any other form of business not specifically
				  listed herein, whether or not such enterprise has engaged in transactions with
				  the designated bank. The term "business enterprise" also includes any personal
				  or family trust and any local governmental unit if, and only if, such
				  enterprise has engaged in any transaction with the designated bank during the
				  last year. The term "business enterprise" excludes:
1. Charitable, social, fraternal, civic or recreational
				  associations;
2. The designated bank;
3. A corporation, partnership, or joint venture which is 50
				  percent or more owned by the designated bank; and
4. A bank holding company whose control of the designated
				  bank is registered with or approved by the Board of Governors of the Federal
				  Reserve System, pursuant to sections 3 or 5 of the Bank Holding Company Act,
				  12 U.S.C.
				  1842 or
				  1844, or any of
				  such holding company's subsidiaries the control of which has been registered
				  with or approved by the Board of Governors of the Federal Reserve pursuant to
				  sections 3, 4, or 5 of the Bank Holding Company Act,
				  12 U.S.C.
				  1842,
				  1843
				  or
				  1844.
5. Any other bank holding company and any company controlled
				  by a bank holding company.
"Business relationship" between the designated bank and the
				  business enterprise shall include:
1. An extension of credit to the business enterprise by the
				  designated bank, including the discounting of notes; or
2. A contract, lease or other agreement, other than a deposit
				  relationship, between the designated bank and the business enterprise;
				  and
3. The acquisition or sale of property, goods or services
				  which aggregated in the past year a dollar value in excess of $ 5,000.
"Commissioner" means the Commissioner of the New Jersey
				  Department of Banking and Insurance.
"Control" and "company" have the meanings set forth in
				  N.J.S.A. 17:9A-373(e) and (f).
"Designated bank" means the particular bank or savings bank
				  of which a person required by this subchapter to file a statement of interest
				  is a director or executive officer.
"Director" means a director of a bank or a trustee or manager
				  of a savings bank.
"Executive officer" means a person who participates or has
				  authority to participate, other than in the capacity of a director, in major
				  policy-making functions of the bank, whether or not: the person has an official
				  title; the title contains a designation of assistant; or the person is serving
				  without salary or other compensation. The chairman of the board, the president,
				  every vice president, the cashier, the secretary, the treasurer and the
				  comptroller are considered to be executive officers, unless by resolution of
				  the Board of Directors or by the bylaws of the bank any such executive officer
				  is excluded from participation in major policy-making functions, other than in
				  the capacity of a director, and the executive officer does not actually
				  participate therein.
"Interest," with regard to a business enterprise,
				  means:
1. Ownership, whether legal, equitable or otherwise, of stock
				  or other forms of legal or equitable participation in the enterprise by the
				  reporting person and/or his or her spouse or minor children which, when
				  aggregated, equals or exceeds either 10 percent of the enterprise's total
				  outstanding indicia of ownership, or, in the case of stock, 10 percent of the
				  total outstanding shares of any class of stock;
2. Indebtedness between the reporting person and a business
				  enterprise (aggregated among the reporting person and his or her spouse and
				  minor children):
i. Equal to or exceeding $ 50,000 owed to the enterprise,
				  provided said enterprise is not primarily engaged in the business of extending
				  credit; or
ii. Equal to or exceeding $ 50,000 or five percent of the
				  enterprise's outstanding debt, whichever is larger, owed from the
				  enterprise.
3. The holding by the reporting person or his or her spouse
				  or minor child of a position in the enterprise; or
4. The possession, directly or indirectly, by the reporting
				  person of the power to direct or cause the direction of the management or
				  policies of the enterprise, whether through the ownership of securities, by
				  contract, by intercompany relationships, or otherwise.
"Material change" means:
1. The acquisition or termination of an interest in a
				  business enterprise; or
2. The creation of a business relationship between the
				  designated bank and a business enterprise.
"Position," with regard to a business enterprise, means an
				  officer, director, trustee or partner. The term also includes an employee,
				  beneficiary, participant or associate with managerial or policy-making
				  responsibilities, or any similar office regardless of title.
"Principal officer" means a president, executive vice
				  president, senior vice president, vice president, treasurer, secretary or
				  comptroller of a bank. Principal officer also includes any person, regardless
				  of title, who is substantially involved in major policy making functions of the
				  bank.
"Reporting person" means a director or executive officer who
				  is required by this regulation to complete and file a statement of interest
				  with the designated bank.
"State association" means a State association as defined in
				  17:12B-5.
"Subsidiary" means a company controlled by a bank holding
				  company.