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The 191st General Court of the Commonwealth of Massachusetts

AN ACT MODERNIZING THE BANKING LAWS AND ENHANCING THE COMPETITIVENESS OF STATE-CHARTERED BANKS

          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 83 of chapter 62C of the General Laws, as appearing in the 2012 Official Edition, is hereby amended by striking out, in lines 68 and 69, the words “or comparable reports filed with the office of thrift supervision”.
          SECTION 2.  Section 34 of chapter 93 of the General Laws is hereby repealed.
          SECTION 3.  Section 1 of chapter 140D of the General Laws, as appearing in the 2012 Official Edition, is hereby amended by striking out the definition of “Board” and inserting in place thereof the following definition:-
          “Bureau”, the federal Bureau of Consumer Financial Protection.
          SECTION 4.  Section 3 of said chapter 140D, as so appearing, is hereby amended by striking out, in lines 13, 16, 21 and 23, the word “board” and inserting in place thereof, in each instance, the following word:- bureau.
          SECTION 5.  Subsection (a) of said section 3 of said chapter 140D, as so appearing, is hereby amended by adding the following 2 paragraphs:-
          If a provision of the federal Truth in Lending Act, 15 U.S.C. section 1601 et seq., the bureau’s Regulation Z, 12 C.F.R. section 1026 et seq., the official staff commentary or a disclosure or model form provided by a creditor thereunder is in conflict with a provision of this chapter or 209 CMR 32.00 et seq. and if the commissioner does not deem said federal provision to be substantially less consumer protective, the commissioner may waive, in writing, the provision of this chapter or 209 CMR 32.00 et seq. The waiver shall be filed with the state secretary and shall, unless otherwise provided by law, become effective on the sixtieth day following the date of the filing. A copy of the waiver shall be filed simultaneously with the house and senate chairs of the joint committee on financial services.
          Creditors in the commonwealth shall comply with the federal Truth in Lending Act, 15 U.S.C.  section 1601 et seq., and regulations implemented by the bureau unless and until the commissioner promulgates regulations that are substantially similar to or afford more protection to consumers than those issued by the bureau.
          SECTION 6.  Section 18 of said chapter 140D, as so appearing, is hereby amended by striking out, in lines 5 and 11, the word “board” and inserting in place thereof, in each instance, the following word:-  bureau.
          SECTION 7.  Section 19 of said chapter 140D, as so appearing, is hereby amended by striking out, in line 3, the word “fifteen” and inserting in place thereof the following figure:- 14.
          SECTION 8.  Section 22 of said chapter 140D, as so appearing, is hereby amended by striking out, in line 43, the words “equal to or”.
          SECTION 9.  Section 31 of said chapter 140D, as so appearing, is hereby amended by striking out, in line 6, the word “board” and inserting in place thereof the following word:-  bureau.
          SECTION 10.  Said chapter 140D is hereby amended by adding the following section:-
          Section 36.  The commissioner may take any action necessary, including but not limited to promulgating regulations under chapter 30A, to apply for or to preserve a determination by the bureau, or its successor agency, that under the laws of the commonwealth any class of credit transactions within the commonwealth shall be subject to requirements substantially similar to the federal requirements and that there are adequate provisions for enforcement of such requirements.
          SECTION 11.  Chapter 140E of the General Laws is hereby repealed.
          SECTION 12.  Chapter 167 of the General Laws is hereby amended by striking out section 1A, as appearing in the 2012 Official Edition, and inserting in place thereof the following section:-
          Section 1A.  The commissioner shall promulgate rules and regulations establishing minimum standards relative to the security and protection of credit unions under the commissioner’s supervision, both for the benefit of employees as well as the general public, including the requirement for the installation, maintenance and operation of security devices and procedures and to assist in the identification and apprehension of criminals.
          Said rules and regulations shall fix the time limit within which each such credit union shall comply with the standards so established and may require the submission, in writing, of periodic reports and other information necessary to ensure compliance with such rules and regulations. A credit union which violates any rule or regulation promulgated pursuant to this section shall forfeit to the commonwealth $100 for each day during which such violation continues, to be recovered by an information in equity in the name of the attorney general at the request of the commissioner, commenced in the supreme judicial court for Suffolk county.
          SECTION 13.  Section 1B of said chapter 167 is hereby repealed.
          SECTION 14.  Section 2 of said chapter 167, as appearing in the 2012 Official Edition, is hereby amended by inserting after the word “section”, in line 5, the following words:- , or as authorized under subsection (d).
          SECTION 15.  Said section 2 of said chapter 167, as so appearing, is hereby further amended by striking out, in lines 54 and 55, the words “Office of Thrift Supervision” and inserting in place thereof the following words:-  federal Bureau of Consumer Financial Protection.
          SECTION 16.  Said section 2 of said chapter 167, as so appearing, is hereby further amended by adding the following subsection:-
          (d)  Notwithstanding any general or special law to the contrary, the commissioner may establish a tiered regulatory structure for the supervision and examination of savings banks, co-operative banks and trust companies.  The criteria for the tiered regulatory structure may include, but shall not be limited to, the following: asset size; level of capital; balance sheet composition; the rating under the Uniform Financial Institutions Rating System, so-called CAMELS rating; record of performance under the community reinvestment act in section 14; compliance with laws and regulations; and such other factors as the commissioner may determine.  In establishing the tiered regulatory structure the commissioner shall seek to effect cost reductions and reduce the regulatory burden for savings banks, co-operative banks and trust companies.  The commissioner may promulgate rules and regulations necessary to carry out this subsection.
          SECTION 17.  Said chapter 167 is hereby further amended by inserting after section 2G the following 3 sections:-
          Section 2H.  Notwithstanding any general or special law to the contrary, a savings bank, co-operative bank or a trust company may engage in any activity or invest in any products or services which are related or incidental to banking, are not prohibited by law and do not pose a substantial risk to the safety and soundness of the savings bank, co-operative bank or a trust company with 30 days notice to the commissioner. Upon the expiration of the notice period, the bank may engage in any such activity or invest in any such products or services. At the time of the notice or at any time the notice is pending, the bank may request that the commissioner waive the remaining notice period.  During the notice period, the commissioner may extend the notice period for 30 days for additional review. During such extended period, the commissioner may: make no comment, which would allow the bank to proceed at the end of the period; subject the bank’s activity or investment to such terms and conditions as the commissioner may impose; or deny the bank to proceed with any such activity or investment.
          Section 2I.  A bank shall comply with the following federal laws and federal regulations subject to the terms and conditions imposed by this section:
                 (1)  the federal Expedited Funds Availability Act, 12 U.S.C. section 4001 et seq., and regulations promulgated thereunder;
                 (2)  the federal Fair Credit Billing Act, 15 U.S.C. sections 1666 to 1666j, inclusive, and the regulations promulgated thereunder;
                 (3)  the federal Electronic Fund Transfer Act, 15 U.S.C. section 1693 et seq., and the regulations promulgated thereunder; provided, however, that the maximum liability of a consumer under 15 U.S.C. section 1693g shall be limited to $50;
                 (4)  a bank shall comply with the regulations of the federal banking agency, of which it is a member or by which its deposits or accounts are insured, that govern the manner of safeguarding the bank’s monies and securities and the deposit of its securities or substantially the same subject matter;
                 (5)  a bank shall comply with 12 CFR Part 326, which governs the minimum security devices and procedures and Bank Secrecy Act compliance, and other applicable regulations of a federal banking agency of which the bank is a member or by which its deposits or accounts are insured which regulations govern substantially the same subject matter; and
                 (6)  a bank shall comply with 12 CFR Part 215, which governs loans to executive officers, directors or principal shareholders of a bank, and federal regulations of a federal banking agency of which it is a member or by which its deposits or accounts are insured which regulations govern substantially the same subject matter.
          Notwithstanding this section, the commissioner shall retain jurisdiction over a bank to examine, supervise, take enforcement action against and assist consumers in matters relative to compliance with the federal laws or federal regulations enumerated in clauses (1) through (6), inclusive.  Nothing in this section shall affect the commissioner’s jurisdiction relative to other federal laws or federal regulations.  For the purposes of this section, a bank shall mean a savings bank, a co-operative bank or a trust company.  A federal bank, a foreign bank and an out-of-state bank shall comply with clause (3).
          Section 2J.  A savings bank, co-operative bank or trust company, federal bank, out-of-state bank, foreign bank or limited purpose trust company may request that specific information in any application filed with the commissioner be treated as confidential.  The following information shall be eligible for confidential treatment: (i) personal information, the release of which would constitute a clearly unwarranted invasion of privacy; (ii) commercial or financial information, the disclosure of which could result in substantial competitive harm to the submitter; and (iii) information, the disclosure of which could seriously affect the financial condition of any such bank.  The commissioner may determine that certain information should be treated as confidential and withhold that information from the public file.
          If any such bank requests confidential treatment for information that the commissioner determines is not eligible for confidential treatment, the commissioner may include that information in the public file after notifying the bank. 
          SECTION 18.  Said chapter 167 is hereby further amended by striking out section 6, as appearing in the 2012 Official Edition, and inserting in place thereof the following section:-
          Section 6.  The commissioner may prescribe the manner and form of keeping the books and accounts of a bank and the extent to which they shall be audited. For a credit union, the commissioner may prescribe the manner of safeguarding its money and securities and may promulgate regulations under which a credit union may deposit its securities with savings banks, co-operative banks, trust companies or banking associations for safekeeping.
          SECTION 19.  Section 15 of said chapter 167, as so appearing, is hereby amended by striking out, in lines 17 and 18, the words “Federal Home Loan Bank Board” and inserting in place thereof the following words:- Board of Governors of the Federal Reserve System.
          SECTION 20.  Sections 38 to 39C, inclusive, of said chapter 167 are hereby repealed.
          SECTION 21.  Section 40 of said chapter 167, as appearing in the 2012 Official Edition, is hereby amended by striking out, in line 31, the words “Office of Thrift Supervision” and inserting in place thereof the following words:- federal Bureau of Consumer Financial Protection.
          SECTION 22.  Sections 43 and 43A of said chapter 167 are hereby repealed.
          SECTION 23.  Section 3 of chapter 167A of the General Laws, as appearing in the 2012 Official Edition, is hereby amended by adding the following paragraph:-
          Section 2 shall not apply to the acquisition by a bank holding company, or a company or a banking institution which would become a bank holding company if: a banking institution or other bank holding company is merged, consolidated, its assets purchased or established on an interim basis simultaneously with the acquisition of the shares of the banking institution or other bank holding company; and the company or  bank holding company is not operated by the acquiring bank holding company, company or banking institution, as a separate entity other than as the survivor of the merger, consolidation or asset purchase; and said transaction requires the approval of the commissioner pursuant to the General Laws. The provisions of section 4 relative to the Massachusetts Housing Partnership Fund shall apply to any transaction which but for the exemption provided for in this paragraph would have been subject to such provisions. The commissioner shall not approve any transaction until the commissioner has received notice from the Massachusetts Housing Partnership Fund that satisfactory arrangements have been made pursuant to said section 4.
          SECTION 24.  Said chapter 167A is hereby further amended by adding the following section:-
          Section 8.  A banking institution, a bank holding company, a company or a mutual holding company, as defined in section 1 of chapter 167H, may request that specific information in any application filed with the board of bank incorporation be eligible for confidential treatment.  The following information shall be eligible for confidential treatment: (i) personal information, the release of which would constitute a clearly unwarranted invasion of privacy; (ii) commercial or financial information, the disclosure of which could result in substantial competitive harm to the submitter; and (iii) information, the disclosure of which could seriously affect the financial condition of any such banking institution, bank holding company, company or mutual holding company.  The board may determine that certain information should be treated as confidential and withhold that information from the public file.
          If any such banking institution, bank holding company, company or mutual holding company requests confidential treatment for information that the board determines not to be confidential, the board may include that information in the public file after notifying the banking institution, bank holding company, company or mutual holding company. 
          SECTION 25.  Chapter 167B of the General Laws is hereby amended by striking out section 1, as appearing in the 2012 Official Edition, and inserting in place thereof the following section:-
          Section 1.  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Accepted access device”, an access device to a consumer’s account for the purpose of initiating electronic fund transfers when the consumer to whom such card, code or other means of access was issued has requested, received and signed a receipt for, or has signed, or has used, or authorized another to use such card, code or other means of access for the purpose of transferring money between accounts or obtaining money, property, labor or services.
          “Access device”, a card, code or other means of access or any combination thereof, other than a check, draft or similar paper instrument, by the use of which a consumer may initiate an electronic fund transfer.
          “Account”, demand deposit, negotiable withdrawal order account, savings deposit, share account or other consumer asset account, other than an occasional or incidental credit balance in an open-end-credit plan as defined in section 1 of chapter 140D, established primarily for personal, family or household purposes; provided, however, such term shall not include an account held by a financial institution pursuant to a bona fide trust agreement.
          “Bureau”, the federal Bureau of Consumer Financial Protection.
          “Business day”, any day on which the offices of the consumer’s financial institution involved in an electronic fund transfer are open to the public for carrying on substantially all of its business functions.
          “Central routing unit”, a facility where electronic impulses or other indicia of a transaction originating at an electronic branch are received and are routed and transmitted to a financial institution, or to a data processing center or to another central routing unit, wherever located.
          “Commissioner”, the commissioner of banks.
          “Consumer”, a natural person.
          “Data processing center”, a facility, wherever located, at which electronic impulses or other indicia of a transaction originating at an electronic branch are received and are processed in order to enable the electronic branch to perform any authorized function.
          “Electronic branch”, an electronic device, other than a telephone operated by a consumer, through which a consumer may initiate an electronic fund transfer. Such term includes, but is not limited to automated teller machines and cash dispensing machines. Such term shall not include a teller machine or similar device located on the premises of and operated solely by an employee of a financial institution or a point-of-sale terminal.
          “Electronic fund transfer”, any transfer of funds, other than a transaction originated by check, draft or similar paper instrument, which is initiated through an electronic branch telephone instrument, or computer or magnetic tape or point-of-sale terminal so as to order, instruct or authorize a financial institution to debit or credit an account. Such term includes, but is not limited to, point-of-sale transfers, automated teller machine transactions, direct deposits or withdrawals of funds and transfers initiated by telephone. Such term shall not include:
          (a)  a check guarantee or authorization service which does not directly result in a debit or credit to a consumer’s account;
          (b)  any transfer of funds, other than those processed by automated clearinghouse, made by a financial institution on behalf of a consumer by means of a service that transfers funds held at either Federal Reserve banks or other depository institutions and which is not designed primarily to transfer funds on behalf of a consumer;
          (c)  any transfer, the primary purpose of which is the purchase or sale of securities or commodities regulated by the Securities and Exchange Commission or the Commodities Futures Trading Commission;
          (d)  any transfer under an agreement between a consumer and a financial institution which provides that the institution will initiate individual transfers without a specific request from the consumer (1) between a consumer’s accounts within the financial institution, such as a transfer from a checking account to a savings account, (2) into a consumer’s account by the financial institution, such as the crediting of interest to a savings account; provided that the financial institution shall be subject to clause (2) of section 7 and sections 20 and 21 or (3) from a consumer’s account to an account of the financial institution, such as a loan payment; provided that the financial institution shall be subject to clause (1) of section 7 and sections 20 and 21; or
          (e)  any transfer of funds which is initiated by a telephone conversation between a consumer and an officer or employee of a financial institution which is not pursuant to a prearranged plan and under which periodic or recurring transfers are not contemplated.
          “Error”, an error consists of:
                 (1)  an unauthorized electronic fund transfer;
                 (2)  an incorrect electronic fund transfer from or to the consumer’s account;
                 (3)  the omission from a periodic statement of an electronic fund transfer affecting the consumer’s account which should have been included;
                 (4)  a computational error by the financial institution;
                 (5)  the consumer’s receipt of an incorrect amount of money from an electronic branch;
                 (6)  a consumer’s request for additional information or clarification concerning an electronic fund transfer or any documentation required by this chapter; or
                 (7)  any other error described in regulations of the commissioner.
          “Financial institution”, any person who (a) directly or indirectly holds an account belonging to a consumer or (b) issues an access device and agrees with a consumer to provide electronic fund transfer services; provided, however, that a person shall not include a co-operative bank, a credit union, a federal bank, a foreign bank, an out-of-state bank, an out of state federal bank, a savings bank or a trust company, as defined in section 1 of chapter 167, and a federal credit union and a foreign credit union, as defined in section 1 of chapter 171.
          “Merchant”, any person, corporation, association, partnership or other entity which provides a location for a point-of-sale terminal and contracts with a financial institution or an approved organization for electronic fund transfer services.
          “Non-bank ATM provider”, a person holding a consumer’s account, providing or making available electronic fund transfer services to consumers through a non-bank electronic branch; provided, however, that “non-bank ATM provider” shall not include a bank, a federal bank, an out-of-state bank and an out-of-state federal bank, as defined in section 1 of chapter 167, or a credit union, a federal credit union and a foreign credit union, as defined in section 1 of chapter 171.
          “Non-bank electronic branch”, an electronic branch owned, leased or operated by a non-bank ATM provider; provided, however, that “non-bank electronic branch” shall not include a point of sale terminal owned or operated by a merchant.
          “Official bureau interpretation”, a formal interpretation issued by the bureau and designated by the bureau as constituting an official bureau interpretation.
          “Official staff interpretation”, an interpretation issued by an official duly authorized by the bureau to issue such interpretation and designated by the official as constituting an official staff interpretation.
          “Organization”, any person, corporation, association or partnership which assists or provides services to a financial institution or merchant in order to make available electronic fund transfers; provided, however, that a financial institution or merchant shall not be considered an organization.
          “Point-of-sale terminal”, an electronic terminal located on the premises of a merchant when such terminal is used with the assistance of an employee of a merchant for a customer’s purchase or lease of goods or services sold or leased by such merchant or adjustments thereto or the receipt of cash by the customer which is ancillary to the customer’s purchase or lease of goods or services from such merchant; provided, however, that such terminal shall be deemed an electronic branch for the purposes of this chapter whenever it is used for any other electronic fund transfer, or for an electronic fund transfer involving a customer’s account held by an organization, or for an electronic fund transfer solely for customers of a single financial institution or bank holding company subject to chapter 167A or the federal Bank Holding Company Act of 1956, 12 U.S.C. section 1841 et seq.
          “Preauthorized electronic fund transfers”, an electronic fund transfer authorized in advance to recur at substantially regular intervals.
          “Unauthorized electronic fund transfer”, an electronic fund transfer from a consumer’s account initiated by a person other than the consumer without actual authority to initiate such transfer and from which the consumer receives no benefit; provided, however, that “unauthorized electronic fund transfer” shall not include any electronic fund transfer (a) initiated by a person other than the consumer who was intentionally furnished with the access device to such a consumer’s account by such a consumer unless the consumer has notified the financial institution involved that transfers by such other person are no longer authorized, or (b) initiated with fraudulent intent by the consumer or any person acting in concert with the consumer.
          SECTION 26.  Section 2 of said chapter 167B, as so appearing, is hereby amended by striking out, in lines 5, 7, 10, 18, 22, 25, 29, 31, 55, 71 and 73, the word “board” and inserting in place thereof, in each instance, the following word:- bureau.
          SECTION 27.  Said section 2 of said chapter 167B, as so appearing, is hereby further amended by striking out, in lines 9, 10, 12 and 75, the word “board’s” and inserting in place thereof, in each instance, the following word:- bureau’s. 
          SECTION 28.  Subsection (d) of section 20 of said chapter 167B, as so appearing, is hereby amended by striking out paragraphs (1) and (2) and inserting in place thereof the following 2 paragraphs:-
          (1)  any act done or omitted in good faith in conformity with any rule, regulation or interpretation thereof by the bureau or by the commissioner or in conformity with any interpretation or approval by an official or employee of the bureau duly authorized by the bureau to issue such interpretations or approvals under such procedures as the bureau may prescribe or in conformity with any advisory ruling by the commissioner; or
          (2)  any failure to make disclosure in proper form if a financial institution utilized an appropriate model clause issued by the bureau or the commissioner, notwithstanding that after such act, omission or failure has occurred, such rule, regulation, interpretation, approval or model clause is amended, rescinded or determined by judicial or other authority to be invalid for any reason.
          SECTION 29.  Said chapter 167B is hereby further amended by striking out section 24, as so appearing, and inserting in place thereof the following section:-
          Section 24.  The commissioner of banks shall make an assessment in each fiscal year against all electronic branches established and operated under this chapter or chapter 167C or 171.  Said assessments shall be made at rates as shall be determined by the commissioner as sufficient to produce revenue to reimburse the commonwealth for all costs and expenses incurred by the division of banks for such fiscal year in meeting the requirements imposed under this chapter, including, but not limited to, costs and expenses incurred in examining entities and organizations in their operations and use of electronic branches, in hiring personnel, acquiring additional equipment and such other costs and expenses determined by the commissioner as reasonable and necessary to meet such requirements.
          In determining the rates of assessments, the commissioner shall consider the amounts of the other assessments and fees paid by banks and credit unions to state and federal bank regulators for the supervision, regulation and examination of their banking operations.  The rate of the assessment on such banks and credit unions shall not exceed 50 per cent of the amount assessed by the commissioner on non-bank ATM providers for a non-bank electronic branch.
          The owner or lessor of each electronic branch shall pay the assessment in a manner determined by the commissioner. 
          The amount assessed annually under this section shall not be less than the average of the amount assessed in the last 3 fiscal years.
          For the purposes of this section, the word “bank” shall include a bank, a federal bank, an out-of-state bank and an out-of-state federal bank as defined in section 1 of chapter 167.  The term “credit union” shall mean a credit union, a federal credit union and a foreign credit union as defined in section 1 of chapter 171.
          SECTION 30.  Chapter 167C of the General Laws is hereby amended by striking out section 1, as so appearing, and inserting in place thereof the following section:-
          Section 1.  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Bank”, an association or corporation chartered by the commonwealth under chapter 168, 170 and 172.
          “Commissioner”, the commissioner of banks.
          “Electronic branch”, an electronic device, other than a telephone operated by a consumer, through which a consumer may initiate an electronic fund transfer, including, but not limited to, automated teller machines and cash dispensing machines; provided, however, that “electronic branch” shall not include a teller machine or similar device located on the premises of and operated solely by an employee of a financial institution or a point-of-sale terminal; provided, further that an “electronic branch” shall not be considered a main office or a branch office.
          “Financial institution”, a bank, federal bank, foreign bank, out-of-state bank, out-of-state federal bank or any other person who (a) directly or indirectly holds an account belonging to a consumer or (b) issues an access device and agrees with a consumer to provide electronic fund transfer services.
          “Foreign bank”, an association or corporation authorized to do a banking business in the commonwealth, the main office of which is located outside the commonwealth and which exists by authority of a country other than the United States.
          “Governing board”, the board of directors, the board of trustees or similar board of a bank.
          “Organization”, any person, corporation, association or partnership which assists or provides services to a financial institution or merchant in order to make available electronic fund transfers; provided, however, that a financial institution or merchant shall not be considered an organization.
          “Out-of-state bank”, an association or corporation authorized to do a banking business in the commonwealth, the main office of which is located outside the commonwealth and which exists by the authority of a state of the United States except the commonwealth.
          “Out-of-state branch”, a branch of a bank located outside the commonwealth.
          “Out-of-state federal bank”, a national banking association, savings and loan association or savings bank that exists by authority of the United States, the main office of which is located outside the commonwealth.
          “Point-of-sale terminal”, an electronic terminal located on the premises of a merchant when such terminal is used with the assistance of an employee of a merchant for a customer’s purchase or lease of goods or services sold or leased by such merchant or adjustments thereto or the receipt of cash by the customer which is ancillary to the customer’s purchase or lease of goods or services from such merchant; provided, however, that such terminal shall be deemed an electronic branch for the purposes of this chapter whenever it is used for any other electronic fund transfer, or for an electronic fund transfer involving a customer’s account held by an organization, or for an electronic fund transfer solely for customers of a single financial institution or bank holding company subject to chapter 167A or the federal Bank Holding Company Act of 1956, 12 U.S.C. section 1841 et seq.
          SECTION 31.  Said chapter 167C is hereby further amended by striking out section 2, as so appearing, and inserting in place thereof the following section:-
          Section 2.  The main office of a bank shall be in the town specified in its charter or in its agreement of association or in such other town to which the office has been lawfully moved or to which it may be moved as provided in this section. The location of the main office of a bank may be changed to a point in the town of its location or to another town within the commonwealth with the written consent of the commissioner. The business conducted by a bank at its main office shall include not less than 1 of the following transactions: receiving deposits; paying withdrawals; or making loans.
          SECTION 32.  The fourth paragraph of section 3 of said chapter 167C, as so appearing, is hereby amended by striking out the first sentence.
          SECTION 33.  Said chapter 167C is hereby further amended by striking out section 6, as so appearing, and inserting in place thereof the following section:-
          Section 6.  A bank, upon approval by the commissioner of an application therefor in prescribed manner and form and in accordance with applicable law, may establish and maintain branches through a merger or consolidation with or by the purchase of the whole or any part of the assets or stock of a foreign bank, out-of-state bank or out-of-state federal bank. A request for the approval by the commissioner shall be accompanied by an investigation fee the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7.
          The offices of a foreign bank, out-of-state bank or out-of-state federal bank merged or consolidated with or whose assets or stock were purchased pursuant to this section, may be maintained as branch offices of the bank; provided, however, the resulting branch outside the commonwealth shall be considered to be an out-of-state branch and subject to the supervision of the commissioner and the applicable laws of the jurisdiction in which the out-of-state branch is located.
          SECTION 34.  Said chapter 167C is hereby further amended by adding the following 6 sections:-
          Section 12.  After a vote of its governing board, a bank, except as otherwise provided in this section, may purchase, establish, install, operate, lease or use individually or with any other financial institution or organization or share with any other financial institution or organization any number of manned or unmanned electronic branches at which a customer may make deposits, withdrawals, transfers of funds, obtain advances against preauthorized lines of credit, cash checks or pay obligations and any number of point-of-sale terminals; provided, however, that withdrawals from such electronic branches, other than those located at an office of a bank, shall be made only from a demand deposit account, negotiable withdrawal order account, or statement account or against a preauthorized line of credit; and provided, further, that the bank shall have applied for and obtained the approval of the commissioner for such electronic branch, except if the electronic branch is located at the bank’s office it need not have applied for or obtained such approval. The commissioner shall approve such application if, in the commissioner’s opinion, such action will promote a sound banking system which provides for the needs of the people and business, encourages competition, discourages monopolies and does not ignore legislative policies.
          There shall be no geographical limitation on the location of electronic branches which a bank  may purchase, establish, install, operate, lease or use individually or with any other financial institution or organization or share with any other financial institution or organization; provided, however, that the site location for such electronic branches, other than an electronic branch located at an office of a financial institution or in another state, shall be subject to approval by, and regulation of, the commissioner. An electronic branch may be located in a mobile unit under such conditions and limitations as the commissioner, by regulation, shall establish.
          A bank shall adopt and maintain safeguards to insure the safety of a customer using the electronic branch, to insure the safety of the funds, items and other information at the electronic branch and to assist in the identification of criminals. The commissioner may promulgate rules and regulations establishing minimum standards for such safeguards. Such safeguards shall be in place and operational at the time such electronic branch begins to transact business; provided, however, that such safeguards shall not apply to an electronic branch located at an office of a bank.
          No such electronic branch located at other than the office of a bank shall be manned or operated at any time by an employee of any financial institution, holding company of a financial institution or affiliate thereof, or any organization except on a temporary basis for the purpose of instructing operators or customers, servicing the electronic branch or for the purpose of using such electronic branch on said employee’s own behalf.
          Section 13.  Any out-of-state bank or out-of-state federal bank, if such bank is expressly authorized to do so by the laws under which it is organized and operates, may, upon approval by the commissioner of an application thereof in prescribed manner and form, establish and maintain branches through a merger or consolidation with or the purchase of assets or stock of any Massachusetts bank; provided, however, that in each instance the laws of the jurisdiction in which such out-of-state bank or out-of-state federal bank has its principal place of business expressly authorize, under conditions no more restrictive than those imposed by this chapter as so determined by the commissioner, a bank to exercise like authority therein.
          Any such out-of-state bank shall, upon any such merger or consolidation with or purchase the assets or stock of a bank, operate the same as a branch under the supervision of the commissioner and in accordance with all applicable laws which govern such activities by banks.
          Any out-of-state federal bank shall, upon such merger or consolidation with or purchase of assets or stock of a bank, operate the same as a branch which shall be subject to all laws of the commonwealth relative to community reinvestment, consumer protection, fair lending, establishment of intra-state branches and the application or administration of any tax or method of taxation including, but not limited to, sections 1 to 14A of chapter 93 and applicable sections of chapters 93A, 167 to  167J, inclusive, and all other applicable laws, including all rules and regulations established thereunder, and to such other laws of the commonwealth as are applicable to a national bank with its main office in the commonwealth.
          Any such merger, consolidation or purchase of assets shall comply with all applicable laws relative to filing requirements of out-of-state non-banking corporations doing business in the commonwealth. The commissioner shall not approve any such application if the bank sought to be acquired has been in existence for a period of less than 3 years or if, as a result thereof, the applicant would control in excess of 30 per cent of the total deposits, exclusive of foreign deposits, of all depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that the commissioner may waive either said age requirement or concentration limit, or both, if it is deemed that economic conditions warrant granting such waiver. For the purposes of this section, the term “foreign deposits” shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.
          Section 14.  A foreign bank, out-of-state bank or out-of-state federal bank, if such bank does not operate a branch in the commonwealth, may, upon approval by the commissioner of an application thereof in prescribed manner and form and in accordance with the requirements of section 13, establish and maintain a branch de novo in the commonwealth or may purchase a branch of a bank without purchasing the bank; provided, however, that in each instance the laws of the jurisdiction in which such bank has its principal place of business shall expressly authorize, under conditions no more restrictive than those imposed by this chapter as so determined by the commissioner, a bank to establish therein a branch de novo or to acquire a branch of a bank without acquiring the bank. Any foreign bank or out-of-state bank shall operate the same as a branch under the supervision of the commissioner in accordance with all applicable laws which govern such activities by banks.
          Any out-of-state federal bank shall operate the same as a federal branch which shall be subject to all laws of the commonwealth relative to community reinvestment, consumer protection, fair lending, establishment of intra-state branches and the application or administration of any tax or method of taxation including, but not limited to, sections 1 to 14A, inclusive, of chapter 93, and the applicable sections of chapters  93A, 167 to 167J, inclusive, and any other applicable laws, including all rules and regulations promulgated thereunder, and to such other laws of the commonwealth as are applicable to a national bank with its main office in the commonwealth.
          Section 15.  No foreign bank shall transact a banking business in the commonwealth unless authorized under this chapter. The commissioner may grant a certificate authorizing a foreign bank to transact banking business in the commonwealth in accordance with this section. The commissioner may condition said certificate upon the performance of auditing requirements and shall require all applications to be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, but shall not be less than $10,000. Any foreign bank transacting banking business in the commonwealth pursuant to such certificate shall be subject to the commissioner and shall comply with all laws of the commonwealth applicable to a bank.
          In deciding whether or not to issue such certificate, the commissioner shall determine whether the applicant is adequately capitalized, as defined in the Federal Deposit Insurance Act, 12 U.S.C. section 1831o, whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall, at a minimum, consider the applicant’s record of compliance with all applicable community reinvestment requirements and require a showing of net new benefits. For the purposes of this section, the term “net new benefits” shall include initial capital investments, job creation plans, consumer and business services, including small business loans, farm loans, commitments to maintain and open branch offices within a bank’s delineated local community, as such term is used within section 14 of chapter 167 and such other matters as the commissioner may deem necessary or advisable.
          The commissioner shall not issue such certificate until the commissioner has received notice from the Massachusetts Housing Partnership Fund established by section 35 of chapter 405 of the acts of 1985, that arrangements satisfactory to the fund have been made for such foreign bank to make 90/100 of 1 per cent of its assets in the commonwealth available for call by the fund for a period of 10 years to provide loans to said fund for financing, down payment assistance, share loans, closing costs and other costs related to creating affordable rental housing, limited equity cooperatives and affordable home ownership opportunities, and tenant management programs and tenant unit acquisition or ownership programs in state funded public housing developments. All of the benefits and assistance provided by said fund under funds made available by this section shall be to persons with incomes of less than 80 per cent of the area-wide median income as determined from time to time by the United States Department of Housing and Urban Development; provided, however, that at least 25 per cent of such assistance shall be to persons with incomes of less than 50 per cent of said area-wide median income. All loans made to the fund by such banks shall be deemed to be legal investments for such banks; provided, however, that (a) such loans shall be evidenced by notes, or other evidence of indebtedness of the fund, which shall bear interest at rates approved by the commissioner, which shall be based upon the costs, not to include any lost opportunity costs, incurred by the bank in making funds available to the fund; provided, however, that the fund may, by agreement with such bank, accept a reduction in the amount of said call based upon a lower rate of interest; and (b) no loan to the fund shall be secured in any manner unless all outstanding loans to the fund shall be secured equably and ratably in proportion to the unpaid balance of such loans and in the same manner.
          Said fund shall file with the commissioner a report subsequent to any call to borrow funds pursuant to this section. Such report shall contain the total amount of the call, the allocation of the call to each such bank, the amount loaned by each to the fund and the rate of interest thereon. Said report shall be filed within 60 days of any such call.
          No such certificate shall be issued until the commissioner has received written assurances from such foreign bank that a resident or residents of the commonwealth shall occupy a position of an executive officer in any resulting bank or branch. For the purposes of this section, the term “executive officer” shall have the same meaning as in section 4 of chapter 167A.
          Section 16.  Any foreign bank that has obtained a certificate issued pursuant to section 15, if such bank is expressly authorized to do so by the laws under which it is organized and operates, may, upon approval by the commissioner of an application thereof in prescribed manner and form, establish and maintain branches through a merger or consolidation with any bank or federal bank; provided, however, that in each instance the laws of the jurisdiction in which such foreign bank has its principal place of business shall expressly authorize, under conditions no more restrictive than those imposed by this chapter as so determined by the commissioner, any bank or federal bank to exercise like authority therein.
          Any foreign bank which establishes a branch through such merger, consolidation or purchase of assets or stock of any bank, shall operate the same as a branch under the supervision of the commissioner and in accordance with all applicable laws which govern such activities by banks.
          Any foreign bank which establishes a branch through such merger, consolidation or purchase of assets or stock of any federal bank, shall operate the same as a federal branch which shall be subject to all laws of the commonwealth relative to community reinvestment, consumer protection, fair lending, establishment of intra-state branches and the application or administration of any tax or method of taxation including, but not limited to, sections 1 to 14A of chapter 93 and applicable sections of chapters 93A, 167 to 167J, inclusive, and all other applicable laws including all rules and regulations established thereunder pursuant to law, and to other laws of the commonwealth as are applicable to a national bank with its main office in the commonwealth.
          Any merger, consolidation or purchase of assets shall comply with all applicable laws relative to filing requirements of out-of-state non-banking corporations doing business in the commonwealth. The commissioner shall not approve any such application if the bank or federal bank sought to be acquired thereby has been in existence for a period of less than 3 years or if, as a result thereof, the applicant would control in excess of 30 per cent of the total deposits, exclusive of foreign deposits, of all depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that the commissioner may waive either said age requirement or concentration limit, or both, if it is deemed that economic conditions warrant granting a waiver. For the purposes of this section, “foreign deposits” shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.
          Section 17.  The commissioner may, subject to any conditions as the commissioner may prescribe, grant to an out-of-state bank, an out-of-state federal bank or a foreign bank a certificate authorizing it to act in a fiduciary capacity pursuant to chapter 167G, so far as applicable; provided, however, that such bank shall be authorized to act by the laws of the jurisdiction where its principal office is located; and provided, further, that the laws of such jurisdiction, as determined by the commissioner, shall grant a similar privilege or privileges to a bank. An out-of-state bank, out-of-state federal bank or a foreign bank holding a certificate and appointed a fiduciary shall be subject to the General Laws with respect to the appointment of agents by fiduciaries and to the same taxes, obligations and penalties, with respect to its activities as fiduciary and the property held by it in its fiduciary capacity, as banks, and no certificate shall be issued to an out-of-state bank, out-of-state federal bank or a foreign bank until it has filed with the commissioner an agreement in writing, in which it binds itself to perform said obligations and pay any such taxes and penalties as aforesaid as may be levied or imposed upon it in this commonwealth. A bank, to the extent only that it acts as fiduciary as authorized in this section, shall not be deemed to transact business in the commonwealth for the purposes of sections 40 to 42, inclusive, of chapter 167.
          SECTION 35.  The General Laws are hereby amended by striking out chapter 167D, as appearing in the 2012 Official Edition, and inserting in place thereof the following chapter:—

