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17:9A-27. Effect of exercise of certain powers; disclosure of information by commissioner
A. The authority by this act granted to exercise the powers specified in paragraphs (6), (7) and (8) of section 24, paragraph (12) of section 25, and paragraphs (4) and (5) of section 26, shall not exempt a bank or savings bank from any of the provisions of this act, except when the application of any provision of this act would prevent the exercise of such powers, and then only to the extent necessary to enable such bank or savings bank to comply with the conditions imposed by federal legislation or rules and regulations lawfully promulgated thereunder for the exercise of such powers. If any benefit or privilege made available to a bank or savings bank by paragraphs (6), (7) and (8) of section 24, paragraph (12) of section 25, and paragraphs (4) and (5) of section 26 is restricted or prohibited because of one or more limitations contained in this act or in any law prescribing or limiting interest rates, or in any other law of this State, such limitations shall be inapplicable to the extent necessary to permit the full exercise of such benefit or privilege.
B. In order to facilitate the qualification of a bank or savings bank to exercise the powers specified in paragraphs (6), (7) and (8) of section 24, paragraph (12) of section 25, and paragraphs (4) and (5) of section 26, the commissioner may disclose to any federal corporation or authority charged with the duty of determining such qualifications, such information as he may have in reference to the business and affairs of such bank or savings bank.
L.1948, c. 67, p. 215, s. 27.
17:9A-27.2. Title insurance; safe deposit boxes; banks engaged in business before September 16, 1948
Every bank, as defined in the act to which this act is a supplement, which had been engaged in business prior to September sixteenth, one thousand nine hundred and forty-eight, was authorized to, and did, examine and insure titles to real property and rent safe deposit boxes, and was so engaged on said date, shall be entitled to continue and is authorized to, examine and insure titles to real property, and rent safe deposit boxes, notwithstanding any provision or provisions to the contrary in the act to which this act is a supplement.
L.1949, c. 108, p. 439, s. 1.
17:9A-27.3. Definitions
As used in this act, unless the context otherwise requires,
(a) ~commissioner~ means the Commissioner of Banking and Insurance of New Jersey;
(b) ~bank~ includes banks and savings banks;
(c) ~board of directors~ includes the board of directors of a bank, and the board of managers, or the board of trustees, of a savings bank, but excludes the executive committee of a bank or savings bank:
(d) ~predecessor bank~ includes
(1) a predecessor bank and a predecessor savings bank as defined in section 16 of the act to which this act is a supplement; and
(2) a bank, savings bank and national bank which has been or shall be merged into or consolidated with a bank or savings bank, as the case may be; and
(3) a bank, savings bank and national bank all or a part of whose business has been or shall be taken over by a bank or savings bank, as the case may be;
(e) ~successor bank~ includes
(1) a successor bank and a successor savings bank as defined in section 16 of the act of which this act is a supplement; and
(2) a bank and a savings bank into which or with which a bank or banks, savings bank or savings banks, and national bank or national banks have merged or consolidated, or shall merge or consolidate; and
(3) a bank and a savings bank which has taken over or shall take over all or a part of the business of a bank or banks, savings bank or savings banks, or national bank or national banks;
(f) ~plan~ and ~retirement plan~ mean a plan which provides for the retirement of officers and employees of a bank or a savings bank, and for the payment to them for life, or for a stated time, of retirement benefits;
(g) ~fund~ and ~retirement fund~ mean,
(1) a fund accumulated or set aside pursuant to paragraphs (a) or (b) of section 8 of this act; and
(2) a fund to which contributions are made pursuant to paragraphs (d) and (e) of section 8 of this act; and
(3) group annuity or insurance contracts, or both, purchased pursuant to paragraphs (a), (b), (c) or (e) of section 8 of this act;
(h) ~employee~ means persons employed by a bank, and includes officers of a bank;
(i) ~subsidiary~ means a corporation at least two-thirds of whose outstanding capital stock or securities having voting rights are owned by a bank, and also means an association, trust or other entity in which a bank owns at least a two-thirds interest.
