General Laws

Section 11. The shareholders of a mutual bank shall make and adopt the necessary by-laws consistent with law for the government of its affairs. The by-laws may provide for matters relative to the business and affairs of the corporation as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed.

The clerk of the corporation shall give notice of all regular and special meetings of the shareholders by publishing notice thereof, at least 7 days before the meeting, in 1 or more newspapers published in the city or town wherein the main office of the corporation is situated or, if there is no newspaper published therein, then in a newspaper published in a nearby city or town in the same county; and for this purpose a newspaper which by its title page purports to be printed or published in such city, town or county and which has a circulation therein, shall be deemed to have been published therein. Such notice shall state the day, hour and place of the meeting and shall contain a brief statement of the nature of the business to be acted upon, except as may be provided in the by-laws with respect to the removal of officers and directors.

The board of directors shall meet at intervals of not more than 2 months; provided however, that upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of incorporation, the by-laws or a resolution of the board otherwise provide, members of the board of directors or any committee designated thereby may participate in a meeting of such board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting may simultaneously hear each other and participation by such means shall constitute presence in person at a meeting. Members may transmit any written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.