          CHAPTER 167D.
          DEPOSITS AND ACCOUNTS

          Section 1.  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Bank”, a savings bank, co-operative bank or trust company incorporated as such in the commonwealth.
          “Board”, the board of trustees or directors of a bank.
          “Commissioner”, the commissioner of banks.
          “Federally-chartered bank”, a national bank association, a federal savings and loan association, a federal savings bank or a federal credit union authorized to do business in the commonwealth.
          Section 2.  Every bank in its banking department shall, subject to any limitations imposed by this chapter, have the following powers and whatever further incidental powers may fairly be implied from those expressly conferred and are reasonably necessary to enable it to exercise fully those powers according to common banking customs and usages:
          (A)  to receive deposits as authorized by this chapter; and
          (B)  to receive on deposit, storage or otherwise, money, government securities, stocks, bonds, coin, jewelry, plate, valuable papers and documents, evidences of debt and other property of any kind, upon such terms and conditions as may be agreed upon between the depositor and the bank and to collect and disburse, at the request of the depositor, the interest or income or principal of said property upon terms to be prescribed by such bank.
          Section 3.  A bank may receive demand, time and other types of deposits without limitation and upon such terms and conditions as may be agreed upon between the depositor and the bank.  Such deposits may include, but shall not be limited to, the types of deposits described in subsections (a) to (c), inclusive.
          (a)  Any bank or federally-chartered bank may receive deposits in the name of 2 or more persons as joint tenants, payable to 2 or more persons or the survivor or survivors of them, and any part or all of the deposits and interest represented by joint accounts may be withdrawn, assigned or transferred in whole or in part by any of the individual parties. Payments to any of the parties to a joint account while all of them are living shall discharge the liability of the bank or federally chartered bank to all persons and, in the event of the death of any of them, the bank or federally chartered bank shall be liable only to the survivor or survivors and the payment to any of the survivors shall discharge the liability of the bank or federally chartered bank to all persons.
          The surviving owner or owners of a joint account may maintain the balance of the account in the amount appearing at the time of the decease of a joint owner and such bank or federally chartered bank may allow interest additions and accumulations thereon.
          Such deposits or any part thereof, or any interest thereon, may be paid to any of such persons or to any assignee or pledgee of any of such persons, whether the other such persons be living or not; provided, however, that they are not then attached at law or in equity in a suit against any such person, and the bank or federally chartered bank then has no notice in writing of any assignment or pledge of the account by any of such persons to any person other than the person to whom payment is being made hereunder. All such payments shall be valid and discharge the liability of the bank to all persons.
          (b)  Any bank or federally-chartered bank may receive deposits made by 1 or 2 persons in trust for other natural persons, trusts or a charity or nonprofit organization recognized by the Internal Revenue Service. The name and address and other pertinent identifying information of the persons or entities for which such deposit is being made shall be disclosed and the deposit shall be credited to the depositors as trustees for such persons or entities. Payments may be made to the trustee, or if there are 2 trustees, to both or to either or the survivor. If no other notice of the existence and terms of a trust has been received in writing by the bank or federally-chartered bank upon the death of the trustee or, if there are 2 trustees, upon the death of both of them, the amount then on deposit together with the interest thereon shall be paid to the persons or entities that survive the death of the last surviving trustee in an equal portion of the funds for which such deposit was made or to their legal representatives. Each person or entity claiming to be a beneficiary under this subsection or their representative shall provide such identification and other information as requested by the bank or federally-chartered bank. Withdrawals and payments made in accordance with this subsection shall fully discharge the liability of the bank or federally-chartered bank as to all persons or entities.
          (c)  Any bank or federally-chartered bank having funds on deposit in the name of a minor may, unless in violation of a written agreement to which such bank or federally-chartered bank is a party, pay the same in whole or in part directly to such minor, to the minor’s legal representative, to either parent of such minor or to others on the minor’s written order; and any such payments shall discharge the liability of such bank or federally-chartered bank to all persons to the extent of such payment.
          Section 4.  (a) A bank may receive deposits into a deposit account held in the name of a natural person and established for personal, family or household purposes. The deposits, interest and other credits represented by the account may be withdrawn, assigned or transferred in whole or in part by the account holder only, except as otherwise provided in this section.
          (b)  Notwithstanding subsection (a), a holder of the account may provide for limited access to the account by another person to act as a signatory to the account pursuant to a declaration of intent in the form of a written statement, signed and sworn to by the account holder, evidencing the account holder’s intent to designate another person as signatory to the account for the purpose of exercising, on behalf of the account holder, such powers with respect to the account as shall be expressed in the declaration.
          The declaration of intent shall include:
                 (1)  the name of the financial institution holding said account;
                 (2)  the account number;
                 (3)  the date of execution;
                 (4)  the name and signature of the account holder; and
                 (5)  the powers granted relative to the use of and withdrawals from the account by the signatory.
          (c)  The provisions of the declaration relative to the account shall become effective upon the filing of the declaration with the financial institution, if the following documents are executed contemporaneously with, or on the same document as the declaration:
                 (1)  a statement, signed by the signatory, accepting the appointment;
                 (2)  a statement disclosing that any acts by a signatory relative to the account not specifically authorized in the declaration of intent may subject the signatory to civil or criminal liability; and
                 (3)  a statement, signed and sworn to by the signatory, acknowledging receipt of an attested copy of the declaration of intent and the statement required by clause (2).
          The declaration submitted to effect the establishment of the account, and documents related thereto, shall be maintained by the financial institution with the records of the account.
          (d)  Unless otherwise provided in the declaration of intent, all assets of the account shall be the property solely of the principal, and nothing in this section shall be construed to vest any rights relative to the account in the signatory; and in the event of the death of the principal while the declaration of intent is in effect, no right of survivorship shall accrue to a signatory.
          (e)  An amendment to or revocation of a declaration of intent, unless otherwise provided in the declaration, may be effected only by the principal or by a court appointed fiduciary in accordance with the intent of this section, and shall be filed forthwith with the financial institution holding the account.
          (f)      (1)  In the event of the incapacity or death of the principal, and receipt of written notice by the financial institution holding the account, withdrawals shall not be permitted, except by a court appointed fiduciary, unless otherwise provided for in the declaration of intent. Notice of the death or incapacity of the principal of a limited access deposit account shall be given, in the case of a bank or federally chartered bank, to the main office of the bank.
                    (2)  A bank shall not be required to monitor the limited access deposit account in a manner different from its other checking or savings accounts. A bank shall not be liable for withdrawals and payments made by the signatory before it receives notice of amendments or revocation of the declaration of intent, or before it receives notice of the death or incapacity of the principal.
          (g)  A signatory to the account shall maintain accurate records of the signatory’s activity and shall make the same available whenever requested to do so by the account holder, the holder’s legal representative or by a court appointed fiduciary.
          (h)  A signatory who violates the terms of a declaration of intent, with intent to defraud, and converts or secretes with intent to convert, the assets of the account, shall be guilty of larceny and subject to penalties contained in section 30 of chapter 266.
          Section 5.  A natural person 18 years of age or under or 65 years of age or older may choose 1 demand deposit account and 1 savings account which, in each instance, shall include a joint account in which the spouse of the eligible depositor, regardless of age, is the joint tenant therein or the joint tenant would otherwise be an eligible depositor and which has been established and used for personal, family or household purposes, upon which no service, maintenance or other similar charge shall be imposed. No such account shall be subject to: (i) a minimum balance requirement; (ii) a charge for a deposit or withdrawal; or (iii) a fee for the initial order or subsequent refills of the basic line of checks offered by the bank, which shall include the name of the depositor. For the purposes of this section, the term “savings account” shall include a regular passbook, regular statement savings or regular NOW account, so-called.
          A savings account in trust for another person shall be covered by the notice, services, fee and charge provisions of this section only if the trustee is a person 18 years of age or under or 65 years of age or older. A consumer shall notify a bank of the consumer’s eligibility for such accounts and provide proof of age in a form acceptable to the bank. A bank may, however, assess a fee for certain services in accordance with the bank’s published service charge schedule, which shall include, stop payment orders, wire transfers, certified or bank checks, money orders, deposit items returned, transactions at electronic branches and through other electronic devices a reasonable charge, as determined by the commissioner, against any such account when payment on a check or other transaction on the account has been refused because of insufficient funds or paid despite insufficient funds. A bank shall post in each of its banking offices a notice informing consumers of the availability of the banking services under this section. A bank shall, in addition to the notice posting requirement, disclose annually to all depositors, in a manner of its choosing, the provisions of this section applicable to a person 18 years of age or younger or 65 years of age or older. For the purposes of this section, the term “check or other transaction” shall include, but not be limited to, a check for purposes of the federal Check Clearing for the 21st Century Act, 12 U.S.C. section 5002, an electronic funds transfer, as defined in section 1 of chapter 167B or regulations thereunder, or a transaction processed by an automated clearinghouse.
          Section 6.  No bank shall assess a fee, charge or other assessment against an account, established for personal, family or household purposes, of a depositor who, as the payee of a check, draft or money order, of which the payee is not also the maker, deposits the same therein and payment on any such instrument is refused by the depository institution upon which it is drawn because of insufficient funds or because the maker thereof did not have an account at such depository institution; provided, however, that a bank may assess a reasonable fee, charge or assessment that represents its direct costs, as established annually by the commissioner, incurred for processing such check, draft or money order.
          Section 7.  A bank or federally-chartered bank which accepts a deposit for demand deposit or other account subject to withdrawal by negotiable or transferable instrument for the purpose of making a transfer to a third party shall, if requested by the depositor, provide without charge not less than 25 cancelled instruments or legible copies of the fronts and backs thereof per calendar year; provided, that, if requested by a depositor who is blind, the bank shall make additional accommodations to provide additional cancelled instruments or information thereon as is possible in accordance with the federal Check Clearing for the 21st Century Act, 12 U.S.C. section 5001 et seq. and regulations promulgated thereunder. Section 4-406 of chapter 106 shall be subject to this section.
          Section 8.  No bank shall give collateral or other security for a deposit of money received in its banking department, except that such bank may make such a deposit of securities or satisfy any provision as may be required by the laws of the United States or the rules and regulations of any department, agency or instrumentality thereof as security for deposits of funds made by the United States or any department, agency or instrumentality thereof with such bank and may give such collateral or other security for deposits of public or other funds as may be required by any public authority making such deposits or controlling the terms upon which they may be made and except as provided in section 8 of chapter 167G.
          Section 9.  Any bank or federally-chartered bank may establish an account to receive deposits from a lessor acting as a trustee for funds received and held by such trustee pursuant to paragraph (a) of subsection (3) of section 15B of chapter 186. Such account may be established as required by said section 15B for the purpose of holding security deposits taken by a lessor of residential dwelling units owned or managed by said lessor; provided, that the terms of said account shall place said deposit beyond the claim of a creditor of the lessor, including a foreclosing mortgagee or trustee in bankruptcy, and shall provide for the transfer of said deposit to a subsequent owner of any property for which such security deposit was taken. Interest accruing on said deposit shall be paid to the lessor pursuant to the terms of the deposit. Withdrawals and payments made by the corporation from said account shall discharge the liability of said corporation to all persons.
          Section 10.  Any bank or federally-chartered bank may establish an account or accounts to receive deposits from a manager or managing agent acting as a trustee for funds received and held by such trustee pursuant to paragraph (2) of subsection (f) of section 10 of chapter 183A. Such account or accounts may be established as required by said section 10 to hold condominium funds taken by a manager or managing agent, provided, that the terms of said account or accounts shall be such as to place said deposit beyond the claim of a creditor of the manager or managing agent, including a foreclosing mortgagee or trustee in bankruptcy, and as will provide for the transfer of said deposit to the organization of unit owners or subsequent manager or managing agent, as determined by the organization of unit owners. Interest accruing on said deposit shall be paid to the organization of unit owners pursuant to the terms of the deposit. Withdrawals and payments made by the bank or federally chartered bank from said account or accounts shall discharge the liability of said bank or federally chartered bank to all persons.
          Section 11.  When a passbook or other instrument as evidence of a depositor’s account issued by any bank has been lost, stolen or destroyed, the person in whose name it was issued, or in the case of a joint account, by the joint owners thereof may make written application to such bank for payment of the amount of the deposit represented by said book or other instrument or for issuance of a duplicate book or other instrument therefor. The application shall include an affidavit signed and sworn to that the person, or persons, making such application is a lawful owner, or are the lawful owners, of said passbook or other instrument, that said passbook or other instrument has been lost, stolen or destroyed and that no lawful owner has, in any way, transferred, pledged or assigned said passbook or other instrument or any interest in the deposits therein. The application shall further include an agreement, in writing, to indemnify the bank from and against any and all claims, expenses and liabilities in any way resulting from the bank’s action on the application by the payment of amounts due on said passbook or other instrument or by the issuance of a duplicate book or other instrument therefor. All signatures contained with such application shall be duly notarized. Upon receipt of such application, the bank may pay the amount due on said passbook or other instrument or may issue a duplicate book or other instrument therefor. This section shall apply to passbooks and other instruments issued by a bank which subsequently has merged in, consolidated with or transferred its deposit liabilities to another bank.
          When payment is made or a duplicate book or other instrument is issued in accordance with this section and after presentation of reasonable identification, a bank shall not be liable to any person on account of its action on the application, payments of the amount due on said passbook or other instrument or issuance of a duplicate book or other instrument therefor, except that a bank may be liable to a transferee, pledgee or assignee who, prior to such action, payment or issuance, has given the bank written notice of the transfer, pledge or assignment.
          Section 12.  Deposits standing in the individual name of a deceased depositor of a bank or federally chartered bank shall be paid to the individual’s legal representative, but if the deposit does not exceed $10,000 and there has been no demand for payment from a duly appointed executor or administrator, payment may be made, in the discretion of the treasurer or other duly authorized officer of the bank or federally chartered bank, or pursuant to special vote of its board, after the expiration of 30 days from the death of such depositor, to the surviving spouse of said deceased depositor or if there be no surviving spouse, to the next of kin of such deceased upon presentation of a copy of the decedent’s death certificate and the surrender of the deposit book or other instrument, if any, evidencing the deposit. Any such bank or federally-chartered bank may pay an order, drawn by a person who has funds on deposit to meet the same, notwithstanding the death of the drawer, if presentation is made within 30 days after the date of such order, and at any time if the corporation has not received written notice of the death of the drawer; provided, however, that in either event, that such funds would, on the date of such payment, have been subject to withdrawal by the drawer if living. Payments made under authority of any provision of this section shall discharge the liability of the bank or federally chartered bank to all persons to the extent of such payments.
          Section 13.  If, in the judgment of the board, there is an unusual demand by depositors for withdrawals the bank may, with the approval of the commissioner, require such a depositor to give written notice of the depositor’s intention to withdraw the whole or any part of such deposits or to apply for a loan secured by such deposit. If, in the opinion of the commissioner, there is an unusual demand by depositors for withdrawals, the bank shall upon the commissioner’s order require such a depositor to give written notice of the depositor’s intention to withdraw the whole or any part of such deposits or to apply for a loan secured by such deposit.  Such notice shall be for a period not exceeding 6 months, as may be determined by the commissioner. Said period may, in the commissioner’s discretion, be extended up to 1 year from the date of notice. Until the notice requirement has been revoked by the commissioner, the foregoing limitations as to payments by way of withdrawal or loan applicable in case of a general requirement shall apply to such deposits.
          Such bank shall not advertise for such deposits in newspapers, by posters or other written solicitation, while any requirement of notice of intention to withdraw is in effect, unless the advertisement shall contain, in type not smaller than the largest type thereof, a statement that such deposits may not be paid out, by way of withdrawal or loan, except in accordance with the terms of the requirement, which terms shall be set forth in such statement.
          Section 14.  Any agreement between a depositor and any bank which exculpates such bank when a deposit account, or any part thereof, is paid by such bank to a person unlawfully presenting a passbook, or other instrument as evidence of such account is hereby declared to be contrary to public policy and void.
          Section 15.  For the purposes of this section, the term “Internal Revenue Code” shall mean section 401(a), section 401(f), section 403(b)(7), section 408(a) or section 408(h) of the Internal Revenue Code.
          Any designation of a beneficiary in connection with and as provided by an instrument intended to establish a pension, profit-sharing or other deferred compensation or retirement plan, trust or custodial account described in the Internal Revenue Code, and in effect from time to time, shall be effective according to its terms, notwithstanding any purported testamentary disposition allowed by statute, by operation of law or otherwise to the contrary. Nothing in this section shall limit, by implication or otherwise, any nonstatutory right of an employee to designate 1 or more beneficiaries of the employee’s interest under any retirement plan not described in this section or under any other employee benefit plan.
          Section 16.  If a bank as a consequence of a default of a debt owed to said bank by a depositor or shareholder, makes a transfer of funds of such depositor or shareholder to reduce or extinguish said debt, such depositor or shareholder shall be notified forthwith of such transfer by written notice sent by first class mail directed to the last known address of such depositor; provided, however, that no such transfer shall be made if the debt is the result of consumer credit granted under the federal Truth in Lending Act, 15 U.S.C. section 1601 et. seq. A depositor or shareholder to whom such notice has not been sent shall be entitled to recover the amount of any actual damages.
          Section 17.  A person indebted to a bank may, when proceeded against for the collection of such indebtedness or for the enforcement of any security therefor, set off or recoup the amount of a deposit in such bank held and owned by that person at the time of the commencement of such proceeding; provided, however, that if a proceeding in equity has been commenced to restrain the bank from doing its actual business, or if possession of such bank has been taken over by the commissioner, pursuant to section 22 of chapter 167, or as otherwise provided by law, no deposit shall be so set off or recouped by any such person unless the person held and owned the deposit on the date of the commencement of such proceeding or of possession so taken, and the right of set off or recoupment shall be determined as of such date whether the indebtedness of the depositor, or the deposit, is then due or payable or becomes due or payable at a later date. Any indebtedness against which a deposit is permitted to be set off or recouped as aforesaid may be secured or unsecured. Section 3 of chapter 232 shall not apply to a set off under this section; provided, however, that any party to a joint account may set off the joint deposit against the individual’s debt to such bank. Notwithstanding the foregoing, a judgment shall not be rendered against such bank in favor of the defendant for any balance found due from it if a proceeding in equity has been commenced against the bank or possession thereof has been taken as aforesaid. The word “deposit”, as used in this section, shall include interest due thereon.
          Section 18.  If, in an action against a bank for money on deposit therewith, it appears that the same fund is claimed by another party than the plaintiff, whether by the husband or wife of the plaintiff, or otherwise, the court in which such action is pending, on the petition of the bank and on such notice to the plaintiff and to such claimants as the court considers proper, may order the proceedings to be amended by making such claimants defendants thereto, and thereupon the rights and interests of the several parties in and to said funds shall be heard and determined. Such deposits may remain with the bank until final judgment and shall be paid as the court orders, or may be paid into court to await final judgment, and when so paid into court, the action shall be discontinued as to such bank and its liability for such deposit shall cease. The taxable costs of the bank in such actions shall be in the discretion of the court and may be charged upon the fund.
          Section 19.  No bank, federally-chartered bank or other corporation doing a banking business in the commonwealth, in this section called the depository, shall be required to recognize an adverse claim to a deposit standing on the depository’s books to the credit of or to securities held for the account of any person, except by virtue of the service upon the depository of appropriate process issued by a court of competent jurisdiction in a suit or action to which such person, or the person’s executors or administrators, has been made a party, unless the adverse claimant gives bond satisfactory to the depository and the adverse claimant to hold harmless and indemnify it from any liability, loss, damage, costs and expenses whatsoever on account of such adverse claim, or files with the depository an affidavit setting forth facts showing a reasonable cause for belief that a fiduciary relationship exists between such person and said adverse claimant and that such person is about to misappropriate the deposit or securities in question.
          Section 20.  Notwithstanding any general or special law to the contrary, a bank, a federal bank or a Massachusetts branch, as defined in section 1 of chapter 167, shall not be required to repay any deposit made at a branch of such bank, federal bank or Massachusetts branch located in a foreign country, or any deposit made with any of the foregoing in the currency of a foreign country if repayment of such deposit or the use of such assets denominated in said foreign currency is prevented, prohibited or otherwise blocked due to: (a) an act of war, insurrection or civil strife; (b) any action by a foreign government or instrumentality, or authority asserting governmental, military or police power of any kind, whether such authority be recognized as a de facto or de jure government, or by any entity, political or revolutionary movement or otherwise that usurps, supervenes or otherwise materially impairs the normal operation of civil authority; or (c) the closure of such foreign branch in order to prevent, in the reasonable judgment of the bank, harm to the bank’s employees or property.
          The obligation to repay any such deposit shall not be transferred to and shall not be enforced against any other branch of such bank, federal bank or Massachusetts branch.
          Prior to the opening of any account for a retail customer that is subject to this section and with respect to any such account in existence on the effective date of this section, upon said effective date, such bank, federal bank or Massachusetts branch shall disclose to the prospective account holder the effect of this section. Such bank, federal bank or Massachusetts branch shall also disclose to all current account holders the effect of this section. Any such bank, federal bank or Massachusetts branch which fails to provide such disclosure shall not be entitled to avail itself of this section.
          SECTION 36.  Section 3 of chapter 167E of the General Laws, as so appearing, is hereby amended by striking out subsection (f) and inserting in place thereof the following subsection:-
          (f)  Notwithstanding subsections (a) to (e), inclusive, reverse mortgage loans on owner occupied dwellings shall be subject to sections 7 and 7A.
          SECTION 37.  Section 5 of said chapter 167E, as so appearing, is hereby amended by striking out subsection (a) and inserting in place thereof the following subsection:-
          (a)  A bank shall inspect the real estate securing a loan in the event that a payment of interest or principal upon the loan or on account of real estate taxes upon the parcel mortgaged to secure the same shall be in default. Any such inspection shall be made in a manner consistent with and not later than the time periods specified in the policy of the bank. Periodic inspection of the parcel mortgaged shall continue in accordance with the policy until the loan is no longer in default.
          SECTION 38.  Section 2 of chapter 167F of the General Laws, as so appearing, is hereby amended by striking out paragraphs 7 and 7A and inserting in place thereof the following 3 paragraphs:-
          7.  To acquire or invest in, with 10 days’ advance notice to the commissioner, the capital stock or shares of 1 or more wholly-owned subsidiary corporations, limited liability companies or trusts, including any corporation or trust that is treated as a real estate mortgage investment conduit under  26 U.S.C. section 860D or such other forms of organization permitted by the commissioner, organized and operated solely for the purpose of performing functions that the bank itself is empowered to perform directly; provided however, that if the aggregate amount invested or proposed to be invested in any 1 subsidiary exceeds 50 per cent of tier 1 capital of the bank that excess investment shall be made only with the approval of the commissioner and under the limitations and conditions  imposed by the commissioner. At the time of the notice or at any time the notice is pending, such a bank may request that the commissioner waive and the commissioner may waive the remaining notice period.
          7A.  To invest, subject to the approval of the commissioner and under such limitations or conditions as the commissioner may impose, in the capital stock or shares of 1 or more wholly owned subsidiary corporations, limited liability companies or trusts or such other forms of organization permitted by the commissioner, organized and operated solely for the purpose holding or investing in other real estate owned.
          7B.  To merge with 1 or more of its nonbank subsidiaries or affiliates with the bank as the continuing entity.
          SECTION 39.  Said section 2 of said chapter 167F, as so appearing, is hereby further amended by striking out, in lines 256 and 257, the words “Subject to such restrictions as may be imposed by the commissioner, to” and inserting in place thereof the following word:- To.
          SECTION 40.  Said section 2 of said chapter 167F, as so appearing, is hereby further amended by striking out paragraphs 31 and 32 and inserting in place thereof the following 2 paragraphs:-
          31.  To exercise any power and engage in any activity that is permissible for a federal bank or out-of-state bank, as defined in section 1 of chapter 167, by providing 30 days written notice in advance to the commissioner; provided, however, that the activity is not otherwise prohibited under the laws of the commonwealth; provided, further, that the activity shall be subject to the same limitations and restrictions that are applicable to the federal or out-of-state bank; and provided, further, that the activity authorized for the out-of-state bank has been permitted by the Federal Deposit Insurance Corporation under section 24 of the Federal Deposit Insurance Act and Part 362 of the regulations thereunder. In the event that federal or out-of-state banks lose the authority to exercise any power or engage in any activity based upon which comparable authority was granted to state chartered banks pursuant to this paragraph, unless such authority is authorized by another law of the commonwealth, or a rule, regulation or policy adopted pursuant to such other law of the commonwealth, or by a judicial decision, the authority shall be revoked for state chartered banks pursuant to this paragraph. At the time the notice is filed or at any time the notice is pending, a bank may request that the commissioner waive and the commissioner may waive the remaining notice period.
          32.  To engage in an activity and to acquire and retain the shares of any company engaged in any activity that the bank determines to be financial in nature or incidental to the financial activity that is complementary to a financial activity and does not pose a substantial risk to the safety and soundness of the bank by providing 30 days written notice in advance to the commissioner. At the time the notice is filed or at any time the notice is pending, a bank may request that the commissioner waive and the commissioner may waive the remaining notice period. In determining whether an activity is financial in nature or incidental or complementary thereto, the bank shall consider, but shall not be limited to, those activities considered to be financial in nature or incidental to the financial activity or an activity that is complementary to a financial activity under section 103, section 121 and section 122 of Public Law 106-102, entitled the federal Gramm-Leach-Bliley Act of 1999. Notwithstanding any general or special law to the contrary, this chapter does not authorize a bank or a subsidiary or affiliate of a bank to sell title insurance.
          SECTION 41.  Section 3 of said chapter 167F, as so appearing, is hereby amended by striking out paragraph 1 and inserting in place thereof the following paragraph:-
          1.  Insurance Company Stocks - In the capital stock of any insurance company authorized to conduct fire and casualty business in the commonwealth subject to the following conditions.
          No insurance stock shall be purchased if the cost thereof added to the cost of insurance stocks and bank stocks already owned exceeds 66 2/3 per cent of the total of the capital stock and surplus account for a stock corporation or the surplus account for a thrift institution.
          SECTION 42.  Said section 3 of said chapter 167F, as so appearing, is hereby further amended by striking out paragraph 3 and inserting in place thereof the following paragraph:-
          3.  Utility Company Stocks - In the preferred and common stock of any company which, at the time of such investment, is incorporated under the laws of the United States or any state thereof, or the District of Columbia, and authorized to engage, and engaging, in the business of furnishing telephone service in the United States, or any gas, electric light or water company incorporated or doing business in the commonwealth and subject to the control and supervision thereof.
          No such corporation shall invest in such preferred or common stocks if the cost thereof added to the cost of such preferred or common stocks already owned exceeds 35 per cent of the total of the capital stock and surplus account for a stock corporation or the surplus account of a thrift institution. No corporation shall invest more than .5 of 1 per cent of its deposits in the stock of any 1 such company.
          SECTION 43.  Section 6 of said chapter 167F is hereby repealed.
          SECTION 44.  Said chapter 167F is hereby amended by adding the following section:-
          Section 10.  A bank may or in participation with a federal bank, a foreign bank, an out-of-state bank or an out-of-state federal bank, as defined in section 1 of chapter 167 invest in, establish, operate or subscribe for services from another bank, federal bank, foreign bank, out-of-state bank or out-of-state federal bank or a subsidiary thereof or any other business entity for the purpose of obtaining for or furnishing to the bank technology, trust services, financial planning, compliance, internal audits, human resource or other operation functions, management or staff generally required by a bank.
          SECTION 45.  Section 3 of chapter 167G of the General Laws, as appearing in the 2012 Official Edition, is hereby amended by striking out paragraphs 1 and 2 and inserting in place thereof the following 2 paragraphs:-
          1.  To hold money or property in trust or on deposit from, personal representatives, voluntary personal representatives,  assignees, conservators and trustees upon such terms and conditions as may be agreed upon;
          2.  To be appointed and to act as personal representative, voluntary personal representative of a will of the estate of any person, receiver, assignee, guardian, conservator or trustee under a will or instrument creating a trust for the care and management of property, under the same circumstances, in the same manner, and subject to the same control by the court having jurisdiction of the same, as a legally qualified individual or to act in any other fiduciary capacity not expressly prohibited by the laws of the commonwealth;.
          SECTION 46.  Paragraph 9 of said section 3 of said chapter 167G, as so appearing, is hereby amended by striking out the second paragraph and inserting in place thereof the following paragraph:-
          Any such collective investment fund shall be administered in accordance with a written declaration of trust which shall provide that if property is held by such corporation or association as a fiduciary together with a co-fiduciary or co-fiduciaries, such property may be invested in such collective investment fund only with the written consent of such co-fiduciary or co-fiduciaries, but that in no case shall any other notice or consent be required for the making of any such investment. An account of the administration of each such collective investment fund shall be prepared annually, shall be audited by an independent certified public accountant and a copy of such account and of the audit report thereon shall be made available to any interested party upon written request. All expenses of the administration of such collective investment fund, including the cost of the annual audit, shall be borne by the fund, but the corporation or association shall absorb the costs of establishing any such collective investment fund.
          SECTION 47.  Said section 3 of said chapter 167G, as so appearing, is hereby further amended by striking out paragraph 11 and inserting in place thereof the following paragraph:-
          11.  Any association or corporation authorized to do a banking business and to exercise trust powers in the commonwealth while acting as a fiduciary is authorized, in the absence of an express provision to the contrary in the instrument, judgment, decree or order creating a trust or other fiduciary relationship, to purchase for the fiduciary estate, directly from underwriters or distributors or in the secondary market, bonds or other securities which are underwritten or distributed by such association or corporation or an affiliate thereof or by any syndicate which includes such association or corporation or affiliate thereof and securities of any investment company or investment trust for which such association or corporation or any affiliate thereof acts as adviser, distributor, transfer agent, registrar, sponsor, manager, shareholder servicing agent, custodian, broker, dealer or lender of money or securities; provided, however, that (i) nothing in this section shall affect the degree of prudence which is required of fiduciaries generally under the common law of the commonwealth or the charging of reasonable compensation and (ii) any such bonds or securities so purchased shall have sufficient liquidity and quality to satisfy the principles of fiduciary investment. Any such association or corporation purchasing bonds or securities pursuant to this paragraph shall, in any written communication or account statement reflecting such purchase, disclose the fact that it or an affiliate may have an interest in the underwriting or distribution of such bonds or securities and any capacities in which it or an affiliate acts for the issuer of such securities. Any such association or corporation purchasing securities of an investment company or investment trust pursuant to this paragraph shall disclose the provision of the stated services and the receipt of compensation for such services annually by mailing a statement or letter describing the same, to the last known address of each person to whom statements for the fiduciary estate are rendered.
          SECTION 48.  Said chapter 167G is hereby further amended by striking out section 8, as so appearing, and inserting in place thereof the following section:-
          Section 8.  Notwithstanding section 4, funds held in the trust department of any bank awaiting investment or distribution may be deposited in its banking department if such bank shall first transfer to its trust department, to be held as security therefor, bonds, notes, bills and certificates of indebtedness of the United States, of the commonwealth, or of any of the states or any other securities in which the bank may legally invest, of an aggregate value of not less an amount than funds so deposited, and such bank shall at all times maintain the value of such security at such amount; provided, however, that such security shall not be required to the extent that the funds so deposited are insured by the Federal Deposit Insurance Corporation.
          SECTION 49.  Section 1 of chapter 167H of the General Laws, as so appearing, is hereby amended by inserting after the definition of “Commissioner” the following definition:-
          “Interim bank”, a Massachusetts or federal bank, out-of-state bank or out-of-state federal bank organized solely to participate in and facilitate an acquisition, reorganization or other corporate transaction.  A Massachusetts bank which is an interim bank shall be organized under chapter 167I.
          SECTION 50.  Said chapter 167H is hereby further amended by striking out section 2, as so appearing, and inserting in place thereof the following section:-
          Section 2.  (a) Notwithstanding any general or special law to the contrary, a mutual banking institution that is a savings bank may reorganize so as to become a mutual holding company by: (1) establishing a subsidiary banking institution as a stock savings bank in accordance with section 3 and transferring to such subsidiary banking institution the substantial part of its assets and liabilities, including all of its deposit liabilities; or (2) by structuring the reorganization under any procedures acceptable to the commissioner, including, but not limited to, the merger of the existing mutual bank with and into a savings bank established for the purpose of completing the reorganization; provided, that to facilitate a multi-step reorganization the commissioner may, subject to such terms and conditions as the commissioner may impose, grant any and all certificates and approvals to establish and control a new mutual savings bank. Upon such reorganization, all persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual banking institution shall have such rights solely with respect to the subsidiary banking institution and the corresponding liability or obligation of the mutual banking institution to such persons shall be assumed by the subsidiary banking institution. All persons who had liquidation rights pursuant to section 15 of chapter 167I with respect to the mutual banking institution shall continue to have such rights solely with respect to said mutual holding company.
          (b)  Notwithstanding any general or special law to the contrary, a mutual banking institution that is a cooperative bank may reorganize so as to become a mutual holding company by: (1) establishing a subsidiary banking institution as a stock cooperative bank in accordance with section 3 and transferring to such subsidiary banking institution the substantial part of its assets and liabilities, including all of its deposit liabilities; or (2) by structuring the reorganization under any procedures acceptable to the commissioner, including, but not limited to, the merger of the existing mutual bank with and into a cooperative bank established for the purpose of completing the reorganization; provided, that for the purpose of facilitating a multi-step reorganization the commissioner may, subject to such terms and conditions as the commissioner may impose, grant any and all certificates and approvals to establish and control a new cooperative bank. Upon such reorganization, all persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual banking institution shall have such rights solely with respect to the subsidiary banking institution and the corresponding liability or obligation of the mutual banking institution to such persons shall be assumed by the subsidiary banking institution. All persons who had liquidation rights pursuant to section 15 of chapter 167I with respect to the mutual banking institution shall continue to have such rights solely with respect to said mutual holding company.
          (c)  Any reorganization of a mutual banking institution pursuant to subsection (a) shall be approved by a majority of the board of trustees and by a majority of the corporators present and voting in each case at the annual meeting or at a special meeting called, in accordance with the by-laws, for such purpose. Any such reorganization pursuant to subsection (b) shall be approved by a majority of the board of directors and by a majority of the shareholders present and voting in each case at the annual meeting or at a special meeting called, in accordance with the by-laws, for such purpose.
          SECTION 51.  Said chapter 167H is hereby further amended by striking out sections 6 and 7, as so appearing, and inserting in place thereof the following 2 sections:-
          Section 6.  Upon the reorganization of a mutual banking institution into a mutual holding company, the mutual holding company shall (i) continue to possess and exercise all the rights, powers and privileges, except deposit-taking powers, of a mutual banking institution and (ii) shall be subject to the limitations and restrictions imposed on bank holding companies by chapter 167A and by applicable federal law and regulations.
          To the extent not inconsistent with the above, a mutual holding company may elect to follow the corporate governance procedures of the General Laws and shall designate in its by-laws the body of law selected for its corporate governance procedures.
          Section 7.  A mutual holding company organized under this chapter may:
                 (1)  invest in the stock of 1 or more banking institutions, as defined in section 1 of chapter 167A, or a limited purpose trust company, as defined in section 1 of chapter 167I, which conducts trust and fiduciary business but does not take deposits or otherwise carry on a banking business;
                 (2)  acquire a mutual banking institution, a credit union, as defined in section 1 of chapter 171, a federal credit union, as defined in section 1 of chapter 171, a federal bank, as defined in section 1 of chapter 167, in mutual form and an out-of-state federal bank, as defined in section 1 of chapter 167, in mutual form through consolidation or merger of such institution with its subsidiary banking institution;
                 (3)  merge with or acquire another state or federal mutual holding company or merge with and into or be acquired by another state or federal mutual holding company; provided, that any such mutual holding company shall have as 1 of its subsidiaries a subsidiary banking institution or a federally-chartered or state-chartered bank, which was in mutual form until it reorganized into a mutual holding company under federal law or the law of another state;
                 (4)  merge with or acquire a bank holding company, as defined in section 1 of chapter 167A, or a company in stock form controlling 1 bank that was organized or converted to stock form; provided that the mutual holding company is the continuing entity;
                 (5)  invest in a corporation, the purchase of the capital stock of which is permitted for a banking institution under state law;
                 (6)  exercise any other power or engage in any activity permitted to a mutual banking institution chartered by the commonwealth;
                 (7)  engage directly or indirectly only in such activities as are now or may hereafter be proper activities for bank holding companies under chapter 167A or by applicable federal law or regulations; and
                 (8)  exercise any rights, waive any rights or take or waive any other action with respect to any securities of any subsidiary banking institution which are held by such mutual holding company.
          SECTION 52.  Said chapter 167H, as so appearing, is hereby further amended by adding the following section:-
          Section 12.  A mutual company directly or indirectly controlling or owning 1 or more wholly owned stock bank subsidiaries or stock holding companies may elect to convert from a mutual holding company to a mutual banking institution organized under the original charter of its subsidiary banking institution, subject to approval of the commissioner and subject to the following conditions:
                 (1)  the conversion of the mutual holding company to a mutual banking institution shall be effected pursuant to a plan of conversion approved by the commissioner and a vote of 2/3 of the corporators of the mutual holding company;
                 (2)  all direct or indirect wholly owned stock bank subsidiaries and stock holding companies of the mutual holding company shall be merged into the resulting mutual banking institution;
                 (3)  the reorganized mutual banking institution shall assume all assets and liabilities of any direct or indirect wholly owned stock bank subsidiary or stock holding company and shall retain deposit insurance from the Federal Deposit Insurance Corporation and the excess deposit insurer of its subsidiary banking institution; and
                 (4)  such other provisions as the commissioner may require. 
          The commissioner may promulgate rules and regulations to carry out this section.
          SECTION 53.  The General Laws are hereby amended by inserting after chapter 167H the following 2 chapters:-

          CHAPTER 167I.
          CORPORATE BANK TRANSACTIONS: MERGERS, CONSOLIDATIONS,
          PURCHASE OF ASSETS AND CONVERSIONS