L.1953, c. 124, p. 1311, s. 3.
17:9A-27.4. Adoption of plan; scope of plan
A. If the original or amended certificate of incorporation of a bank other than a savings bank so provides, a plan or plans may be adopted and maintained by such bank pursuant to resolution of its board of directors; otherwise, such bank may adopt and maintain a plan or plans only with the approval of a majority in interest of its stockholders.
B. A savings bank may adopt and maintain a plan or plans pursuant to a resolution of its board of managers.
C. The officers and employees of a subsidiary of a bank may be included in a retirement plan of a bank with the same effect as if such officers and employees were employed by the bank, or upon such other terms and provisions as the plan may provide; but, in such case, all employer contributions and other employer charges required to be made or paid to a fund by reason of the inclusion of the officers and employees of a subsidiary shall be made or paid by the subsidiary.
L.1953, c. 124, p. 1312, s. 4. Amended by L.1962, c. 234, s. 1, eff. Feb. 9, 1963.
17:9A-27.5. Provisions of plans
In addition to the objects stated in paragraph (f) of section 3 of this act, and in addition to those provisions which are elsewhere in this act required or permitted to be included in a plan, and without limitation as to the nature and scope of the provisions which a plan may contain, a plan may make provision for 1 or more of the following, to the extent that they are consistent one with the other:
(1) rights, privileges, options and benefits, to accrue or to be exercised by the employee, or by a beneficiary or beneficiaries designated by the employee, when employment terminates otherwise than by retirement, including provision for the payment of a death benefit if death occurs before retirement;
(2) the designation by the employee of a person as a joint annuitant, or as a joint and survivor annuitant;
(3) the designation by the employee of a person or persons as beneficiaries to receive payment of a sum or sums, or to exercise an option or options, after the happening, before or after retirement, of a contingency or contingencies specified in the retirement plan, including the death of the employee within a specified period after retirement begins, or the death of the employee after retirement begins but before the receipt by him of a stated or ascertainable sum in retirement benefits;
(4) the continued employment or re-employment by the bank of employees or former employees who are receiving retirement benefits under a plan maintained by the bank;
(5) any further provisions which the bank may choose to make, and which are not prohibited by law.
L.1953, c. 124, p. 1313, s. 5. Amended by L.1962, c. 234, s. 2.
17:9A-27.6. Contributions
A plan may provide that the contributions or other charges required to be made or paid to the fund out of which, or by means of which, retirement benefits are payable, shall be made or paid only by the bank, or in part by the bank and in part by the employees of the bank.
L.1953, c. 124, p. 1313, s. 6.
17:9A-27.7. Alteration and rescission of plan
A. A plan maintained by a savings bank may, subject to the provisions of section 22 of this act, be rescinded, or may be altered from time to time in the manner provided by such plan, and in the absence of such provision, by resolution of the board of managers.
B. A plan maintained by a bank other than a savings bank may be rescinded, and may be altered in a manner which is not substantial, pursuant to resolution of the board of directors.
C. If the original or amended certificate of incorporation of a bank, other than a savings bank, so provides, a plan may be altered by resolution of the bank@s board of directors, whether or not the alteration is substantial; otherwise, a bank may make a substantial alteration in a plan only with the approval of a majority in interest of its stockholders.
D. For the purposes of this act, an alteration in a plan is substantial when it provides for (1) the payment, in whole or in part at the cost of the bank, of benefits greater than those specified in the plan; or (2) the retirement of employees at an age earlier than that specified in the plan; or (3) a decrease in the period of employment specified in the plan to qualify an employee to receive retirement benefits.
L.1953, c. 124, p. 1313, s. 7. Amended by L.1962, c. 234, s. 3, eff. Feb. 7, 1963.
