Session Laws

Whereas, The deferred operation of this act would tend to defeat its purpose, which is to provide immediately for nationwide interstate banking in the commonwealth, therefore it is hereby declared to be an emergency law, necessary for the immediate preservation of the public convenience.

Be it enacted by the Senate and House of Representatives in General Court assembled, and by the authority of the same, as follows:

SECTION 1. Section 34 of chapter 29 of the General Laws, as appearing in the 1988 Official Edition, is hereby amended by inserting after the word "council", in line 7, the words:- ; provided, however, that the state treasurer shall not include in any such list any state-chartered bank having a descriptive rating of (c) or (d) under section fourteen of chapter one hundred and sixty-seven or any federally insured depository institution having an assigned rating of (C) or (D) under section 807 (b)(2) of the Community Reinvestment Act of 1977, 12 USC 2901 et seq.

SECTION 2. Section 34A of said chapter 29, as so appearing, is hereby amended by adding the following sentence:- The state treasurer shall not make such deposits in any state-chartered bank having a descriptive rating of (c) or (d) under section fourteen of chapter one hundred and sixty-seven or any federally insured depository institution having an assigned rating of (C) or (D) under section 807 (b)(2) of the Community Reinvestment Act of 1977, 12 USC 2901 et seq.

SECTION 3. Paragraph (d) of subdivision (1) of section 23 of chapter 32 of the General Laws, as so appearing, is hereby amended by inserting after the word "that", in line 57, the words:- the state treasurer shall not invest or reinvest such funds in any state-chartered bank having a descriptive rating of (c) or (d) under section fourteen of chapter one hundred and sixty-seven or any federally insured depository institution having an assigned rating of (C) or (D) under section 807 (b)(2) of the Community Reinvestment Act of 1977, 12 USC 2901 et seq.; and provided, further, that.

SECTION 4. Chapter 167 of the General Laws is hereby amended by inserting after section 2 the following seven sections:-

Section 2A. For the purposes of this section and sections two B to two G, inclusive, the following words shall, unless the context clearly indicates otherwise, have the following meanings:-

"Bank", a trust company, commercial bank, savings bank, savings and loan association, cooperative bank, or credit union chartered by the commonwealth or by another state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, any territory or possession of the United States, or a country other than the United States, or a national banking association, federal savings and loan association or federal savings bank which has its main office located in the commonwealth or in any other jurisdiction named herein.

"Consumer transaction", a transaction between a bank and a natural person, in which the money, property or services are primarily for personal, family or household purposes.

No bank shall engage in this commonwealth in unfair methods of competition or unfair or deceptive acts or practices involving consumer transactions. The commissioner shall promulgate rules and regulations defining those acts and practices that shall be deemed to constitute unfair methods of competition or unfair or deceptive acts or practices involving consumer transactions. Such rules and regulations shall not be inconsistent with federal and state consumer protection rules, regulations and decisions, insofar as practicable; provided, however, that the commissioner may make such adjustments and exceptions as in his judgment are necessary to carry out the purposes of this section or to facilitate compliance therewith.

Except for emergency regulations adopted pursuant to section two of chapter thirty A, any regulation, as defined in section one of said chapter thirty A, or any amendment or repeal of any such regulation adopted by the commissioner pursuant to this section, shall, after compliance with all applicable provisions of said chapter thirty A, except section five, be submitted to the general court. Said commissioner shall file the proposed regulation, amendment or repeal with the clerk of the house of representatives, together with a statement that the pertinent provisions of said chapter thirty A, except section five have been complied with. The clerk of the house of representatives, with the approval of the president of the senate and the speaker of the house of representatives, shall refer such regulations to the joint committee on banks and banking. Within thirty days after such referral, said committee may hold a public hearing on the regulations and shall issue a report to said commissioner. Said report shall contain any proposed changes to the regulations voted upon by the committee. The commissioner shall review said report and shall adopt final regulations as deemed appropriate in view of said report and shall file with the chairmen of said banks and banking committee its final regulations. If the final regulations do not contain the changes proposed by the committee, the commissioner shall send a letter to the committee accompanying the final regulations stating the reasons why such proposed changes were not adopted. Not earlier than forty-five days after the filing of such letter and final regulations with the said committee, said commissioner shall file the final regulations with the state secretary as provided in section five of said chapter thirty A and said regulations shall thereupon take effect.

If no such proposed changes to the regulations are made to the commissioner within sixty days of the initial filing of the proposed regulation or any amendment or a repeal of such regulation with the clerk of the house of representatives, the commissioner may file the final regulations with the state secretary as provided in section five of said chapter thirty A and said regulations shall thereupon take effect.

Section 2B. The commissioner shall have the power to examine and investigate into the affairs of every bank engaged in consumer transactions in this commonwealth in order to determine whether such bank has been or is engaged in any unfair method of competition or in any unfair or deceptive act or practice as established by the commissioner by regulation in accordance with the provisions of section two A.

Section 2C. Whenever the commissioner shall have reason to believe that any such bank has engaged or is engaging in this commonwealth in any such unfair method of competition or unfair or deceptive act or practice and that a proceeding by him in respect thereto would be in the interest of the public, he shall issue and serve upon such bank a statement of the charges in that respect and a notice of a hearing thereon to be held at a time and place fixed in the notice, which shall be not less than twenty-one days after the date of the service thereof.

At the time and place fixed for such hearing, such bank shall have an opportunity to be heard and to show cause why an order should not be made by the commissioner requiring such bank to cease and desist from the acts, methods or practices so complained of.

The commissioner, upon such hearing, may administer oaths, examine and cross examine witnesses, receive oral and documentary evidence, and shall have the power to summons witnesses, compel their attendance, and require the production of books, papers, records, correspondence or other documents which he deems relevant to the inquiry. The commissioner upon such hearing shall cause to be made a stenographic record of all the evidence and all the proceedings had at such hearing. In the case of a refusal by any bank to comply with any summons issued hereunder or to testify with respect to any matter relative to the subject matter of such hearing, the superior court of Suffolk county or the county in which the principal office of the bank is located, upon application of the commissioner, may issue an order requiring such bank to comply with such summons and to so testify. Any failure to obey any such order of the court may be punished by the court as contempt thereof.