          Section 1.  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Bank”, an association or corporation chartered by the commonwealth pursuant to chapter 168, 170 or 172.
          “Board”, the board of trustees or directors of a bank or thrift institution and the board of directors of a federally chartered stock bank.
          “Capital stock”, the sum of the par value of the preferred and common shares of capital stock of a stock bank, issued and outstanding.
          “Commissioner”, the commissioner of banks.
          “Co-operative bank”, a bank governed by chapter 170.
          “Credit union”, a corporation organized pursuant to chapter 171 or corresponding provisions of earlier law.
          “Federally-chartered bank”, a national banking association, or federal savings and loan association or federal savings bank in stock form, the main office of which is located in the commonwealth or in another state.
          “Federally-chartered credit union”, a credit union organized under the Federal Credit Union Act.
          “Foreign bank”, an association or corporation authorized to do banking business which exists by authority of a country other than the United States.
          “Limited purpose trust company”, an entity chartered by the commonwealth pursuant to section 9A of chapter 172 or by any state or a federal agency that conducts trust and fiduciary business but does not accept deposits or otherwise carry on a banking business.
          “Mutual bank”, a savings bank chartered by the commonwealth pursuant to chapter 168 or a co-operative bank chartered by the commonwealth pursuant to chapter 170 in mutual form.
          “Mutual holding company”, a holding company organized pursuant to chapter 167H.
          “Out-of-state bank”, an association or corporation in stock form authorized to do banking business, the main office of which is located outside the commonwealth and which exists by authority of a state of the United States other than the commonwealth.
          “Savings bank”, a bank governed by chapter 168.
          “Stock bank”, an association or corporation chartered in stock form by the commonwealth pursuant to chapter 168 or 170, or which has reorganized or converted to become a stockholder form of organization pursuant to chapter 168 or 170, or a trust company, as defined in chapter 172.
          “Subsidiary banking institution”, the banking institution which is the direct or indirect subsidiary of a mutual holding company.
          “Surplus account”, an account so designated on the books of a bank and consisting of amounts required by law.
          “Thrift institution”, a banking institution in mutual or cooperative form organized under the laws of another state or a federal savings and loan association or federal savings bank in mutual form the main office of which is located in the commonwealth or in another state.
          “Trust company”, a bank governed by chapter 172.
          “Voting body”, corporators of a savings bank in mutual form, shareholders of a co-operative bank not in stock form and the stockholders of a stock bank with rights to vote in corporate transactions.
          Section 2.  One or more mutual banks may merge or consolidate into a single mutual bank, and 1 or more mutual banks and 1 or more thrift institutions may merge or consolidate into a single mutual bank or thrift institution, upon such terms approved by a vote of at least 2/3 of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the board of each thrift institution in accordance with the laws under which each such thrift institution is organized, and approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by a 2/3 vote of the voting body of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, by the depositors, corporators, shareholders or members, as applicable, of each thrift institution in accordance with the laws under which such thrift institution is organized. 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 secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any definitive merger or consolidation agreement reached by the merging or consolidating institutions, certified copies of the vote of the board of each mutual bank and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, certified copies of the vote of the board of each thrift institution. If the commissioner, after such notice and hearings as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms approved by the commissioner and finds that such a merger or consolidation is in the interests of the depositors of any merging or consolidating savings bank and the shareholders of any merging or consolidating co-operative bank, such merger or consolidation may be approved by the commissioner subject to the commissioner’s direction. Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a “consolidation”, shall have been approved by a vote of at least 2/3 of the voting body of each mutual bank at meetings specially called to consider the subject and, in the case of a merger or consolidation of 1 or more mutual banks and thrift institutions, approved by a vote of the depositors, corporators, shareholders or members, as applicable, of each such thrift institution in accordance with the laws under which each such thrift institution is organized; provided, however, that in the case of a co-operative bank the consolidation shall be approved by vote of at least 2/3 of those shareholders present, qualified to vote and voting at each such meeting.
          Notice of such meetings shall be given in accordance with applicable law and the by-laws of such merging or consolidating institutions. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if  approving such consolidation, shall endorse such approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each mutual bank have been made and notice thereof has been received by the commissioner.
          The offices and depots of any mutual bank and the offices of any thrift institution merged or consolidated under this section, may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of, and under such conditions, if any, as may be approved by the commissioner.
          If the merging or consolidating corporations or thrift institutions are chartered by or, in the case of federal savings and loan associations or federal mutual savings banks, have their main offices located in and are authorized to do business in different states, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements set forth in the General Laws shall no longer apply, and any citizen of the United States may serve the continuing corporation.
          In making a finding that such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall, at a minimum, consider a showing of net new benefits. For the purpose of this section, “net new benefits” shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution’s Community Reinvestment Act assessment area and such other matters as the commissioner may deem necessary or advisable.
          Section 3.  One or more stock banks may merge or consolidate into a single stock bank, and 1 or more stock banks, federally-chartered banks, out-of-state banks and limited purpose trust companies  may merge or consolidate into a single stock bank, federally-chartered bank or out-of-state bank upon terms approved by a vote of at least 2/3 of the board of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more federally-chartered banks or out-of-state banks, by the board of each out-of-state bank or federally-chartered bank in accordance with the laws under which each such out-of-state bank or federally-chartered bank is organized and approved in writing by the commissioner.  The terms of any such merger or consolidation shall be approved by a 2/3 vote of the voting body of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more federally-chartered banks or out-of-state banks, by the stockholders of such out-of-state bank or federally-chartered bank with rights to vote on the merger or consolidation in accordance with the laws under which such out-of-state bank or federally-chartered bank is organized.  A request for approval by the commissioner of such a consolidation or merger shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any definitive merger or consolidation agreement reached by the merging or consolidating institutions, certified copies of the vote of the board of each stock bank and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more out-of-state banks or federally-chartered banks, certified copies of the vote of the board of each out-of-state bank or federally-chartered bank. If the commissioner, after such notice and hearings as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms consistent with the standards set forth in this section, such merger or consolidation may be approved by the commissioner subject to the commissioner’s direction.  Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a “consolidation”, shall have been approved by a vote of at least 2/3 of the voting body of each stock bank at meetings specially called to consider the subject and, in the case of a merger or consolidation of 1 or more stock banks with 1 or more out-of-state banks or federally-chartered banks, by the stockholders of such out-of-state bank or federally-chartered bank with rights to vote on the merger or consolidation in accordance with the laws under which such out-of-state bank or federally-chartered bank is organized.  A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating institutions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if  approving such consolidation, shall endorse such approval upon such certificate.  No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each stock bank, if applicable, have been made and notice thereof has been received by the commissioner. The offices and depots of any stock bank and the offices of any other institution merged or consolidated under this section may be maintained as branch offices or depots, respectively, of the continuing institution with the written permission of and under such conditions, if any, as may be approved by the commissioner.
          If a federally-chartered bank or out-of-state bank is the continuing institution, then from and after the effective date of the merger or consolidation, the citizenship and residency requirements for directors set forth in the General Laws shall no longer apply.
          For the purposes of this section, the value of the stock of stockholders of a stock bank who have, as provided in section 13.21 and section 13.23 of chapter 156D, objected to any action authorized herein shall be ascertained in the manner provided in sections 13.01 and 13.03 to section 13.31, inclusive, of chapter 156D. 
          Section 11.07 of chapter 156D shall apply to consolidations and mergers of state-chartered stock corporations authorized under this section; provided, that for this purpose references in said section 11.07 to said chapter 156D shall be deemed to be the chapter of the General Laws governing such stock corporation, and references in said section 11.07 to articles of organization shall be deemed to be to the articles of organization, including any special act of incorporation, as from time to time amended.
          In deciding whether to approve such consolidation or merger, the commissioner shall determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, at a minimum, a showing of net new benefits. For the purpose of this section, the term “net new benefits” shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the continuing institution’s Community Reinvestment Act assessment area and such other matters as the commissioner may deem necessary or advisable.
          Section 4.  Any 1 or more mutual banks or subsidiary banking institutions and any 1 or more credit unions, or federal credit unions may merge or consolidate into a single mutual bank or subsidiary banking institution upon terms approved by a vote of at least 2/3 of the board of each mutual bank and the board of directors of each credit union, and shall have been approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by the voting body of each mutual bank and the shareholders of each credit union 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 secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any agreement reached by the respective boards and certified copies of the votes of such boards. If the commissioner, after such notice and hearing as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms approved by the commissioner and finds that such merger or consolidation is in the interests of the depositors and shareholders of the institutions concerned, such merger or consolidation may be approved by the commissioner subject to the commissioner’s direction. In making a finding that any such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, at a minimum, a showing of net new benefits. For the purposes of this section, the term “net new benefits” shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the bank’s delineated community, as such term is used within section 14 of chapter 167, and such other matters as the commissioner may deem necessary or advisable.
          Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a “consolidation”, shall have been approved by a vote of at least 2/3 of the voting body of each mutual bank or subsidiary banking institution present, qualified to vote and voting at a meeting specially called to consider the subject and approved by a vote of at least a majority 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 law. 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 approving such consolidation, shall endorse such 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 or credit union, if applicable have been made and notice thereof has been received by the commissioner.
          The offices and depots of any credit union merged or consolidated under this section may be maintained as branch offices or depots of the continuing corporation with the written permission of, and under such conditions, if any, as approved by the commissioner.
          Section 5.  If the commissioner has certified to the Depositors Insurance Fund or the Co-operative Central Bank that it is unsafe or inexpedient for a member bank to continue to transact business, as provided in section 4 of chapter 43 of the acts of 1934 or section 4 of chapter 73 of the acts of 1934, such member bank may be consolidated with or sell its assets to another savings bank or co-operative bank as applicable on an expedited basis, notwithstanding any general or special law to the contrary governing such transactions; provided, that the following conditions shall be satisfied:
          (1)  the terms and conditions of the proposed consolidation or purchase and sale of assets are set forth in a written plan or agreement between the continuing corporation and the Depositors Insurance Fund or the Co-operative Central Bank on behalf of the certified member bank;
          (2)  the consolidation or purchase and sale of assets and the written plan or agreement setting forth such arrangement is approved by a vote of at least 2/3 of the board of the continuing corporation at a meeting duly called for such purpose and by a vote of at least 2/3 of the board of directors of the Depositors Insurance Fund or the Co-operative Central Bank at a meeting duly called for such purpose;
          (3)  the commissioner determines that (a) failure to take immediate action to effect a consolidation or sale of assets of the certified member bank with or to another savings bank or co-operative bank, as applicable, is likely to undermine public confidence in banks, (b) the best interests of the depositors of the certified member bank, the depositors of the continuing corporation and the Depositors Insurance Fund or the Co-operative Central Bank will be served by an expedited consolidation or sale of assets and (c) the public convenience and advantage will be served by the proposed consolidation or sale of assets; and
          (4)  the commissioner approves in writing the proposed consolidation or purchase and sale of assets, subject to such terms and conditions as may be deemed appropriate.
          Upon the effective date of any consolidation pursuant to this section, the rights and obligations of the certified member bank, the continuing corporation and their respective depositors, debtors and creditors shall be governed by section 7.
          A certificate endorsed by the president and clerk, or 2 other duly authorized officers of the continuing corporation and the Depositors Insurance Fund or the Co-operative Central Bank on behalf of the certified member bank stating that each corporation, respectively, has complied with the requirements of this section, shall be submitted to the commissioner who, if approving such consolidation or sale of assets, shall endorse said approval upon such certificate and thereupon such consolidation or sale of assets shall become effective at the close of business on such date.
          At any time, and from time to time after the consolidation has become effective, copies of the certificate may be certified and issued by the commissioner and may be filed in the several registries of deeds and land court registry districts of the commonwealth and in any filing offices established under chapter 106. Such certification shall be conclusive evidence for all purposes of the succession by the continuing corporation to all rights and interests of the certified corporation.
          If the Deposit Insurance Fund of the Depositors Insurance Fund or the Share Insurance Fund of the Co-operative Central Bank ceases to insure the deposits or shares of a member bank and the commissioner determines that grounds exist to require the commissioner’s immediate assumption of possession and control of its assets under section 22 of chapter 167, the commissioner shall, upon assumption of possession and control of such member bank’s assets, have all powers granted in this section to the Deposit Insurance Fund or the Co-operative Central Bank to effect a consolidation or sale of assets on behalf of such corporation.
          For the purposes of this section, “member bank” shall mean a savings bank in the Depositors Insurance Fund and a co-operative bank in the Co-operative Central Bank.
          Section 6.  The commissioner shall not approve an application for a merger or consolidation pursuant to this chapter if the bank sought to be acquired has been in existence for less than 3 years or if, as a result of any such merger, the applicant would control more than 30 per cent of the total deposits, exclusive of foreign deposits, of all depository institutions in the commonwealth insured by the Federal Deposit Insurance Corporation, or any successor corporation thereto; provided, however, that either said age requirement or concentration limit, or both, may be waived by the commissioner if economic conditions warrant such waiver. For the purposes of this section, “foreign deposits” shall mean deposits received in a foreign country and deposits in Edge and Agreement subsidiaries and international banking facilities.
          Section 7.  For any consolidation or merger under the preceding sections, 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, 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; and
                 (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 sections 1.23 and 1.25 of chapter 156D, unless said articles specify a later effective date, in which event the consolidation or merger shall become effective upon such later date. Upon consolidation of any such institutions, as herein provided:
                       (A)  the corporate existence of all but 1 of the consolidating institutions shall be discontinued and consolidated into that of the remaining institution, which shall continue; provided, however, that all and singular the rights, privileges and franchises of each discontinuing institution and its right, title and interest to all property of whatever kind, whether real, personal or mixed, and things in action, and every right, privilege, interest or asset of conceivable value or benefit then existing which would inure to it under an unconsolidated existence, shall be deemed fully, finally and without any right of reversion transferred to or vested in the continuing institution, without further act or deed, and such continuing institution shall have and hold the same in its own right as fully as if the same was possessed and held by the discontinuing institution from which it was, by operation of the provisions hereof, transferred, and other provisions of law relative to limitations on the number of directors, corporators or trustees and on the investment of funds of such institutions shall not apply;
                       (B)  a discontinuing institution’s rights, obligations and relations to any shareholder, depositor, creditor, trustee or beneficiary of any trust or other person, as of the effective date of the consolidation, shall remain unimpaired, and the continuing institution shall, by the consolidation, succeed to all such relations, obligations and liabilities, as though it had itself assumed the relation or incurred the obligation or liability; and its liabilities and obligations to creditors existing for any cause whatsoever shall not be impaired by the consolidation; nor shall any obligation or liability of any shareholder or depositor in any such institution, continuing or discontinuing, which is party to the consolidation, be affected by any consolidation; provided, however, that such obligations and liabilities shall continue as fully and to the same extent as the same existed before the consolidation, and the provisions relative to the limitations on shares and deposits shall not apply;
                       (C)  a pending action or other judicial proceeding to which any of the consolidating institutions is a party shall not be deemed to have abated or to have discontinued by reason of the consolidation, but may be prosecuted to final judgment, order or decree in the same manner as if the consolidation has not been made; or the continuing institution may be substituted as a party to any such action or proceeding to which the discontinuing institution was a party and any judgment, order or decree may be rendered for or against the continuing institution that might have been rendered for or against such discontinuing institution if such consolidation had not occurred;
                       (D)  after such consolidation, a foreclosure of a mortgage begun by any discontinuing institution may be completed by the continuing institution and publication begun by the discontinuing institution may be continued in the name of the discontinuing institution and any certificate of possession, affidavit of sale or foreclosure deed relative to such foreclosure shall be executed by the proper officers on behalf of whichever of such institution actually took possession or made the sale, but any such instrument executed on behalf of the continuing institution shall recite that it is the successor of the discontinuing institution which commenced the foreclosure;
                       (E)  a new name may be adopted as the name of the continuing institution at the special meetings called as herein provided and it shall become the name of the continuing institution upon the approval of the consolidation, without further action under the laws of the commonwealth as to change or adoption of a new name on the part of the continuing institution; and
                       (F)  any consolidation may be approved and effected pursuant to this section, notwithstanding that the percentage which the aggregate value of the guaranty fund, surplus and other reserves, of any of the consolidating institutions, bears to its liabilities including share liabilities, exceeds such percentage of any of the other consolidating institutions and any consolidating institution having such an excess of percentage shall not be required to make any distribution to its shareholders or depositors.
       Section 8.  With the approval of the commissioner, any bank may advance or loan upon or purchase the whole or any part of the assets or stock of any bank, out-of-state bank, federally-chartered bank, thrift institution, limited purpose trust company, credit union or federally-chartered credit union including any state-chartered bank in possession of the commissioner pursuant to sections 22 to 36, inclusive, of chapter 167 and any state-chartered bank assisted by or in possession of its insurer and may participate in such an advance, loan or purchase with 1 or more banks so located. The request for such approval shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7. Such advance, loan or purchase may be made upon the terms and conditions approved by vote of at least 2/3 of the board of the bank and the applicable board of such other bank or federally chartered bank.
          Such bank or banks 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 deposit and other liabilities of any other bank, out-of-state bank, federally-chartered bank, thrift institution, limited purpose trust company, credit union or federally-chartered credit union upon such terms and conditions and subject to such adjustments as may be approved by the commissioner. In the event of such approval by the commissioner, other laws applicable to the investment of funds of a bank therein shall not apply.
          No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank, if applicable, have been made and notice thereof has been received by the commissioner.
          The commissioner may impose such conditions and restrictions as may be deemed necessary or advisable in respect to the deposit or other liabilities, as hereinbefore provided. In the case of any new bank formed for the purpose of purchasing any or all the assets and assuming any or all the liabilities of any bank in possession or assisted as aforesaid, the commissioner may impose such other and further conditions and restrictions concerning the business, investments and operations of such new bank as the commissioner may deem necessary or advisable. Section 8 of chapter 167J shall not prevent an officer, trustee or director of any other bank from serving as an officer, trustee or director of such new bank or of a bank or federally-chartered bank the assets and liabilities or stock of which shall have been purchased and assumed by a bank hereunder.
          Before all or substantially all of the assets or stock of any bank shall be sold, such action shall be approved by the voting body of the bank, out-of-state bank, federally-chartered bank, thrift institution, credit union or federally-chartered credit union at a special meeting called for that purpose; of the corporation proposing to sell its assets or stock by a 2/3 vote of the voting body present, qualified to vote and voting; of a mutual bank and by the voting body in a stock bank. Notice of such special meeting shall be given by the clerk in accordance with the provisions of applicable law.
          In deciding whether 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 public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, at a minimum, a showing of net new benefits. For the purpose of this section, “net new benefits” shall include 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 14 of chapter 167, and such other matters as the commissioner may deem necessary or advisable.
          Section 9.  Notwithstanding any general or special law to the contrary, a mutual bank, subject to approval of the commissioner, may convert to a stock bank.
          Any mutual bank which converts to a stock bank shall have all the powers and privileges of a savings bank or co-operative bank, as applicable.
          The commissioner shall have the authority to conduct a supervisory conversion of a mutual bank to stock form if the commissioner determines that upon liquidation of the mutual bank there would be no equity value realizable by the depositors of the mutual bank.
          The commissioner shall prescribe from time to time such rules and regulations as may be necessary or proper in carrying out this section.
          Section 10.  A credit union may convert to a mutual bank pursuant to section 80A of chapter 171. A federally-chartered credit union may convert to a mutual bank pursuant to the Federal Credit Union Act subject to the approval of the commissioner under such conditions as may be imposed by the commissioner and subsection (m) of section 80A of chapter 171.
          Section 11.  A mutual bank or stock bank, by vote of at least 2/3 of its voting body, at a meeting duly called for the purpose, preceded by a notice in writing sent to each member of the voting body and to the commissioner by mail at least 60 days before said meeting, may consolidate or merge into or convert into a federally-chartered bank or thrift institution in accordance with the laws of the United States and without the approval of any authority of the commonwealth.
          Section 12.  By any votes required under federal law and the filing of such documents as the commissioner shall prescribe and under such terms and conditions as  the commissioner may impose, a federally-chartered bank or thrift institution, upon approval by the commissioner, shall be converted into a bank chartered pursuant to chapter 168, 170 or 172, and shall not, in connection with or upon such conversion, be subject to the requirements of the General Laws with respect to the organization and commencement of business of such a bank; provided, however, that such conversion shall comply with the laws of the United States.
          Section 13.  A company having capital stock, which desires to acquire all the capital stock of any stock bank shall, together with such stock bank, submit, to the commissioner a written plan of acquisition of such stock. Such plan shall be in a form satisfactory to the commissioner, shall specify the stock bank, the stock of which is to be acquired by the company, shall prescribe the terms and conditions of the acquisition and the mode of carrying it into effect, including the manner of exchanging the shares of the corporation for shares or other securities of the company. Any such plan may provide for the payment of cash in lieu of the issuance of fractional shares of the company. At the time of submitting said written plan of acquisition, an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, shall be paid to the commissioner of banks by the company.
