Session Laws

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 114A of chapter 140 of the General Laws, as appearing in the 1994 Official Edition, is hereby amended by inserting after the word "associations", in line 3, the following words:- or federal credit unions.

SECTION 2. Section 114C of said chapter 140, as so appearing, is hereby amended by striking out the word "quarterly", in line 11, and inserting in place thereof the following word:- semi-annually.

SECTION 3. Section 13 of chapter 167 of the General Laws, as so appearing, is hereby amended by striking out the first paragraph and inserting in place thereof the following two paragraphs:-

All annual reports submitted to the commissioner by banks and credit unions shall be on a form which he shall prescribe. Each such report shall contain a declaration signed by the president, or by any other such officer designated by the board of directors or trustees of such bank or credit union to make such declaration, that the report is true and correct to the best of his knowledge and belief. The correctness of the report shall be attested by the signatures of at least three directors or trustees of the bank or credit union, other than the officer making such declaration, with the declaration that the report has been examined by them and to the best of their knowledge and belief is true and correct.

Annually, on or before the third Wednesday in March, the commissioner shall communicate to the general court an abstract of his report and such suggestions as he considers expedient relative to the general conduct and condition of banks under his supervision. Thereafter, on or before the first day of April in each year, the commissioner shall make an annual report to the general court containing a statement of the condition, as of the last day of December next preceding, of each trust company, corporation subject to chapter one hundred and seventy-two A and private or foreign bank under his supervision, including any such banks as are in the hands of the commissioner, together with such other information relative to the affairs of said banks and of such persons subject to chapters one hundred and sixty-nine and one hundred and seventy-four as, in his opinion, the public interest may require; 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. Annually, on or before the first day of August, the commissioner shall make a similar report containing a statement of the condition, as of the regular meeting day for the receipt of moneys in the preceding April of each co-operative bank and savings and loan association, and, on or before the first day of June, a similar report upon the condition, as of the last day of December next preceding, of each credit union, and, on or before the first day of May, a statement of the condition, as of the last business day of December next preceding of each savings bank and institution for savings under his supervision, with such other information relative to the affairs of such banks, associations and credit unions as he may deem to be in the public interest.

SECTION 4. Section fourteen B of said chapter one hundred and sixty-seven of the General Laws is hereby repealed.

SECTION 5. Section seventeen of said chapter one hundred and sixty-seven is hereby repealed.

SECTION 6. Paragraph 5 of section 10 of chapter 168 of the General Laws, as appearing in the 1994 Official Edition, is hereby amended by striking out the third paragraph and inserting in place thereof the following paragraph:-

The office of any trustee or director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any trustee or director whose office is so vacated shall again be eligible to serve as a trustee or director upon the receipt of a discharge in bankruptcy under Chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under Chapter 11 thereof; the completion of all payments under a plan of debt adjustment under Chapter 13 thereof; or the payment of said judgment.

SECTION 7. Said chapter 168 is hereby further amended by striking out section 26, as so appearing, and inserting in place thereof the following section:-

Section 26. Every such corporation shall, annually, within thirty days after the last business day of December, make a report to the commissioner in such form as he may prescribe, showing accurately its condition at the close of business on that day and containing such other information as the commissioner may require.

Every such corporation shall post in a prominent place and in a conspicuous manner in the lobby of each of its banking offices, a balance sheet which presents fairly, in accordance with generally accepted accounting principles, including required footnote disclosure, its conditions as of the last business day of its fiscal year, with comparative figures as of the end of the previous fiscal year. Said balance sheet shall be posted not later than thirty days after the end of the corporation's fiscal year and shall remain posted until replaced by the following year's posting. Said balance sheet shall be printed at the expense of the corporation and copies shall be made available to its depositors upon request. Each such corporation which fails to post or print any such balance sheet in accordance with this section shall pay to the state treasurer ten dollars for each day that it fails to so post or print such balance sheet, unless excused by the commissioner for cause.

SECTION 8. Section 27 of said chapter 168, as so appearing, is hereby amended by striking out the second paragraph.

