I am a shareholder at Mansfield Bank. I am a former employee, serving as president chief executive officer from 1992 until 2005 and board of directors member until 2016.
On Dec. 2, 2019, I received a phone call from a current board member informing me that there would be a press release the next day regarding a proposed merger between Mansfield Bank and Bridgewater Savings Bank. I was told that all former directors are getting this courtesy notification.
Knowing that management would be required to call a special meeting of shareholders, I was checking daily for the notice in The Sun Chronicle.
The bank’s main office is located in Mansfield and the branch offices are in Norton and Plainville, all towns covered by the newspaper. I have since been informed that The Sun Chronicle was not used to notify shareholders of the Mansfield, Norton and Plainville offices.
On Jan. 6, 2020, I received a phone call from a former director informing me that the special meeting of shareholders to vote on the proposed merger was being held that night at the main office in Mansfield. I did not receive a courtesy call from management or a board member from the bank as I did prior to the press release. I did attend the meeting, and upon entering, I was escorted into a room where a bank official gave me a ballot which required my signature and checking a box for “In Favor” or “Against” the merger at the appropriate time.
It would seem to me that having your employer know how you were voting would be a concern to employees. Why not just have a hand count? The meeting was then called to order by the chairman of the bank. He noted the advertisement for the meeting was published in the Journal-News Independent newspaper in accordance with bank attorney recommendation and approved by the banking department. This is a weekly that paper circulates in Bridgewater, Raynham and Mansfield. It does not serve Norton or Plainville.
Like myself, I believe that unless the Mansfield, Norton and Plainville shareholders read the newspaper, they would have not known about that meeting.
Unfortunately, while that may satisfy Mass Statue requirements, it certainly should not satisfy the spirit of the law requirements. My meeting notes show 44 votes cast, 36 in favor, 7 against and 1 abstention. The only positive note on the signed ballots is that it would reveal the overwhelming majority of the shareholder ballots would be officers, directors and employees. I saw very few outside shareholders.
Shareholders of each banking office should have been aware of that meeting. Whether or not they chose to attend would be their decision. Based on the number of votes cast, management needed approximately 30 in favor. The resolution passed by six votes made up primarily by officer, director and employee votes.
While I do not agree with the merger, I do respect the board of directors due diligence and their belief the merger of the two banks is in the best interest of the bank and its shareholders. I wish I could say that about the process used in getting there. I have written the commissioner of banks, requesting that meeting be invalidated and a new meeting held.