Sec. D-1. 9-B MRSA c. 32 is amended by repealing the chapter headnote and enacting the following in its place:
CHAPTER 32
ORGANIZATION AND MANAGEMENT OF MUTUAL AND COOPERATIVE FINANCIAL INSTITUTIONS
Sec. D-2. 9-B MRSA §321, as enacted by PL 1975, c. 500, §1, is amended to read:
§321. Applicability of chapter
The provisions of this chapter shall govern the organization and management of trust companies, savings banks and savings and loan associations financial institutions operating as mutual or cooperative financial institutions.
Sec. D-3. 9-B MRSA §322, sub-§§1 and 2, as enacted by PL 1975, c. 500, §1, are amended to read:
1. Organizers. Any number of persons, but not less than 20, all of whom shall be residents of this State must reside in or reside proximate to the geographic area to be served by the institutions, may agree in writing to associate themselves for the purpose of forming a mutual or cooperative financial institution pursuant to this chapter.
2. Application to organize. The organizers set forth in subsection 1 shall file with the superintendent an application for permission to organize a mutual or cooperative financial institution, which application shall must contain the following:
A. The name by which the institution shall will be known;
B. The purpose for which it is to be formed, including whether the organizers seek a certificate of public convenience and advantage to conduct business as a trust company, savings bank or savings and loan association in mutual form financial institution. The organizers shall indicate in the application whether the institution will be organized as a mutual or cooperative financial institution;
C. The city or town within this State where the institution's principal office is to be located;
D. The proposed minimum amount of initial capital contributions to be deposited;
E. The names, addresses and occupations of the directors of the institution who are to serve until the initial meeting of the members or corporators or until their successors are elected and qualified, and the names, addresses and occupations of the directors who shall will be voted on by the members or corporators at the initial meeting;
F. A statement setting forth the name, address, and occupation of each organizer, together with the amount of initial capital which that such organizer shall deposit, subscribed to by said organizer; and
G. Such additional information, including the reasons why an institution of the type specified in paragraph B is needed in the proposed location, as the superintendent may require by regulation.
No An application for permission to organize a mutual or cooperative financial institution shall may not be deemed considered complete unless accompanied by an application fee of $1,000 not more than $5,000, payable to the Treasurer of State, to be credited and used as provided in section 214.
Sec. D-4. 9-B MRSA §322, sub-§4, ¶A, as enacted by PL 1975, c. 500, §1, is repealed.
Sec. D-5. 9-B MRSA §322, sub-§4, ¶C, as enacted by PL 1975, c. 500, §1, is amended to read:
C. A grant of a certificate of public convenience and advantage and an order granting permission to organize may include such terms and conditions as the superintendent deems considers necessary, including, but not limited to, an increase in the amount of minimum capital deposits, pursuant to subsection 5.
Sec. D-6. 9-B MRSA §322, sub-§5, ¶¶A and C, as enacted by PL 1975, c. 500, §1, are amended to read:
A. The certificate of public convenience and advantage and the superintendent's order granting permission to organize, granted in writing by the superintendent, shall must set forth the minimum amount of capital deposits which that the mutual or cooperative financial institution shall must have to begin business.
C. In determining the minimum amount of capital deposits, the superintendent may set different requirements for trust companies, savings banks and savings and loan associations, financial institutions and may consider such factors as the population of the city or town where the proposed institution is to be located, competition among financial institutions in that locale, and the need to protect depositors and other creditors of the institution.
Sec. D-7. 9-B MRSA §323, sub-§2, ¶¶A and B, as enacted by PL 1975, c. 500, §1, are amended to read:
A. Within 30 days after receipt of a certificate of public convenience and advantage and an order granting permission to organize pursuant to section 322, the first meeting of the organizers of the financial institution shall must be called by a notice signed by that organizer who was designated in the application for that purpose, or by a majority of the organizers. Such notice shall must state the time, place and purposes of the meeting. A copy of the notice shall must be given to each organizer at least 3 days before the date appointed for the meeting, or left at his each organizer's residence or usual place of business, or deposited in the post office and addressed to him such an organizer at his that organizer's residence or usual place of business, and another copy thereof, together with an affidavit of one of the organizers that the notice has been duly served, shall must be recorded with the records of the institution. If all the organizers shall, in writing indorsed upon the application to organize, waive such notice and fix the time and place of the meeting, no notice shall be is required.
B. At the first meeting and thereafter, the organizers of a mutual trust company and a mutual savings bank shall be financial institution are known as the "corporators" and the organizers of a mutual savings and loan association shall be cooperative financial institution are known as the "incorporators"."
Sec. D-8. 9-B MRSA §323, sub-§6, ¶A, as enacted by PL 1975, c. 500, §1, is amended to read:
A. Any mutual or cooperative financial institution which that fails to commence business as a financial institution within one year after receiving a certificate of public convenience and advantage shall forfeit said forfeits that certificate and any other certificate to commence business so obtained and shall cease all activities, which fact shall be certified. The superintendent shall certify to the Secretary of State by the superintendent that the certificate of public convenience and advantage and any certificate to commence business have been forfeited so that the institution's articles of incorporation may be terminated by said the Secretary of State.
