New Jersey Administrative Code
Title 3 - BANKING
Chapter 7 - SAFE AND SOUND METHODS OF BANKING
Subchapter 5 - STATEMENT OF INTEREST OF DIRECTORS OF BANKS, TRUSTEES OR MANAGERS OF SAVINGS BANKS AND STATE ASSOCIATIONS AND EXECUTIVE OFFICERS OF BANKS, SAVINGS BANKS AND STATE ASSOCIATIONS
Section 3:7-5.1 - Definitions
The following words and terms, when used in this subchapter, shall have the following meanings, unless the context clearly indicates otherwise:
"Bank" means a bank or savings bank.
"Bank holding company" is a company which controls a bank.
"Business enterprise" means a corporation, limited liability company (LLC), association, business trust, partnership, joint venture, pool, syndicate, sole proprietorship or any other form of business not specifically listed herein, whether or not such enterprise has engaged in transactions with the designated bank. The term "business enterprise" also includes any personal or family trust and any local governmental unit if, and only if, such enterprise has engaged in any transaction with the designated bank during the last year. The term "business enterprise" excludes:
1. Charitable, social, fraternal, civic or recreational associations;
2. The designated bank;
3. A corporation, partnership, or joint venture which is 50 percent or more owned by the designated bank; and
4. A bank holding company whose control of the designated bank is registered with or approved by the Board of Governors of the Federal Reserve System, pursuant to sections 3 or 5 of the Bank Holding Company Act, 12 U.S.C. 1842 or 1844, or any of such holding company's subsidiaries the control of which has been registered with or approved by the Board of Governors of the Federal Reserve pursuant to sections 3, 4, or 5 of the Bank Holding Company Act, 12 U.S.C. 1842, 1843 or 1844.
5. Any other bank holding company and any company controlled by a bank holding company.
"Business relationship" between the designated bank and the business enterprise shall include:
1. An extension of credit to the business enterprise by the designated bank, including the discounting of notes; or
2. A contract, lease or other agreement, other than a deposit relationship, between the designated bank and the business enterprise; and
3. The acquisition or sale of property, goods or services which aggregated in the past year a dollar value in excess of $ 5,000.
"Commissioner" means the Commissioner of the New Jersey Department of Banking and Insurance.
"Control" and "company" have the meanings set forth in N.J.S.A. 17:9A-373(e) and (f).
"Designated bank" means the particular bank or savings bank of which a person required by this subchapter to file a statement of interest is a director or executive officer.
"Director" means a director of a bank or a trustee or manager of a savings bank.
"Executive officer" means a person who participates or has authority to participate, other than in the capacity of a director, in major policy-making functions of the bank, whether or not: the person has an official title; the title contains a designation of assistant; or the person is serving without salary or other compensation. The chairman of the board, the president, every vice president, the cashier, the secretary, the treasurer and the comptroller are considered to be executive officers, unless by resolution of the Board of Directors or by the bylaws of the bank any such executive officer is excluded from participation in major policy-making functions, other than in the capacity of a director, and the executive officer does not actually participate therein.
"Interest," with regard to a business enterprise, means:
1. Ownership, whether legal, equitable or otherwise, of stock or other forms of legal or equitable participation in the enterprise by the reporting person and/or his or her spouse or minor children which, when aggregated, equals or exceeds either 10 percent of the enterprise's total outstanding indicia of ownership, or, in the case of stock, 10 percent of the total outstanding shares of any class of stock;
2. Indebtedness between the reporting person and a business enterprise (aggregated among the reporting person and his or her spouse and minor children):
i. Equal to or exceeding $ 50,000 owed to the enterprise, provided said enterprise is not primarily engaged in the business of extending credit; or
ii. Equal to or exceeding $ 50,000 or five percent of the enterprise's outstanding debt, whichever is larger, owed from the enterprise.
3. The holding by the reporting person or his or her spouse or minor child of a position in the enterprise; or
4. The possession, directly or indirectly, by the reporting person of the power to direct or cause the direction of the management or policies of the enterprise, whether through the ownership of securities, by contract, by intercompany relationships, or otherwise.
"Material change" means:
1. The acquisition or termination of an interest in a business enterprise; or
2. The creation of a business relationship between the designated bank and a business enterprise.
"Position," with regard to a business enterprise, means an officer, director, trustee or partner. The term also includes an employee, beneficiary, participant or associate with managerial or policy-making responsibilities, or any similar office regardless of title.
"Principal officer" means a president, executive vice president, senior vice president, vice president, treasurer, secretary or comptroller of a bank. Principal officer also includes any person, regardless of title, who is substantially involved in major policy making functions of the bank.
"Reporting person" means a director or executive officer who is required by this regulation to complete and file a statement of interest with the designated bank.
"State association" means a State association as defined in 17:12B-5.
"Subsidiary" means a company controlled by a bank holding company.