Statements of charges, notices, orders and other processes of the commissioner under this section may be served by anyone duly authorized by the commissioner, either in the manner provided by law for service of process in civil actions, or by registering and mailing a copy thereof to the bank affected by such statement, notice, order or other process at its principal office. The verified return by the person so serving such statement, notice, order or other process, setting forth the manner of such service, shall be proof of the same, and the return postcard receipt for such statement, notice, order or other process, registered and mailed as aforesaid, shall be proof of the service of the same.

Section 2D. If, after such hearing, the commissioner shall determine that the bank charged has engaged in an unfair or deceptive act or practice, he shall reduce his findings to writing and shall issue and cause to be served upon the bank charged with the violation a copy of such findings and an order requiring such bank to cease and desist from engaging in such method of competition, act or practice. In addition, any bank which commits such an act or practice may be punished by a fine of not more than one thousand dollars for each and every such act or practice.

Until the expiration of the time allowed under section two E for filing a petition for review, if no such petition has been filed within such time or, if a petition has been filed within such time, then until the transcript of the record in the proceeding has been filed in the supreme judicial court, as hereinafter provided, the commissioner may at any time, upon such notice and in such manner as he shall deem proper, modify or set aside, in whole or in part, any order issued by him under this section.

Upon the expiration of the time allowed for filing such a petition for review and in the event that no such petition has been duly filed, the commissioner may at any time, after notice and opportunity for hearing, reopen and alter, modify or set aside, in whole or in part, any order issued by him under this section whenever in his opinion conditions of fact or of law have so changed as to require such action or if the public interest shall so require.

Section 2E. Any bank required by an order of the commissioner under section two D to cease and desist from engaging in any unfair method of competition or any unfair or deceptive act or practice may obtain a review of such order by filing in the supreme judicial court, within thirty days from the date of the service of such order, a written petition praying that the order of the commissioner be set aside. A copy of such petition shall be forthwith served upon the commissioner and thereupon, the commissioner forthwith shall certify and file in such court a transcript of the entire record in the proceeding, including all the evidence taken and the report and order of the commissioner. Upon such filing of the petition and transcript, such court shall have jurisdiction of the proceeding and of the questions determined therein, shall determine whether the filing of such petition shall operate as a stay of such order of the commissioner and shall have the power to make and enter upon the pleadings, evidence and proceedings set forth in such transcript a decree modifying, affirming or reversing the order of the commissioner, in whole or in part. The findings of the commissioner as to the facts, if supported by a clear preponderance of the evidence, shall be conclusive.

To the extent that the order of the commissioner is affirmed, the court shall thereupon issue its own order commanding obedience to the terms of such order of the commissioner. If either party shall apply to the court for leave to adduce additional evidence and shall show to the satisfaction of the court that such additional evidence is material and that there were reasonable grounds for the failure to adduce such evidence in the proceedings before the commissioner, the court may order such additional evidence to be taken before the commissioner and to be adduced upon the hearing in such manner and upon such terms and conditions as the court may deem proper. The commissioner may modify his findings of fact or make new findings by reason of the additional evidence so taken and he shall file such modified or new findings, which, if supported by a clear preponderance of the evidence, shall be conclusive, and his recommendation, if any, for the modification or setting aside of his original order, with the return of such additional evidence.

A cease and desist order issued by the commissioner under section two D shall become final:

(1) Upon the expiration of the time allowed for filing a petition for review if no such petition has been duly filed within such time; except that the commissioner may thereafter modify or set aside his order to the extent provided in section two D; or

(2) Upon the final decision of the court if the court directs that the order of the commissioner be affirmed or the petition for review be dismissed.

No order of the commissioner under this section, or section two D, or order of a court to enforce the same shall in any way relieve or absolve any bank affected by such order from any liability under any other laws of the commonwealth.

Section 2F. Any bank which violates a cease and desist order of the commissioner under section two D after it has become final, and while such order is in effect, shall forfeit and pay to the commonwealth a sum not to exceed ten thousand dollars for each violation, which sum may be recovered in a civil action. Upon order of the commissioner, such bank shall also be subject to the suspension or revocation of its charter or such other relief as is reasonable and appropriate.

Section 2G. The powers vested in the commissioner by sections two A to two F, inclusive, shall be in addition to any other powers to enforce any penalties, fines or forfeitures authorized by law with respect to the methods, acts and practices which may be declared by the commissioner hereunder to be unfair or deceptive.

SECTION 5. The first paragraph of section 13 of said chapter 167, as appearing in the 1988 Official Edition, is hereby amended by inserting after the word "require", in line 14, the words:- ; provided, however, that such report shall include a list of banks where the call provided for in section thirty-eight of this chapter and section four of chapter one hundred and sixty-seven A exceeds the amount loaned to the Massachusetts Housing Partnership Fund pursuant thereto.

SECTION 6. The fifteenth paragraph of section 14 of said chapter 167, as so appearing, is hereby amended by striking out the introductory paragraph and inserting in place thereof the following paragraph:-

In connection with its examination of a bank, the commissioner shall assess the record of performance of the bank and its holding company in helping to meet the credit needs of its entire community, including low and moderate-income neighborhoods, consistent with the safe and sound operation of the bank. The holding company shall be responsible for the actions of its subsidiaries. The commissioner shall review the bank's community reinvestment statement and any signed, written comments retained by the bank, or the commissioner. In addition, the commissioner will consider the following factors in assessing a bank's record of performance:.

SECTION 7. Said fifteenth paragraph of said section 14 of said chapter 167, as so appearing, is hereby further amended by striking out clause (i) and inserting in place thereof the following clause:-

(i) the bank's origination of residential mortgage loans, housing rehabilitation loans, home improvement loans and small business or small farm loans within its community, the purchase of such loans originated in its community, and the use of more flexible lending criteria, consistent with safe and sound banking practices.