17:9A-27.8. Methods of effecting plans
A plan may be effected and maintained through
(a) a fund accumulated from the income of a bank, or set aside out of surplus, out of which retirement benefits may be paid directly, or which may be used, in whole or in part, for the purchase of annuity or insurance contracts, or both; or
(b) A trust fund or funds accumulated or set aside and administered for the purposes and in the manner provided by paragraph (a) of this section, to be held in trust by the bank or by a trustee or trustees designated by the bank, and which shall not be subject to any law against perpetuities, restraints on alienation, or perpetual accumulations; or
(c) the purchase of group annuity or insurance contracts, or both; or
(d) a fund accumulated by contributions made thereto by two or more corporations which are banks, savings banks or national banks of this State or of any other State, pursuant to a retirement system created under the laws of this State or of the State of New York, limited in membership to such corporations and providing for the retirement of officers and employees of such corporations; or
(e) a plan (1) which is administered by a corporation not for pecuniary profit organized under the laws of this State, (2) in which two or more banks, savings banks or national banks, participate or are members; and (3) which is underwritten by a group annuity contract issued by a life insurance company authorized to transact business in this State.
L.1953, c. 124, p. 1313, s. 8.
17:9A-27.9. Eligibility for retirement benefits
An employee shall be eligible to begin receiving retirement benefits at such age as shall be specified in a retirement plan.
L.1953, c. 124, p. 1314, s. 9. Amended by L.1968, c. 37, s. 1, eff. May 9, 1968.
17:9A-27.10. Disposition of contributions of employee
Every plan shall provide that, upon termination of employment of an employee for any cause other than retirement pursuant to such plan, or upon the death of such employee prior to such retirement, all contributions made by such employee pursuant to such plan shall be repaid to such employee, or to a beneficiary or beneficiaries designated by him. A plan may provide that such employee shall have the option of receiving the return of his contributions in cash, or in the form of an annuity payable in such manner and subject to such conditions as may be prescribed by such plan, and such provision shall constitute a compliance with this section.
L. 1953, c. 124, p. 1315, s. 10.
17:9A-27.11. Disposition of contributions of employer
A plan may, but need not, provide that, upon termination of employment of an employee for any cause specified in such plan, other than retirement pursuant to such plan, or upon the death of such employee prior to retirement, all or part of the contribution made by the bank on behalf of such employee, shall be paid, in the manner provided by such plan, to such employee, or to a beneficiary or beneficiaries designated by him.
L.1953, c. 124, p. 1315, s. 11.
17:9A-27.12. Rights of creditors of bank
No depositor or other creditor of any bank shall have any right in or claim against any retirement fund authorized by this act.
L.1953, c. 124, p. 1315, s. 12.
17:9A-27.15. Determination of eligibility for retirement
In determining the eligibility for retirement of an employee of a bank, a plan may provide that (a) the period or periods during which the employment of such employee by such bank shall, in time of war or emergency, be or have been interrupted by service in the military or naval service of the United States or of this State, or in the Coast Guard or Merchant Marine of the United States, or in any auxiliary or reserve corps serving therewith, or by engagement in any war work by enlistment or induction under any selective service or similar statute, or, with leave of such bank, by engagement in any war relief, social service or other activity related to war conditions, or in time of peace, by absence on leave and engagement in training or temporary service of a similar character, and (b) a period not exceeding 3 months after termination of such service or engagement, and (c) a period not exceeding 1 year of incapacity as a result of such service or engagement, shall be included in the period of such employee@s employment in such bank.
L.1953, c. 124, p. 1316, s. 15. Amended by L.1968, c. 37, s. 2, eff. May 9, 1968.
17:9A-27.16. Eligibility for retirement; permissive provisions
A. In determining the eligibility for retirement of an employee, a plan may provide that (a) the period during which such employee was employed by a predecessor bank, and by a bank, savings bank or national bank toward which such predecessor bank stands in the relation of a successor bank; and (b) the period during which such employee was employed by a subsidiary, shall be included in the period of such employee@s employment in such bank.
