North Middlesex Savings Bank is the latest Massachusetts bank to add bylaws to its charter strengthening its commitment to its mutual status.
“We feel the community is better off because we exist here, having access to local decision makers. We’ve seen it, when mutual banks go public, more often than not, they end up going away over some period of time. We don’t want that to happen. We really believe that Nashoba Valley, where we exist, is better off having a mutual bank,” President and CEO Walter J. Dwyer IV, told Banker & Tradesman.
A revised set of bylaws will make it more difficult for the bank to convert to stock ownership later down the road by requiring a super-majority of 80 percent of trustees and two-thirds of corporators to vote for such a change and also prohibiting officers and trustees of the bank from profiting off any such conversion for five years.
Dwyer said the bank enlisted the help of Stanley Ragalevsky, a partner at K&L Gates, in crafting the new rules, an effort the bank began more than a year ago.
He said it had been a long time since the bank changed its bylaws in any significant way and said that North Middlesex Savings Bank also established a risk committee.
“We’re probably on the small end of needing one, but with so much going on in the industry, we felt like to be up to speed on banking in 2015 and beyond, we needed to take a look at the way we were structured to make sure we were capable of addressing all the risks in our marketplace,” he said.
The changes were announced at the bank’s 130th annual meeting last month in Shirley. There, the bank also welcomed seven new corporators: Kevin Bresnahan, Kevin Connolly, John Kilcommins, Scott B. Murray, Gary Palmer, Robert Pedrazzi and Denyne Sanville. Steven P. Roach was named a trustee.
Dwyer commented, “The work that we’ve done here on the governance front is the thing I’m most proud of in the last few years.”