Massachusetts General Laws Part I. Administration of the Government (Ch. 1-182) Ch. 168, § 2-17B

(a) A member bank shall at all times meet the membership qualification requirements prescribed by the corporation’s by-laws adopted pursuant to section 2 of chapter 44 of the acts of 1932.

(b) If the corporation determines by a vote of not less than 2/3 of the full membership of its board of directors that a member bank is unlikely to meet the membership qualification requirements of the corporation’s by-laws, the corporation shall inform the commissioner of its determination and the basis for its determination. If the commissioner agrees with the corporation’s determination, the directors may require the member bank to meet the requirements by: (i) restructuring the member bank’s balance sheet; or (ii) taking such other actions as the directors deem appropriate. The terms and conditions of any such required actions shall become effective when approved by the commissioner.

(c) Whenever the directors determine that a member bank is unlikely to meet the membership qualification requirements of the corporation’s by-laws, the directors shall notify the member bank in writing, including an explanation for the basis of the directors’ determination, and advise the member bank of any of the requirements imposed pursuant to paragraph (b). The member bank shall comply with the requirements enumerated in the written notification within 60 days. Notwithstanding any general or special law to the contrary, if a member bank that is not a savings bank fails to comply within the 60-day period, the member bank shall, by operation of law, become a savings bank subject to chapter 168 of the General Laws at the end of the 60-day period.

(d) The corporation may make rules and establish procedures for making membership qualification determinations pursuant to this section.

(e) Upon the conversion of a member bank into a savings bank, the corporate existence of the member bank shall not terminate, but the savings bank shall be deemed to be a continuation of the entity of the member bank so converted, and all property of the converted member bank, including its rights, title and interests in and to all property, whether real, personal or mixed, and things in action, and every right, privilege, interest and asset of any conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately, by act of law and without any conveyance, transfer, further act or deed, remain and be vested in and continue and be the property of such savings bank into which the member bank has been converted. The savings bank shall have, hold and enjoy the same in its own right as fully and to the extent as the same was held, possessed and enjoyed by the converting bank and the savings bank, as of the effective date of the conversion, shall continue to have and succeed to all the rights, obligations and relations of the converting bank. All pending actions and other judicial proceedings to which the converting bank is a party shall not be abated or discontinued by reasons of the conversion and may be prosecuted to final judgment, order or decree in the same manner as if the conversion into the savings bank had not been made, and the savings bank resulting from the conversion may continue such action in its corporate name as a savings bank. Any judgment, order or decree may be rendered for or against such savings bank that might have been rendered for or against the converting bank theretofore involved in such judicial proceedings.

(f) After compliance with the requirements under this section, the succeeding corporation shall thereafter be entitled to exercise all of the rights and privileges and shall be subject to all of the duties and obligations of a savings bank and shall conduct its business subject to chapter 168 of the General Laws and other applicable laws; provided, however, that, with the approval of the commissioner, the succeeding corporation shall have a reasonable time after the effective date of the conversion within which to comply with any particular laws not hereinbefore specifically provided for and that it shall be unable to comply with on or before the effective date of the conversion.