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17:9A-8. Capital deposits; payment
Capital deposits; payment.
A. The capital deposits in every savings bank hereafter organized shall amount to not less than:
(1) $100,000.00, if the population of the municipality wherein the principal office of the savings bank is to be located does not exceed 10,000;
(2) $150,000.00, if such population exceeds 10,000 but does not exceed 50,000;
(3) $200,000.00, if such population exceeds 50,000 but does not exceed 100,000;
(4) $300,000.00, if such population exceeds 100,000 but does not exceed 200,000;
(5) $500,000.00, if such population exceeds 200,000; provided, that if the certificate of incorporation states that the savings bank shall be authorized to exercise any of the powers specified in section 28, its capital deposits shall not be less than $500,000.00.
B. The savings bank shall be liable to the depositors or their legal representatives or assigns for the amount of the capital deposits respectively paid in by them, which shall be repaid to them subject to such regulations as are applicable to other deposits and which shall be entitled to interest and dividends at the same rate and under the same regulations as are applicable to other deposits; provided, that, until such time as the surplus of the savings bank shall amount to not less than the original capital deposits, or 5% of other regular deposits, whichever is greater, no part of the capital deposits, other than interest or dividends thereon, may be withdrawn, and until such time, the capital deposits shall be subordinate to all other deposits and liabilities of the savings bank. When the surplus shall equal the amount in this subsection specified, the capital deposits may be withdrawn or transferred to regular deposits accounts in such amounts from time to time as shall not reduce the surplus below the amount so specified.
L. 1948, c. 67, s.8. Amended by L. 1965, c. 171, s. 15; 1987, c. 201, s. 29.
17:9A-8.1. Definitions
For the purposes of this act:
a. ~Capital stock savings bank~ means a savings bank organized or converted pursuant to this act;
b. ~Commissioner~ means the Commissioner of Banking;
c. ~Department~ means the Department of Banking.
L.1982, c. 9, s. 1, eff. March 4, 1982.
17:9A-8.2. Capital stock savings bank incorporation
Nine or more persons, over the age of 18 years, may incorporate a capital stock savings bank in this State on the terms and provisions prescribed by this act. They shall execute and acknowledge a certificate of incorporation stating:
a. The name by which the capital stock savings bank shall be known;
b. The street, street number, if any, and municipality in which the principal office of the capital stock savings bank is to be located;
c. The amount of the capital stock, the number of shares into which it is divided, and the par value of each share;
d. The amount of surplus with which the capital stock savings bank will commence business;
e. The names and addresses of the incorporators;
f. The number of directors, or that the number of directors shall be not less than a stated minimum or more than a stated maximum;
g. The names of the persons who will serve as directors until their successors are elected and qualify;
h. Any fiduciary powers that the capital stock savings bank shall be authorized to exercise; and
i. Any other provisions, not inconsistent with this act, which the incorporators choose to insert for the regulation of the business and affairs of the capital stock savings bank.
The certificate of incorporation may provide that a director or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the capital stock savings bank or its stockholders for damages for breach of any duty owed to the capital stock savings bank or its stockholders, except that such provision shall not relieve a director or officer from liability for an act or omission (a) in breach of such person@s duty of loyalty to the capital stock savings bank or its stockholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. If such a provision is not included in the original certificate of incorporation, it may be added by an amendment effected in accordance with section 117 of P.L. 1948, c. 67 (C. 17:9A-117). As used in this section, an act or omission in breach of a person@s duty of loyalty means an act or omission which that person knows or believes to be contrary to the best interests of the capital stock savings bank or its stockholders in connection with a matter in which he has a material conflict of interest.
L. 1982, c. 9, s. 2; amended 1987,c.35,s.8; 1989,c.17,s.6.
17:9A-8.3. Capital stock; reserve fund; surplus
The capital stock for every capital stock savings bank hereafter organized shall be the amount required for banks pursuant to the provisions of section 4 of P.L.1948, c. 67 (C. 17:9A-4). Every capital stock savings bank shall, on its organization, establish a fund at least equal to 5% of its capital stock as a reserve fund for organization expense. Organization expense shall mean all lawful expense incurred prior to the commencement of business. Any unexpended balance in the fund shall be credited to undivided profits. The par value of the shares of the capital stock issued by any savings bank shall not be less than $2.00 per share. Every capital stock savings bank shall commence business with a surplus at least equal to 20% of its capital stock.
L.1982, c. 9, s. 3, eff. March 4, 1982.
17:9A-8.4. Application for charter; provisions governing
Application for a charter, a hearing thereon, and approval by the commissioner shall be governed by the provisions of Article 4 of P.L.1948, c. 67 (C. 17:9A-9 et seq.).