SECTION 8. Said fifteenth paragraph of said section 14 of said chapter 167, as so appearing, is hereby further amended by striking out clauses (k) and (l) and inserting in place thereof the following three clauses:-

(k) the bank's ability to meet various community credit needs based on its financial condition and size, its legal impediments, local economic conditions and other factors;

(l) the bank's origination of loans and other efforts to assist existing low and moderate income residents to be able to remain in affordable housing in their neighborhoods, and the banks' origination of loans that show an undue concentration and a systematic pattern of lending resulting in the loss of affordable housing units; and

(m) other factors that, in the commissioner's judgment reasonably bear upon the extent to which a bank is helping to meet the credit needs of its entire community.

SECTION 9. Said section 14 of said chapter 167, as so appearing, is hereby further amended by adding the following paragraph:-

Upon the completion of an examination of a bank under this section, the commissioner shall prepare a written evaluation of such bank's record of performance in meeting the credit needs of its entire community, including low and moderate income neighborhoods, which shall be open to public inspection upon request. Said written evaluation shall:

(1) state the commissioner's conclusions for each assessment factor identified in this section;

(2) discuss the facts supporting such conclusions; and

(3) contain the bank's descriptive rating and a statement describing the basis for the rating. Said rating shall be one of the following:

(a) outstanding record of meeting community credit needs;

(b) satisfactory record of meeting community credit needs;

(c) needs to improve record of meeting community credit needs; or

(d) substantial noncompliance in meeting community credit needs.

SECTION 10. Said chapter 167 is hereby further amended by striking out section 14A, as so appearing, and inserting in place thereof the following three sections:-

Section 14A. There shall be four regional mortgage review boards operating in the commonwealth. There shall be a Boston metropolitan area mortgage review board which shall include the counties of Suffolk, Essex, Middlesex and Norfolk; a southeastern mortgage review board which shall include the counties of Bristol, Plymouth, Barnstable, Dukes County and Nantucket; a central Massachusetts mortgage review board which shall include Worcester county; and a western Massachusetts mortgage review board which shall include the counties of Franklin, Hampden, Hampshire and Berkshire. Each such board shall consist of seven members appointed by the commissioner, three of whom shall be mortgagees, three of whom shall be community representatives and one of whom shall be a member of the public; provided, however, that at least five of the members of each such board shall either live or work within the respective region. The commissioner shall provide proper minority and geographical representation in the membership of each board.

Upon the expiration of the term of any member of a regional board, a successor shall be appointed, in like manner, for a term of three years. In the event of a vacancy, the commissioner may, in like manner, appoint a member who shall serve for the remainder of the unexpired term. Members of each such board shall serve without compensation, and shall be sworn to the faithful performance of their duties. Each regional board shall suggest for consideration by the commissioner one or more names for each such expiring term or vacancy. No member shall be appointed for more than two consecutive three year terms.

The mortgage review boards shall meet on a regular basis to review each residential mortgage denial that an applicant believes was denied on the basis of the location of the property. Any applicant whose residential mortgage loan application is denied by any mortgagee making five or more mortgage loans in any calendar year on residential property located in the commonwealth of four units or less and occupied in whole or in part by the mortgagor shall be instructed by the mortgagee, in writing, at the time of denial of his right to appeal any such denial to the appropriate mortgage review board.

Said board shall review each such submitted mortgage application, make its determination and advise the applicant thereof, in writing, within forty-five days of such appeal of a mortgage loan application denial and if such board fails to complete said action within said forty-five days, the applicant will be considered to have exhausted his administrative remedies. The decision of the board shall be subject to review in the manner provided in chapter thirty A, or in accordance with the provisions of section sixty-four of chapter one hundred and eighty-three.

The commissioner may promulgate rules and regulations governing the establishment, operation and procedures of said mortgage review boards.

Section 14B. Any bank subject to the provisions of the Home Mortgage Disclosure Act (12 USC section 2801 et seq.) shall annually file the reports required under clauses (a) and (b) with the commissioner. Said reports shall be filed on such forms and at such times as determined by the commissioner.

(a) The report to be filed in accordance with the provisions of the Home Mortgage Disclosure Act, 12 USC section 2801 et seq. and regulations promulgated thereunder; provided, however, that in making such report a bank shall include loans written in conjunction with the Massachusetts housing finance agency loan program; and

(b) a report containing the same data as required under clause (a) for a consumer loan not reported under clause (a) and for commercial loans; provided, however, that any such reporting requirement shall not be required unless otherwise provided for by federal regulations which are promulgated by the appropriate federal regulatory agency, and if and when such federal regulations are promulgated, the commissioner shall promulgate regulations under this section; and provided, further, that the commissioner shall by regulation define the geographic basis by which banks are to report such data.

Section 14C. There shall be established four regional small business loan review boards in the commonwealth. There shall be a Boston metropolitan area small business loan review board which shall include the counties of Suffolk, Essex, Middlesex and Norfolk; a southeastern small business loan review board which shall include the counties of Bristol, Plymouth, Barnstable, Dukes County and Nantucket; a central Massachusetts small business loan review board which shall include Worcester county; and a western Massachusetts small business loan review board which shall include the counties of Franklin, Hampden, Hampshire and Berkshire. Each such board shall consist of five members appointed by the commissioner, three of whom shall be representatives of small business and two of whom shall be representatives of banks or bank holding companies; provided, however, that at least three of the members of each such board shall either live or work within the respective region.

Upon the expiration of the term of any member of a regional board, a successor shall be appointed, in like manner, for a term of three years. In the event of a vacancy, the commissioner may, in like manner, appoint a member who shall serve for the remainder of the unexpired term. Members of each such board shall be sworn to the faithful performance of their duties. Each regional board shall suggest for consideration by the commissioner one or more names for each such expiring term or vacancy. No member shall be appointed for more than two consecutive three-year terms.

