New Jersey Administrative Code
Title 3 - BANKING
Chapter 32 - CONVERSIONS OF ASSOCIATIONS
Subchapter 3 - MUTUAL STATE ASSOCIATION HOLDING COMPANIES
Section 3:32-3.3 - Application
Universal Citation: NJ Admin Code 3:32-3.3
Current through Register Vol. 56, No. 18, September 16, 2024
(a) The board of directors of an organizing mutual state association may apply to form a mutual state association holding company by submitting the following to the Commissioner:
1. A description of the
proposed formation of the mutual state association holding company;
2. A certified copy of the resolution of the
board of directors of the organizing mutual state association authorizing the
application by a two-thirds vote of the board;
3. A certified copy of the resolution adopted
by the stockholders or members relating to the plan of conversion, containing
the following information:
i. The total
number of votes eligible to be cast;
ii. The total number of votes represented in
person or by proxy at the special meeting;
iii. The total number of votes cast in favor
and against each matter; and
iv.
The percentage of votes cast in favor and against each matter.
4. A certificate of incorporation
for the mutual state association holding company containing:
i. The name by which the mutual state
association holding company shall be known;
ii. The street, street number, and
municipality where the principal office of the mutual state association holding
company is to be located;
iii. The
names and addresses of the directors of the organizing mutual state
association;
iv. The number of
directors of the mutual state association holding company;
v. The names of persons who are to act as
directors of the mutual state association 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 state
association to the mutual state association holding company;
vii. A provision allowing for the retention
of any interests of the respective depositors of the organizing mutual state
association in the assets of the organizing mutual state association, according
to a fair valuation, including assets which are proposed to be transferred from
the organizing mutual state association to the mutual state association holding
company; and
viii. A provision
providing for the establishment of a liquidation account;
5. Proposed by-laws of the surviving
subsidiary capital stock state association and mutual state association holding
company; and
6. A copy of any
applications for establishment of a mutual state association holding company
filed with any Federal regulator.
(b) The Commissioner may require the applicant to supply one or more of the following items:
1. Biographical statements for any director
of the subsidiary capital stock state association and mutual state association
holding company;
2. A completed
form from the New Jersey State Police requesting criminal history record
information for any director of the subsidiary capital stock state association
and mutual state association holding company along with a cashier's check,
certified check or money order for the applicable amount, payable to the
Division of State Police--S.B.I.; and
3. A business plan for the subsidiary capital
stock state association and mutual state association holding company.
(c) Along with the certificate of incorporation, each incorporator of the subsidiary capital stock state association 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 state
association holding company or by the subsidiary capital stock state
association in the course of organizing the subsidiary capital stock state
association, 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 state
association;
3. That at least a
majority of the shares of the authorized stock of the subsidiary capital stock
state association is held by the mutual state association holding company;
and
4. That the subsidiary capital
stock state association proposes to either:
i.
Merge with the organizing mutual state association;
ii. Purchase the assets of the organizing
mutual state association; or
iii.
Receive the assets and liabilities of the organizing mutual state
association.
(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 and
Insurance along with the address of the Commissioner.
Disclaimer: These regulations may not be the most recent version. New Jersey may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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