B. In determining the eligibility for retirement of an employee, a plan may provide that a period during which such employee was employed by an employer other than the bank, a predecessor bank, or a subsidiary, shall be included in the period of such employee@s employment in such bank.
L.1953, c. 124, p. 1316, s. 16. Amended by L.1968, c. 37, s. 3, eff. May 9, 1968.
17:9A-27.17. Disposition of plans of predecessor bank
A. A successor bank may, with the approval of the commissioner,
(a) continue any existing plan or plans, or fund or funds maintained or participated in by a predecessor bank or banks, in the same manner that such plan or plans, or fund or funds were maintained or participated in by such predecessor bank or banks, or as altered by the successor bank;
(b) modify, alter or rescind any existing plan or plans or fund or funds maintained or participated in by any predecessor bank;
(c) adopt and maintain a new plan or plans, or fund or funds for those employees or any predecessor bank or banks, who continue as employees of the successor bank, or establish a separate plan or fund, or separate plans or funds for such employees within a plan or fund, if any, maintained by the successor bank;
(d) combine two or more plans or funds maintained or participated in by each of two or more predecessor banks, or combine one or more of such plans or funds, with a plan or fund, if any, maintained by it;
(e) do such other acts in respect to a plan or plans or fund or funds maintained or participated in by a predecessor bank or banks, as may be necessary or desirable.
B. For the purposes of this act, the employees of each predecessor bank, or of one or more predecessor banks, who become employees of the successor bank, may constitute an independent employee unit or units within the successor bank.
C. When, pursuant to this act, a bank maintains more than one plan or fund, it shall be optional with the bank to determine which of such plans or funds shall include particular groups or units of employees.
L.1953, c. 124, p. 1317, s. 17.
17:9A-27.18. Attachment and garnishment
Any retirement benefit shall be subject to execution, attachment, garnishment or other legal process to the extent and by the same procedure as provided by law in respect to execution upon or garnishment of wages or other earnings. No such benefit shall be assignable or subject to advancement, but, in the discretion of the board of directors, all or a part thereof may be paid in accordance with the written order of a retired employee, or, in the case of his disability, may be applied by the bank for his use or benefit or for that of his dependents.
L.1953, c. 124, p. 1318, s. 18.
17:9A-27.19. Delegation of administration of plan
The board of directors may delegate the administration of any plan or fund to its executive committee or to a pension committee appointed by it.
L.1953, c. 124, p. 1318, s. 19.
17:9A-27.20. Continuance of payments
A bank which, on the effective date of this act, is paying an employee a retirement benefit, pension or disability benefit not contrary to law in effect at the time of his retirement or disability, is authorized to continue the payment thereof.
L.1953, c. 124, p. 1318, s. 20.
17:9A-27.21. Continuance of prior plans
A bank which, on the effective date of this act, maintains or participates in a retirement plan or fund not contrary to law in effect at the time of the adoption of or any alteration of such plan or fund, is authorized to continue to maintain or participate in such plan or fund and it may alter such plan or fund from time to time in a manner not inconsistent with the provisions of this act.
L.1953, c. 124, p. 1318, s. 21.
17:9A-27.22. Approval of commissioner of adoption or alteration of plan
A. Every plan hereafter adopted by a savings bank or hereafter substantially altered by a savings bank within the meaning of subsection D of section 7 of this act, shall, before it or such alteration is placed in operation, be submitted to the commissioner for his approval.
B. The commissioner may disapprove such plan or alteration thereof if he shall find (1) that it does not conform to law, or (2) that its adoption or alteration would be hazardous to the savings bank, or (3) that its provisions are unfair or inequitable, or (4) that the cost thereof to the savings bank is excessive or unreasonable, considering the current earnings of the savings bank, and the savings bank@s current deposits, surplus, undivided profits and reserves.