The small business loan review boards shall meet on a regular basis to review small business loan denials that applicants believe were unreasonably denied. In addition the small business loan review boards shall annually conduct studies and issue reports on the availability of credit to small businesses within their regions.

The commissioner may promulgate rules and regulations governing the establishment, operation and procedures of said small business loan review boards.

SECTION 11. Said chapter 167 is hereby further amended by striking out section 38, as so appearing, and inserting in place thereof the following section:-

Section 38. No out-of-state banking association or corporation, except as provided herein, shall transact banking business in the commonwealth other than as provided in chapter one hundred and sixty-seven B; provided, however, that the board of bank incorporation may, conditioned upon the performance of such requirements as to auditing as the board may prescribe, grant a certificate authorizing the same to any such association or corporation existing by authority of a country other than the United States. Said board, upon application thereof which shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration under the provisions of section three B of chapter seven, except that such fee shall not be less than ten thousand dollars, may grant such certificate in accordance with the provisions of this section, conditioned upon the performance of such requirements as to auditing as said board may prescribe and the requirements contained in this section. Any such banking association or corporation transacting banking business in the commonwealth shall be subject to the supervision of the commissioner and shall annually, within thirty days after the last business day of December, and at other times during the year on any past day to be specified by the commissioner, make to him in such form as may be prescribed by him a return, signed and sworn to by the treasurer, or the corresponding officer, thereof, showing accurately the condition thereof at the close of business on said day. The president and a majority of the directors shall certify on oath that the report is correct according to their best knowledge and belief.

In deciding whether or not to issue such certificate, the board shall determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the board shall consider, but not be limited to, a showing of net new benefits. For the purposes of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen, and such other matters as the board may deem necessary or advisable.

The board shall not issue such certificate until it has received notice from the Massachusetts Housing Partnership Fund, established by section thirty-five of chapter four hundred and five of the acts of nineteen hundred and eighty-five, that arrangements satisfactory to such fund have been made for such out-of-state banking association or corporation to make ninety hundredths of one percent of its assets in the commonwealth available for call by said fund for a period of ten years for the purpose of providing loans to said fund for financing, down payment assistance, share loans, closing costs and other costs related to creating affordable rental housing, limited equity cooperatives and affordable home ownership opportunities, and tenant management programs and tenant unit acquisition or ownership programs in state funded public housing developments. All of the benefits and assistance provided by the said fund under funds made available by this section shall be to persons with incomes of less than eighty percent of the area-wide median income as determined from time to time by the United States Department of Housing and Urban Development; provided, however, that at least twenty-five percent of such assistance shall be to persons with incomes of less than fifty percent of the said area-wide median income. All loans made to the fund by such associations or corporations shall be deemed to be legal investments for such associations and corporations; provided, however, that (a) such loans shall be evidenced by notes, or other evidence of indebtedness of the fund, which shall bear interest at rates approved by the commissioner of banks which shall be based upon the costs, not to include any so-called lost opportunity costs, incurred by the bank in making funds available to the fund, and (b) no loan to the fund shall be secured in any manner unless all outstanding loans to the fund shall be secured equally and ratably in proportion to the unpaid balance of such loans and in the same manner.

Said fund shall file with the commissioner a report subsequent to any call to borrow funds pursuant to this section. Such report shall contain the total amount of the call, the allocation of the call to each such association or corporation, and the amount loaned by each to the fund. Said report shall be filed within sixty days of any such call.

No such certificate shall be issued until the board has received written assurances from such association or corporation that a resident or residents of the commonwealth shall occupy a position of an executive officer in the Massachusetts bank to be established, merged with or acquired, or in any successor institutions. For the purposes of this section, the term "executive officer" shall mean a person who participates in major policy making functions of said bank whether or not (1) the officer has an official title; provided, however, that the term does not include a person who may have an official title and may exercise a certain measure of discretion in the performance of his duties, including discretion in the making of loans, but who does not participate in the determination of major policies of the bank and whose decisions are limited by policy standards fixed by the senior management of the bank; (2) the title designates the officer an assistant, or (3) the officer is serving without salary or compensation. The chairman of the board, the president, senior vice-president, the cashier, the secretary and the treasurer of a bank shall be deemed to be executive officers unless (i) the officer is excluded, by resolution of the board of directors or the by-laws, from participation, in major policy making functions of the bank, or (ii) the officer does not actually participate therein.

Notwithstanding any other law, rule or regulation to the contrary, every out-of-state banking association or corporation which acquires a Massachusetts bank in accordance with this section, shall maintain, for a period of two years, an asset base in the acquired entity equal to or greater than the total assets of such acquired entity on the date of acquisition; provided, however, that the commissioner may waive this requirement, if, in his judgment, economic conditions warrant the same.

No such certificate shall be issued if, as a result thereof, any such banking association or corporation would control in excess of fifteen percent of the total deposits, exclusive of foreign deposits, of all state and federally chartered banks in the commonwealth; provided, however, that the commissioner may waive said fifteen percent limit in any instance where he deems the same to be necessary to provide for the continued safety and soundness of any bank. For purposes of this paragraph, the term "foreign deposits" shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.

For the purposes of this section and sections thirty-nine to forty-two, inclusive, the term "Massachusetts bank" shall mean any federally or state-chartered bank with its principal place of business in the commonwealth.

SECTION 12. Said chapter 167 is hereby further amended by striking out section 39, as so appearing, and inserting in place thereof the following section:-

Section 39. Any out-of-state banking association or corporation existing by authority of a foreign country which has obtained a certificate issued by the board of bank incorporation in accordance with section thirty-eight may establish and maintain branch offices or depots in the commonwealth, or merge or consolidate with or may advance or loan upon or purchase in whole or in any part of the assets or stock of any Massachusetts bank, if such banking association or corporation is expressly authorized to do so by the laws under which it is organized and operates; provided, however, that laws of the jurisdiction in which such banking association or corporation has its principal place of business expressly authorize, under conditions no more restrictive than those imposed by this chapter as so determined by the commissioner, Massachusetts banks to establish and maintain branches and depots therein or to merge with or purchase the assets of a banking institution therein. Such banking association or corporation shall establish and maintain branches or depots in the commonwealth, or merge with or purchase the assets of a Massachusetts bank, in accordance with the same laws which govern such activities by Massachusetts banks.