          There shall also be submitted with said plan of acquisition of stock, a certificate of any officer or duly authorized representative, certifying that such plan has been approved by the board of directors or other governing body of the company by a majority vote of all the members thereof, and a certificate of any officer or duly authorized representative of each stock bank, the acquisition of all the capital stock of which is provided for, certifying that such plan has been approved by the board of directors of such corporation by a majority vote of all the members thereof, and that such plan was thereafter submitted to the stockholders of such stock bank at a meeting thereof held upon notice of at least 15 days, specifying the time, place and object of such meeting and addressed to each stockholder at the address appearing upon the books of the corporation and that such plan has been approved at such meeting by the vote of stockholders owning at least 2/3 of the stock of such corporation.
          The commissioner shall examine the plan of acquisition of stock so submitted, and after making such investigation thereof as the commissioner deems appropriate, the commissioner shall, within 60 days after receipt thereof approve or disapprove such plan of acquisition in case such company is not, and would not upon the effectiveness of such plan become, a bank holding company. In approving any such plan, the commissioner may attach such conditions thereto as the commissioner deems advisable.
          If the commissioner finds that competition among banking institutions will not be unreasonably affected and that public convenience and advantage will be promoted, the commissioner shall approve such plan of acquisition and shall endorse the approval thereon and a copy of the plan bearing such endorsement shall be filed within 30 days thereafter in the office of the commissioner. Upon such filing, the plan, and the acquisition provided for therein, shall become effective, unless a later date is specified in the plan, in which event the plan and such acquisition shall become effective upon such later date.
          A stockholder of any such corporation which shall have approved such plan of acquisition, who objects to such action, in the manner provided in sections 13.21 and 13.23 of chapter 156D, shall be entitled, if such plan shall have become effective, to demand payment for the stockholder’s stock from such corporation and an appraisal thereof in accordance with sections 13.01 and 13.03 to 13.31, inclusive, of chapter 156D, which provisions, as modified for the purposes of this paragraph by the provisions hereof, are hereby made applicable in all such cases, and such stockholder and such corporation shall have the rights and duties and follow the procedure set forth in said sections.
          Any stock bank shall have the power to organize a company for the purposes contemplated by this section; and in connection with such organization and the development of a plan of acquisition, any such corporation may incur organization and other expenses in such amounts, in the aggregate, not exceeding 2 per cent of its capital stock, surplus account and undivided profits as the commissioner may approve.
          Any such company shall engage directly or indirectly only in such activities as are now or may hereafter be proper activities for bank holding companies registered under the federal Bank Holding Company Act of 1956, including, without limiting the generality of the foregoing, the issuance and sale of commercial paper and acquiring, managing or controlling a bank, a federally-chartered bank or an out-of-state bank.
          Section 14 shall not apply to an acquisition under this section. A company that acquires any such corporation under this section shall be deemed a bank holding company subject to section 5 of chapter 167A. For the purposes of this section, “company” shall have the same meaning as defined in paragraph (c) of section 1 of chapter 167A.
          Section 14.  No person, acting directly or indirectly or through or in concert with 1 or more other persons, shall acquire control of any stock bank, through a purchase, assignment, transfer, pledge or other disposition of voting stock of such bank unless the commissioner has been given 60 days prior written notice of such proposed acquisition and within said 60 days the commissioner has not issued a notice disapproving the proposed acquisition or extending for up to another 30 days the period during which such a disapproval may issue. The period for disapproval may be further extended if the commissioner determines that the acquiring party has not furnished all the material required hereinafter for a notice of proposed acquisition or that in the commissioner’s judgment any material information submitted is substantially inaccurate. An acquisition may be made prior to expiration of the disapproval period if the commissioner issues written notice of the commissioner’s intent not to disapprove the action. A notice of proposed acquisition filed pursuant to this section shall contain the following information:
                 (1)  the identity, personal history, business background and experience of each person by whom or on whose behalf the acquisition is to be made, including the individual’s material business activities and affiliations during the past 5 years, and a description of any material pending legal or administrative proceedings in which the individual is a party and any criminal indictment or conviction of such person by a state or federal court;
                 (2)  a statement of the assets and liabilities of each person by whom or on whose behalf the acquisition is to be made, as of the end of the fiscal year for each of the 5 fiscal years immediately preceding the date of the notice, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than 90 days prior to the date of the filing of the notice;
                 (3)  the terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made;
                 (4)  the identity, source and amount of the funds or other consideration used or to be used in making the acquisition, and if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description of the transaction, the names of the parties, and any arrangements, agreements or understandings with such persons;
                 (5)  any plans or proposals which any acquiring party making the acquisition may have to liquidate the stock bank, to sell its assets or merge it with any company or to make any other major change in its business or corporate structure or management;
                 (6)  the identification of any person employed, retained or to be compensated by the acquiring party, or by any person on the acquiring party’s behalf, to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition and a brief description of the terms of such employment, retainer or arrangement for compensation;
                 (7)  copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition; and
                 (8)  any additional relevant information and in such form as the commissioner may require by specific request in connection with any particular notice.
          The commissioner may disapprove any proposed acquisition if: (1) the proposed acquisition of control would result in a monopoly; (2) the effect of the proposed acquisition of control may be to substantially lessen competition or to tend to create a monopoly or the proposed acquisition of control would in any other manner be in restraint of trade and the anti-competitive effects of the proposed acquisition of control are not clearly outweighed in the public interest by the probable effect of the transaction in meeting the convenience and needs of the community to be served; (3) the financial condition of any acquiring person is such as might jeopardize the financial stability of the stock bank or prejudice the interests of the depositors of such bank; (4) the competence, experience or integrity of any acquiring person or of any of the proposed management personnel indicates that it would not be in the interest of the depositors of such bank or in the interest of the public to permit such person to control the stock bank; or (5) any acquiring person neglects, fails or refuses to furnish all the information required by the commissioner. Any disapproval shall be in writing to the acquiring party and shall include a statement of the basis for such disapproval. Within 10 days of the receipt of a notice of disapproval the acquiring party may request a hearing to be held by the commissioner or a designee. Such hearing shall be held pursuant to chapter 30A and regulations issued thereunder.
          For the purposes of this section, “person” shall mean an individual or a corporation, partnership, trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other form of entity not specifically listed herein and “control” shall mean the power, directly or indirectly, to direct the management or policies of any such corporation or to vote 25 per cent or more of any class of voting securities of any such corporation.
          This section shall not alter or amend the authorities of the commissioner or the board of bank incorporation set out in any other sections of law.
          Whoever violates this section shall be punished by a fine of not more than $500 or by imprisonment for not more than 6 months, or both such fine and imprisonment.
          Section 15.  Subject to the written approval of the commissioner, a bank may be dissolved and liquidate its affairs if authorized by a vote passed, at a meeting specially called to consider the subject, by at least 2/3 of the voting body of the bank. A committee of 3 members shall thereupon be elected, and, under such regulations as may be prescribed by the commissioner, shall liquidate the assets and after satisfying all debts of the bank shall distribute the remaining proceeds among those entitled thereto in proportion to their respective interests therein.
          For the purposes of this section, “members” shall mean trustees in a savings bank in mutual form; shareholders in a co-operative bank in mutual form and stockholders in a bank in stock form.
          Section 16.  (a) Upon a merger or a consolidation by a savings bank with and into a bank, a federally-chartered bank or an out-of-state bank, other than a savings bank, such savings bank, in this section referred to as a former member bank, shall cease to be a member bank in the Depositors Insurance Fund. Notwithstanding any general or special law to the contrary, upon any such merger or consolidation, such savings bank shall not succeed to or acquire any rights including, but not limited to, rights to dividends or to the proceeds of any distribution in complete or partial dissolution or liquidation, in the Depositors Insurance Fund or in its Liquidity Fund or Deposit Insurance Fund.
          A savings bank shall send a notice in writing by registered mail to the Depositors Insurance Fund at least 60 days before the meeting of the corporators or stockholders, as applicable, to vote on the merger or consolidation with and into a bank, a federally-chartered bank or an out-of-state bank, other than a savings bank.
          (b)  Upon the acceptance by a savings bank of a federal charter it shall cease to be a member bank in the Depositors Insurance Fund. Notwithstanding any general or special law to the contrary, following its acceptance of a federal charter such corporation shall not retain, succeed to or acquire any rights including, but not limited to, rights to dividends or to the proceeds of any distribution in complete or partial dissolution or liquidation, in the Depositors Insurance Fund or in its Liquidity Fund or Deposit Insurance Fund, except to the extent specifically provided in this paragraph. In the event that such corporation shall, subsequent to its acceptance of a federal charter, (i) convert to a Massachusetts-chartered savings bank and become a member of the Depositors Insurance Fund or (ii) become a federal member of the Depositors Insurance Fund, such corporation shall, for so long as it shall remain a member or federal member bank of the Depositors Insurance Fund, participate in any dividends paid pursuant to section 3 of chapter 43 of the acts of 1934 and in any distributions made pursuant to section 10 of said chapter 43, and in any dividends paid and any withdrawals or returns of deposits authorized pursuant to section 4 of chapter 44 of the acts of 1932, in each case based upon the retained amounts paid in by such corporation to the Deposit Insurance Fund and the Liquidity Fund, respectively, without regard to whether such amounts were paid before or after acceptance of a federal charter, or upon the unexpended portion thereof, in the same manner and to the same extent as it would have been entitled to participate if such corporation had not accepted a federal charter.
          Upon the conversion of any such corporation into a federal charter, the corporate existence of such bank shall not terminate, provided, however, that such federally-chartered bank shall be deemed to be a continuation of the entity of the savings bank so converted and all property of the converted savings bank, including its rights, titles and interests in and to all property, whether real, personal or mixed, and things in action and every right, privilege, interest and asset of any conceivable value or benefit then existing, or pertaining to it or which would inure to it, shall immediately, by act of law and without any conveyance or transfer and without any further act or deed, remain and be vested in and continue and be the property of such federally-chartered bank into which the savings bank has converted itself and such federal bank shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the converting savings bank, and such federal bank as of the time of the taking effect of such conversion shall continue to have and succeed to all the rights, obligations and relations of the converting savings bank. All pending actions and other judicial proceedings to which the converting savings bank is a party shall not be deemed to have been abated or to have been discontinued by reason of such conversion, but may be prosecuted to final judgment, order or decree in the same manner as if such conversion into such federal bank had not been made and such federal bank resulting from such conversion may continue such action in its corporate name as a federal bank, and any judgment, order or decree may be rendered for or against it, which might have been rendered for or against the converting savings bank theretofore involved in such judicial proceedings.
          The predecessor corporation or the succeeding association shall pay to said Deposit Insurance Fund or make provision for payment thereto of a sum equal to 3 annual assessments, at the percentage rate in effect at the time the predecessor corporation ceased to be a member bank and computed on the basis of its deposits as shown by its last annual report to the commissioner preceding such conversion or, at its option or at the option of the succeeding association, as shown by the records of the predecessor corporation on the effective date of conversion. Until such sum shall have been paid in full, payments on account thereof shall be made annually or more often by the predecessor corporation or the succeeding association; provided, that not less than 1/3 of such sum shall be paid annually. If any such 1/3 shall not be so paid or if, at the end of 3 years from the time the predecessor corporation ceased to be a member bank such sum shall not have been paid in full, the entire balance thereof may be recovered by the Fund, together with interest thereon, in any manner provided by law for the collection of debts. The predecessor corporation or the succeeding association may authorize the deduction of such sum in whole or in part, from the amount, if any, of the portions of said other assessments to which the succeeding association may be entitled as hereinbefore provided. If, however, by federal law or regulation, a federal bank converting to a savings bank, is required to pay to the Federal Deposit Insurance Corporation a sum equal to annual premiums or assessments for other than a period of 3 years, then the number of annual assessments payable to said share insurance fund under this section shall be for the same number of years as is so required.
          Any such corporation which accepts or has accepted a federal charter after January 1, 1983 may apply to the Depositors Insurance Fund for insurance coverage of its deposits in excess of the amount insured by a federal deposit insurance agency, hereinafter referred to as “excess insurance”, in accordance with the requirements of chapter 44 of the acts of 1932 and chapter 43 of the acts of 1934; provided, however, that no such corporation shall apply for such excess insurance unless such corporation shall have capital and surplus if a stock institution or surplus if a mutual institution, less any intangible asset value, equal to or greater than 6 per cent of total assets. The Depositors Insurance Fund shall not accept for excess insurance coverage any such corporation which fails to meet the requirements specified above or the requirements set forth in section 19 of said chapter 43. For purposes of this section, “federal deposit insurance agency” shall mean Federal Deposit Insurance Corporation or any successor to such corporation.
          The commissioner may establish the procedure to be followed by a federally-chartered bank converting into a savings bank; provided, however, that no such conversion shall become effective unless approved in writing by the commissioner; and provided, further, that the commissioner shall not grant such approval until the commissioner has received notice from the Depositors Insurance Fund that arrangements satisfactory to it have been made for such conversion.
          (c)  Upon the conversion of a federally-chartered bank authorized to conduct business in the commonwealth the corporate existence of such association or bank shall not terminate, provided, however, that the state-chartered savings bank shall be deemed to be a continuation of the entity of the association or bank so converted and all property of the converted association or bank including its rights, titles and interests in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset of any conceivable value or benefit then existing, or pertaining to it, or which would inure to it, shall immediately by act of law and without any conveyance or transfer and without any further act or deed remain and be vested in and continue and be the property of such savings bank into which the federal bank has converted itself, and such savings bank shall have, hold and enjoy the same in its own right as fully and to the extent as the same was possessed, held and enjoyed by the converting association or bank and such savings bank as of the time of the taking effect of such conversion shall continue to have and succeed to all the rights, obligations and relations of the converting association or bank. All pending actions and other judicial proceedings to which the converting federal bank is a party shall not be deemed to have been abated or to have been discontinued by reasons of such conversion, but may be prosecuted to final judgment, order or decree in the same manner as if such conversion into such savings bank had not been made and such savings bank resulting from such conversion may continue such action in its corporate name as a savings bank, and any judgment, order or decree may be rendered for or against it, which might have been rendered for or against such converting federal association or bank theretofore involved in such judicial proceedings.
          Upon the completion of the conversion of a federal bank into a savings bank pursuant to this chapter, the savings bank shall become a member of the Depositors Insurance Fund, hereinafter called the fund, and of the Deposit Insurance Fund thereof. Before such succeeding corporation shall commence business as a savings bank, it shall pay into the Liquidity Fund of the fund, an amount equal to the deposit required of a member bank thereof a similar size, as of the date of said certificate, plus such additional amount based upon the surplus of said reserve fund, as the directors of the fund, with the approval of the commissioner, shall determine to be equitable. In addition to the payment to said reserve fund, the succeeding corporation shall pay to the Deposit Insurance Fund such proportion of the current and annual assessment as shall have accrued to the date of said certificate.
          After compliance with the foregoing requirements, the succeeding corporation shall be entitled to exercise all of the rights and privileges and shall be subject to all of its duties and obligations of a savings bank and shall conduct its business subject to this chapter and other applicable laws; provided, however, that, with the approval of the commissioner, the succeeding corporation shall have reasonable time after the effective date of the conversion within which to comply with any particular laws not hereinbefore specifically provided for and which it shall be unable to comply with on or before said date.
          Section 17.  (a) Upon a proposal to merge or consolidate a co-operative bank with and into a bank, other than a co-operative bank, a federally-chartered bank or an out-of-state bank or conversion to a federal charter such co-operative bank shall send a notice in writing by registered mail to the Co-operative Central Bank, hereinafter call the central bank, established by chapter 45 of the acts of 1932, at least 60 days before the meeting of the directors to vote on the merger, consolidation or conversion.
          (b)  Upon the acceptance by a co-operative bank of a federal charter and after the commissioner has received from the state secretary a certificate that such co-operative bank, hereinafter referred to as the predecessor corporation, has been duly recorded for dissolution, paragraphs 1 to 3, inclusive, shall apply.
                 (1)  The central bank shall pay to said succeeding association from the fund representing deposits of member banks made pursuant to  chapter 45 of the acts of 1932, hereinafter called the reserve fund, an amount equal to not more than the aggregate of all deposits made by the predecessor corporation held in said reserve fund on the effective date of the conversion, less all indebtedness of such corporation to the central bank; provided, however, that no part of the income, surplus, undivided profits or other reserves held by the central bank in said reserve fund shall be so paid.
                 (2)  All amounts required to be paid by the predecessor corporation while a member bank to the Share Insurance Fund of the central bank, pursuant to section 1 of chapter 73, including the income, surplus, undivided profits and other reserves of the Share Insurance Fund, shall be retained by the central bank as a charge for insurance of the shares of such corporation while a member of said Share Insurance Fund. Such corporation shall participate in any distributions authorized and made pursuant to section 9 of chapter 73 of the acts of 1934; provided, however, that the aggregate amount of such distributions shall be limited to an amount equal to the amount the corporation would have received had the Share Insurance Fund been liquidated at the time such corporation accepted its federal charter. Thereafter the succeeding bank shall be entitled to receive from the central bank the portions, if any, of such other assessments not so paid or required as shall be determined by the central bank with the approval of the commissioner and such determination shall be final and conclusive upon the central bank, the predecessor corporation and the succeeding bank and all other persons then or thereafter interested; provided, however, that the supreme judicial court shall have jurisdiction to review and to confirm or modify such determination upon the petition of the predecessor corporation or the succeeding bank filed within 10 days after receipt thereby of notice of such determination. The central bank, in its discretion and subject to the approval of the commissioner, may make disposition of such other assessments, at any time after such conversion is completed, by adjustment pursuant to an agreement with the predecessor corporation or the succeeding bank and may pay thereto such amount as may be so agreed upon.
                 (3)  The predecessor corporation or the succeeding bank shall, subject to the last sentence of this paragraph, pay to said Share Insurance Fund or make provision for payment thereto of a sum equal to 3 annual assessments, referred to in section 1 of chapter 73 at the percentage rate in effect at the time the predecessor corporation ceased to be a member bank and computed on the basis of its share liabilities and notes payable as shown by its last annual report to the commissioner preceding such conversion or, at its option or at the option of the succeeding associations, as shown by the records of the predecessor corporation on the effective date of conversion. Until such sum shall have been paid in full, payments on account thereof shall be made annually or more often by the predecessor corporation or the succeeding bank; provided, however, that not less than 1/3 of such sum shall be paid annually. If any such 1/3 shall not be so paid or if, at the end of 3 years from the time the predecessor corporation ceased to be a member bank such sum shall not have been paid in full, the entire balance thereof may be incurred by the central bank, together with interest thereon, in any manner provided by law for the collection of debts. The predecessor corporation or the succeeding bank may authorize the deduction of such sum in whole or in part, from the amount, if any, of the portions of said other assessments to which the succeeding bank may be entitled as hereinbefore provided. If, however, by federal law or regulation a federal bank converting therefrom to a co-operative bank, is required to pay to the federal deposit insurance corporation a sum equal to annual premiums or assessments for other than a period of 3 years, then the number of annual assessments payable to said share insurance fund under this section shall be for the same number of years as is so required.
          (c)  The commissioner may establish the procedure to be followed by a federal bank or federal thrift converting into a co-operative bank; provided, however, that no such conversion shall become effective unless approved in writing by the commissioner. The commissioner shall not grant such approval until the commissioner has received notice from the Share Insurance Fund of the central bank that arrangements satisfactory to it have been made for such conversion.
          If an application for conversion is approved by the commissioner as above provided, such federal bank or federal thrift shall cause to be filed with the state secretary the name, residence and post office address of each of the officers and directors of such federal bank or federal thrift, a copy of its proposed by-laws amended to conform with the requirements of section 7 and such other information as said secretary may require.
          After approval of such conversion by the commissioner, and receipt by the commissioner of satisfactory evidence that all federal laws and regulations relative to such conversion have been or will be duly complied with, the commissioner shall cause to be filed with the state secretary a certificate of the commissioner’s approval. After receipt of such certificate by the state secretary, if the state secretary finds that the requirements of this section have been satisfactorily complied with, the state secretary shall so certify and upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance under section 3B of chapter 7, the state secretary shall issue to said officers and directors in such form as the state secretary may prescribe, a certificate of incorporation as a co-operative bank.
          Simultaneously with the receipt of such certificate, such bank, hereinafter referred to as the succeeding corporation, shall become a member of the central bank and of the Share Insurance Fund. Before such succeeding corporation shall commence business as a co-operative bank, it shall pay into the reserve fund of the central bank, established under chapter 45 of the acts of 1932, an amount equal to the deposit required of a member bank thereof of similar size, as of the date of said certificate, plus such additional amount based upon the surplus of said reserve fund, as the directors of the central bank, with the approval of the commissioner, shall determine to be equitable.
          In addition to the payment to said reserve fund, the succeeding corporation shall pay to said Share Insurance Fund or make provision for payment thereto of such a sum as the directors of the central bank, with the approval of the commissioner, shall determine to be equitable; provided, that the succeeding corporation shall pay to said Share Insurance Fund such proportion of any current annual assessment as shall have accrued to the date of said certificate.
          After compliance with the foregoing requirements, the succeeding corporation shall be entitled to exercise all of the rights and privileges and shall be subject to all of the duties and obligations of a co-operative bank and shall conduct its business subject to this chapter and other applicable laws; provided, that with the approval of the commissioner, the succeeding corporation shall have reasonable time after the effective date of the conversion within which to comply with any particular laws not hereinbefore specifically provided for and which it shall be unable to comply with on or before said date.
          Section 18.  Notwithstanding any general or special law to the contrary, the commissioner may, subject to such terms and conditions as the commissioner may impose, grant a certificate to establish an interim bank, which may be a savings bank, co-operative bank or a trust company, owned by a bank holding company or a banking institution, as defined in section 1 of chapter 167A, or a mutual holding company, as defined in section 1 of chapter 167H, for the sole purpose of facilitating a multi-step corporate transaction involving a bank, as defined in section 1 of chapter 167; provided, however, that the interim bank under this chapter, chapter 167A, 167H, 167I or any other chapter shall not receive deposits or otherwise carry on a banking business under the laws of the commonwealth.

