N.J. Admin. Code § 3:13-5.3

Current through Register Vol. 56, No. 23, December 2, 2024

Section 3:13-5.3 - Application

(a) The board of directors of an organizing mutual savings bank may apply to form a mutual savings bank holding company by submitting the following to the Commissioner:

1. A description of the proposed formation of the mutual savings bank holding company;

2. A certified copy of the resolution of the board of directors of the organizing mutual savings bank authorizing the application by a two-third vote of the board;

3. A certificate of incorporation for the mutual savings bank holding company containing:

i. The name by which the mutual savings bank holding company shall be known;

ii. The street, street number, and municipality where the principal office of the mutual savings bank holding company is to be located;

iii. The names and addresses of the directors of the organizing mutual savings bank;

iv. The number of directors of the mutual savings bank holding company;

v. The names of persons who are to act as directors of the mutual savings bank holding company until their successors are elected and qualified;

vi. The amount of capital deposits and surplus which are to be transferred from the organizing mutual savings bank to the mutual savings bank holding company;

vii. A provision allowing for the retention of any interests of the respective depositors of the organizing mutual savings bank in the assets of the organizing mutual savings bank, according to a fair valuation, including assets which are proposed to be transferred from the organizing mutual savings bank to the mutual savings bank holding company; and

viii. A provision providing for the establishment of a liquidation account;

4. Biographical statements for each director of the subsidiary capital stock savings bank and mutual savings bank holding company;

5. A completed form from the New Jersey State Police requesting criminal history record information for each director for the subsidiary capital stock savings bank and mutual savings bank holding company;

6. Proposed by-laws of the subsidiary capital stock savings;

7. A business plan for the mutual savings bank holding company and subsidiary capital stock savings bank; and

8. A copy of any applications for establishment of a mutual savings bank holding company filed with any Federal regulator.

(b) Within 60 days after its execution, the directors shall submit a certificate of incorporation for any subsidiary capital stock savings bank setting forth the following:

1. The name by which the subsidiary capital stock savings bank shall be known;

2. The street, street number and municipality in which the principal office of the subsidiary capital stock savings bank is to be located;

3. The names and addresses of the directors of the mutual savings bank holding company who will be the incorporators of the subsidiary capital stock savings bank;

4. The number of directors on the board of directors;

5. The names of the persons who will serve as directors until their successors are elected and qualified;

6. The amount of capital stock, the number or shares into which it is divided, and the par value of each share, not less than a majority of the total outstanding shares of which will be held in the name of the mutual savings bank holding company; and

7. The amount of surplus with which the subsidiary capital stock savings bank will commence business.

(c) Along with the certificate of incorporation, each incorporator of the subsidiary capital stock savings bank shall submit an affidavit setting forth the following:

1. That no fee, commission, or other compensation has been paid, directly or indirectly, by the mutual savings bank holding company or by the subsidiary capital stock savings bank in the course of organizing the subsidiary capital stock savings bank, and that no promotion fees or charges have been provided or are contemplated;

2. A complete disclosure of all fees paid or agreed to be paid in the matter of chartering and organizing the proposed subsidiary capital stock savings bank;

3. That at least a majority of the shares of the authorized stock of the subsidiary capital stock savings bank is held by the mutual savings bank holding company; and

4. That the subsidiary capital stock savings bank proposes to either:

i. Merge with the organizing mutual savings bank;

ii. Purchase the assets of the organizing mutual savings bank; or

iii. Receive the assets and liabilities of the organizing mutual savings bank.

(d) Within 10 days after the date upon which a completed application is filed with the Commissioner, the applicant shall cause to be published a notice of application containing:

1. The name and address of the applicant;

2. A brief statement of the nature of the application; and

3. A statement advising that objections to the application can be filed with the New Jersey Commissioner of Banking, along with the address of the Commissioner.

N.J. Admin. Code § 3:13-5.3

Amended by R.2006 d.233, effective 6/19/2006.
See: 38 N.J.R. 5(a), 38 N.J.R. 2671(a).
Added "; and" in (a)7, substituted a period for "; and" in (a)8 and deleted (a)9.