Notwithstanding any other general or special law or regulation to the contrary, every out-of-state banking association or corporation which acquires or merges with a Massachusetts bank in accordance with this section shall maintain, for a period of two years, an asset base in the acquired entity equal to or greater than the total assets of such acquired or merged entity on the date of acquisition; provided, however, that the commissioner may waive this requirement if, in his judgment, economic conditions warrant such waiver.

SECTION 13. Section 1 of chapter 167A of the General Laws, as so appearing, is hereby amended by striking out paragraph (a) and inserting in place thereof the following paragraph:-

(a) "Banking institution", a trust company, commercial bank, savings bank, savings and loan association or cooperative bank chartered by the commonwealth or by another state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, any territory or possession of the United States, or a country other than the United States, or a national banking association, federal savings and loan association or federal savings bank which has its main office located in the commonwealth or in any other jurisdiction named herein.

SECTION 14. Said section 1 of said chapter 167A, as so appearing, is hereby further amended by striking out paragraph (d) and inserting in place thereof the following paragraph:-

(d) "Bank holding company", (1) any company (i) which, directly or indirectly, owns, controls or holds with power to vote twenty-five per centum or more of the voting stock of each of two or more banking institutions or (ii) which controls the election of a majority of the directors of each of two or more banking institutions or (iii) for the benefit of which or of the stockholders or members of which twenty-five per centum or more of the voting stock of each of two or more banking institutions is held by one or more trustees; and (2) any company which is itself a banking institution and (i) which, directly or indirectly, owns, controls or holds twenty-five per centum or more of the voting stock of one or more banking institutions or (ii) which controls the election of a majority of the directors of one or more banking institutions or (iii) for the benefit of which or of the stockholders or members of which twenty-five per centum or more of the voting stock of one or more banking institutions is hereafter acquired and held by one or more trustees; provided, however, that clauses (1) and (2) shall not include a company described in Section 4(f) (1) of the Bank Holding Company Act of 1956, as amended by the Competitive Equality Banking Act of 1987, Public Law No. 100-86 (12 USC 1841 et seq.). For the purposes of this chapter, any successor to any such company shall be deemed to be a bank holding company from the date as of which such predecessor company became a bank holding company. Notwithstanding the foregoing, no banking institution shall be a bank holding company by virtue of its ownership or control of stock in a fiduciary capacity, except where such stock is held for the benefit of such banking institution or the stockholders or members of such banking institution. So much of section ten of chapter one hundred and sixty-eight that provides that no trustee or other officer of a savings bank may at the same time be a director or other officer of a bank holding company shall not apply to service as a director or other officer of a bank holding company formed by one or more savings banks, and so much of section ten of chapter one hundred and seventy that provides that no director or other officer of a cooperative bank may at the same time be a director or other officer of a bank holding company shall not apply to service as a director or other officer of a bank holding company formed by one or more cooperative banks.

SECTION 15. Said chapter 167A is hereby further amended by striking out section 2, as so appearing, and inserting in place thereof the following section:-

Section 2. Except with the prior written approval of the board of bank incorporation: (1) no company shall become a bank holding company; (2) no bank holding company owning, controlling or holding with power to vote, directly or indirectly, twenty-five per centum or more of the voting stock of each of two or more banking institutions or, in the case of a bank holding company which is itself a banking institution, owning, controlling or holding with power to vote, directly or indirectly, twenty-five per centum or more of the voting stock of one or more banking institutions shall acquire direct or indirect ownership or control of any additional voting stock in any such banking institution if, after such acquisition, such bank holding company will, directly or indirectly own or control more than five per centum of the voting stock thereof; (3) no bank holding company or affiliate thereof, other than a banking institution, shall acquire all or substantially all of the assets of a banking institution; (4) no bank holding company shall merge or consolidate with any other bank holding company; and (5) no bank holding company shall vote stock which it controls in a banking institution. Notwithstanding the foregoing, no approval shall be given under clauses (1), (2), (3) and (4) if, as a result thereof, any such bank holding company would hold or control in excess of fifteen percent of the total deposits, exclusive of foreign deposits, of all state and federally chartered banks in the commonwealth and Massachusetts branches of banks existing by authority of a foreign country; provided, however, that the commissioner may waive this requirement if, in his judgment, economic conditions warrant granting such waiver.

Notwithstanding the provisions of this section, an out-of-state bank holding company, with the prior written approval of the board of bank incorporation, may establish or acquire direct or indirect ownership or control of more than five percent of the voting stock of one or more banking institutions or bank holding companies; provided, however, that the laws of the state in which operations of the subsidiary banks of such out-of-state bank holding company are principally conducted expressly authorize, under conditions no more restrictive than those imposed by the laws of the commonwealth as determined by the commissioner, the establishment or the acquisition of direct or indirect ownership or control of more than five percent of the voting stock of banks, or companies controlling one or more banks in that state, by bank holding companies whose banking institutions principally conduct their operations in the commonwealth; and provided, further, that any such acquisition or merger shall not be allowed if, as a result thereof, the out-of-state bank holding company would hold or control in excess of fifteen percent of the total deposits, exclusive of foreign deposits, of all state and federally chartered banks in the commonwealth and Massachusetts branches of banks existing by authority of a foreign country; provided, however, that the commissioner may waive this requirement if, in his judgment, economic conditions warrant granting such waiver. Any such establishment or acquisition or merger by an out-of-state bank holding company shall be effected in accordance with the laws of the commonwealth which are applicable to such activities carried out by bank holding companies. For the purposes of this section, the term "out-of-state bank holding company" shall have the same meaning as set forth in the Bank Holding Company Act of 1956 (12 USC 1841 et seq.) or Section 408 of the National Housing Act (12 USC 1730a), whichever is applicable.

