Massachusetts Co-operative Bank League v. Board of Bank Incorporation
Massachusetts Co-operative Bank League v. Board of Bank Incorporation
Opinion of the Court
On June 3, 1963, Home Co-operative Bank (Home) of Worcester filed an application seeking the board’s approval of its conversion under G. L. c. 170, § 49 (as amended through St. 1956, c. 246),
1. This review of the board’s decision takes place under G. L. c. 170, § 49 (see fn. 1), in accordance with standards of review set out in G. L. c. 30A, § 14 (8). See Chicopee Co-op. Bank v. Board of Bank Incorporation, 347 Mass. 744, 745. The league contends (a) that the board committed error of law by applying incorrectly the standard (see § 49, fn. 1) of “public convenience and advantage,” and (b) that the board’s decision was not supported by substantial evidence.
2. The Chicopee Co-op. Bank decision does not directly govern the present case. That decision (see 347 Mass, at p. 754), upon somewhat unusual facts, was that “the board’s approval of the [Chicopee Falls Co-operative Bank’s] application to convert . . . [was] in fact an approval” of that bank’s merger, at once after conversion, with another Federal savings and loan association.
In the course of the Chicopee Co-op. Bank case, the court discussed (at pp. 752-753) the standard of approval set out in § 49, viz. that “public convenience and advantage will be promoted.” We said that consideration must be given (a) “to the convenience and advantage of a particular bank and its shareholders,” (b) to the people in the “community who do business with it,” and (c) to the effect of the proposed conversion “upon the banking system as a whole and upon the public . . ..” The burden is upon the applicant to show that the standard has been satisfied and that the conversion will promote the public interest.
3. The board in its decision found that Home “is the only state-chartered co-operative bank in Worcester,” which is “also served by one federal . . . association, five mutual savings banks, and five commercial banks.” Home’s 1962 assets (roughly $7,000,000)
The board expressed the view (1) that under “a federal charter” Home would be able to give improved and more varied banking services, offer “more convenient savings plans,” and “pursue more advantageous dividend policies,” and (2) that it would “have greater flexibility in mortgage lending policies . . . [and] strengthen itself through an increased borrowing capacity. ’ ’ The board also said that it did “not consider that the departure of one nine million-dollar bank” could “in and of itself either weaken the co-operative banking system ... or have such an adverse effect” as to justify disapproval of the application. It concluded “that public convenience and advantage will be promoted by” the conversion.
The board’s conclusions are based on subsidiary findings, which in turn are supported by substantial evidence. Home’s president testified at length concerning Home’s financial affairs, the competitive situation among the savings institutions in Worcester, and the difficulties which Home encountered in competing with other types of institutions
4. The league argues that Home’s application for conversion is based (a) upon its desire “to compete in the area of ‘big banking’ ” and (b) upon the limitations imposed on Home, a part of the cooperative banking system established by Gr. L. c. 170. The league then argues that Home cannot be heard to contend that it should be allowed to convert to a different type of savings institution merely “because legislatively imposed charter provisions do what they are intended to do: preserve the distinctive character of cooperative banking institutions, thereby necessarily fixing the outer limits of . . . the co-operatives’ competitive activity.”
There is no doubt that the Legislature has provided that cooperatives, while they remain cooperative banks, shall comply with G-. L. c. 170 and follow the methods of operation prescribed for such banks. See Olson v. Sissenwine, 259 Mass. 79, 81-82; Lowell Co-op. Bank v. Co-operative Cent. Bank, 287 Mass. 338, 346. See also Warsofsky v. Sherman, 326 Mass. 290, 294. Section 49, however, is a clear statement that the Legislature is willing that this coop
5. A decree is to be entered affirming the decision of the board.
So ordered.
Section 49, as amended, reads, so far as pertinent, “Any such corporation may convert itself into a federal savings and loan association . . . subject to the following conditions: — (1) Such corporation shall give notice to the board of bank incorporation of its intention to so convert and shall apply to said board for its approval of such conversion, and if Vie board determines that public convenience and advantage will be promoted by such conversion, the board shall grant such approval which shall be deemed revoked if such corporation does not consummate such conversion within one year after the
This other association had its headquarters in Berkshire County and already had one branch in Hampden County (see 347 Mass, at pp. 746-747), so the problem of bank branches in more than one county was indirectly raised.
There was evidence that there were 168 cooperative hanks and that the savings deposits of all cooperative banks in Massachusetts (as of September 12, 1963) came to a total of $1,414,000,000. Home’s total of monthly savings and profits, paid up certificates, regular savings accounts, and Christmas Club accounts was a little less than $7,000,000 as of January 31, 1963. The board might reasonably have concluded that Home’s withdrawal from the cooperative bank system could not have significant effect on that system.
The board found that Home’s inability “to keep pace with the [public] demands” was not the fault of its management which had kept bank expenses “equal to or below the statewide average” and had accomplished “a steady but unspectacular growth. ’ ’ The board observed that the officers and directors were “substantial citizens . . . active in civic affairs.”
No Worcester bank opposed the proposed conversion. Letters, in evidence from many of the banks in the community, expressed no disapproval of the conversion. The league offered “no affirmative testimony” but did seek postponement of the hearing and presented argument. Because the league was allowed to intervene as a party, it had full opportunity to bring to the board’s attention any relevant facts.
In view of the provisions of § 49, we have no occasion to consider questions such as those discussed (a) in Opinion of the Justices, 251 Mass. 569, 612-613, or (b) in Hopkins Fed. Sav. 4" Loan Assn. v. Oleary, 296 U. S. 315, 336-343. See 12 U. S. O. § 1464 (i) (1958). Of. Springfield Inst, for Sav. v. Worcester Fed. Sav. 4r Loan Assn. 329 Mass. 184, 189.
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