Sec. D-9. 9-B MRSA §324, sub-§2, ¶B, as enacted by PL 1975, c. 500, §1, is amended to read:
B. A return of all or part of the capital reserve shall may not reduce the institution's guaranty fund, established pursuant to sections 513, 612 or 713, capital below the greater of the total initial capital contributions or an amount equal to 5% of the institution's deposits or accounts the minimum amount prescribed by the superintendent in accordance with section 412-A;
Sec. D-10. 9-B MRSA §325, sub-§1, as amended by PL 1975, c. 666, §14, is further amended to read:
1. Corporators of mutual financial institutions.
A. The persons named in the articles of incorporation shall constitute the original board of corporators of a mutual trust company or mutual savings bank financial institution. Membership on such this board shall continue continues until terminated by death, resignation or disqualification as provided herein in this section.
B. Corporators shall retire from membership on the board of corporators upon reaching 72 years of age. This paragraph shall become effective 2 years after the effective date of this section, and any corporator who is 72 years of age or older shall immediately retire from such board on the effective date of this paragraph.
C. All corporators shall must be residents of this State, and no the geographic area that the financial institution serves or an area proximate to this geographic area. A person shall may not continue as a corporator of a mutual trust company or mutual savings bank after ceasing to be a resident of this State the financial institution's geographic area or an area proximate to this geographic area.
D. Any corporator failing to attend the annual meeting of the board of corporators for 2 successive years shall cease ceases to be a member of the board unless reelected by a vote of the remaining corporators.
E. The number of corporators may be fixed or altered by the bylaws of the financial institution, and vacancies may be filled by election at any annual meeting.
F. The superintendent shall have has the power to comment upon the sociological composition, as defined in section 131, of the board of corporators of any mutual trust company or mutual savings bank, such or cooperative financial institution. This comment to may be made in such the form and manner as the superintendent deems considers appropriate.
Sec. D-11. 9-B MRSA §325, sub-§2, as enacted by PL 1975, c. 500, §1, is amended to read:
2. Members of a cooperative financial institution; qualifications and voting rights.
A. The members of a savings and loan association cooperative financial institution organized pursuant to this chapter shall must be those in whose names accounts are established, and persons borrowing from or assuming or obligated upon a loan held by such institution or purchasing property and assuming the secured loan held by such institution.
B. A single membership in an association a cooperative financial institution may be held by 2 or more persons, and a joint and survivorship relationship and successor relationship, whether investors or borrowers, shall constitute constitutes a single membership.
C. Each member 18 years of age or over shall be is entitled to one vote at any meeting of the association cooperative financial institution, regardless of the number of shares or accounts standing in his that member's name;, provided that only one vote shall be is allowed on an account held by 2 or more persons. No A member shall may not vote by proxy at any meeting, unless otherwise provided in this Title. The bylaws may prohibit voting by persons who have become members within 6 months of the date when the vote is cast. When accounts or shares are pledged, the pledgor may vote thereon the accounts or shares so pledged.
D. Membership shall terminate terminates when the amount of a member's shares or accounts has been paid in full to him that member, or when the transfer of his membership to other persons has been recorded on the books of the financial institution, or when his that member's status as a borrower from the institution terminates.
Sec. D-12. 9-B MRSA §325, sub-§3, ¶D, as enacted by PL 1975, c. 500, §1, is amended to read:
D. The bylaws may must prescribe the number of corporators or members which shall that constitute a quorum at any annual or special meeting. In the absence of such provision, any number of corporators or members, but not less than 6, shall constitute a quorum. The bylaws may also provide for voting by proxy.
Sec. D-13. 9-B MRSA §326, sub-§1, ¶A, as enacted by PL 1975, c. 500, §1, is amended to read:
A. The number of directors on the board of a mutual financial institution shall may not be less than 5, all of whom must be residents of this State the financial institution's geographic area or an area proximate to that geographic area.
Sec. D-14. 9-B MRSA §326, sub-§1, ¶D, as enacted by PL 1975, c. 500, §1, is repealed.
Sec. D-15. 9-B MRSA §326, sub-§1, ¶G, as amended by PL 1975, c. 666, §16, is further amended to read:
G. The superintendent shall have has the power to comment upon the sociological composition, as defined in section 131, of the board of directors of any mutual or cooperative financial institution organized under this chapter, such. This comment to may be made in such the form and manner as the superintendent deems considers appropriate.
Sec. D-16. 9-B MRSA §327, sub-§1, as amended by PL 1981, c. 501, §31, is further amended to read:
1. Election. Unless another manner for election is provided in the bylaws, the board of directors shall elect annually from its members a chairman chair and, from its members or otherwise, a president, one or more vice presidents, a clerk or secretary, a treasurer and such other officers as it may deem consider advisable. No more than 2 offices may be held by the same person without the approval of the superintendent. Officers so elected shall serve for a term of not more than one year, but shall continue in office until their successors are elected and qualified. If any office becomes vacant during the year, the board may immediately fill the same for the period remaining until the next annual meeting for election of officers.
Sec. D-17. 9-B MRSA §327, sub-§4, as enacted by PL 1975, c. 500, §1, is repealed.
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