SECTION 9. Section 34 of said chapter 168, as so appearing, is hereby amended by striking out the introductory paragraph, contained in lines 1 to 47, inclusive, and inserting in place thereof the following four paragraphs:-

Any two or more such corporations may merge or consolidate into a single corporation on such terms as shall have been approved in writing by the commissioner. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration. If the commissioner is satisfied that a merger or consolidation of a savings bank proposing liquidation, as provided in section thirty-three, can be effected, upon terms approved by him, with another savings bank and if he finds that such merger or consolidation is in the interests of the depositors of the savings banks concerned, such merger or consolidation may be effected on such terms and subject to the direction of the commissioner. In making a finding that such merger or consolidation is in the interests of the 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 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. If the consolidating corporations have main offices in different counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of the last consolidating corporation so to approve; provided, however, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation. Before becoming effective, any such merger or consolidation, hereinafter sometimes referred to as a "consolidation", shall have been approved by a vote of at least two-thirds of the corporators of each of the consolidating corporations at special meetings called to consider the subject. Notice of each such meeting shall be given by the clerk in accordance with the provisions of section nine A. A certificate under the hands of the presidents and clerks or other duly authorized officers of the consolidating corporation, respectively, stating that all requirements of this section have been complied with shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such corporations, as herein provided:.

SECTION 10. Section 34A of said chapter 168, as so appearing, is hereby amended by striking out the introductory paragraph, contained in lines 1 to 52, inclusive, and inserting in place thereof the following four paragraphs:-

Any one or more such corporations and any one or more cooperative banks, as defined in section one of chapter one hundred and seventy, may merge or consolidate into a single savings bank or into a single cooperative bank, upon such terms as shall have been approved by a vote of at least two-thirds of the boards of trustees of each corporation and of the board of directors of each cooperative bank, and as shall have been approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by the corporators of each corporation and shareholders of each cooperative bank in the manner prescribed herein. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration, a copy of the terms of any agreement reached by the respective boards of trustees and directors, and certified copies of the vote of such boards. If the commissioner, after such notice and hearing as he may require, is satisfied that a merger or consolidation can be effected on terms approved by him and he finds that such a merger or consolidation is in the interests of the depositors and shareholders of the institutions concerned, such merger or consolidation may be approved by him subject to his direction. In making a finding that such merger or consolidation is in the interests of the 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 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. Before becoming effective, any merger or consolidation authorized by this section, hereinafter sometimes referred to as a "consolidation", shall have been approved by a vote of at least two-thirds of the corporators of each corporation at meetings specially called to consider the subject, and approved by a vote of at least two-thirds of the shareholders of each cooperative bank present, qualified to vote, and voting at meetings of each cooperative bank specially called for that purpose. Notice for such meetings shall be given in accordance with the provisions of section nine A and section twenty-four of chapter one hundred and seventy. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations and cooperative banks setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate. No such transaction shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such institutions, as herein provided:.

SECTION 11. Section 34B of said chapter 168, as so appearing, is hereby amended by striking out the introductory paragraph of the second paragraph, contained in lines 26 to 39, inclusive, and inserting in place thereof the following four paragraphs:-

Notice for such meetings shall be given in accordance with the relevant provisions of section nine A and any applicable provision governing a thrift institution. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations and thrift institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such institutions, as herein provided:.

SECTION 12. The first paragraph of section 34D of said chapter 168, as so appearing, is hereby amended by striking out the fourth sentence and inserting in place thereof the following sentence:- No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each bank have been made and notice thereof has been received by the commissioner.

SECTION 13. Section 34F of said chapter 168, as so appearing, is hereby amended by striking out the second paragraph and inserting in place thereof the following four paragraphs:-

Before becoming effective, any merger or consolidation authorized by this section, hereinafter sometimes referred to as a "consolidation", shall have been approved by a vote of at least two-thirds of the corporators of each corporation present, qualified to vote and voting at a meeting specially called to consider the subject and approved by a vote of at least two-thirds of the shareholders of each credit union present, qualified to vote, and voting at a meeting specially called for that purpose. Notice for such meetings shall be given in accordance with the relevant provisions of section nine A of this chapter and section eleven of chapter one hundred and seventy-one. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations and credit unions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon the merger or consolidation of any such institutions, the provisions of subparagraphs 1 to 6, inclusive, of section thirty-four A shall apply.

