2018 Massachusetts General Laws
PART I ADMINISTRATION OF THE GOVERNMENT
TITLE XXII CORPORATIONS
Chapter 167I CORPORATE BANK TRANSACTIONS: MERGERS, CONSOLIDATIONS, PURCHASE OF ASSETS AND CONVERSIONS
Section 4 Merger or consolidation of mutual banks or subsidiary banking institutions and credit unions or federal credit unions into single mutual bank or subsidiary banking institution
Section 4. Any 1 or more mutual banks or subsidiary banking institutions and any 1 or more credit unions, or federal credit unions may merge or consolidate into a single mutual bank or subsidiary banking institution upon terms approved by a vote of at least 2/3 of the board of each mutual bank and the board of directors of each credit union, and shall have been approved in writing by the commissioner. The terms of any such merger or consolidation shall be approved by the voting body of each mutual bank and the shareholders of each credit union in the manner prescribed herein. A request for such approval by the commissioner shall be accompanied by an investigation fee, the amount of which shall be determined annually by the secretary of administration and finance pursuant to section 3B of chapter 7, a copy of the terms of any agreement reached by the respective boards and certified copies of the votes of such boards. If the commissioner, after such notice and hearing as the commissioner may require, is satisfied that a merger or consolidation may be effected on terms approved by the commissioner and finds that such merger or consolidation is in the interests of the depositors and shareholders of the institutions concerned, such merger or consolidation may be approved by the commissioner subject to the commissioner's direction. In making a finding that any such merger or consolidation is in the interests of depositors and shareholders, the commissioner shall also determine whether competition among banking institutions will be unreasonably affected and whether public convenience and advantage will be promoted. In making such determination, the commissioner shall consider, at a minimum, a showing of net new benefits. For the purposes of this section, the term ''net new benefits'' shall include initial capital investments, job creation plans, consumer and business services, commitments to maintain and open branch offices within the bank's delineated community, as such term is used within section 14 of chapter 167, and such other matters as the commissioner may deem necessary or advisable.
Before becoming effective, any merger or consolidation authorized by this section, hereinafter referred to as a ''consolidation'', shall have been approved by a vote of at least 2/3 of the voting body of each mutual bank or subsidiary banking institution present, qualified to vote and voting at a meeting specially called to consider the subject and approved by a vote of at least a majority of the shareholders of each credit union present, qualified to vote and voting at a meeting specially called for that purpose. Notice for such meetings shall be given in accordance with the relevant provisions of law. A certificate under the hands of the presidents and clerks or other duly authorized officers of all merging or consolidating corporations and credit unions setting forth that each institution, respectively, has complied with the requirements of this section shall be submitted to the commissioner who, if approving such consolidation, shall endorse such approval upon such certificate. No such transaction under this section shall be consummated until arrangements satisfactory to any excess deposit insurer of each such bank or credit union, if applicable have been made and notice thereof has been received by the commissioner.
The offices and depots of any credit union merged or consolidated under this section may be maintained as branch offices or depots of the continuing corporation with the written permission of, and under such conditions, if any, as approved by the commissioner.
