N.J. Admin. Code § 3:32-1.4

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

Section 3:32-1.4 - Meeting of members

(a) Savings and/or borrowing members, as defined by the mutual association's bylaws, who are 16 years of age, or over, shall be entitled to vote at the special meeting to consider conversion to a capital stock association.

(b) The record date for determining those members eligible to vote at the special meeting called to consider the plan of conversion shall not be less than 90 days prior to the date of approval of such plan by the board of directors.

(c) A special meeting of the members shall be called by the board of directors, not later than 180 days following preliminary approval of the plan of conversion by both the Commissioner and the Office of the Comptroller of the Currency. The members shall consider and vote upon, either in person or by proxy, the following business:

1. The adoption of the plan of conversion of the mutual association into a capital stock association;

2. The election of directors to hold office from the effective date of conversion until the next annual meeting; and

3. The adoption of bylaws for the capital stock association.

(d) Upon affirmative vote of a majority of the members present either in person or by proxy determining to convert the mutual association into a capital stock association, the board of directors shall within 45 days file with the Commissioner the following documents:

1. A copy of the minutes of the proceedings of such meeting;

2. A certified copy of the resolution adopted by the stockholders or members relating to the plan of conversion, and a certified statement signed by two officers, one of whom shall be the president or a vice-president, containing the following information with regard to the resolution:

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; and

iii. The total number of votes cast in favor and against the resolution and each matter related to the resolution including, but not limited to, adopted and defeated amendments;

3. A certificate of incorporation as provided at 17:12B-1 et seq.;

4. A copy of the bylaws for the stock corporation; and

5. The conversion application for final approval.

N.J. Admin. Code § 3:32-1.4

Amended by 48 N.J.R. 1063(b), effective 5/16/2016