SECTION 14. Section 35 of said chapter 168, as so appearing, is hereby amended by striking out the third paragraph and inserting in place thereof the following paragraph:-

No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

SECTION 15. Section 5 of chapter 169A of the General Laws, as so appearing, is hereby amended by striking out, in line 9, the word "April" and inserting in place thereof the following word:- June.

SECTION 16. Said chapter 169A is hereby further amended by striking out section 13, as so appearing, and inserting in place thereof the following section:-

Section 13. Whoever violates any provision of section two or any rule or regulation made thereunder by the commissioner shall be punished by a fine of not more than five hundred dollars or by imprisonment for not more than six months, or both. Each day a violation continues shall be deemed a separate offense.

SECTION 17. Section 9 of chapter 170 of the General Laws, as so appearing, is hereby amended by inserting after the fourth paragraph the following paragraph:-

The office of any trustee or director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any trustee or director whose office is so vacated shall again be eligible to serve as a trustee or director upon the receipt of a discharge in bankruptcy under Chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under Chapter 11 thereof; the completion of all payments under a plan of debt adjustment under Chapter 13 thereof; or the payment of said judgment.

SECTION 18. The first paragraph of section 18 of said chapter 170, as so appearing, is hereby amended by striking out the second sentence.

SECTION 19. Section 21 of said chapter 170, as so appearing, is hereby amended by striking out paragraph (2).

SECTION 20. The first paragraph of section 24 of said chapter 170, as so appearing, is hereby amended by striking out the fifth sentence and inserting in place thereof the following sentence:- No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

SECTION 21. Section 25 of said chapter 170, as so appearing, is hereby amended by striking out the introductory paragraph, contained in lines 1 to 41, inclusive, and inserting in place thereof the following five paragraphs:-

Any two or more such corporations may merge or consolidate into a single corporation on such terms as shall have been agreed upon by vote of two-thirds of the board of directors of each corporation and as shall have been approved in writing by the commissioner; provided, however, that such action shall have been approved by the shareholders of each corporation at a special meeting thereof called for that purpose by a vote of at least two-thirds of those shareholders present, qualified to vote and voting at each such meeting. If the consolidating corporations have main offices in different counties, the main office of the continuing corporation shall be the main office of that consolidating corporation which has the greater total assets on the date on which the merger or consolidation is approved by the board of the last consolidating corporation so to approve; provided, however, that upon a determination by the commissioner that such consolidation is not for the purpose of circumventing any geographic restrictions on the establishment of branch offices, he may allow the main office of the consolidating corporation which has the lesser total assets on such date to be the main office of the continuing corporation. The request for approval of the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the commissioner of administration. Notice of such special meeting setting forth the terms tentatively agreed upon shall be posted and published in the manner and to the extent provided for the notices referred to in section twenty-four. A certificate under the hands of the presidents and clerks or other duly authorized officers of all such corporations, setting forth that each said corporation, respectively, has complied with all the requirements of this section shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate.

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 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.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principle office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the corporators, shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such corporations as herein provided:.

SECTION 22. Section 26A of said chapter 170, as so appearing, is hereby amended by striking out the introductory paragraph of the second paragraph, contained in lines 1 to 51, inclusive, and inserting in place thereof the following four paragraphs:-

A certificate under the hands of the presidents and clerks or other duly authorized officers of the consolidating corporation, respectively, stating that all requirements of this section have been complied with shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such corporation with another, as herein provided:.

SECTION 23. Section 26B of said chapter 170, as so appearing, is hereby amended by striking out the introductory paragraph of the second paragraph, contained in lines 27 to 40, inclusive, and inserting in place thereof the following four paragraphs:-

Notice for such meetings shall be given in accordance with the relevant provisions of section forty-seven and any applicable provision governing a thrift institution. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations and thrift institutions, respectively, stating that all requirements of this section have been complied with shall be submitted to the commissioner who, if he shall approve such consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six of chapter one hundred and fifty-six B, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon consolidation of any such corporation with another, as herein provided:.