          CHAPTER 167J.
          CORPORATE GOVERNANCE PROVISIONS AND REQUIREMENTS

          Section 1.  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Bank”, an association or corporation chartered by the commonwealth under chapter 167H, 168, 170 or 172.
          “Board”, the board of trustees or directors in a bank.
          “Capital stock”, the sum of the par value of the preferred and common shares of capital stock of a stock corporation, issued and outstanding.
          “Commissioner”, the commissioner of banks.
          “Mutual bank”, an association or corporation chartered by the commonwealth under chapter 168 or 170 which is in mutual form.
          “Stock corporation”, a savings bank under chapter 168, a co-operative bank under chapter 170, which has been chartered, converted or reorganized to a stockholder form of corporation or a trust company under chapter 172.
          “Surplus account”, an account so designated on the books of a bank and consisting of amounts required by law.
          Section 2.  Officers and employees of a bank shall be bonded to the extent and in the form determined by the board.
          Section 3.  In addition to the duties imposed by law upon the treasurer of a bank, or the officer or employee thereof charged with the duties and functions usually performed by the treasurer, such officer shall also be responsible for the performance of all acts and duties required of such corporation by chapters 167, 167A to 167J, inclusive, 168, 170, 172 and other laws as such provisions are applicable to such officer or to such bank except in so far as such performance has been expressly imposed on some other officer or employee of such bank by its regulations or by-laws or by provision of law.
          Section 4.  Any officer, trustee, director, agent or employee of any bank, who knowingly and willfully does any act forbidden to the individual or to such bank by chapters 167, 167A to 167J, inclusive, 168, 170, 172, and other laws as such provisions are applicable to such officer or to such bank, or who knowingly and willfully aids or abets the doing of any act so forbidden to such bank or to any other officer, director, agent or employee thereof, or who knowingly and willfully fails to do any act required of the individual by any such provision, or who knowingly and willfully fails to do any act which is required of such bank by any such provision the performance of which is imposed on the individual by the by-laws or regulations of the bank or by law or the responsibility for the non-performance of which is placed upon the individual by law shall, if no other penalty against the individual is specifically provided as a result of the individual’s capacity, be punished by a fine of not more than $1,000 or by imprisonment for not more than 1 year, or both.
          Section 5.  No officer, director, trustee, employee or attorney of such corporation shall be a beneficiary of or receive, directly or indirectly, any fee, commission, gift or other consideration for or in connection with any business of such corporation. This section shall not prohibit any such officer, director, trustee, employee or attorney from receiving interest on a deposit made by such person or the usual salary or fee as such director or trustee or a reasonable fee for services rendered to such corporation or from borrowing from such corporation in accordance with law, or from sharing in commissions, profits or other benefits derived by any firm, association or corporation, in which the person is interested, arising out of any transaction with said corporation if such transaction is made in the regular course of business upon terms as favorable to the corporation as those offered to other persons. The commissioner may require a full disclosure to be made on such forms as may be prescribed by regulations or otherwise by the commissioner, of all commissions, profits or other benefits realized in any such transaction.
          Section 6.  Whoever violates section 5 or section 10 shall be punished by a fine of not more than $5,000 or by imprisonment for not more than 1 year, or both such fine and imprisonment.
          Section 7.  A bank may pay interest on deposit accounts in accordance with applicable law. Rates of interest may vary based on the type of account or on the terms and conditions applicable to the account. Such corporation by its by-laws, may provide that fractional parts of a dollar shall not be included in principal in computing interest and may provide that interest shall not be paid on deposits of less than $10.
          Section 8.  A trustee, a director or other officer of bank may at the same time be a director, trustee or other officer of a savings bank, co-operative bank or credit union, state or federally chartered savings and loan association, trust company or national banking association if, in such case, there is in force a permit therefor issued by the commissioner in writing with the reasons thereon stating why the public interest warrants its issuance, after reasonable notice and an opportunity to be heard, who may issue such permit if, in the commissioner’s judgment, it is not incompatible with the public interest, and to revoke any such permit whenever the commissioner finds, after reasonable notice and opportunity to be heard, that the public interest warrants its revocation, except that this section shall not apply to any director or other officer who held such position at the incorporation of said trust company. Any person serving as a director, trustee or other officer of a bank that does not make real estate mortgage loans and does not accept savings deposits from natural persons, may at the same time serve as a director, corporator, trustee or other officer of a savings bank, co-operative bank, trust company, state or federally chartered savings and loan association, or national banking association.
          Notwithstanding this section, a director, officer or employee of a bank may at the same time be a director, officer or employee of a banking institution if such bank and banking institution are affiliates of the same bank or mutual holding company. For the purposes of this section, the terms “banking institution” and “affiliate” shall have the same meanings as set forth in section 1 of chapter 167A.
          Section 9.  Each bank shall, annually, within 30 days after the last business day of December, make a report to the commissioner in such form as the commissioner may prescribe showing accurately its condition at the close of business on that day and containing such other information as the commissioner may require. A statement of condition of a bank shall be available for examination for reasonable purposes by stockholders or their authorized agents at the principal office during business hours.
          Each such corporation shall prepare a balance sheet, in accordance with generally accepted accounting principles, which presents fairly its condition as of the last business day of its fiscal year. A copy of a statement of condition shall be made available to a depositor upon request.
          Section 10.  An officer, director or trustee of a bank, except as provided in this section, shall not borrow from or otherwise become indebted to the bank of which the individual is an officer, director or trustee and a bank, except as provided in this section, shall not make a loan or extend credit in any other manner to any of its officers, directors or trustees.  An officer, director or trustee of a bank may borrow and a bank may make a loan or extend credit to its officers, directors or trustees subject to the terms and conditions set forth in clause (6) of section 2I of chapter 167.
          Section 11.  Not less frequently than quarterly, the treasurer or other officer or committee designated by the board shall submit to a meeting of the board, or to a meeting of a committee, if the receipt of the reports has been delegated by the board to that committee, a written report, over signature of the treasurer, for the period running from the closing date of the last report to a date not more than 18 days before the date of the meeting at which the report is submitted. The report shall be filed with the records of the meeting and shall be retained for a period of 6 years from the date of the meeting. The report shall provide a summary of the transactions and other information requested by the board.
          Section 12.  At least once during each 12 months following their elections and more often if required by the commissioner, the auditing committee of a mutual bank shall have an audit made of the balance sheet of the bank and such other financial statements as it may prescribe.
          The audit shall be made by an independent certified public accountant in accordance with generally accepted auditing standards and in such other form and manner at such time within said 12 months as the auditing committee may prescribe. Within 30 days after its election, the auditing committee shall appoint an accountant. 
          The accountant shall report in writing to the auditing committee the results of the audit. At the next meeting of the trustees or directors of the mutual institution thereafter, the auditing committee shall render a report, which shall be read and signed by the committee, stating the nature, extent and results of the audit and whether it accepts the accountant’s report.
          The auditing committee shall file with the commissioner a copy of the accountant’s report within 30 days after its receipt and maintain another copy with the records of the bank. If the auditing committee fails to have an audit as herein provided, the commissioner shall have an audit made by an independent certified public accountant in such form and manner as the commissioner may prescribe and the expense shall be paid by the bank.
          Section 13.  A bank shall maintain capital and surplus if a stock corporation or a surplus account if a mutual institution necessary to be deemed, at a minimum, adequately capitalized as determined by the federal deposit insurance agency which insures the deposits of the bank or, if applicable, by the commissioner.
          Section 14.  The capital stock of a stock corporation shall be subject to the following provisions:
          (A)  Classes. — The capital stock of such corporation may consist of common stock and 1 or more classes of preferred stock. The issuance of any such capital stock shall require the prior approval of the commissioner and shall be subject to such conditions as the commissioner may impose.
          (B)  Preferred Stock. — The preferred stock may contain such provisions relative to preferences, voting powers, retirement, dividend and conversion rights and participation in control and management as the by-laws and articles of organization may, with the approval of the commissioner, provide; provided, however, that the holders thereof shall not be held individually responsible as such holders for any debts, contracts or engagements of such corporation and shall not be liable for assessments to restore impairments in its capital. In case dividends on the preferred stock are to be cumulative, no dividends shall be declared or paid on common stock until all such cumulative dividends shall have been paid in full and all requirements of any retirement fund shall have been met; and if such corporation is placed in voluntary liquidation, or a conservator is appointed therefor, or possession of its property and business has been taken by the commissioner, no payments shall be made to the holders of the common stock until the holders of the preferred stock shall have been paid in full such amounts as may, with the approval of the commissioner, be provided in the articles of organization or amendments thereof, not in excess of the purchase price or other consideration received by the corporation for such preferred stock, plus all accumulated unpaid dividends.
          (C)  Issue. — No stock specified in the agreement of association shall be issued until the par value and pro rata portion of surplus account and undivided profits account shall be paid in full in cash. No additional stock shall be issued until the par value thereof is paid in full in cash or such other consideration as shall be approved by the commissioner or is in its possession as surplus account; provided, however, that no stock shall be issued against the surplus account unless, after such issue, the surplus account shall amount to at least 50 per cent of the total capital stock.
          (D)  Increase or Reduction. — Any such corporation may, subject to the approval of the commissioner, increase or reduce its capital stock in the manner provided by section 10.03 of chapter 156D; provided, however, that the capital stock shall not be reduced to less than the minimum amounts set forth by law; and provided, further, that, in the case of reorganization of any such corporation in possession of the commissioner under section 22 of chapter 167 or in possession of a conservator under chapter 167, the capital stock outstanding at the time of possession taken by the commissioner or conservator may be cancelled in whole or in part or other disposition thereof made in accordance with any plan of reorganization approved by the commissioner and the supreme judicial court.
          (E)  Change of Par Value. — Any such stock corporation may change the par value of its shares in the manner provided by section 10.03 of chapter 156D.
          (F)  Rights and Options. — The terms and conditions of any rights or options issued by any such stock corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt or holding of such rights or options by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation, or any transferees of any such persons, or that preclude or limit such actions based on such other factors, including the nature or identity of such persons, as the directors determine to be reasonable and in the best interests of the corporation. Nothing contained in this section shall affect the duties or standard of care of a director. The issuance of any shares of the capital stock of the corporation upon the exercise of any such options or rights shall require the prior approval of the commissioner and shall be subject to such conditions as the commissioner may impose.
          Section 15.  The registrar, transfer agent or other officer or agent of any such stock corporation having charge of its stockholders’ records or ledger shall, within 10 days after recording thereon any transfer of stock of the corporation which makes the transferee the owner of record of 10 per cent or more of the outstanding stock with voting power, report such transfer to the commissioner. Any agent or broker holding 10 per cent or more of such stock for the benefit of 1 or more persons shall, upon written request of the commissioner, report to the commissioner the names of such persons. Whoever violates this section shall be punished by a fine of not more than $500 or by imprisonment for not more than 6 months, or both.
          Section 16.  The directors may fix in advance a time, which, unless a shorter period is provided in the by-laws, shall be not more than 60 days before the date of any meeting of the stockholders or the date for the payment of any dividend or the making of any distribution to stockholders or the last day on which the consent or dissent of stockholders may be effectively expressed for any purpose, as the record date for determining the stockholders having the right to notice of and to vote at such meeting and any adjournment thereof or the right to receive such dividend or distribution or the right to give such consent or dissent, and in such case only stockholders of record on such record date shall have such right, notwithstanding any transfer of stock on the books of the bank after the record date; or without fixing such record date the directors may for any of such purposes close the transfer books for all or any part of such period.
          Section 17.  The board of directors may declare from net profits cash dividends annually, semi-annually or quarterly, but not more frequently, and noncash dividends at any time. No dividends shall be declared, credited or paid so long as there is any impairment of capital stock. No stock corporation having outstanding preferred stock shall, except as otherwise authorized by the commissioner, declare dividends upon common stock for any period other than a period for which dividends are declared upon preferred stock.
          The approval of the commissioner shall be required if the total of all dividends declared by a stock corporation in any calendar year shall exceed the total of its net profits for that year combined with its retained net profits of the preceding 2 years, less any required transfer to surplus or a fund for the retirement of any preferred stock.
          For the purposes of this section, the words “net profits” shall mean the remainder of all earnings from current operations plus actual recoveries on loans and investments and other assets after deducting from the total thereof all current operating expenses, actual losses, accrued dividends on preferred stock, if any, and all federal and state taxes.
          Section 18.  Such stock corporation may grant options to purchase, issue and sell shares of its capital stock to its directors, officers and employees, or to a trustee on their behalf, without first offering the same to its shareholders, for such consideration, not less than par value, and upon such terms and conditions as shall be approved by its board of directors, by the holders of a majority of the stock entitled to vote with respect thereto and by the commissioner. In the absence of fraud, the sufficiency of consideration as so approved shall be conclusively presumed.
          Section 19.  Such corporation may establish stock purchase plans, restricted stock purchase plans and stock grant plans for employees, officers and directors thereof, whether such director is an employee or non-employee of the corporation. Any such plan shall be subject to such terms and conditions as shall be approved by the board of directors of the bank, by the holders of a majority of the stock thereof entitled to vote with respect thereto and by the commissioner. In the absence of fraud, the sufficiency of consideration as so approved shall be conclusively presumed. Notwithstanding paragraph (C) of section 14, stock may be issued for intangible property or services if permitted by the plan approved as provided in this section, without the approval of the specific form of such non-cash consideration by the commissioner.
          Section 20.  (a) A stock company may, subject to the approval of the commissioner and upon vote of the holders of at least 2/3 of each class of its capital stock at an annual meeting or a special meeting duly called for the purpose, preceded in either case by a notice in writing sent to each stockholder of record by registered mail at least 10 days before said meeting, issue and sell its capital notes or debentures of any maturity. The indebtedness evidenced by any such capital notes or debentures, including the principal thereof and premium, if any, and interest thereon, shall be subordinate to the claims of depositors and other creditors of such corporation, except claims in respect of other capital notes or debentures of such corporation at least equally subordinated, in accordance with such provisions for subordination as shall be approved by the commissioner and such subordination shall be specifically enforceable by any interested person, including the commissioner or any conservator appointed by the commissioner whenever possession of the property and business of such corporation shall have been taken by the commissioner or such conservator. Any such issue of capital notes or debentures may contain such other provisions as the commissioner may approve, including a provision for conversion rights. The commissioner may, by regulation, provide that any such capital notes or debentures shall to the extent set forth in such regulation be treated as part of the capital funds of the issuing stock corporation for the purposes of this chapter.
          (b)  Nothing in subsection (a) shall be construed as limiting the power of any such corporation to borrow money otherwise than through the issuance and sale of such capital notes or debentures; provided, that no such corporation shall engage in the business of issuing and selling to depositors, customers or others its unsecured promissory notes except in accordance with such regulations as the commissioner may adopt as to the conduct of such business or, in the absence of such regulations, with the prior approval of the commissioner. Any regulations adopted by the commissioner in accordance with this subsection may impose limitations on the aggregate amount of such promissory notes at any time outstanding, and the interest cost thereof, and may further require that reserves shall be maintained against the indebtedness evidenced thereby, all by classes of trust companies or otherwise.
          Section 21.  A bank’s corporate governance procedures shall comply with banking laws and regulations and safe and sound banking practices. To the extent not inconsistent with the above, a bank may elect to follow the corporate governance procedures of chapter 156D or the law of the state in which its holding company is organized. A bank shall designate in its by-laws the body of law selected for its corporate governance procedures.
          SECTION 54.  The General Laws are hereby amended by striking out chapter 168, as appearing in the 2012 Official Edition, and inserting in place thereof the following chapter:-

