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The 190th General Court of the Commonwealth of Massachusetts

Section 14: Board of trustees of mutual bank

Section 14. A mutual bank shall have a board of trustees, subject to paragraphs (1) to (4), inclusive.

(1) Number. The board shall consist of not less than 11 trustees and such additional number, if any, as may be provided in the by-laws.

(2) Qualifications. The business of the corporation shall be managed by a board of trustees, of which not less than a majority shall be citizens of the commonwealth. A trustee at the time of the trustee's election, or within 30 days thereafter, shall be a depositor of the corporation. At least 2 trustees of the board at the time of their election shall be residents of the city or town where the main office or a branch office of the corporation is located.

(3) Election. All trustees shall be elected by and from the corporators, except that any vacancy in the board arising between annual meetings from death, resignation or otherwise, may be filled by the trustees until the next annual meeting at which the corporators may elect a trustee for the balance, if any, of the unexpired term. The trustees shall be divided into 3 groups as nearly equal in number as possible and 1 of such groups shall be elected annually for a term of 3 years; provided, however, that during the minimum time necessary to accomplish the foregoing, 1 of said groups may be elected for a term of 1 year and 1 for a term of 2 years. Upon the election as trustee of a person who has not been theretofore a trustee of such corporation, the clerk shall send forthwith to the commissioner the name and address of such person and the clerk shall transmit to such person a copy of the laws relating to savings banks. A number of trustees, not exceeding 2, may be elected by vote of a majority of the trustees then in office if the by-laws so prescribe.

(4) Termination of Office. If a trustee fails to attend 4 consecutive regular quarterly meetings of the board of trustees, said board may declare such trustee's office to be vacant at its next regular quarterly meeting and if a trustee fails to attend 8 consecutive regular quarterly meetings of said board, it shall declare such trustee's office to be vacant at its next regular quarterly meeting; provided, however, this provision shall not apply to a trustee while such trustee is serving on active duty as a member of the Armed Forces of the United States. Any trustee whose office is declared to be vacant as provided in this paragraph shall not be re-elected as a trustee except upon vote of at least 2/3 of all the corporators of such corporation passed at a subsequent annual meeting.

The by-laws may authorize the continuance, as honorary trustees, of those persons who have served as trustee for 10 years or more. Such honorary trustee may be elected for an indefinite term and shall not be included in determining the minimum number of trustees provided under paragraph 1 or the number of trustees to be elected annually as provided in paragraph 4 of this section. Such honorary trustee shall not be deemed to be an officer or member of the board of trustees of such corporation, shall not receive compensation or be required to attend meetings or be authorized or required to perform any duties.

The office of any trustee 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 whose office is so vacated shall again be eligible to serve as a trustee 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 of said Title 11; the completion of all payments under a plan of debt adjustment under chapter 13 of said Title 11; or the payment of said judgment.

The commissioner may recommend the removal of any trustee, officer or employee who, in the commissioner's opinion, has abused the trust or has been negligent in the performance of such person's duties, and upon such recommendation the trustees may remove or discharge such trustee, officer or employee. The trustees shall act upon such recommendation within 30 days after receiving the same and neither such trustees nor the commissioner shall be personally liable for any action taken by them in good faith in connection with any such recommendation or removal.