Section 10. Such corporation shall have a board of trustees, subject to the following provisions:—
1. Number. — The board shall consist of not less than eleven trustees and such additional number, if any, as may be provided in the by-laws.
2. Qualifications: The business of the corporation shall be managed by a board of trustees, of which not less than a majority shall be citizens of the commonwealth. A trustee at the time of his election or within 30 days thereafter, shall be a depositor of the corporation. At least 2 trustees of the board at the time of their election shall be residents of the city or town where the main office or a branch office of the corporation is located.
3. Interlocking Restrictions. — No person shall be a trustee or other officer of two savings banks at the same time, except in the case of the purchase of assets and assumption of liabilities provided under section thirty-five. After January first, nineteen hundred and seventy-five, a trustee or other officer of a savings bank may at the same time be a director or other officer of a co-operative bank, credit union, state or federally-chartered savings and loan association, trust company, a bank holding company or an affiliate, or national banking association if, in such case, there is in force a permit therefor issued by the commissioner in writing with the reasons thereon stating why the public interest warrants its issuance, after reasonable notice and an opportunity to be heard, who is hereby authorized to issue such permit if, in his judgment, it is not incompatible with the public interest, and to revoke any such permit whenever he finds, after reasonable notice and opportunity to be heard, that the public interest warrants its revocation except that the provisions of this section shall not apply to any trustee or other officer who held such position at the time of incorporation of said savings bank. Any person serving as a trustee or other officer of a savings bank may at the same time serve as a director or other officer of a trust company that does not make real estate mortgage loans and does not accept savings deposits from natural persons.
4. Election. — All trustees shall be elected by and from the corporators, except that any vacancy in the board arising between annual meetings from death, resignation or otherwise, may be filled by the trustees until the next annual meeting at which the corporators may elect a trustee for the balance, if any, of the unexpired term. The trustees shall be divided into three groups as nearly equal in number as possible, and one of such groups shall be elected annually for a term of three years, provided, however, that during the minimum time necessary to accomplish the foregoing, one of said groups may be elected for a term of one year and one for a term of two years. Upon the election as trustee of a person who has not been theretofore a trustee of such corporation, the clerk shall send forthwith to the commissioner the name and address of such person and the clerk shall transmit to such person a copy of the laws relating to savings banks.
5. Termination of Office. — If a trustee fails to attend four consecutive regular quarterly meetings of the board of trustees, said board may declare his office to be vacant at its next regular quarterly meeting, and if a trustee fails to attend eight consecutive regular quarterly meetings of said board, it shall declare his office to be vacant at its next regular quarterly meeting, but this provision shall not apply to a trustee while he is serving on active duty as a member of the Armed Forces of the United States. Any trustee whose office is declared to be vacant as provided in this paragraph shall not be re-elected as a trustee except upon vote of at least two-thirds of all the corporators of such corporation passed at a subsequent annual meeting.
The by-laws may authorize the continuance, as honorary trustees, of those persons who shall have served as trustee for ten years or more. Such honorary trustee may be elected for an indefinite term and shall not be included in determining the minimum number of trustees provided under paragraph 1, or the number of trustees to be elected annually as provided in paragraph 4 of this section. Such honorary trustee shall not be deemed to be an officer or member of the board of trustees of such corporation, shall not receive compensation or be required to attend meetings or be authorized or required to perform any duties.
The office of any trustee or director who seeks, or against whom, an order of relief is entered in a personal capacity, pursuant to Title 11 of the United States Code, or who, on examination in a supplementary process proceeding, has been found unable to pay a judgment, shall thereby be vacated. A record of any such vacancy shall be entered upon the books of the corporation. Any trustee or director whose office is so vacated shall again be eligible to serve as a trustee or director upon the receipt of a discharge in bankruptcy under Chapter 7 of said Title 11; the completion of all payments required pursuant to a plan of reorganization under Chapter 11 thereof; the completion of all payments under a plan of debt adjustment under Chapter 13 thereof; or the payment of said judgment.
The commissioner may recommend the removal of any trustee, officer or employee who in his opinion has abused his trust, or has been negligent in the performance of his duties, and upon such recommendation the trustees may remove or discharge such trustee, officer or employee. The trustees shall act upon such recommendation within thirty days after receiving the same and neither such trustees nor the commissioner shall be personally liable for any action taken by them in good faith in connection with any such recommendation or removal.
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