Session Laws

Whereas, The deferred operation of this act would tend to defeat its purpose, which is to immediately effect required changes in the board of directors of the Mutual Savings Central Fund, Inc., 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:

Chapter 44 of the acts of 1932 is hereby amended by striking out sections 2, 2A and 3 and inserting in place thereof the following three sections:-

Section 2. The officers of the corporation shall be a president, one or more vice-presidents, a treasurer, a clerk and a board of directors consisting of four public directors elected in accordance with section three and unless otherwise provided for in the by-laws of the corporation, such additional number of directors, not to exceed twelve, who shall serve as representatives of member banks, elected in accordance with section two A. All officers shall be elected by the directors. At all meetings of the corporation and of the election districts, each member bank shall be represented by such person as its board of trustees, board of directors, board of investment or executive committee shall designate, and each member bank shall have one vote for each ten million dollars or fraction thereof of excess deposits as shown by its latest report to the commissioner or the corporation. The directors may adopt by-laws and amendments thereto for the conduct of the business of the corporation, but any additions, deletions or other amendments thereto adopted shall be subject to the approval of a majority of the member banks. Such by-laws may provide for and fix the time and place of meetings of the directors, which shall be at least quarterly, and of the corporation, define the duties of the officers, establish an executive committee of not less than five directors with such powers as the directors shall determine, and may provide for such other officers and committees as they deem advisable. Such by-laws, with the approval of the commissioner, may also provide for the election of fewer than twelve directors as representatives of member banks or of fewer than four public directors; provided, however, that not less than twenty-five percent of the members of the board of directors of the corporation shall consist of public directors. Such by-laws, with the approval of the commissioner, may further provide for changes in or elimination of any one or more of the election districts from which directors representing member banks are elected. The directors may fill vacancies in the board until the next election. The board of directors shall have full control of the business of the corporation. The executive committee shall have full control of the business of the corporation between meetings of the directors. Any action required or permitted to be taken at any meeting of the directors may be taken without a meeting if all directors entitled to vote on the matter consent to the action in writing and the written consent or consents are filed with the records of the meetings of the directors. Such consents shall be treated for all purposes as votes at a duly called and held meeting. The board of directors of the corporation or any committee thereof may participate in a meeting of such board or committee by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

Section 2A. Unless otherwise provided in the by-laws pursuant to section two, the board of directors shall consist of sixteen members, twelve of whom shall be elected from among the trustees, directors and officers of the member banks as hereinafter provided, and four of whom shall be public directors elected in accordance with section three. For the purpose of the election of directors who shall serve as representatives of the member banks and unless otherwise provided for in the by-laws, each of the counties of Essex, Hampden, Middlesex, Suffolk and Worcester shall constitute an election district, the counties of Barnstable, Bristol, Dukes County, Nantucket, Norfolk and Plymouth, as a group, shall constitute an election district, and the counties of Berkshire, Franklin and Hampshire, as a group, shall constitute an election district. Unless otherwise provided in the by-laws, each election district shall elect one director from among the trustees, directors or officers of the member banks whose main offices are located in each such election district, and all member banks, as a group, shall elect five at-large directors from a list of trustees, directors or officers of member banks nominated by such banks and filed with the board of directors not later than sixty-days prior to the annual meeting of the corporation; provided, however, that no more than two directors elected pursuant to this section shall be trustees, directors or officers of member banks whose main offices are located in the same election district. Directors representing the election districts shall be elected at the annual meeting of the election districts, and at-large directors shall be elected at the annual meeting of the corporation. The directors representing the election districts and the at-large directors shall each be divided into two classes, which classes shall be as nearly equal in number as possible. At the next annual meeting of each of the election districts and the corporation following the effective date of this section, one class of directors shall be elected for a one year term and one class of directors shall be elected for a two year term, and thereafter, each class of directors shall be elected for a two year term.

Section 3. The annual meeting of the corporation shall be called by the clerk at such time and place as may be designated by the directors. In addition to the directors elected pursuant to section two A, the member banks, at such meeting, shall elect the appropriate number of public directors, as provided for in section two, from a list of persons nominated by said banks, none of whom shall be corporators, directors, trustees, officers or employees of a banking institution, as defined in section one of chapter one hundred and sixty-seven A of the General Laws. No more than two public directors shall be residents of the same election district. Each public director shall be elected for a term of two years. Such public directors shall be divided into two classes, which classes shall be as nearly equal in number as possible. At the next annual meeting of the corporation following the effective date of this section, one class of such directors shall be elected for a one year term and one class for a two year term, and thereafter, each class of directors shall be elected for a two year term. Each member bank may nominate persons to be a public director by filing the same with the board of directors not later than sixty days prior to the annual meeting of the corporation at which such directors are to be elected; provided, however, that any such person nominated shall be qualified by training and experience in one of the following fields: business, insurance, investments, real estate, accounting or law.