L.1982, c. 9, s. 4, eff. March 4, 1982.
17:9A-8.5. Provision for authorized but unissued stock
5. a. A capital stock savings bank may, in its original or amended certificate of incorporation, make provision for authorized but unissued stock. This stock may, with the approval of the commissioner, be issued for those purposes, in addition to the purposes expressly authorized by law, and for any consideration which the board of directors may determine. So long as this stock remains unissued, it shall not constitute capital stock for the purposes of the act to which this act is a supplement.
b. Prior to the time when authorized but unissued shares are issued by a capital stock savings bank, a certificate of amendment made by two officers of the savings bank, one of whom shall be the president or a vice-president, shall be filed with the department. The certificate of amendment shall state: (1) the amount of the authorized but unissued stock which will be issued; (2) the consideration which will be received by the capital stock savings bank on the issuance of the stock; (3) the date the stock will be issued; (4) the amount of the capital stock which will be outstanding; and (5) the amount of surplus after giving effect to the issue. A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or disapproved earlier by the commissioner in writing. Upon approval pursuant to this section, the certificate of incorporation shall thereupon be amended as set forth in the certificate of amendment. The commissioner may disapprove a filing if the commissioner finds that the issuance of the stock will be in violation of law or contrary to the public interest or that the capital stock savings bank@s original or amended certificate of incorporation does not provide for authorized but unissued stock. A certificate filed with the department pursuant to this section shall be deemed for all purposes to be an amendment of the certificate of incorporation.
c. A capital stock savings bank may issue preferred stock in accordance with the provisions of Article 20 of P.L.1948, c. 67 (C. 17:9A-124 to 17:9A-130).
L.1982,c.9,s.5; amended 2000, c.69, s.12.
17:9A-8.6. Certificate of incorporation; amendments; provisions governing
Amendments to the certificate of incorporation of a capital stock savings bank shall be effected pursuant to the provisions of Article 19 of P.L.1948, c. 67 (C. 17:9A-116 to 17:9A-123).
L.1982, c. 9, s. 6, eff. March 4, 1982.
17:9A-8.7. Bylaws; powers of stockholders; provisions governing
The stockholders of a capital stock savings bank shall have the power to make, alter and repeal bylaws pursuant to the provisions of Article 16 of P.L.1948, c. 67 (C. 17:9A-76 to 17:9A-78).
L.1982, c. 9, s. 7, eff. March 4, 1982.
17:9A-8.8. Annual meetings; voting rights and liability of stockholders; books and records; provisions governing
The annual meetings, voting rights of stockholders, liability of stockholders, and the maintenance of a capital stock savings bank@s books and records shall be governed by the provisions of Article 17 of P.L.1948, c. 67 (C. 17:9A-79 to 17:9A-100).
L.1982, c. 9, s. 8, eff. March 4, 1982.
17:9A-8.9. Dividends; law applicable
A capital stock savings bank may declare dividends on its capital stock pursuant to the provisions of section 52 of P.L.1948, c. 67 (C. 17:9A-52).
L.1982, c. 9, s. 9, eff. March 4, 1982.
17:9A-8.10. Stock options; law applicable
A capital stock savings bank shall have the authority to grant stock options to officers and employees pursuant to the provisions of P.L.1964, c. 202 (C. 17:9A-27.50 to 17:9A-27.54).
L.1982, c. 9, s. 10, eff. March 4, 1982.
17:9A-8.11. Mergers with savings banks; provisions governing
A capital stock savings bank may merge with another savings bank, whether mutual or capital stock, pursuant to the provisions of Article 21 of P.L.1948, c. 67 (C. 17:9A-132 to 17:9A-148).
L.1982, c. 9, s. 11, eff. March 4, 1982.
17:9A-8.12 Savings bank laws control
12. All other powers, rights, and privileges not expressly provided for in this act shall be governed by the laws of this State relating to savings banks. If a capital stock savings bank engages in an activity pursuant to the authority of this act, or any other act, which is governed by a statute originally applicable to mutual savings banks, ~manager~ shall mean ~director.~ In any case where any power of investment of a mutual savings bank is limited to a percentage of its capital deposits or surplus, any limitation upon a stock savings bank shall be expressed in terms of total capital funds, as defined by the commissioner by regulation.
L.1982,c.9,s.12; amended 1992,c.187,s.4.