For the purposes of this section, the term "foreign deposits" shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities. `t+1

SECTION 16. Said chapter 167A is hereby further amended by striking out section 4, as so appearing, and inserting in place thereof the following section:-

Section 4. Any company or bank holding company seeking authority to act under the provisions of section two shall file a petition with the board of bank incorporation, together with a fee, the amount of which shall be determined annually by the commissioner of administration under the provisions of section three B of chapter seven, except that such fee shall not be less than ten thousand dollars, and said board shall hold a public hearing pursuant to the provisions of chapter thirty A. `t+1

In determining whether or not to approve said petition, the decision of the board shall be based on a finding whether or not competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the board shall consider, but not be limited to, a showing of net new benefits. For the purposes of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the board may deem necessary or advisable. Such decision shall be subject to review in the manner provided for in chapter thirty A. `t+1

The board shall not approve such petition until it has received notice from the Massachusetts Housing Partnership Fund, established by section thirty-five of chapter four hundred and five of the acts of nineteen hundred and eighty-five, that arrangements satisfactory to such fund have been made for such company or bank holding company to make ninety hundredths of one percent of its assets located in the commonwealth available for call by said fund for a period of ten years for the purpose of providing loans to the fund for financing, down payment assistance, share loans, closing costs and other costs related to creating affordable rental housing, limited equity cooperatives and affordable home ownership opportunities and tenant management programs and tenant unit acquisition or ownership programs in state funded public housing developments. All loans made to the fund by such company or bank holding company shall be deemed to be legal investments for such company or bank holding company and shall be made on terms and conditions established by the board of directors of the fund; provided, however, that (a) such loans shall be evidenced by notes or other evidence of indebtedness of the fund which shall bear interest at rates approved by the commissioner of banks which shall be based upon the costs not to include lost opportunity costs incurred by the company or bank holding company in making funds available to the fund, and (b) no loan to the fund shall be secured in any manner unless all outstanding loans to the fund shall be secured equally and ratably in proportion to the unpaid balance of such loans and in the same manner. The commissioner shall promulgate regulations to enforce the provisions of this paragraph. `t+1

The fund shall file with the commissioner a report subsequent to any call to borrow funds pursuant to this section. Such report shall contain the total amount of the call, the allocation of the call to each such company or bank holding company, and the amount loaned by each to the fund. Said report shall be filed within sixty days of any such call.

No such petition shall be approved until the board has received written assurances from such company or bank holding company that a resident or residents of the commonwealth shall occupy a position of an executive officer in the acquired or established Massachusetts bank or in any successor institution thereto for so long as such company or bank holding company shall control such Massachusetts banking institution. For the purposes of this section, the term "executive officer" shall mean a person who participates in major policy making functions of the company or bank whether or not (1) the officer has an official title; provided, however, that the term does not include a person who may have an official title and may exercise a certain measure of discretion in the performance of his duties, including discretion in the making of loans, but who does not participate in the determination of major policies of the bank and whose decisions are limited by policy standards fixed by the senior management of the bank; (2) the title designates the officer an assistant; or (3) the officer is serving without salary or compensation. The chairman of the board, the president, senior vice president, the cashier, the secretary and the treasurer of a bank shall be deemed to be executive officers unless (i) the officer is excluded, by resolution of the board of directors or the by-laws, from participation, in major policy making functions of the bank, or (ii) the officer does not actually participate therein. `t+1

Notwithstanding any other law, rule or regulation to the contrary, every such company or bank holding company acquiring a banking institution in the commonwealth in accordance with this section shall maintain, for a period of two years, an asset base in the acquired entity equal to or greater than the total assets of such acquired entity on the date of acquisition; provided, however, that the commissioner may waive this requirement if, in his judgment, economic conditions warrant the same. `t+1

SECTION 17. The last paragraph of section 3 of chapter 167B of the General Laws, as so appearing, is hereby amended by striking out, in lines 128 and 129, the words "Connecticut, Maine, New Hampshire, Rhode Island or Vermont" and inserting in place thereof the words:- the United States.

SECTION 18. Section 3 of chapter 167C of the General Laws, as amended by chapter 222 of the acts of 1989, is hereby further amended by striking out the first paragraph and inserting in place thereof the following two paragraphs:-

After such notice and hearing as the commissioner may require and with his written permission and under such conditions as he may approve, a bank may establish and maintain one or more branch offices or depots in any city or town within the commonwealth where, in the opinion of the commissioner, the public would benefit by the establishment of additional banking facilities. `t+1

In deciding whether or not the public would benefit by the establishment or maintenance of one or more branch offices or depots, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purposes of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

SECTION 19. The first paragraph of section 34 of chapter 168 of the General Laws, as appearing in the 1988 Official Edition, is hereby amended by inserting after the third sentence the following three sentences:- In making a finding that such merger or consolidation is in the interests of depositors, the commissioner shall also determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine. `t+1

SECTION 20. The first paragraph of section 34A of said chapter 168, as so appearing, is hereby amended by inserting after the fourth sentence the following three sentences:- In making a finding that such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether or not competition among banking institutions, will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

SECTION 21. Section 34B of said chapter 168, as so appearing, is hereby amended by striking out the sixth paragraph and inserting in place thereof the following two paragraphs:- `t+1

In making a finding that such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a thrift institution shall mean a mutual bank chartered by a country other than the United States or a federal mutual savings and loan association, or a federal mutual savings bank which has its main office located in the commonwealth.

SECTION 22. Section 34D of said chapter 168, as so appearing, is hereby amended by striking out the sixth paragraph and inserting in place thereof the following two paragraphs:- `t+1

For the purposes of this section, a state-chartered stock corporation shall mean a trust company, savings bank, or cooperative bank in stock form chartered by the commonwealth. A stock corporation shall include a stock bank chartered by a country other than the United States. A federally chartered stock corporation shall mean a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth.