SECTION 24. The first paragraph of section 26D of said chapter 170, as so appearing, is hereby amended by striking out the fourth sentence and inserting in place thereof the following sentence:- No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

SECTION 25. Section 26F of said chapter 170, as so appearing, is hereby amended by striking out the second paragraph and inserting in place thereof the following four paragraphs:-

Before becoming effective, any merger or consolidation authorized by this section, hereinafter sometimes referred to as a "consolidation", shall have been approved by a vote of at least two-thirds of the shareholders of each corporation present, qualified to vote, and voting at a meeting specially called to consider the subject and by vote of at least two-thirds of the shareholders of each credit union present, qualified to vote and voting at a meeting specially called for that purpose. Notice for such meetings shall be given in accordance with the relevant provisions of section seven of this chapter and section eleven of chapter one hundred and seventy-one. A certificate under the hands of the presidents and clerks, or other duly authorized officers of all merging or consolidating corporations and credit unions setting forth that each institution, respectively, has complied with the requirements of this section, shall be submitted to the commissioner who, if he shall approve such merger or consolidation, shall endorse his approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the adoption of an agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of consolidation or merger; and (iii), any amendment to the articles of organization of the surviving corporation to be effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the pains and penalties of perjury that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation:

(1) the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth;

(2) the name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk of the resulting or surviving corporation;

(3) the fiscal year of the resulting or surviving corporation initially adopted;

(4) the date initially fixed in the by-laws for the annual meeting of the corporators, shareholders, or members of the resulting or surviving corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event the consolidation or merger shall become effective on such later date. Upon the merger or consolidation of any such institutions, the provisions of subparagraphs 1 to 6, inclusive, of section twenty-six A shall apply.

SECTION 26. Section 13 of chapter 172 of the General Laws, as so appearing, is hereby amended by inserting after the second paragraph the following paragraph:-

The office of any trustee or director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any trustee or director whose office is so vacated shall again be eligible to serve as a trustee or director upon the receipt of a discharge in bankruptcy under Chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under Chapter 11 thereof; the completion of all payments under a plan of debt adjustment under Chapter 13 thereof; or the payment of said judgment.

SECTION 27. The first paragraph of section 22 of said chapter 172, as so appearing, is hereby amended by striking out the first sentence and inserting in place thereof the following sentence:- Each trust company shall, annually, within thirty days after the last business day of December make a report to the commissioner in such form as he may prescribe showing accurately its condition at the close of business on that day, and containing such other information as the commissioner may require.

SECTION 28. Said section 22 of said chapter 172, as so appearing, is hereby further amended by striking out, in line 13, the word "fifteen" and inserting in place thereof the following word:- thirty.

SECTION 29. Said chapter 172 is hereby further amended by striking out section 22A, as so appearing, and inserting in place thereof the following section:-

Section 22A. Every trust company shall at such times as the commissioner orders, but not exceeding five times in any calendar year and within thirty days after the day designated in the order, make a return in the form of a trial balance to the commissioner. It shall be made on a form furnished by the commissioner and shall specify the different kinds of assets and liabilities.

SECTION 30. Section 26A of said chapter 172, as so appearing, is hereby amended by striking out the last paragraph.

SECTION 31. Clause (4) of subsection A of section 36 of said chapter 172, as so appearing, is hereby amended by striking out the fourth sentence and inserting in place thereof the following sentence:- No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

SECTION 32. Section 38 of said chapter 172, as so appearing, is hereby amended by striking out the second paragraph and inserting in place thereof the following paragraph:-

No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank have been made and notice thereof has been received by the commissioner.

SECTION 33. Section 5 of chapter 255E of the General Laws, as so appearing, is hereby amended by striking out the word "April", in line 13, and inserting in place thereof the following word:- June.

SECTION 33A. Sections two and three of chapter two hundred and forty-five of the acts of nineteen hundred and ninety-four are hereby repealed.

SECTION 34. Any licenses issued annually pursuant to chapter one hundred and sixty-nine A and chapter two hundred and fifty-five E of the General Laws in effect on the effective date of this act and scheduled to expire on April first shall be deemed to be in effect until June first.