          CHAPTER 168.
          SAVINGS BANKS

          Section 1.  (a) As used in sections 1 to 9, inclusive, the words “board” or “board of bank incorporation” shall, unless the context clearly requires otherwise, mean, a board consisting of the commissioner of banks, the commissioner of revenue and the state treasurer.
          (b)  As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:—
          “Capital stock”, the sum of the par value of the preferred and common shares of capital stock, issued and outstanding.
          “Commissioner”, the commissioner of banks.
          “Corporator”, an original incorporator.
          “Incorporators”, subscribers to the agreement of association for the purpose of forming a savings bank under this chapter.
          “Mutual bank”, a savings bank, institution for savings or savings institution incorporated as such in the commonwealth in mutual form.
          “Savings bank”, a savings bank, institution for savings or savings institution incorporated as such in this commonwealth.
          “Stock bank”, a savings bank, institution for savings or savings institution incorporated as such in the commonwealth in stock form which has been chartered or reorganized or converted to a stockholder form of corporation.
          “Stockholder”, a registered owner of shares of capital stock of a stock savings bank.
          Section 2.  A savings bank shall have all the powers expressly granted by law and whatever further incidental powers may fairly be implied from those expressly conferred and such as are reasonably necessary to enable it to exercise fully those powers according to common or accepted banking customs and usages.
          Section 3.  A corporation organized pursuant to this chapter prior to January 1, 1955 shall be subject to this chapter and chapters 167C to 167G, inclusive, chapter 167I and chapter 167J so far as is consistent with its charter, and may, by vote of its corporators at its annual meeting or at a meeting called for the purpose, accept any provision of this chapter, which is inconsistent with its charter. Any such corporation organized after January 1, 1955, shall be subject to this chapter, chapters 167C to 167G, inclusive, chapter 167I and chapter 167J.
          Section 4.  A savings bank shall upon its incorporation have such capital structure as the board of bank incorporation shall deem adequate. Such capital structure may vary by the board based on the application and business plan submitted. 
          Section 5.  Fifteen or more individuals who associate themselves by a written agreement for the purpose of forming a savings bank may, upon compliance with sections 4 to 9, inclusive, become a corporation, with all the powers and privileges and subject to all the duties, restrictions and liabilities set forth in the General Laws, which relate to such corporations. The agreement of association shall specifically state:
          (1)  that the incorporators thereto associate themselves with the intention of forming a corporation;
          (2)  the name by which the corporation shall be known;
          (3)  the location of the principal office of the corporation, which shall be within the commonwealth;
          (4)  the purposes for which the corporation is formed and the nature of the business to be transacted;
          (5)  the amount and classes of its capital stock and the number of shares into which any class is to be divided; the amount of the surplus account and the amount of the undivided profits account for a stock bank and the amount of the surplus account for a mutual bank; and
          (6)  the name of each incorporator and the number of shares of capital stock, if any, which the incorporator agrees to take and the class or classes of such shares.
          The name of each incorporator shall be subscribed to the agreement of association.
          Section 6.  A notice of the intention of the incorporators to form such a savings bank shall be submitted to the board of bank incorporation.
          A notice in such form as said board shall approve, shall be published at least once a week, for 3 successive weeks, in 1 or more newspapers designated by the board and published in the city or town in which it is proposed to establish the savings bank, or if there is no newspaper in such city or town, in a newspaper published in the city or town which is nearest to the proposed location. Such notice shall specify the names of the proposed incorporators, the name of the corporation and the location of the same.  The incorporators to said agreement shall apply to the board for a certificate, which may be granted upon a finding that the public convenience and advantage will be promoted by the establishment of such savings bank. Such an application for a proposed savings bank shall be accompanied by an investigation fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. In determining whether the public convenience and advantage will be promoted by the establishment of such savings bank, the board shall consider the adequacy of its capital structure, the general character of its management, the adequacy of banking facilities in the area and the convenience and needs of the community to be served. The board may grant such certificate, which shall be deemed to be revoked if the applicants do not become incorporated and begin business within 1 year after its date of issue. If the board refuses to issue such certificate, no further proceeding shall be taken by the applicant during the year next following the date of such refusal except with the approval of the board; provided, however, that the applicant may renew the application as of right after 1 year from the date of such refusal and may dispense with further notice or publication unless the board orders such notice or publication.
          Section 7.  The first meeting of the incorporators shall be called by a notice signed either by that incorporator who is designated in the agreement for the purpose, or by a majority of the incorporators, and such notice shall state the time, place and purposes of the meeting. A copy of the notice shall, at least 7 days before the day appointed for the meeting, be given to each incorporator or left at each incorporator’s residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to each incorporator at such incorporator’s residence or usual place of business and another copy thereof and an affidavit of 1 of the signers that the notice has been duly served shall be recorded with the records of the corporation. If all the incorporators shall, in writing endorsed upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the choice by ballot of a temporary clerk who shall be sworn, by the adoption of by-laws and by the election in such manner as the by-laws may determine, a clerk or secretary, and such other officers as the by-laws may prescribe, trustees for a mutual bank or directors for a stock bank. The temporary clerk shall make and attest a record of the proceedings until the clerk or secretary has been chosen and sworn, including a record of such choice and qualification.
          Section 8.  The president, clerk or secretary and a majority of the trustees or directors, as applicable, elected at such first meeting shall make and sign under penalties of perjury articles of organization in duplicate, setting forth:
          (1)  a true copy of the agreement of association, the names of the incorporators thereto and the name of each of the officers and directors or trustees as applicable; and
          (2)  the date of the first meeting and the successive adjournments thereof, if any.
          One duplicate original of the articles so signed shall be submitted to the commissioner and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same, and who may require such amendment thereof or such additional information as the state secretary may consider necessary. If the commissioner finds that the articles conform to the 4 preceding sections relative to the organization of the corporation and that section 6 has been complied with, the commissioner shall so certify and endorse the commissioner’s approval thereon. The articles shall be filed within 30 days thereafter in the office of the state secretary, who, upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, said state secretary shall issue a certificate of incorporation in the following form:
          COMMONWEALTH OF MASSACHUSETTS
          Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital stock or surplus, as applicable,  of (the amount fixed in the agreement of association), and have complied with the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by the law appertain thereto.
          Witness my official signature hereunto subscribed and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization).
          The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed and such certificate shall have the force and effect of a special charter. The existence of every such corporation shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall also cause a record of the certificate of incorporation to be made and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation.
          A bank may amend its articles of organization if approved by its board and submitted to and approved by the bank’s governing body, except as provided in sections 10.05, 10.07 and 14.34 of chapter 156D. After approval by the board and governing body, the amendment shall be submitted to the commissioner for the commissioner’s endorsement thereon before delivering the amendment to the state secretary for filing.
          Section 9.  When all the capital stock has been issued for a stock bank, a list of the stockholders, with the name, residence and post office address of each, and the number of shares in each class held by each stockholder, shall be filed with the board of bank incorporation, which list shall be verified by the clerk of the corporation. Upon receipt of such list the board shall cause an examination to be made of the method of payment of the capital stock, or the surplus account if a mutual bank of the personnel of the corporation, including the officers and directors or trustees thereof, and if, after such examination, it appears that the whole capital stock, surplus account and undivided profits account for a stock bank or surplus account for a mutual bank have been paid in cash, that all requirements of law have been complied with, that the bank is a member of the Federal Deposit Insurance Corporation and that the qualifications of the personnel are satisfactory, the board shall, if satisfied that the public convenience and advantage will be promoted thereby, issue a certificate authorizing such corporation to begin the transaction of business. No such corporation shall begin the transaction of business until such a certificate has been granted.
          Section 10.  A mutual bank shall be subject to sections 11 to 21A, inclusive, and a stock bank shall be subject to sections 21A to 26, inclusive.
          Section 11.  Meetings of the corporators, board of trustees and board of investment of a mutual bank shall be held in the town where the main office of the corporation is located or at any other place within the counties in which the bank has a branch office.
          Section 12.  A mutual bank shall have at least 25 corporators and may, at a legal meeting of the corporators, elect by ballot to be a corporator any person who is a resident of the commonwealth, or any person who resides in another state; provided, however, that not less than a majority of said corporators shall be citizens of the commonwealth and residents therein at any 1 time. Corporators shall be elected for a term of 10 years; provided, however, that a corporator shall not serve beyond the retirement age as established by the bank’s by-laws. No person shall serve as a corporator of more than 1 savings bank and no corporator shall, after January 1, 1975, serve as an officer or director of a national bank, trust company, co-operative bank, savings and loan association or credit union. A corporator shall, at the time of the corporator’s election or within 30 days thereafter, be a depositor of such corporation. Any person serving as a corporator of a savings bank may at the same time serve as a director or other officer of a trust company or a national bank that does not make real estate mortgage loans and does not accept savings deposits from natural persons.
          No person shall continue to be a corporator after removing from the commonwealth unless, at the annual meeting following such removal, the corporators shall vote to continue such person as a corporator subject to the limitations of this section applicable to nonresident corporators.
          Any person may, at an annual or special meeting of the corporators, cease to be a corporator if, at least 3 days before such meeting, the person has filed with the clerk a written notice of the corporator’s intention so to do. If a corporator fails to attend 2 consecutive annual meetings, such corporator’s membership may, by vote of the corporators at their next annual meeting, be declared forfeited and such action and vote when recorded shall be evidence of such forfeiture. Not more than 3/5 of the corporators of any such corporation shall be trustees or officers thereof at any 1 time.
          Section 13.  The annual meeting of the corporators of a mutual bank shall be held at a time as the by-laws direct. Special meetings may be held by order of the trustees or upon written request of at least 10 corporators addressed to the clerk who shall give notice of special meetings upon that order or request. In the absence or inability of the clerk to serve, the president or a vice president may give the notice required by this section. At least 7 days before the date of the meeting, written notice of the meeting shall be mailed to each corporator. The names of those present at a meeting shall be entered in the records of the corporation. A quorum shall consist of not less than 13 corporators or 25 per cent of the total number of corporators, whichever is greater; provided, however, that not more than 50 corporators shall be necessary to constitute a quorum.
          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.
          Section 15.  A regular meeting of the board of trustees of a mutual bank shall be held at least once every 3 months, for the purposes set forth in this section and for the transaction of other business. Special meetings may be called by the president or shall be called by the clerk, if requested in writing by at least 3 trustees. Notices of meetings shall be given in the manner and to the extent provided in the by-laws. Unless the articles of incorporation, the by-laws or a resolution of the board otherwise provide, members of the board of trustees 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. A quorum shall consist of not less than a majority of the trustees, and if there be less than a quorum then a majority of those present may adjourn the meeting until the next regular meeting or until another time or times prior thereto.
          A record shall be made by the clerk at each meeting of the transactions of the trustees and of the names of those present and a copy of the report of the board of investment shall be filed and preserved with the records of the corporation.
          Section 16.  (a) A mutual bank shall have a board of investment consisting of not less than 5 members, who shall be trustees of the corporation. Only 1 of the persons holding the office or performing the duties of president, executive vice president, senior vice president or treasurer shall at the same time be a member of the board of investment. The board shall elect a clerk who may, but need not be, a member of the board. The board of investment may invite 1 or more trustees who are not members of the board to attend its meetings during the monthly, quarterly or semi-annual periods as the board may determine.
          (b)  At least quarterly, the treasurer or other officer designated by the board of investment shall submit to the board of investment, a written report, over the treasurer or other officer’s signature, covering the period for which the report has not yet been submitted.
          Section 17.  In addition to the trustees and members of the board of investment, the officers of a mutual bank shall be a president, 1 or more vice presidents, a treasurer, a clerk and, subject to applicable provisions of the by-laws, such other officers as from time to time may be determined by the trustees to be necessary for the management of the affairs of such corporation; provided, that the duties of any such other officer shall not be in conflict with those of the president or treasurer. As used in this section and in section 20 and sections 2 and 5 of chapter 167J, the term “operating officers” shall mean and include the president, vice presidents, any assistant vice presidents, the treasurer, any vice treasurer, assistant treasurers, any branch managers, any person performing the duties of auditor and such other officers as may be designated as operating officers by vote of the board of trustees.
          The president shall be a trustee. A vice president may perform the duties of the president to the extent authorized in the by-laws. The treasurer may at the same time be a vice president. A vice treasurer or an assistant treasurer may perform all the duties of the treasurer. The clerk shall be the clerk of the corporation and clerk of the trustees.
          An operating officer of the corporation shall not hold the office or perform the duties of president, vice president, cashier or treasurer of a national banking association or a trust company, and the operating officer shall be governed by section 8 of chapter 167J with respect to holding office in another savings bank or in a co-operative bank or federal savings and loan association.
          Section 18.  The clerk of a mutual bank and such members of the board of trustees as may be required to be elected under section 14 shall be elected at the annual meeting or at a special meeting of the corporators between meetings of the corporation. The president shall be elected by the trustees. If any such office becomes vacant during the year, the trustees may, except as otherwise provided in this chapter, fill the vacancy or approve a new officer until the next annual meeting.
          The members of the board of investment, the treasurer, vice treasurer, assistant treasurers, vice presidents and such other officers as may be determined to be necessary, as provided in section 17, shall be elected by the trustees and shall hold office during their pleasure and the trustees may fill vacancies in such offices at any time.
          All trustees and other officers shall be sworn and shall hold their several offices until others are elected and qualified in their stead. A record of such qualification shall be made and preserved with the records of such corporation. If a person elected as trustee or other officer of such corporation does not, within 45 days thereafter, take the oath of office, the office thereupon shall become vacant; provided, that such oath may be taken in person at any office of such corporation or may be taken in writing before a notary public or justice of the peace and transmitted to such corporation within said period.
          Section 19.  Each person elected to office at the annual meeting or at any other meeting of the corporators or trustees, who is not present at the meeting at which such person was elected shall be notified, in writing, of the election by the clerk of the corporation. The notice shall be sent within 10 days after the meeting to the last known address of that person. Within 60 days after the annual meeting, the clerk shall cause to be filed with the records of the corporation a list containing the following information: (1) the names of the corporators indicating those who are trustees; and (2) the names of the president, vice presidents, treasurer, members of the board of investment and members of the auditing committee. A copy of the list shall be furnished to the commissioner within 10 days after filing with the records of the corporation.
          Section 20.  At least once during each 12 month period, the trustees shall elect an auditing committee of not less than 3 trustees who shall not be operating officers or members of the board of investment. The members of such committee shall take an oath of office in the manner and within the period prescribed by section 18 and a record thereof shall be made and preserved as provided in said section. The trustees may elect or authorize to be appointed such other committees as the by-laws may provide or as the trustees from time to time may determine. The trustees shall authorize the compensation, if any, to be paid to the members of the committees.
          Section 21.  The by-laws of the corporation may provide for any and all 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.
          Section 21A.  Subsection (a) to (d), inclusive, shall apply to meetings of the board and its committees for both a savings bank in mutual form or in stock form.
          (a)  Unless the articles of organization or by-laws provide that action, required or permitted by this chapter or another general law, shall be taken by the trustees or directors only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of trustees or directors. The action shall be evidenced by 1 or more consents describing the action taken, in writing, signed by each trustee or director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of trustees or directors and included in the minutes or filed with the corporate records reflecting the action taken.
          (b)  Action taken under this section is effective when the last trustee or director signs or delivers the consent, unless the consent specifies a different effective date.
          (c)  A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.
          (d)  This section shall also apply to committees and their members.
          Section 22.  A stock bank may adopt by-laws for the proper management of its affairs and as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed. It may also establish regulations controlling the assignment and transfer of its shares. A majority in interest of the stockholders entitled to vote shall constitute a quorum at any meeting unless the by-laws require more than a majority.
          Section 23.  Stockholders entitled to vote may vote in person or by proxy. No proxy dated more than 6 months before the date of the meeting named therein shall be valid, and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of 2 or more persons shall be valid if executed by any 1 of them unless at or prior to the exercise of the proxy such corporation receives a specific written notice to the contrary from any 1 of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise, and the burden of proving invalidity shall rest on the challenger. Except as otherwise provided in the articles of organization or by-laws of the corporation, special meetings of the stockholders may be called pursuant to section 7.02 of chapter 156D.
          Section 24.  The business of a stock bank shall be managed by a board of not less than 7 nor more than 25 directors. A majority of the directors shall be citizens of the commonwealth and residents therein. The directors shall be elected, in such manner as is provided in the by-laws, by the stockholders at their annual meeting or at a special meeting called for the purpose; provided, however, that if the by-laws so prescribe, a number of directors, not exceeding 2, may be elected by vote of a majority of the directors then in office. The directors shall hold office for such term, not exceeding 3 years, as is provided in the by-laws and until their successors are selected and have qualified. A director shall be eligible for reelection. Any vacancy in the board may be filled by appointment by the remaining directors and any director so appointed shall hold such office until the next election.
          Each director shall own, in the director’s own right and free of any lien or encumbrance, common stock, either of such corporation or of a company owning 75 per cent or more of the stock of such corporation, having a par value, or a fair market value on the date the person became a director, of not less than $1,000. Any director who ceases to be the owner of the required number of shares of stock, or who becomes in any other manner disqualified, shall vacate the office forthwith. Each director, when appointed or elected, shall take an oath that such director will faithfully perform the duties of the office and that such director is the owner, in the director’s own right and free of any lien or encumbrance, of the amount of stock required by this section. The oath shall be taken before a notary public or justice of the peace and a record of the oath shall be made a part of the records of such corporation.
          The office of any 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 director whose office is so vacated shall again be eligible to serve as 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 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.
          In determining what a director reasonably believes to be in the best interests of such corporation, in considering proposed business combinations, as defined in paragraph (c) of section 3 of chapter 110F, a director may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
          Each stock bank shall have an executive committee of not less than 3 members, who shall be elected by and from the directors and shall hold office during their pleasure. An executive committee may take any action that could be taken by the board of directors except that an executive committee may not: (1) authorize dividends or other distributions to shareholders; (2) approve or propose to the corporation’s shareholders actions that require the approval of the corporation’s shareholders; (3) change the number of members of the board of directors, remove directors from office or fill vacancies on the board of directors; (4) amend the corporation’s articles of organization; (5) adopt, amend or repeal the corporation’s by-laws; (6) authorize or approve reacquisition of shares of capital stock, except according to a formula or method prescribed by the board of directors; (7) take any action specifically required by law or regulation to be taken by the entire board of directors; or (8) approve a transaction described in section 8 of chapter 167I.
          Section 25.  The clerk or secretary shall be elected by the stockholders at their annual meeting or at a special meeting duly called for the purpose.
          The president shall be elected by and from the board of directors and shall be chairman thereof unless the board designates a director in lieu of the president to be chairman. The directors shall elect the treasurer and any other officers.  The president as may be required or permitted by law or by-law may select other officers. The officers elected by the board shall hold their respective offices during the pleasure of the directors. The directors may fill a vacancy in the office of clerk or secretary until the next meeting of the stockholders.
          Section 26.  The board of directors shall meet at intervals, that shall not be less frequent than quarterly, but, upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of organization, the by-laws or a resolution of the board otherwise provide, members of the board of directors or a committee designated thereby may participate in a meeting of the 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 those means shall constitute presence in person at a meeting. Members may transmit written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.
          Section 27.  Fifteen or more savings banks may form the Savings Banks Employees Retirement Association, in this section and in sections 28 and 29 hereinafter referred to as the association, for the purpose of providing retirement benefits services through retirement plans that are qualified under section 401 of the Internal Revenue Code, to members of the association and their customers, as hereinafter provided. The association, in its name and by or through its authorized officers, may: (a) make agreements and investments subject to limitations as from time to time may be prescribed by law or the by-laws of the association; (b) sue and be sued, plead and be impleaded; (c) enforce liens and other obligations and foreclose mortgages held by the association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (d) adopt an official seal and alter the same at pleasure; and (e) do other acts and things necessary to carry out the powers conferred upon it by law and its by-laws.
          Any bank or credit union chartered by the commonwealth, any bank or credit union which has converted to federal charter and has its main office located in the commonwealth, any bank or credit union chartered by the federal government, by a state of the United States other than the commonwealth or by the District of Columbia and which has its main office or a branch office located in the commonwealth, the Massachusetts Bankers Association and its successors and any bank which is a voting member thereof, the Savings Banks Employees Retirement Association, the Depositors Insurance Fund, and other banking institutions with their main office or any branch office located in the commonwealth, as may from time to time be provided for in the by-laws of the association, and the respective employees of each of the foregoing, shall be eligible for membership in the association; provided, however, no bank that was eligible to be a member of the association before January 1, 2004, shall be eligible to become a member of the Cooperative Banks Employees Retirement Association or the Credit Union Employees Retirement Association unless and until the Cooperative Banks Employees Retirement Association and the Credit Union Employees Retirement Association permits a member to transfer from any or all of the qualified plans provided by said association, assets and liabilities, attributed to the member’s employees, to 1 or more qualified plans not provided by said association. For the purposes of this section and sections 28 and 29, “bank” or “banks” shall, unless the context otherwise requires, mean any or all of the organizations named or referred to in this paragraph; “trustees” of a bank shall, unless the context otherwise requires, mean the governing body of any such organization, including, if applicable, the board of directors; and “customer” shall mean any person or business who has established a contractual relationship for banking business purposes with any banking institution located in the commonwealth which is a member of the association.
          Eligible employees may contribute a portion of their salaries or wages, to be deducted by the employing banks and paid to the plans or the retirement association. A participating bank may contribute to or under plans of the retirement association for its employees to the extent determined by its board of trustees. Contributions and benefits under the plans of the retirement association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code and the federal Employees Retirement Income Security Act of 1974, in this section hereinafter referred to as the code and ERISA, respectively.
          If the commissioner finds that the continuation of contributions by a participating bank subject to the commissioner’s authority may affect its safety and soundness, including reducing its risk-based capital ratio below any prescribed regulatory level, said commissioner may order the bank to: (a) freeze its benefits and cease further funding for future benefit accruals under any plans qualified under section 401 of the federal Internal Revenue Code; (b) revise its benefits for future service under any such plans so that contributions on account of any employee will be limited to an appropriate percentage of compensation; or (c) terminate its participation in any such plans.
          The funds contributed by participating banks and their employees shall be held or used by the trustees of the association for the purchase of annuities or payment of retirement benefits to eligible employees, for payments to beneficiaries or representatives of any member employee of the participating bank dying before reaching the age of retirement and for the payment to any employee retiring from service before becoming entitled to a pension or annuity. Funds held under any of the plans shall be held or used by the retirement association to the extent required by the code and ERISA for the exclusive purpose of providing plan benefits to participating members; provided, however, to the extent permitted by law, funds of the plans may be used to defray reasonable expenses of administering the retirement association and the plans and expenses of investing the assets of the plans may be charged against the funds of the plans. To the extent that expenses of the retirement association or said plans are not otherwise paid, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws of the retirement association. The association shall annually provide to each member a report of assets and liabilities attributable to its participants in any or all qualified plans adopted by a member.
          A participating bank, by vote of its board of trustees, and a customer, may adopt 1 or more of the plans of the retirement association for the benefit of its employees. Any such bank which has adopted a plan of the retirement association for its employees may, if it is otherwise eligible, also establish an employee stock ownership plan.
          In any calendar year, the association or bank by vote of its governing board, may directly supplement the retirement benefits being paid to retired employees or their beneficiaries on account of service; provided, however, no supplement of a retirement benefit shall exceed the retirement benefit multiplied by the increase in the cost of living since the retirement began. The increase in the cost of living shall be the percentage by which the national monthly consumer price index for all urban consumers, issued by the bureau of labor statistics of the United States Department of Labor, for the last November before the year in which payment is made is greater than the beginning index figure. The beginning index figure is the average of such monthly consumer price index figures for the year in which a retirement benefit was first paid to or with respect to a former employee. No bank shall become obligated to pay in future years any supplement authorized by this paragraph.
          Membership in the association is voluntary and any bank may establish or provide qualified retirement plans for its employees independent of the association; provided, however, nothing contained herein shall be construed so as to require any bank to provide qualified retirement plans to its employees.
          Section 28.  The by-laws of the association shall be submitted to the commissioner and shall prescribe the manner in which, and the officers and agents by whom, the association may be conducted and the manner in which its funds may be invested and paid out. Such association shall be formed when its by-laws have been approved and agreed to by a majority of the trustees of each of 15 or more savings banks, and have been approved by the commissioner. Such association shall annually, on or before December 1, report to the commissioner such statements of its membership and financial transactions for the year ending on the preceding October 31, as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the association.
          The association shall not be subject to chapter 32 or chapter 175 or to other laws that relate to insurance companies or other retirement associations.
          Section 29.  The property of the association, the portion of the wages or salary of any employee deducted or to be deducted under sections 27 and 28, the right of an employee to an annuity or pension, and all of an employee’s rights in the funds of the association, shall be exempt from taxation and from the operation of any law relating to insolvency, and shall not be attached or taken on execution or other process to satisfy any debt or liability of the association, a participating bank, or any employee member of the association. No assignment of any right in or to said funds or of any pension or annuity payable under section 27 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement.
          Nothing in this section shall prevent an employee’s annuity or pension from being attached, taken on execution, assigned, or subject to other process to satisfy a support order pursuant to chapter 208, 209 or 273.
          Section 30.  The participating members of the Savings Banks Employees Retirement Association, established by section 27, shall constitute the Savings Banks Employees Benefit Association, in this section and in sections 31 and 32 hereinafter referred to as the benefit association, for the purpose of providing retirement benefits through retirement plans which are not qualified plans under section 401 of the Internal Revenue Code of the United States and for establishing employee welfare benefit plans, in this section hereinafter referred to as plans, for eligible employees of participating organizations. The benefit association, in its name and by or through its authorized officers, may: (a) establish plans and related trusts for eligible members participating therein; (b) make agreements, establish trusts and make or cause to be made investments subject to such limitations as may from time to time be prescribed by law or by the by-laws of the benefit association; (c) sue and be sued, plead and be impleaded; (d) enforce liens and other obligations and foreclose mortgages held by the benefit association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (e) adopt an official seal and alter the same at pleasure; and (f) do such other acts that may be necessary to carry out the powers conferred upon it by law and its by-laws.
          For the purposes of this section and sections 31 and 32, “bank” and “banks” shall, unless the context clearly requires otherwise, mean and include any or all member organizations and “trustees” of a bank shall, unless the context clearly requires otherwise, mean and include the governing body of each of such organizations.
          Eligible employees may contribute a portion of their salaries or wages to or under plans established by the benefit association, to be deducted by the employing banks and paid to the benefit association. A participating bank may contribute to or under plans of the benefit association to the extent determined by its trustees. Contributions and benefits under the plans of the benefit association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code of 1954, as amended, and the Employee Retirement Income Security Act of 1974, as amended, in this section hereinafter referred to as the code and ERISA, respectively.
          All plans maintained by the benefit association shall conform to the code and funds held under the plans of the benefit association shall be invested in such manner as the benefit association shall determine, consistent with the by-laws. Funds held under plans of the benefit association shall be held by or used by the benefit association for the exclusive purpose of providing plan benefits to eligible members and, as determined by the benefit association, may be used to defray reasonable expenses of administering the plans and investing the assets of the plans. To the extent that expenses necessary for the administration of the benefit association or the plans of the benefit association are not paid from the plans, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws.
          A participating bank, by vote of its trustees, may adopt 1 or more of the plans of the benefit association for the benefit of its employees and their beneficiaries. Nothing in this section shall be construed so as to prevent any such bank from establishing its own employee welfare benefit plans or non-qualified retirement plan.
          Section 31.  The trustees of the Savings Banks Employees Retirement Association shall prepare the by-laws of the benefit association and file the same with the commissioner. Said by-laws shall prescribe the manner in which, and the officers and agents by whom, the benefit association will be conducted and the manner in which its funds may be invested and paid out. They shall also provide that said trustees of the Savings Banks Employees Retirement Association shall serve as the initial trustees of the benefit association and shall continue such service for the term prescribed in such by-laws and for the election of subsequent trustees. Such benefit association shall annually, within 6 months after the close of its fiscal year, report to the commissioner such statements of its membership and financial transactions as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the benefit association.
          The benefit association shall not be subject to chapter 32 or chapter 175 or to other laws that relate to insurance companies or other benefit associations.
          Section 32.  The property of the benefit association shall be exempt from taxation and from the operation of any law relating to insolvency, and shall not be attached or taken on execution or other process to satisfy any debt or liability of the benefit association, a participating bank or any employee member of the benefit association. No assignment of any right in or to said funds or of any pension or annuity payable under section 30 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement.
          Nothing in this section shall prevent an employee’s annuity or pension from being attached, taken on execution, assigned or subject to other process to satisfy a support order under chapter 208, 209, or 273.
          SECTION 55.  The General Laws are hereby amended by striking out chapter 170 as so appearing, and inserting in place thereof the following chapter:—