17:9A-8.13. Savings bank; conversion into capital stock savings bank
a. A savings bank which is organized pursuant to the provisions of P.L.1948, c. 67 (C. 17:9A-1 et seq.) may convert itself into a capital stock savings bank with the same effect as though originally incorporated as a capital stock savings bank pursuant to the provisions of this act.
b. When, in the judgment of two-thirds of the members of the board of the savings bank, it is deemed advisable and in the best interests of its depositors that the savings bank shall be converted into a capital stock savings bank, the board shall adopt a resolution to that effect, and follow procedures prescribed by the commissioner. A copy of the minutes of the proceedings of the board shall be filed in the office of the commissioner within the time and in the form and manner prescribed by the commissioner.
c. The managers of the savings bank shall be deemed the incorporators of the capital stock savings bank and shall execute a certificate of incorporation as provided for in section 1 of this act, together with an application for conversion which shall contain the plan of conversion established pursuant to this act. Upon finding by the commissioner that:
(1) the plan of conversion has been adopted and approved by the board of managers as provided herein; and
(2) the plan of conversion is fair and equitable to all depositors; and
(3) sufficient provision has been made to protect the interests of the depositors of the prospective capital stock savings bank; he shall issue a certificate of approval of the conversion which shall be endorsed upon or annexed to the certificate of incorporation.
d. Upon the conversion of the savings bank, the legal existence of the savings bank shall not terminate but the capital stock savings bank shall be a continuation of the entity of the savings bank and all property of the savings bank, including its right, title and interest in and to all property of whatever kind and nature, whether real, personal, or mixed, and things, and choses in action, and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed shall vest in the capital stock savings bank into which the savings bank has converted itself. The capital stock savings 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 savings bank. The capital stock savings bank at the time and the taking effect of the conversion shall continue to have and succeed to all the rights, obligations and relations of the savings bank. All pending actions and other judicial or administrative proceedings to which the savings bank was a party shall not be discontinued by reason of the conversion, but may be prosecuted to final judgment or order in the same manner as if the conversion had not been made and the capital stock savings bank resulting from the conversion may continue the actions in its corporate name notwithstanding the conversion. Any judgment or order may be rendered for or against it which might have been rendered for or against the savings bank involved in the judicial proceedings.
L.1982, c. 9, s. 13, eff. March 4, 1982.
17:9A-8.14. Plan of conversion
The conversion of a savings bank into a capital stock savings bank shall be effected in accordance with the plan of conversion adopted by two-thirds of the members of the board, and approved by the commissioner, pursuant to the provisions of this act. The plan shall provide:
a. That each depositor in the savings bank shall receive an equivalent type of account in the capital stock savings bank equal in amount to his account in the savings bank;
b. A record date for determining the respective interest of depositors in the savings bank, which date shall be established and published by the commissioner from time to time in his discretion;
c. That participation in the initial issuance of capital stock by officers, directors, and employees of the capital stock savings bank and their associates shall be in accordance with regulations promulgated by the commissioner. For the purposes of this subsection, the term ~associate~ of a person shall mean parents, spouse, sisters, brothers, children or anyone married to one of the foregoing persons; any corporation of which the person is an officer, director or owner of more than 10% of the outstanding voting stock; any trust of which the person is a trustee or substantial beneficiary; and any partnership in which the person is a general or limited partner;
d. That the interests of managers or directors, officers, employees and associates, as that word is defined in subsection c. of this section, shall be disclosed in the application for conversion filed with the commissioner;
e. That each depositor as of the record date shall receive any rights with respect to the capital stock of the capital stock savings bank as may be prescribed by the commissioner;
f. A date upon which the savings bank shall advise qualified depositors of their rights and elections with respect to conversion. The form and content of the notice shall be prescribed by the commissioner;
g. A provision for a liquidation account on terms established or approved by the commissioner.
L.1982, c. 9, s. 14, eff. March 4, 1982.
17:9A-8.15. Capital structure; converted bank
After conversion pursuant to the provisions of this act, each capital stock savings bank shall maintain an adequate capital structure appropriate for the conduct of its business and the protection of its depositors. The adequacy of the capital of a capital stock savings bank shall be determined by the commissioner after an evaluation of the character of management, the liquidity of assets, a history of earnings and the retention thereof, the potential volatility of the deposit structure and the capital stock savings bank@s capacity to furnish the broadest services to the public.
L.1982, c. 9, s. 15, eff. March 4, 1982.
17:9A-8.16. Federal savings bank; conversion
No savings bank or capital stock savings bank shall convert to a federal savings bank without the approval of the commissioner. The commissioner shall approve the conversion if he finds it to be in the public interest.
L.1982, c. 9, s. 16, eff. March 4, 1982.
17:9A-8.17. Rules and regulations
The commissioner may promulgate rules and regulations necessary to effectuate the purposes of this act.
L.1982, c. 9, s. 17, eff. March 4, 1982.
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