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General Laws

Section 24. With the approval of the commissioner, any such corporation may advance or loan upon, or purchase, the whole or any part of the assets or stock of any state-chartered bank or any federally-chartered bank, including any state-chartered bank in possession of the commissioner under sections twenty-two to thirty-six, inclusive of chapter one hundred and sixty-seven and any state-chartered bank assisted by or in possession of its insurer and may participate in such an advance, loan or purchase with one or more banks at such valuations and upon such terms and conditions as shall have been agreed upon by vote of two-thirds of the directors and by a two-thirds vote of the applicable board of a state-chartered bank or by a vote of a federally-chartered bank as required by any applicable law or regulation governing such bank; and the corporation or corporations making or participating in such an advance, loan or purchase, for the purpose of effecting the same, may assume and agree to pay the whole or any part of the share liabilities or deposits, and other liabilities of any other state-chartered bank or federally-chartered bank upon such terms and conditions and subject to such adjustments as may be approved by the commissioner. The request for such approval shall be accompanied by an investigation fee the amount of which shall be determined by the commissioner of administration under the provision of section three B of chapter seven. In the event of approval by the commissioner, other provisions of law applicable to the number of directors, the investment of funds of co-operative banks and to the limitation upon share and accounts referred to in section sixteen, shall not apply. The commissioner may impose such conditions and restrictions as he may deem necessary or advisable in respect to the share liabilities or deposits, and other liabilities assumed as hereinbefore provided. 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.

So much of section eight A as provides that no person shall hold an office in two co-operative banks at the same time shall not prevent an officer or director of any co-operative bank from serving as an officer or director of a state-chartered bank or a federally-chartered bank the assets and liabilities or stock of which shall have been purchased and assumed by a co-operative bank hereunder.

Before all or substantially all of the assets of any such corporation shall be sold, such action shall be approved by a vote of at least two-thirds of those shareholders present, qualified to vote and voting, at a special meeting called for the purpose, of the shareholders of the corporation proposing so to sell its assets. Notice of such special meeting, containing a statement of the time, place and purpose of the meeting, and setting forth the terms of sale tentatively agreed upon, shall be advertised three times in one or more newspapers published in the town in which the main office and any branch office of said corporation is situated or if there be no such newspaper, then in one or more newspapers published in the county where said town is situated, the last publication to be at least one day before the meeting. In addition, such notice shall be conspicuously posted in the main office and branch offices for a period of no less than thirty days immediately before said meeting unless this requirement of posting such notice is waived in writing by the commissioner.

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.

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