          CHAPTER 170.
          CO-OPERATIVE BANKS

          Section 1.  (a) As used in sections 1 to 9, inclusive, the words “board” or “board of bank incorporation” shall, unless the context clearly requires otherwise, mean a board consisting of the commissioner of banks, the commissioner of revenue and the state treasurer.
          (b) As used in this chapter, the following words shall, unless the context clearly requires otherwise, have the following meanings:-    
          “Capital stock”, the sum of the par value of the preferred and common shares of capital stock, issued and outstanding.
          “Commissioner”, the commissioner of banks.
          “Corporation” or “bank”, a co-operative bank incorporated as such in this commonwealth.
          “Incorporators”, subscribers to the agreement of association for the purpose of forming a co-operative bank under this chapter.
          “Mutual bank”, a co-operative bank incorporated as such in the commonwealth in mutual form.
          “Shareholder” or “member”, a depositor or holder of any shares or accounts referred to in chapter 167D.
          “Shareholders’ meeting” or “meeting of shareholders”, any annual or special meeting of members of the corporation entitled to vote.
          “Stock bank”, a co-operative bank incorporated as such in the commonwealth in stock form which has been chartered or reorganized or converted to a stockholder form of corporation.
          “Surplus account”, an account so designated on the books of a stock co-operative bank and consisting of such amounts as shall be required by law or shall be transferred thereto by vote of the board of directors.
          Section 2.  A co-operative bank shall have all the powers expressly granted by law and whatever further incidental powers may fairly be implied from those expressly conferred and such as are reasonably necessary to enable it to exercise fully those powers according to common or accepted banking customs and usages.
          Section 3.  A corporation formed pursuant to section 2 may authorize, at a meeting duly called for the purpose, by vote of 2/3 of the shareholders present and voting a change of its corporate name. Within 60 days after any meeting at which such change has been authorized, articles of amendment, signed under the penalties of perjury by the executive officer and by the clerk, setting forth such change and the due adoption thereof, shall be delivered to the state secretary for filing.
          Section 4.  A co-operative bank shall upon its incorporation have such capital structure as the board of bank incorporation shall deem adequate. Such capital structure may vary by the board based on the application and business plan submitted.
          Section 5.  Fifteen or more individuals who associate themselves by a written agreement to form a co-operative bank may, upon compliance with sections 4 to 9, inclusive, become a corporation, with all the powers and privileges and subject to all the duties, restrictions and liabilities set forth in all laws relating to such corporations. The agreement of association shall specifically state:
          (1)  that the incorporators thereto associate themselves with the intention of forming a corporation;
          (2)  the name by which the corporation shall be known;
          (3)  the location of the principal office of the corporation, which shall be within the commonwealth;
          (4)  the purposes for which the corporation is formed and the nature of the business to be transacted;
          (5)  the amount and classes of its capital stock and the number of shares into which any class is to be divided; the amount of the surplus account and the amount of the undivided profits account for a stock bank and the amount of the surplus account for a mutual bank; and
          (6)  the name of each incorporator and the number of shares of capital stock, if any, which the incorporator agrees to take and the class or classes of such shares.
          The name of each incorporator shall be subscribed to the agreement of association.
          Section 6.  A notice of the intention of the subscribers to form such a co-operative bank shall be given to the board of bank incorporation.  A notice in such form as said board shall approve, shall be published at least once a week, for 3 successive weeks, in 1 or more newspapers designated by the board and published in the city or town in which it is proposed to establish the co-operative bank, or if there is no newspaper in such city or town, in a newspaper published in the city or town which is nearest to the proposed location. Such notice shall specify the names of the proposed incorporators, the name of the corporation and the location of the same.  The subscribers to said agreement shall apply to the board for a certificate, which may be granted upon a finding that the public convenience and advantage will be promoted by the establishment of the co-operative bank. Such an application for a proposed co-operative bank shall be accompanied by an investigation fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. In determining whether the public convenience and advantage will be promoted by the establishment of such co-operative bank, the board shall consider the adequacy of its capital structure, the general character of its management, the adequacy of banking facilities in the area and the convenience and needs of the community to be served. The board may grant such certificate, which shall be deemed to be revoked if the applicants do not become incorporated and begin business within 1 year after its date of issue. If the board refuses to issue such certificate, no further proceeding shall be taken by the applicant during the year next following the date of such refusal except with the approval of the board, but the applicant may renew the application as of right after 1 year from the date of such refusal and may dispense with further notice or publication unless the board orders such notice or publication.
          Section 7.  The first meeting of the incorporators shall be called by a notice signed either by the incorporator who is designated in the agreement for the purpose or by a majority of the incorporators and such notice shall state the time, place and purposes of the meeting. A copy of the notice shall, at least 7 days before the day appointed for the meeting, be given to each incorporator or left at each incorporator’s residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to each incorporator at such incorporator’s residence or usual place of business, and another copy thereof and an affidavit of the signers that the notice has been duly served shall be recorded with the records of the corporation. If all the incorporators shall, in writing endorsed upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required. At the first meeting, or at any adjournment thereof, the incorporators shall elect by ballot a temporary clerk who shall be sworn, adopt by-laws and  in such manner as the by-laws may determine, elect directors, a clerk or secretary and such other officers as the by-laws may prescribe. The temporary clerk shall make and attest a record of the proceedings until the clerk or secretary has been chosen and sworn, including a record of such choice and qualification.
          Section 8.  The president, clerk or secretary and a majority of the directors, as applicable, elected at such first meeting shall make and sign under penalties of perjury articles of organization in duplicate, setting forth:
          (1)  a true copy of the agreement of association, the names of the incorporators thereto and the name of each of the officers and directors as applicable of the company; and
          (2)  the date of the first meeting and the successive adjournments thereof, if any.
          One duplicate original of the articles so signed shall be submitted to the commissioner, and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same, and who may require such amendment thereof or such additional information as the secretary may consider necessary. If the commissioner finds that the articles conform to the 4 preceding sections relative to the organization of the corporation and that section 6 has been complied with, the commissioner shall so certify and endorse the commissioner’s approval thereon. The articles shall be filed within 30 days thereafter in the office of the state secretary, who, upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, the state secretary shall issue a certificate of incorporation in the following form:
          COMMONWEALTH OF MASSACHUSETTS
          Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital stock or surplus, as applicable, of (the amount fixed in the agreement of association), and have complied with the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by the law appertain thereto.
          Witness my official signature hereunto subscribed and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization).
          The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed and such certificate shall have the force and effect of a special charter. The existence of every such corporation shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall also cause a record of the certificate of incorporation to be made and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation.
          A bank may amend its articles of organization if approved by its board and submitted to and approved by the bank’s governing body except as provided in sections 10.05, 10.07 and 14.34 of chapter 156D. After approval by the board and governing body, the amendment shall be submitted to the commissioner for the commissioner’s endorsement thereon before delivering the amendment to the  state secretary for filing.
          Section 9.  When all the capital stock has been issued for a stock bank, a list of the stockholders, with the name, residence and post office address of each, and the number of shares in each class held by each stockholder, shall be filed with the board of bank incorporation, which list shall be verified by the clerk of the corporation. Upon receipt of such list, the board shall cause an examination to be made of the method of payment of the capital stock, or the surplus account if a mutual bank of the personnel of the corporation, including the officers and directors thereof, and if, after such examination, it appears that the whole capital stock, surplus account and undivided profits account for a stock bank or surplus account for a mutual bank have been paid in cash, that all requirements of law have been complied with, that the bank is a member of the Federal Deposit Insurance Corporation, and that the qualifications of the personnel are satisfactory, the board shall, if satisfied that the public convenience and advantage will be promoted thereby, issue a certificate authorizing such corporation to begin the transaction of business. No such corporation shall begin the transaction of business until such a certificate has been granted.
          Section 10.  A mutual bank shall be subject to sections 11 to 15, inclusive, and a stock bank shall be subject to sections 16 to 20, inclusive. Section 20 shall apply to both a mutual and a stock bank.
          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.
          Section 12.  Each person who is recorded on the books of the corporation as the holder of 1 or more shares or accounts referred to in chapter 167D shall be deemed a member and shareholder of and depositor in the corporation.
          Each member shall be entitled to 1 vote at all shareholders’ meetings, subject to the limitations contained in this section and such limitations, if any, as may be contained in the by-laws.
          At any meeting, no person who votes in 1 capacity shall be entitled to vote in any other capacity. A co-owner of any shares or accounts who does not vote in any other capacity may vote as the representative of the co-owners. A corporate fiduciary or other corporation or a partnership or association may vote by a person duly authorized, if such person does not otherwise vote; provided, however, a fiduciary, whether individual, corporate or otherwise, may vote on behalf of 1 trust or estate only. No person shall be entitled to vote either as a member or in any representative capacity unless such person shall have attained the age of 18 years. No person shall vote by proxy except as otherwise may be expressly authorized by law.
          Section 13.  The business and affairs of every such corporation shall be managed by a board of not less than 5 and, except as otherwise provided by law, not more than 15 directors. The shareholders shall elect the directors, each of whom shall be a citizen of the United States and at least a majority of whom shall be citizens of the commonwealth and residents of the commonwealth. Directors shall be divided into 3 classes as nearly equal in number as possible and 1 of such classes shall be elected annually for a term of 3 years; provided, that during the minimum time necessary to accomplish the foregoing, 1 of said classes may be elected for a term of 1 year and 1 for a term of 2 years. All vacancies in the board or in any office may be filled by the board of directors for the unexpired term.  A number of directors, not exceeding 2, may be elected by vote of a majority of the directors then in office if the by-laws so prescribe.  The directors may employ such additional assistance and appoint or constitute such committees and advisory directors as they may deem necessary and determine the reasonable compensation therefor. The directors may authorize the continuance as honorary directors of those persons who shall have served as directors for 10 years or more and such honorary directors may be designated by the directors for an indefinite term and shall not be included in determining the minimum number of directors or the number of directors to be elected annually as provided herein. No such honorary director shall be deemed to be an officer or member of the board of directors of such corporation, nor shall such honorary director receive compensation or be required to attend meetings or be authorized or required to perform any duties. Except as otherwise provided in the by-laws, the directors may delegate to any officers, assistants and employees such functions, powers and authority as the directors deem advisable.
          The clerk of the corporation shall be chosen by the shareholders, and the president, vice president, treasurer, assistant treasurers, if any, and other officers whose election is not otherwise herein expressly provided for, shall be chosen by the board of directors.
          All directors and other officers shall be elected by ballot and shall be shareholders when nominated and elected. Each officer when appointed or elected shall take an oath that such officer will faithfully and impartially discharge the duties devolving upon such officer, and the fact that the oath has been taken shall be entered in the records of the corporation; and if a person appointed or elected does not, within 30 days thereafter, take the oath, the office shall thereupon become vacant. All officers shall continue to hold their offices until their successors shall have been chosen and qualified.
          If an officer ceases to be a shareholder, the office may be declared vacant by the board of directors. If a director fails both to attend the regular meetings of the board and to perform any of the duties devolving upon such director for 6 consecutive months, the office may be declared to be vacant by the board at the next regular meeting and if such director so fails for 12 consecutive months, the office shall be declared to be vacant by the board at the next regular meeting. A record of any vacancy shall be entered upon the books of the corporation and a transcript shall be sent by mail to the person whose office has been made vacant.
          The office of any 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 director whose office is so vacated shall again be eligible to serve as a 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 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 records of all meetings of the corporation shall be read at such meetings by a shareholder other than the clerk and the records of all meetings of the board of directors shall be read at such meetings by a director.
          Section 14.  At the first meeting of the board of directors, after the annual meeting of shareholders, the board shall elect from its own members a security committee of not less than 3 members, not less than 2 of whom shall report upon all real estate offered as security for loans made by the corporation, after having examined such real estate or after it shall have been examined by 1 or more appraisers considered to be qualified by the directors and appointed by them for that purpose. In no case, however, shall any member of the security committee or any appraiser make an official report upon property offered as security for a loan if such member has a personal interest in the property or in the proposed loan.
          The security committee shall perform other duties as may be required by law, and exercise other powers as delegated to it by the board of directors. At each meeting of the board of directors, the security committee or an officer designated by it shall submit a report to the board of directors. 
          At the first meeting of the board of directors after the annual meeting of a mutual bank, the board shall elect an audit committee of not less than 3 directors who shall not be operating officers or members of the security committee. The members of the audit committee shall take an oath of office in the manner and within the period prescribed by section 13 and a record thereof shall be made and preserved as provided in said section 13. The directors shall determine the compensation, if any, to be paid to the members of the security committee and the audit committee.
          Section 15.  The treasurer shall keep the financial accounts and have charge of all books and papers necessary therefor, and dispose of and secure the safekeeping of all money, securities and property of the corporation, in the manner and subject to the limitations from time to time designated by the board of directors, subject to applicable law.
          Such corporation may provide in its by-laws for assistant treasurers. An assistant treasurer may perform all the duties of the treasurer.
          Section 16.  Such corporation may adopt by-laws for the proper management of its affairs and as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed. The corporation may establish regulations controlling the assignment and transfer of its shares. A majority in interest of the stockholders entitled to vote shall constitute a quorum at any meeting unless the by-laws require more than a majority.
          Section 17.  Stockholders entitled to vote may vote in person or by proxy. No proxy dated more than 6 months before the date of the meeting named therein shall be valid and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of 2 or more persons shall be valid if executed by any 1 of them unless at or prior to the exercise of the proxy such corporation receives a specific written notice to the contrary from any 1 of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Except as otherwise provided in the articles of organization or by-laws of the corporation, special meetings of the stockholders may be called pursuant to section 7.02 of chapter 156D.
          Section 18.  The business of such corporation shall be managed by a board of not less than 7 nor more than 25 directors. A majority of the directors shall be citizens of the commonwealth and residents therein. The directors shall be elected, in such manner as is provided in the by-laws, by the stockholders at their annual meeting or at a special meeting called for the purpose; provided, however, that if the by-laws so prescribe, a number of directors, not exceeding 2, may be elected by vote of a majority of the directors then in office. The directors shall hold office for such term, not exceeding 3 years, as is provided in the by-laws and until their successors are selected and have qualified. A director shall be eligible for reelection. Any vacancy in the board may be filled by appointment by the remaining directors and any director so appointed shall hold the office until the next election.
          A director of a stock bank shall own, in the director’s own right and free of any lien or encumbrance, common stock, either of such corporation or of a company owning 75 per cent or more of the stock of such corporation, having a par value, or a fair market value on the date the person became a director, of not less than $1,000. Any director who ceases to be the owner of the required number of shares of stock shall vacate the office forthwith. Each director, when appointed or elected, shall take an oath that the director will faithfully perform the duties of the office and that the director is the owner, in such director’s own right and free of any lien or encumbrance, of the amount of stock required by this section. The oath shall be taken before a notary public or justice of the peace and a record of the oath shall be made a part of the records of such corporation.
          The office of any 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 director whose office is so vacated shall again be eligible to serve as 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 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.
          In determining what a director reasonably believes to be in the best interests of such corporation, in considering proposed business combinations, as defined in paragraph (c) of section 3 of chapter 110F, a director may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
          Each such corporation shall have an executive committee of not less than 3 members, who shall be elected by and from the directors and shall hold office during their pleasure. An executive committee may take any action that could be taken by the board of directors except that an executive committee may not: (1) authorize dividends or other distributions to shareholders; (2) approve or propose to the corporation’s shareholders actions that require the approval of the corporation’s shareholders; (3) change the number of members of the board of directors, remove directors from office or fill vacancies on the board of directors; (4) amend the corporation’s articles of organization; (5) adopt, amend or repeal the corporation’s by-laws; (6) authorize or approve reacquisition of shares of capital stock, except according to a formula or method prescribed by the board of directors; (7) take any action specifically required by law or regulation to be taken by the entire board of directors; or (8) approve a transaction described in section 8 of chapter 167I.
          Section 19.  The clerk or secretary shall be elected by the stockholders at their annual meeting or at a special meeting duly called for the purpose.
          The president shall be elected by and from the board of directors and shall be chairman of the board unless the board designates a director in lieu of the president to be chairman. The directors shall elect the president, the vice president or vice presidents, treasurer and any other officers. The president, as may be permitted by law or by-law, may select other officers. The officers elected by the board shall hold their respective offices during the pleasure of the directors. The directors may fill a vacancy in the office of clerk or secretary until the next meeting of the stockholders.
          Section 20.  Subsection (a) to (d), inclusive, shall apply to meetings of the board and its committees for both a co-operative bank in mutual form or in stock form.
          (a)  Unless the articles of organization or bylaws provide that action, required or permitted by this chapter or another general law, shall be taken by the directors only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action shall be evidenced by 1 or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors and included in the minutes or filed with the corporate records reflecting the action taken.
          (b)  Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.
          (c)  A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.
          (d)  This section shall also apply to committees of the board and the members of the board.
          Section 21.  Fifteen or more cooperative banks may form the Cooperative Banks Employees Retirement Association, in this section and in sections 22 and 23 hereinafter referred to as the retirement association, for the purpose of providing retirement benefits services through retirement plans which are qualified under section 401 of the Internal Revenue Code, in this section hereinafter referred to plans, to employees and customers of members of the association, as hereinafter provided. The retirement association, in its name and by and through its authorized officers, may: (a) establish plans and related trusts for its members; (b) make agreements and investments subject to such limitations as from time to time may be prescribed by law or the by-laws of the retirement association; (c) establish divisions, departments and other operating units within the retirement association and provide the same with appropriate names or other identifications, to assist the retirement association in carrying out the powers conferred upon it by law and its by-laws; (d) sue and be sued, plead and be impleaded; (e) enforce liens and other obligations and foreclose mortgages held by the retirement association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (f) adopt an official seal and alter the same at pleasure; and (g) do such other acts and things as may be necessary to carry out the powers conferred upon it by law and its by-laws.
          Any bank or credit union chartered by the commonwealth, any such bank or credit union which has converted to federal charter and has its main office located in the commonwealth, any bank or credit union chartered by the federal government, by a state of the United States other than the commonwealth or by the District of Columbia and which has its main office or a branch office located in the commonwealth, the Massachusetts Bankers Association and its successors and any bank which is a voting member thereof, the Cooperative Banks Employees Retirement Association, the Co-operative Central Bank, and such other banking institutions with their main office or any branch office located in the commonwealth, as may from time to time be provided for in the by-laws of the association and the respective employees of each of the foregoing, shall be eligible for membership in the association; provided, however, no bank that was eligible to be a member of the association before January 1, 2004, shall be eligible to become a member of the Savings Banks Employees Retirement Association or the Credit Union Employees Retirement Association, unless and until the Savings Banks Employees Retirement Association and the Credit Union Employees Retirement Association permits a member to transfer from any or all of the qualified plans provided by said association, assets and liabilities, attributed to the member’s employees, to 1 or more qualified plans not provided by said association. For the purposes of this section, and sections 22 and 23, “bank” or “banks” shall, unless the context otherwise requires, mean and include any or all of the organizations named or referred to in this paragraph; “board of directors” of a bank shall also, unless the context otherwise requires, mean and include the governing body of such organizations; and “customer” shall mean any person or business who has established a contractual relationship for banking business purposes with any banking institution located in the commonwealth which is a member of the association.
          Eligible employees may contribute a portion of their salaries and wages to or under plans established by the retirement association, to be deducted by the employing banks and paid to the plans or the retirement association. A participating bank may contribute to or under plans of the retirement association to the extent determined by its board of trustees. Contributions and benefits under the plans of the retirement association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code of 1954 and the Employees Retirement Income Security Act of 1974, in this section hereinafter referred to as the code and ERISA, respectively.
          If the commissioner finds that the continuation of contributions by a participating bank subject to the commissioner’s authority may affect its safety and soundness, including reducing its risk-based capital ratio below any prescribed regulatory level, said commissioner may order the bank to: (a) freeze its benefits and cease further funding for future benefit accruals under any plans qualified under section 401 of the federal Internal Revenue Code; (b) revise its benefits for future service under any such plans so that contributions on account of any employee will be limited to an appropriate percentage of compensation; or (c) terminate its participation in any such plans.
          All plans maintained by the retirement association shall conform to the code and ERISA and funds held under any such plans shall be invested in a manner as the retirement association shall determine. Copies of all plans shall be filed with the commissioner. Funds held under any of said plans shall be held by or used by the retirement association to the extent required by the code and ERISA for the exclusive purpose of providing plan benefits to participating members; provided, however, to the extent permitted by law, funds of the plans may be used to defray reasonable expenses of administering the retirement association and the plans, and expenses of investing the assets of the plans may be charged against the funds of the plans. To the extent that expenses necessary for the administration of the retirement association or the plans are not paid from the plans, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws of the retirement association. The association shall annually provide to each member a report of assets and liabilities attributable to its participants in any or all qualified plans adopted by a member.
          A participating bank, by vote of its board of directors, and a customer may adopt 1 or more of the plans of the retirement association for the benefit of its employees. Any bank which has adopted a plan of the retirement association for its employees may, if it is otherwise eligible, also establish an employee stock ownership plan.
          A bank, by vote of its board of directors, may directly or indirectly by means of a contribution to 1 or more of the trust funds held by the trustees of the retirement association supplement the retirement benefits being paid to its former employees or their beneficiaries on account of bank service; provided, however, no supplement of a retirement benefit shall exceed the retirement benefit multiplied by the increase in the cost of living since the retirement began. The increase in the cost of living is the percentage by which the national monthly consumer price index for all urban consumers, issued by the bureau of labor statistics of the United States Department of Labor, for the last November before the year in which payment is made is greater than the beginning index figure. The beginning index figure is the average of such monthly consumer price index figures for the year in which a retirement benefit was first paid to or with respect to a former employee. Except with respect to supplements first voted by a financial institution’s governing board on or after January 1, 1981, and which are paid through 1 or more of the trust funds held by the trustees of the retirement association, no employing unit may become obligated to pay in future years any supplement authorized by this paragraph.
          Membership in the association is voluntary and any bank may establish or provide qualified retirement plans for its employees independent of the association; provided, however, nothing contained herein shall be construed as requiring any bank to provide qualified retirement plans to its employees.
          Section 22.  The by-laws of the retirement association, and any amendments thereto, shall be submitted to the commissioner and shall prescribe the manner in which, and the officers and agents by whom, the retirement association may be conducted and the manner in which its funds may be invested and paid out. Such retirement association shall be formed when its by-laws have been approved and agreed to by a majority of the trustees of each of 15 or more cooperative banks and have been approved by the commissioner. The association shall annually, on or before August 1, report to the commissioner such statements of its membership and financial transactions for the year ending on the preceding December 31 as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the retirement association. The retirement association shall not be subject to chapter 32 or chapter 175 or other laws as relate to insurance companies or other retirement associations.
          Section 23.  The property of the retirement association, the portion of the wages or salary of any employee deducted or to be deducted under sections 21 and 22, the right of an employee to an annuity or pension, and all of the employee’s rights in the funds of the retirement association, shall be exempt from taxation and from the operation of any law relating to insolvency, and shall not be attached or taken on execution or other process to satisfy any debt or liability of the retirement association, a participating bank or any employee member of the retirement association. No assignment of any right in or to said funds or of any pension or annuity payable under section 21 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement.
          Nothing in this section shall prevent an employee’s annuity or pension from being attached, taken on execution, assigned, or subject to other process to satisfy a support order under chapter 208, 209 or 273.
          Section 24.  The participating members of the Co-operative Banks Employees Retirement Association, established by section 21, shall constitute as the Co-operative Banks Employees Benefit Association, in this section and in sections 25 and 26 hereinafter referred to as the benefit association, for the purpose of providing retirement benefits through retirement plans which are not qualified plans under section 401 of the Internal Revenue Code of the United States and for establishing employee welfare benefit plans, in this section hereinafter referred to as plans, for eligible employees of participating organizations. The benefit association, in its name and by or through its authorized officers, may: (a) establish plans and related trusts for eligible members participating therein; (b) make agreements, establish trusts and make or cause to be made investments subject to such limitations as may from time to time be prescribed by law or by the by-laws of the benefit association; (c) sue and be sued, plead and be impleaded; (d) enforce liens and other obligations and foreclose mortgages held by the benefit association on or with respect to real or personal property situated in the commonwealth or in any state or territory of the United States; (e) adopt an official seal and alter the same at pleasure; and (f) do such other acts that may be necessary to carry out the powers conferred upon it by law and its by-laws.
          For the purposes of this section and sections 22 and 23, “bank” and “banks” shall, unless the context otherwise requires, mean and include any or all member organizations and “directors” of a bank shall, unless the context otherwise requires, mean and include the governing body of each of such organizations.
          Eligible employees may contribute a portion of their salaries or wages to or under plans established by the benefit association, to be deducted by the employing banks and paid to the benefit association. A participating bank may contribute to or under plans of the benefit association to the extent determined by its directors. Contributions and benefits under the plans of the benefit association shall not exceed the limits, if any, imposed on such plans by the Internal Revenue Code of 1986 as amended, and the Employee Retirement Income Security Act of 1974, as amended, in this section called the code and ERISA, respectively.
          All plans maintained by the benefit association shall conform to the code and funds held under the plans of the benefit association shall be invested in such manner as the benefit association shall determine, consistent with the by-laws. Funds held under plans of the benefit association shall be held by or used by the benefit association for the exclusive purpose of providing plan benefits to eligible members and, as determined by the benefit association, may be used to defray reasonable expenses of administering the plans and investing the assets of the plans. To the extent that expenses necessary for the administration of the benefit association or the plans of the benefit association are not paid from the plans, they shall be paid by participating banks on a proportionate basis, as provided in the by-laws.
          A participating bank, by vote of its directors may adopt 1 or more of the plans of the benefit association for the benefit of its employees and their beneficiaries.
          Nothing in this section shall be construed so as to prevent any such bank from establishing its own employee welfare benefit plans or non-qualified retirement plan.
          Section 25.  The trustees of the Co-operative Banks Employees Retirement Association shall prepare the by-laws of the benefit association and file the same with the commissioner. Said by-laws shall prescribe the manner in which, and the officers and agents by whom, the benefit association will be conducted and the manner in which its funds may be invested and paid out. They shall also provide that the trustees of the Co-operative Banks Employees Retirement Association shall serve as the initial trustees of the benefit association and shall continue such service for the term prescribed in such by-laws and for the election of subsequent trustees.
          Such benefit association shall annually, within 6 months after the close of its fiscal year, report to the commissioner such statements of its membership and financial transactions as the commissioner may consider necessary to show its business and standing. The commissioner may verify such statement by an examination of the books and papers of the benefit association.
          The benefit association shall not be subject to chapter 32 or chapter 175 or to such other laws that relate to insurance companies or other benefit associations.
          Section 26.  The property of the benefit association shall be exempt from taxation and from the operation of any law relating to insolvency, and shall not be attached or taken on execution or other process to satisfy any debt or liability of the benefit association, a participating bank, or any employee member of the benefit association. No assignment of any right in or to said funds or of any pension or annuity payable under section 24 shall be valid, except that deferred annuity contracts purchased by a participating bank on account of past service of eligible employees may be assigned to such bank prior to actual retirement.
          Nothing in this section shall prevent an employee’s annuity or pension from being attached, taken on execution, assigned, or subject to other process to satisfy a support order under chapter 208, 209 or 273.
          SECTION 56.  Chapter 171 of the General Laws is hereby amended by inserting, after section 8, the following section:-
          Section 8A.  For the purposes of this section, the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Electronic branch”, an electronic device, other than a telephone operated by a consumer, through which a consumer may initiate an electronic fund transfer. Such term includes, but is not limited to automated teller machines and cash dispensing machines. Such term does not include a teller machine or similar device located on the premises of and operated solely by an employee of a financial institution or a point-of-sale terminal.
          “Organization”, any person, corporation, association or partnership which assists or provides services to a financial institution or merchant in order to make available electronic fund transfers; provided, however, that a financial institution or merchant shall not be considered an organization.
          “Point-of-sale terminal”, an electronic terminal located on the premises of a merchant when such terminal is used with the assistance of an employee of a merchant for a customer’s purchase or lease of goods or services sold or leased by such merchant or adjustments thereto or the receipt of cash by the customer which is ancillary to the customer’s purchase or lease of goods or services from such merchant; provided, however, that such terminal shall be deemed an electronic branch for the purposes of this chapter whenever it is used for any other electronic fund transfer, or for an electronic fund transfer involving a customer’s account held by an organization, or for an electronic fund transfer solely for customers of a single financial institution or bank holding company subject to chapter 167A or the federal Bank Holding Company Act of 1956, 12 U.S.C. section 1841 et seq.
          A credit union shall comply with the federal Electronic Fund Transfer Act, 15 U.S.C. section 1693 et seq. and the regulations promulgated thereunder; provided, however, the maximum liability of a consumer under 15 U.S.C. section 1693g shall be limited to $50.00.
          After a vote of its board of directors, a credit union, except as otherwise provided in this section, may purchase, establish, install, operate, lease or use individually or with any other financial institution or organization or share with any other financial institution or organization any number of manned or unmanned electronic branches at which a customer may make deposits, withdrawals, transfers of funds, obtain advances against preauthorized lines of credit, cash checks or pay obligations, and any number of point-of-sale terminals; provided, however, that withdrawals from such electronic branches, other than those located at an office of a credit union, shall be made only from a demand deposit account, negotiable withdrawal order account, or statement account or against a preauthorized line of credit; and provided, further that the credit union shall have applied for and obtained the approval of the commissioner for such electronic branch except that a credit union at whose office such electronic branch is located need not have applied for or obtained such approval. The commissioner shall approve such application if, in the commissioner’s opinion, such action will promote a sound banking system which provides for the needs of the people and business, encourages competition, discourages monopolies and does not ignore legislative policies.
          There shall be no geographical limitation on the location of electronic branches which a credit union may purchase, establish, install, operate, lease or use individually or with any other financial institution or organization or share with any other financial institution or organization; provided, however, that the site location for such electronic branches, other than an electronic branch located at an office of a financial institution or in another state, shall be subject to approval by, and regulation of, the commissioner. An electronic branch may be located in a mobile unit under such conditions and limitations as the commissioner, by regulation, shall establish.
          A credit union shall adopt and maintain safeguards to insure the safety of a customer using the electronic branch, to insure the safety of the funds, items and other information at the electronic branch and to assist in the identification of criminals. The commissioner may promulgate rules and regulations establishing minimum standards for such safeguards. Such safeguards shall be in place and operational at the time such electronic branch begins to transact business; provided, however, that such safeguards shall not apply to an electronic branch located at an office of a credit union.
          No such electronic branch located at other than the office of a credit union shall be manned or operated at any time by an employee of any financial institution, holding company of a financial institution or affiliate thereof, or any organization except on a temporary basis to instruct operators or customers, service the electronic branch or to use such electronic branch on said employee’s own behalf.
          SECTION 57.  Said chapter 171 is hereby further amended by striking out sections 78A and 78B, as appearing in the 2012 Official Edition, and inserting in place thereof the following section:-
          Section 78A.  Any 1 or more credit unions may merge or consolidate with 1 or more savings banks, as defined in section 1 of chapter 168, or 1 or more co-operative banks, as defined in section 1 of chapter 170, or 1 or more subsidiary banking institutions, as defined in section 1 of chapter 167H and section 4 of chapter 167I.
          SECTION 58.  The General Laws are hereby amended by striking out chapter 172, as so appearing, and inserting in place thereof the following chapter:-