C. The commissioner may, from time to time, make such orders in respect to the maintenance and administration of a plan as, in his judgment, the condition of the savings bank may require.
L.1953, c. 124, p. 1319, s. 22. Amended by L.1962, c. 234, s. 6, eff. Feb. 9, 1963.
17:9A-27.23. Additional powers
In addition to the powers conferred by the preceding sections of this act, a bank shall have power to do all, or some, or 1 of the following, whether or not such bank maintains a retirement plan or fund:
(1) pay premiums for insurance on the lives or health of its employees, under policies commonly known as group insurance policies;
(2) pay premiums on behalf of its employees and their dependents, for hospitalization or hospital service insurance and for surgical and medical service insurance;
(3) pay reasonable amounts to aid present or former employees who are disabled by accident, illness or otherwise;
(4) pay salaries or wages in whole or in part, to employees who are disabled by accident, illness or otherwise;
(5) pay the reasonable cost of educational and recreational facilities for employees, or for the promotion of their health and general welfare.
L.1953, c. 124, p. 1319, s. 23. Amended by L.1962, c. 234, s. 7.
17:9A-27.24. Retirement benefits not paid pursuant to plan
A. A bank which maintains a retirement plan may pay
(1) retirement benefits in reasonable amounts to employees whose employment has heretofore terminated or shall hereafter have terminated, and who are not entitled, for any reason, to receive payment of benefits under a retirement plan in operation; and
(2) reasonable amounts to employees whose employment has heretofore terminated or shall hereafter have terminated, and who are entitled to receive payment of retirement benefits under a retirement plan in operation, but whose benefits under such plan are, in the opinion of the board of directors, inadequate.
B. A bank which maintains no retirement plan, may pay retirement benefits in reasonable amounts to employees whose employment has heretofore terminated or shall hereafter have terminated. A bank may make any payment pursuant to this subsection which it could lawfully make if it maintained a plan under this act.
L.1953, c. 124, p. 1320, s. 24. Amended by L.1962, c. 234, s. 8; L.1968, c. 37, s. 4, eff. May 9, 1968.
17:9A-27.25. Powers of commissioner
If it shall appear to the commissioner that any payment made by any bank for any benefit provided for by sections 23 or 24 of this act is excessive as to any one or more or all employees of a bank, he shall have power to order that any payment thereafter made by such bank for such benefit or benefits shall be reduced to such amount as he shall deem reasonable. An order made pursuant to this section shall be subject to review in a proceeding in lieu of prerogative writ.
L.1953, c. 124, p. 1320, s. 25.
17:9A-27.26. Approval by commissioner
Whenever, under the provisions of this act, the approval of the commissioner is required, written application for such approval shall be made to the commissioner in such form as he may prescribe. The commissioner shall, within 60 days after the receipt by him of such application, approve or disapprove it, and shall notify the applying bank in writing of his determination, stating his reasons in any case where he disapproves. The disapproval of the commissioner of any application made pursuant to this section shall be subject to review in a proceeding in lieu of prerogative writ.
L.1953, c. 124, p. 1321, s. 26. Amended by L.1962, c. 234, s. 9, eff. Feb. 9, 1963.
17:9A-27.27. Short title
This act may be cited as the Banks@ and Savings Banks@ Officers@ and Employees@ Retirement and Benefit Act.
L.1953, c. 124, p. 1321, s. 27.