In deciding whether or not to approve such consolidation or merger the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine. `t+1

SECTION 23. Section 34E of said chapter 168, as so appearing, is hereby amended by striking out paragraph (e) and inserting in place thereof the following paragraph:-

(e) The terms used herein shall have the same meanings as those applicable to a savings bank converting to stock form under said section thirty-four C, and for purposes of this section a holding company shall mean a company or bank holding company as defined in chapter one hundred and sixty-seven A, and a stock bank shall mean a trust company, or a savings bank, or a cooperative bank in stock form chartered by the commonwealth or a national banking association or federal savings and loan association or federal savings bank which has its main office located in the commonwealth or a bank chartered by a country other than the United States. Unless clearly inapplicable or waived by the commissioner, all of the regulations applicable to a savings bank converting to stock form under section thirty-four C shall apply to a savings bank converting under this section and the commissioner shall prescribe from time to time such other regulations as he deems appropriate. Any regulation, or amendment or repeal of any such regulation issued under this section shall be subject to the applicable provisions of section thirty-four C. `t+1

SECTION 24. Section 35 of said chapter 168, as so appearing, is hereby amended by striking out the last paragraph and inserting in place thereof the following two paragraphs:-

For the purposes of this section, a state-chartered bank shall mean a trust company, savings bank, or cooperative bank chartered by the commonwealth or by a country other than the United States. A federally chartered bank shall mean a national banking association, federal savings and loan association or federal savings bank which has its main office located in the commonwealth.

In deciding whether or not to approve any such advance, loan or purchase, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine. `t+1

SECTION 25. Section 24 of chapter 170 of the General Laws, as so appearing, is hereby amended by striking out the last paragraph and inserting in place thereof the following two paragraphs:-

For the purposes of this section, a state-chartered bank shall mean a trust company, savings bank or cooperative bank chartered by the commonwealth or by a country other than the United States. A federally chartered bank shall mean a national banking association, federal savings and loan association or federal savings bank which has its main office located in the commonwealth. `t+1

In deciding whether or not to approve any such advance, loan or purchase, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

SECTION 26. Section 25 of said chapter 170, as so appearing, is hereby amended by inserting after the fifth sentence the following three sentences:- In deciding whether or not to approve any such consolidation, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine. `t+1

SECTION 27. Section 26A of said chapter 170, as so appearing, is hereby amended by inserting after the fourth sentence the following three sentences:- In making a finding that any such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine. `t+1

SECTION 28. Section 26B of said chapter 170, as so appearing, is hereby amended by striking out the fifth paragraph and inserting in place thereof the following two paragraphs:-

In making a finding that any such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a thrift institution shall mean a mutual bank chartered by a country other than the United States or a federal mutual savings and loan association or a federal mutual savings bank which has its main office located in the commonwealth. `t+1

SECTION 29. Section 26D of said chapter 170, as so appearing, is hereby amended by striking out the fifth paragraph and inserting in place thereof the following two paragraphs:-

In deciding whether or not to approve any such consolidation or merger, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a state-chartered stock corporation shall mean a trust company, savings bank, or cooperative bank in stock form chartered by the commonwealth. A federally chartered stock corporation shall mean a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth. A stock corporation shall include a stock bank chartered by a country other than the United States.

SECTION 30. Section 26E of said chapter 170, as so appearing, is hereby amended by striking out paragraph (e) and inserting in place thereof the following paragraph:- `t+1

(e) The terms used herein shall have the same meaning as those applicable to a cooperative bank converting to stock form under said section twenty-six C and a stock bank shall mean a trust company, savings bank, or cooperative bank in stock form chartered by the commonwealth or a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth, or a bank chartered by a country other than the United States. Unless clearly inapplicable or waived by the commissioner, all of the regulations applicable to a cooperative bank converting to stock form under said section twenty-six C shall apply to a cooperative bank converting under this section and the commissioner shall prescribe from time to time such other regulations as he deems appropriate. Any regulation, or any amendment or repeal of such regulation issued under this section shall be subject to the applicable provisions of section twenty-six C.

SECTION 31. Subsection A of section 36 of chapter 172 of the General Laws, as so appearing, is hereby amended by striking out the sixth and seventh paragraphs and inserting in place thereof the following three paragraphs:-

The provisions of this clause shall not apply to a consolidation or merger authorized by clause (1) or to a consolidation or merger under subsection B.

In deciding whether or not to approve any such consolidation or merger under this subsection, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a state-chartered stock corporation shall mean a trust company, savings bank, or a cooperative bank in stock form chartered by the commonwealth, or a bank chartered by a country other than the United States. A federally chartered stock corporation shall mean a national banking association, federal savings and loan association or federal savings bank in stock form which has its main office located in the commonwealth. `t+1

SECTION 32. Section 38 of said chapter 172, as so appearing, is hereby amended by striking out the last paragraph and inserting in place thereof the following two paragraphs:- `t+1

In deciding whether or not to approve any such loan, advance or purchase, the commissioner shall determine whether or not competition among banking institutions will be unreasonably affected and whether or not public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, but not be limited to, a showing of net new benefits. For the purpose of this section, the term "net new benefits" shall mean initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within a bank's delineated local community, as such term is used within section fourteen of chapter one hundred and sixty-seven, and such other matters as the commissioner may determine.

For the purposes of this section, a state-chartered bank shall mean a trust company, or a savings bank or a cooperative bank chartered by the commonwealth or by a country other than the United States. A federally chartered bank shall mean a national banking association, federal savings and loan association or federal savings bank which has its main office located in the commonwealth.

SECTION 33. Section 64 of chapter 183 of the General Laws, as so appearing, is hereby amended by striking out the sixth paragraph and inserting in place thereof the following paragraph:-

Any person claiming to have been aggrieved as a result of a violation of this section may bring a civil action in the district court, or housing court where applicable, of the county in which the particular mortgagee involved is located; provided, however, that a person must first exhaust his administrative remedies through the appropriate mortgage review board established pursuant to section fourteen A of chapter one hundred and sixty-seven.