          CHAPTER 172.
          TRUST COMPANIES

          Section 1.  (a) As used in sections 1 to 9, inclusive, of this chapter the words “board” or “board of bank incorporation” shall, unless the context clearly requires otherwise, mean a board consisting of the commissioner of banks, the commissioner of revenue and the state treasurer.
          (b)  As used in this chapter the following words shall, unless the context clearly requires otherwise, have the following meanings:-
          “Capital stock”, the sum of the par value of the preferred and common shares of capital stock, issued and outstanding.
          “Commissioner”, the commissioner of banks.
          “Common stock”, the shares of capital stock of a trust company, other than preferred stock.
          “Incorporators”, subscribers to the agreement of association for the purpose of forming a trust company under this chapter.
          “Officer”, any individual designated as such in accordance with the by-laws including, whether or not so designated, the president, vice-president, treasurer and the clerk or secretary, or any individual who performs the duties appropriate to those offices.
          “Stockholder”, a registered owner of shares of capital stock of a trust company.
          “Surplus account”, an account so designated on the books of a trust company and consisting of such amounts as shall be required by law or shall be transferred thereto by vote of the board of directors.
          “Trust company” or “corporation”, a trust company incorporated as such in the commonwealth.
          Section 2.  A trust company shall have all the powers expressly granted by law and whatever further incidental powers may fairly be implied from those expressly conferred and such as are reasonably necessary to enable it to exercise fully those powers according to common or accepted banking customs and usages.
          Section 3.  No person, other than a trust company, shall use the words “trust company”, even though said words may be separated by 1 or more other words, as part of the person’s or its name or in any representation describing the person’s or its business, powers, services or functions. Any person who violates this section shall be punished by a fine of $100 for each day during which such violation continues.
          Section 4.  A trust company shall upon its incorporation have such capital structure as the board of bank incorporation shall deem adequate. Such capital structure may vary by the board based on the application and business plan submitted. 
          Section 5.  Fifteen or more individuals who associate themselves by a written agreement to form a trust company may, upon compliance with sections 4 to 9, inclusive, become a corporation, with all the powers and privileges and subject to all the duties, restrictions and liabilities set forth in all general laws relating to such corporations. The agreement of association shall specifically state:
          (1)  That the incorporators associate themselves with the intention of forming a corporation;
          (2)  The name by which the corporation shall be known;
          (3)  The location of the principal office of the corporation, which shall be within the commonwealth;
          (4)  The purposes for which the corporation is formed and the nature of the business to be transacted;
          (5)  The amount and classes of its capital stock, and the number of shares into which any class is to be divided;
          (6)  the amount of the surplus account;
          (7)  the amount of the undivided profits account; and
          (8)  the name of each incorporator and the number of shares of capital stock, if any, which the individual agrees to take and the class or classes of such shares.
          The name of each incorporator shall be subscribed to the agreement of association.
          Section 6.  A notice of the intention of the subscribers to form such a trust company shall be given to the board of bank incorporation.
          A notice in such form as said board shall approve, shall be published at least once a week, for 3 successive weeks, in 1 or more newspapers designated by the board, and published in the city or town in which it is proposed to establish the trust company, or if there is no newspaper in such city or town, in a newspaper published in the city or town which is nearest to the proposed location. Such notice shall specify the names of the proposed incorporators, the name of the corporation and the location of the same.  The subscribers to said agreement shall apply to the board for a certificate that public convenience and advantage will be promoted by the establishment of such trust company. Such an application for a proposed trust company shall be accompanied by an investigation fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. In determining whether the public convenience and advantage will be promoted by the establishment of such trust company, the board shall consider the adequacy of its capital structure, the general character of its management, the adequacy of banking facilities in the area and the convenience and needs of the community to be served. The board may grant such certificate, which shall be deemed to be revoked if the applicants therefor do not become incorporated and begin business within 1 year after its date of issue. If the board refuses to issue such certificate, no further proceeding shall be taken by the applicant during the year next following the date of such refusal except with the approval of the board; provided, however, the applicant may renew the application as of right after 1 year from the date of such refusal, and may dispense with further notice or publication unless the board orders such notice or publication.
          Section 7.  The first meeting of the incorporators shall be called by a notice signed either by that incorporator who is designated in the agreement for the purpose, or by a majority of the incorporators, and such notice shall state the time, place and purposes of the meeting. A copy of the notice shall, at least 7 days before the day appointed for the meeting, be given to each incorporator or left at the incorporator’s residence or usual place of business, or deposited in the post office, postage prepaid, and addressed to the incorporator at such incorporator’s residence or usual place of business, and another copy thereof and an affidavit of 1 of the signers that the notice has been duly served shall be recorded with the records of the corporation. If all the incorporators shall, in writing endorsed upon the agreement of association, waive such notice and fix the time and place of the meeting, no notice shall be required. At such first meeting, or at any adjournment thereof, the incorporators shall organize by the choice by ballot of a temporary clerk who shall be sworn, by the adoption of by-laws and by the election in such manner as the by-laws may determine, of directors, a clerk or secretary, and such other officers as the by-laws may prescribe. The temporary clerk shall make and attest a record of the proceedings until the clerk or secretary has been chosen and sworn, including a record of such choice and qualification.
          Section 8.  The president, clerk or secretary and a majority of the directors as applicable elected at such first meeting shall make and sign under penalties of perjury articles of organization in duplicate, setting forth:
          (1)  a true copy of the agreement of association, the names of the incorporators thereto, and the name of each of the officers and directors as applicable of the company; and
          (2)  the date of the first meeting and the successive adjournments thereof, if any.
          One duplicate original of the articles so signed shall be submitted to the commissioner and the other, together with the records of the proposed corporation, to the state secretary, who shall examine the same, and who may require such amendment thereof or such additional information as the secretary may consider necessary. If the commissioner finds that the articles conform to the 4 preceding sections relative to the organization of the corporation and that section 6 has been complied with, the commissioner shall so certify and endorse the commissioner’s approval thereon. The articles shall be filed within 30 days thereafter in the office of the state secretary, who, upon receipt of a fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, said state secretary shall issue a certificate of incorporation in the following form:
          COMMONWEALTH OF MASSACHUSETTS
          Be it known that whereas (the names of the subscribers to the agreement of association) have associated themselves with the intention of forming a corporation under the name of (the name of the corporation), for the purpose (the purpose declared in the agreement of association), with a capital stock of (the amount fixed in the agreement of association), and have complied with the statutes of the commonwealth in such case made and provided, as appears from the articles of organization of said corporation, duly approved by the state secretary and recorded in this office: Now, therefore, I (the name of the state secretary), secretary of the commonwealth of Massachusetts, do hereby certify that said (the names of the subscribers to the agreement of association), their associates and successors, are legally organized and established as, and are hereby made, an existing corporation under the name of (name of the corporation), with the powers, rights and privileges, and subject to the limitations, duties and restrictions, which by the law appertain thereto.
          Witness my official signature hereunto subscribed and the great seal of the commonwealth of Massachusetts hereunto affixed, this day of in the year (the date of the filing of the articles of organization).
          The state secretary shall sign the certificate of incorporation and cause the great seal of the commonwealth to be thereto affixed, and such certificate shall have the force and effect of a special charter. The existence of every such corporation shall begin upon the filing of the articles of organization in the office of the state secretary. The state secretary shall also cause a record of the certificate of incorporation to be made, and such certificate, or such record, or a certified copy thereof, shall be conclusive evidence of the existence of such corporation.
          A bank may amend its articles of organization if approved by its board and submitted to and approved by the bank’s governing body except as provided in sections 10.05, 10.07 and 14.34 of chapter 156D. After approval by the board and governing body, the amendment shall be submitted to the commissioner for the commissioner’s endorsement thereon before delivering the amendment to the state secretary for filing.
          Section 9.  When all the capital stock has been issued, a list of the stockholders, with the name, residence and post office address of each, and the number of shares in each class held by each stockholder, shall be filed with the board of bank incorporation, which list shall be verified by the clerk of the corporation. Upon receipt of such list the board shall cause an examination to be made of the method of payment of the capital stock, of the personnel of the corporation, including the officers and directors thereof, and if, after such examination, it appears that the whole capital stock, surplus account and undivided profits account have been paid in cash, that all requirements of law have been complied with, that the bank is a member of the Federal Deposit Insurance Corporation, and that the qualifications of the personnel are satisfactory, the board shall, if satisfied that the public convenience and advantage will be promoted thereby, issue a certificate authorizing such corporation to begin the transaction of business. No such corporation shall begin the transaction of business until such a certificate has been granted.
          Section 9A.  After notice of intent, application and hearing as the commissioner may require and with the commissioner’s written permission and under conditions the commissioner may impose, the commissioner may, if satisfied that public convenience and advantage will be promoted and that competition among banking institutions will not be unreasonably affected, grant a certificate to establish a limited purpose trust company for the purpose of conducting trust and fiduciary business authorized under chapter 167G and other law applicable to a state-chartered bank; provided, however, that it shall have sufficient capital to support its business operations; provided further that any such limited purpose trust company shall not accept deposits, make loans or otherwise carry on a banking business in the commonwealth; and provided, further, that this section shall not apply to an attorney licensed to practice law in the commonwealth or to a person exercising trust or fiduciary powers in the commonwealth under lawful authority.
          A person seeking authority to establish a limited purpose trust company under this section shall file a notice and an application for a certificate with the commissioner, together with a fee, the amount of which shall be determined by the secretary of administration and finance pursuant to section 3B of chapter 7. The application shall include the following:
          (1)  the name under which the corporation will conduct business;
          (2)  the name of each officer of the corporation;
          (3)  the location of the principal office thereof which shall be within the commonwealth;
          (4)  the purpose for which the corporation is formed and the nature of the business to be transacted;
          (5)  the amount and classes of its capital stock, and the number of shares into which any class is to be divided; and
          (6)  such other information as the commissioner considers necessary.
          Upon receipt of the certificate from the commissioner, the corporation shall file its articles of organization with the state secretary and shall thereupon become eligible to conduct business; provided, however, the certificate shall be considered to be revoked if the corporation does not commence business within 1 year after the date of issuance thereof by the commissioner.
          In the transaction of business, a limited purpose trust company shall be subject to sections 10 to 13, inclusive, and other applicable sections of this chapter, section 36A of chapter 167, sections 13 and 14 of chapter 167I, and sections 2 to 6, inclusive, sections 8 to 11, inclusive, and sections 14 to 20, inclusive, of chapter 167J.
          A limited purpose trust company may establish and maintain a trust office or a representative trust office in any state other than the commonwealth. A company intending to establish a trust office or representative trust office in the other state shall file a notice with the commissioner. The notice shall be in a form prescribed by the commissioner and shall contain the name and address of the limited purpose trust company, the location of the proposed office and be accompanied by a copy of the resolution of its board of directors authorizing the establishment of the out-of-state office.
          The company may commence business at the out-of-state trust office or representative trust office upon the expiration of 30 days from the date the required notice is received by the commissioner; provided, however, the 30 day period may be extended by the commissioner upon notice in writing to the company that additional information is required to be submitted to the commissioner. For the purposes of this section, a “trust office” shall mean the business office of the limited purpose trust company at which its licensed business activities are transacted and “representative trust office” shall mean an office established by the company in order to market and solicit business and provide administrative support but at which, licensed business activities of the company could not be conducted.
          A limited purpose trust company, or any similar institution as determined by the commissioner, established under the laws of any other state or the United States, may, with the approval of the commissioner, establish and maintain an office in the commonwealth if the laws of the state in which such company or similar institution was established expressly authorize, under conditions no more restrictive than those imposed by the laws of the commonwealth, as determined by the commissioner, the establishment of an office in said state by a limited purpose trust company chartered in the commonwealth.
          The commissioner may establish rules and regulations necessary to carry out this section and to govern the affairs of the company, including an examination thereof by the commissioner. The regulations may specify which provisions of chapters 167 through 167G, chapters 183 and 184 and other laws of the commonwealth shall be applicable to any such limited purpose trust company.
          A limited purpose trust company may be merged, consolidated, converted, liquidated, dissolved or its charter cease to exist in such manner as the commissioner may prescribe and subject to such terms and conditions the commissioner may impose.
          Section 4 of chapter 167A relative to the Massachusetts Housing Partnership Fund shall apply to any subsequent transaction involving an unaffiliated entity and a limited purpose trust company that had converted from a trust company to a limited purpose trust company and that, but for such conversion, would have been subject to said section 4. The commissioner shall not approve any transaction subject to this paragraph until the commissioner has received notice from the Massachusetts Housing Partnership Fund that satisfactory arrangements have been made.
          Section 10.  Such corporation may adopt by-laws for the proper management of its affairs and as appropriate to exercise all powers necessary, convenient or incidental to the purposes for which the corporation was formed. The corporation may also establish regulations controlling the assignment and transfer of its shares. A majority in interest of the stockholders entitled to vote shall constitute a quorum at any meeting unless the by-laws require more than a majority.
          Section 11.  Stockholders entitled to vote may vote in person or by proxy. No proxy dated more than 6 months before the date of the meeting named therein shall be valid, and no proxy shall be valid after the final adjournment of such meeting. A proxy with respect to stock held in the name of 2 or more persons shall be valid if executed by any 1 of them unless at or prior to the exercise of the proxy such corporation receives a specific written notice to the contrary from any 1 of them. A proxy purporting to be executed by or on behalf of a stockholder shall be deemed valid unless challenged at or prior to its exercise and the burden of proving invalidity shall rest on the challenger. Except as otherwise provided in the articles of organization or by-laws of the corporation, special meetings of the stockholders may be called pursuant to section 7.02 of chapter 156D.
          Section 12.  The business of such corporation shall be managed by a board of not less than 7 nor more than 25 directors. A majority of the directors shall be citizens of the commonwealth and residents therein. The directors shall be elected, in such manner as is provided in the by-laws, by the stockholders at their annual meeting or at a special meeting called for the purpose; provided, however, that if the by-laws so prescribe, a number of directors, not exceeding 2, may be elected by vote of a majority of the directors then in office. The directors shall hold office for such term, not exceeding 3 years, as is provided in the by-laws and until their successors are selected and have qualified. A director shall be eligible for reelection. Any vacancy in the board may be filled by appointment by the remaining directors and any director so appointed shall hold the office until the next election.
          Each director shall own, in the director’s own right and free of any lien or encumbrance, common stock, either of such corporation or of a company owning 75 per cent or more of the stock of such corporation, having a par value, or a fair market value on the date the person became a director, of not less than $1,000.  Any director who ceases to be the owner of the required number of shares of stock, or who becomes in any other manner disqualified, shall vacate the office forthwith. Each director, when appointed or elected, shall take an oath that the director will faithfully perform the duties of the office and that the director is the owner, in the director’s own right and free of any lien or encumbrance, of the amount of stock required by this section. The oath shall be taken before a notary public or justice of the peace, and a record of the oath shall be made a part of the records of such corporation.
          The office of any 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 director whose office is so vacated shall again be eligible to serve as 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 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.
          In determining what a director reasonably believes to be in the best interests of such corporation, in considering proposed business combinations, as defined in paragraph (c) of section 3 of chapter 110F, a director may consider the interests of the corporation’s employees, suppliers, creditors and customers, the economy of the state, region and nation, community and societal considerations, and the long-term and short-term interests of the corporation and its stockholders, including the possibility that these interests may be best served by the continued independence of the corporation.
          Each such corporation shall have an executive committee of not less than 3 members, who shall be elected by and from the directors and shall hold office during their pleasure. An executive committee may take any action that could be taken by the board of directors except that an executive committee may not: (1) authorize dividends or other distributions to shareholders; (2) approve or propose to the corporation’s shareholders actions that require the approval of the corporation’s shareholders; (3) change the number of members of the board of directors, remove directors from office or fill vacancies on the board of directors; (4) amend the corporation’s articles of organization; (5) adopt, amend or repeal the corporation’s by-laws; (6) authorize or approve reacquisition of shares of capital stock, except according to a formula or method prescribed by the board of directors; (7) take any action specifically required by law or regulation to be taken by the entire board of directors; or (8) approve a transaction described in section 8 of chapter 167I.
          Section 13.  The clerk or secretary shall be elected by the stockholders at their annual meeting or at a special meeting duly called for the purpose.
          The president shall be elected by and from the board of directors and shall be chairman thereof unless the board designates a director in lieu of the president to be chairman. The directors shall elect the treasurer and any other officers including an executive vice president.  The president as may be required or permitted by law or by-law may select other officers. The officers elected by the board shall hold their respective offices during the pleasure of the directors. The directors may fill a vacancy in the office of clerk or secretary until the next meeting of the stockholders.
          Section 14.  Subsection (a) to (e), inclusive, shall apply to meetings of the board and its committees.
          (a)  The board of directors shall meet at intervals, not less frequent than quarterly; provided, however, upon application in writing by the corporation, the commissioner may waive or modify this requirement. Unless the articles of organization, the by-laws, or a resolution by the board otherwise provide, members of the board of directors or a committee designated thereby may participate in a meeting of the 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 those means shall constitute presence in person at a meeting. Members may transmit written authorizations that may be required during the meeting by electronic facsimile or other commercially acceptable transmission.
          (b)  Unless the articles of organization or bylaws provide that action required or permitted by this chapter or any other general law to be taken by the directors shall be taken only at a meeting, the action may be taken without a meeting if the action is taken by the unanimous consent of the members of the board of directors. The action must be evidenced by 1 or more consents describing the action taken, in writing, signed by each director, or delivered to the corporation by electronic transmission, to the address specified by the corporation for the purpose or, if no address has been specified, to the principal office of the corporation, addressed to the secretary or other officer or agent having custody of the records of proceedings of directors, and included in the minutes or filed with the corporate records reflecting the action taken.
          (c)  Action taken under this section is effective when the last director signs or delivers the consent, unless the consent specifies a different effective date.
          (d)  A consent signed or delivered under this section has the effect of a meeting vote and may be described as such in any document.
          (e)  This section shall also apply to committees and their members.
          SECTION 59.  Section 2 of chapter 183C of the General Laws, as so appearing, is hereby amended by striking out, in lines 5 and 6, the words “Federal Reserve Board” and inserting in place thereof the following words:- federal Bureau of Consumer Financial Protection.
          SECTION 60.  Said section 2 of said chapter 183C, as so appearing, is hereby further amended by striking out, in line 31, the words “12 C.F.R. 226.32(a)(1)(i)” and inserting in place thereof the following words:- 12 C.F.R. 1026.32(a)(1)(i).
          SECTION 61.  Said section 2 of said chapter 183C, as so appearing, is hereby further amended by striking out, in line 68, the words “226.4 (a) and 226.4 (b)” and inserting in place thereof the following words:- 1026.4(a) and 1026.4(b).
          SECTION 62.  Said section 2 of said chapter 183C, as so appearing, is hereby further amended by striking out, in line 72, the words “226.4(c)(7)” and inserting in place thereof the following words:- 1026.4(c)(7).
          SECTION 63.  Said section 2 of said chapter 183C, as so appearing, is hereby further amended by striking out, in line 100, the words “226.4(d)(2)” and inserting in place thereof the following words:- 1026.4(d)(2).
          SECTION 64.  Section 1 of chapter 255F of the General Laws, as so appearing, is hereby amended by striking out, in lines 17 and 18, the words:-  the Director of the Office of Thrift Supervision,.

Approved, January 7, 2015.