17:9A-27.50. Stock option plan
a. Subject to the limitations prescribed by this act, a bank may grant options to purchase shares of its capital stock to its officers and employees, and to the officers and employees of any subsidiary, without first offering the same to its stockholders, for a consideration in cash of not less than the higher of par value or 85% of the fair market value of the shares at the time the options are granted, pursuant to the terms of a stock option plan which has been previously adopted by its board of directors and approved by the holders of two-thirds of the capital stock of the bank entitled to vote. A stock option plan adopted and approved as provided herein may contain any provisions which the bank may choose to make and which are not prohibited by law. The number of shares which may be issued or purchased pursuant to any one stock option plan shall not exceed 5% of the amount of outstanding shares of the capital stock of the bank at the time of the adoption of the plan, but there may be more than one stock option plan in effect at the same time, provided that the total number of shares of stock subject to all existing stock option plans may not exceed 10% of the amount of the outstanding shares of the capital stock of the bank. In the absence of actual fraud in the transactions, and within the limits of the particular stock option plan under which a stock option is issued, the judgment of the board of directors as to the consideration for the issuance of such options and the sufficiency thereof, and as to the recipients of the options, shall be conclusive.
b. In addition to, or as an alternative to, adopting a stock option plan pursuant to paragraph a. of this section, a bank may adopt any form of stock option plan which is an Incentive Stock Option as defined in section 422A of the Internal Revenue Code or an Employee Stock Purchase Plan as defined in section 423 of the Internal Revenue Code, provided that the additional or alternative plan shall be adopted by the board of directors and approved by the holders of two-thirds of the capital stock of the bank entitled to vote.
L. 1964, c. 202, s. 1. Amended by L. 1985, c. 528, s. 15, eff. Jan. 21, 1986.
17:9A-27.51. Filing copy of plan and certificate of adoption and approval
Before any stock option plan shall be placed in operation, a copy thereof shall be filed in the Department of Banking and Insurance, together with a certificate made by 2 officers, one of whom shall be the president or a vice-president, stating that the plan has been adopted and approved in accordance with section 1.
L.1964, c. 202, s. 2.
17:9A-27.52. Provision in certificate of incorporation for authorized but unissued shares of capital stock
In order to have shares of its capital stock available for the purposes of this act, a bank may provide in its certificate of incorporation, or an amendment thereof, for authorized but unissued shares of its capital stock. An amendment of the certificate of incorporation for such purpose shall be made in the manner provided by Article 19 of the act of which this act is a supplement. Such authorized but unissued shares of capital stock of the bank shall not become issued and fully paid shares of the capital stock of the bank until the option or options to which the shares of stock are subject have been exercised, and such shares of capital stock shall not become part of the capital stock of the bank except for the purposes hereof until such time as such shares of stock have been issued and paid for in cash.
L.1964, c. 202, s. 3.
17:9A-27.53. Certificate of bank; findings of commissioner; approval
A. Prior to the date of the issuance of authorized and unissued shares of the capital stock of a bank for the purposes of this act, a certificate made by 2 officers of the bank, one of whom shall be the president or a vice-president, shall be filed in the Department of Banking and Insurance, stating:
(1) The date upon which the stock option plan was adopted by the board of directors and approved by the stockholders as hereinabove provided;
(2) The date upon which the option or options were granted pursuant to such stock option plan;
(3) The consideration paid for the purchase of the stock;
(4) The fair market value of the shares of capital stock subject to the option on the date the option was granted;
(5) The amount of the shares of the capital stock of the bank to be issued;
(6) The amount of the capital stock and surplus of the bank after the exercise of such option and the issuance of capital stock pursuant thereto.
B. If the Commissioner of Banking and Insurance finds that the certificate of incorporation of the bank, or an amendment thereof, provides for authorized but unissued shares of the capital stock of the bank for the purposes of this act, and if he finds from the certificate filed pursuant to subsection A of this section, that the issuance of such stock conforms to the provisions of this act, he shall endorse his approval upon the certificate and shall file it in the Department of Banking and Insurance. A certificate filed in the department pursuant to this subsection shall be deemed for all purposes to be an amendment of the certificate of incorporation of the bank to the same effect as if it had been authorized, executed, approved and filed in the department pursuant to Article 19 of the act of which this act is a supplement.
L.1964, c. 202, s. 4.
17:9A-27.54. Short title
This act may be cited as the Bank Officers and Employees@ Stock Option Plan Act.
L.1964, c. 202, s. 5.
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