SECTION 34. The first paragraph of section 35 of chapter 405 of the acts of 1985 is hereby amended by striking out the second sentence and inserting in place thereof the following sentence:- It shall be the sole purpose of the fund to provide funds within the limits and in the manner hereinafter described to provide for programs designed to: (a) produce housing for low and moderate income households; (b) broaden opportunities for home ownership for low and moderate income persons and families which shall include tenant management programs and tenant unit acquisition or ownership programs in state funded public housing developments; and (c) aid in the reclamation of abandoned property for use as housing. `t+1

SECTION 35. Said section 35 of said chapter 405 is hereby further amended by inserting after the first paragraph the following paragraph:- `t+1

No funds shall be distributed until the fund has caused the property upon which housing is to be built to be appraised and has certified that the purchase price of such property does not exceed such appraised value. The appraisal shall be based on the highest and best use of the property under current zoning.

SECTION 36. Paragraph (a) of the second paragraph of said section 35 of said chapter 405 is hereby amended by inserting before the first sentence the following four sentences:- There is hereby created a body politic and corporate to be known as the Massachusetts housing partnership fund board or hereinafter referred to as MHPFB. The MHPFB is hereby constituted a public instrumentality and the exercise by MHPFB of the powers conferred by this act shall be deemed to be the performance of an essential governmental function. The MHPFB is hereby placed in the executive office of communities and development but shall not be subject to the supervision or control of said office, or of any board, bureau, department, or other agency of the commonwealth, except as specifically provided in this act. The MHPFB shall be governed and its corporate powers exercised by a board of directors, hereinafter referred to as the board of directors. `t+1

SECTION 37. Said section 35 of said chapter 405 is hereby further amended by adding the following paragraph:-

(i) The MHPFB shall have the following additional powers: to sue and be sued in its own name; to make and receive grants, loans, advances, and contributions from any source public or private, including, but not limited to, funds provided from the Massachusetts Housing Partnership Fund, or any loan repayments; to act as an agent or conduit in administering the disbursements of funds or property from any source; to exercise any other powers of a corporation organized under chapter one hundred and fifty-six B of the General Laws; and to do any and all things necessary or convenient to carry out its purposes and exercise the powers expressly granted in this act. `t+1

SECTION 38. The executive office of administration and finance and the department of revenue shall conduct an investigation and study of the tax and revenue implications deriving from the authorization of nationwide interstate banking within the commonwealth pursuant to this act and shall file a written report thereon, together with legislative recommendations designed to address and eliminate tax or competitive inequities, if any, that may arise with the implementation of this act. Such report shall be filed with the joint committees on banks and banking and taxation and with the senate and house committees on ways and means no later than six months after the effective date of this section.

SECTION 39. The reports required to be filed under section fourteen B of chapter one hundred and sixty-seven of the General Laws, inserted by section ten of this act, shall be filed commencing in March, nineteen hundred and ninety-one; provided, however, that the report under clause (a) of said section fourteen B shall be on information compiled on and after January first, nineteen hundred and ninety, and any report required under clause (b) of said section fourteen B shall be on information compiled on and after July first, nineteen hundred and ninety.

SECTION 40. The initial members of each of the regional mortgage review boards shall be appointed by the commissioner of banks in accordance with the provisions of section fourteen A of chapter one hundred and sixty-seven of the General Laws; provided, however, that one of such members shall serve for a term expiring on June thirtieth, nineteen hundred and ninety-one, three of such members shall serve for a term expiring on June thirtieth, nineteen hundred and ninety-two, and three of such members shall serve a term expiring on June thirtieth, nineteen hundred and ninety-three. `t+1

SECTION 41. The initial members of each of the regional small business loan review boards shall be appointed by the commissioner of banks in accordance with the provisions of section fourteen C of chapter one hundred and sixty-seven of the General Laws; provided, however, that one of such members shall serve for a term expiring on June thirtieth, nineteen hundred and ninety-one, two of such members shall serve for a term expiring on June thirtieth, nineteen hundred and ninety-two, and two of such members shall serve for a term expiring on June thirtieth, nineteen hundred and ninety-three.

SECTION 42. The provisions of sections one to three, inclusive, of this act shall apply to any examination report issued with respect to an examination commenced after July first, nineteen hundred and ninety. `t+1

SECTION 43. Any Massachusetts banking institution or bank holding company may, by resolution adopted by a two-thirds vote of its board of directors or trustees, exempt itself from the provisions of sections eleven to thirty-two, inclusive, of this act until July first, nineteen hundred and ninety-two by filing a certified copy of such resolution and vote with the commissioner of banks; provided, however, that any such bank or bank holding company which has so exempted itself as provided herein may, by resolution adopted by a two-thirds vote of its board of directors or trustees prior to said date of July first, nineteen hundred and ninety-two, rescind such exemption. In such event, said board of directors or trustees shall file a certified copy of such resolution and vote with the commissioner of banks, whereupon such rescission from said exemption shall take effect and shall be irrevocable. `t+1

SECTION 44. Notwithstanding any general or special law to the contrary, a bank holding company (i) which on December thirty-first, nineteen hundred and eighty-seven, was an out-of-state bank holding company, as defined by section fifteen of this act, and (ii) which directly or indirectly owned or controlled on such date and continues to own twenty-five percent or more of the voting stock of a banking institution which principally conducts its operations in the commonwealth, shall be deemed to be a bank holding company whose principal place of business is in the commonwealth for the purposes of chapter one hundred and sixty-seven A of the General Laws.

SECTION 45. The provisions of sections eleven to thirty-two, inclusive, and sections thirty-four to thirty-seven, inclusive of this act shall take effect sixty days after the effective date of this act. `t+1

SECTION 46. The provisions of this act are severable, and if any of its provisions or an application thereof shall be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions of other applications thereof.