17:12B-250. Powers available to capital stock association

21. The powers contained in section 47 (C.17:12B-47), section 48 (C.17:12B-48) and section 130 (C.17:12B-130) of this act shall be available to capital stock associations (but the term "member" as used therein shall be deemed to refer to "depositor" or "borrower," and the term "dividends" shall be deemed to refer to "interest" as may be appropriate in the context), and in addition every capital stock association shall have the power to:

a. Amend its certificate of incorporation in the following manner:

(1) The board shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the stockholders.

(2) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each stockholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of stockholders.

(3) At such meeting a vote of the stockholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes cast in person or by proxy by the stockholders.

(4) No amendment shall become effective until it shall have been submitted to the commissioner and he shall either have approved it in writing or failed to take action thereon for a period of 30 days after it shall have been submitted to him. Approval shall not be withheld by the commissioner unless an amendment is in conflict with the provisions of this act.

b. Subject to amendment of its certificate of incorporation, authorize issuance of additional capital stock for:

(1) Payment of a consideration other than cash in connection with mergers with or purchase of assets of another association.

(2) The purpose of increasing the amount of its stated capital by sale of such additional capital stock.

(3) Capital stock options, the aggregate of which shall not exceed 10% of the amount of authorized capital stock at the time of the granting of such options and the establishment of one or more capital stock purchase plans for officers and employees of the capital stock association, which plan or plans may include provisions for partial contribution by the association.

c. Declare and distribute stock dividends without the necessity of an amendment to its certificate of incorporation, notwithstanding that the payment of such dividends will effect an increase in the capital stock of the capital stock association. In such a case, dividends may be paid from time to time on the stock of the capital stock association, at the discretion of the board, provided that prior to the date of the payment of any such dividend, a certificate shall be filed with the commissioner for the approval of the commissioner, stating:

(1) The date upon which the dividend is to be paid;

(2) The amount of such dividend; and

(3) The amount of the capital stock and the paid-in or contributed surplus of the capital stock association after giving effect to the payment of such dividend.

A filing shall be deemed approved on the 30th day after receipt by the commissioner, unless approved or disapproved earlier by the commissioner in writing. Upon approval pursuant to this section, the certificate of incorporation shall thereupon be amended as set forth in the certificate of amendment. A certificate filed in the department pursuant to this subsection shall be deemed for all purposes to be an amendment to the certificate of incorporation of the capital stock association with the same effect as if it had been authorized, executed, approved and filed in the department pursuant to subsection a. of this section.

A split-up or division of the issued shares of any class or series into a greater number of shares of the same class or series without increasing the amount of a capital stock association's stated capital shall not be construed to be a stock dividend within the meaning of this subsection and may be accomplished by amendment of the certificate of incorporation as provided in this act.

d. Fix a record date for the purpose of determining the stockholders entitled to notice of, or to vote, at any meetings of stockholders or any adjournment thereof, or to express consent to, or dissent from, any proposal without a meeting, or for the purpose of determining stockholders entitled to receive payment of any dividend or electment of any right, or for the purpose of any other action, the bylaws may provide for fixing, or in the absence of such provision, the board may fix, in advance, a date as the record date for any such determination of stockholders. Such date shall not be more than 60 nor less than 10 days before the date of such meeting, nor more than 60 days prior to any other action.

e. Borrow money provided that the aggregate indebtedness for borrowed money, other than to the Federal Home Loan Bank, will not exceed 20% of its depositors' accounts, except with the approval of the commissioner.

L.1974,c.137,s.21; amended 2000, c.69, s.13.