Let Your Voice Be Heard

While The Walpolean takes no position in community discussions, I feel an obligation to post the opinions of those who do. The following ad has been posted at the request of Richard Wilson. – Lil I regret that I am unable to post pdf files as created, but I believe you will find the information here duplicates the advertisement in the newspapers.

A Momentous Decision will soon be made affecting the economic well-being of area residents.

What Decision?

Whether or not to merge the Savings Bank of Walpole headquartered in Walpole, NH with executive offices in Keene and Walpole—the last of twelve independent community banks once headquartered in the area—into New Hampshire Mutual Bancorp headquartered in Concord, NH.

Who Will Vote?

The Corporators of the Savings Bank of Walpole will vote. The Corporators are a self-perpetuaing body of successors to the original individuals that incorporated the bank in 1875.

What Will Happen If They Vote To Approve the Merger?

If the Corporators approve the merger, the Savings Bank of Walpole will become a stock bank and subsidiary of a mutual holding company that will be merged into New Hampshire Mutual Bancorp, which will then own 100% of the stock of the bank. The Corporators of the Savings Bank of Walpole will become Corporators of New Hampshire Mutual Bancorp and represent about one third of the total. Four members of the Board of Trustees of the Savings Bank of Walpole will join the Board of New Hampshire Mutual Bancorp and represent one fifth—just twenty percent—of the total. The Savings Bank of Walpole will continue to be headquartered in Walpole, NH. However, it will be wholly owned by New Hampshire Mutual Bancorp headquartered in Concord, NH.

How Should the Corporators Make Their Decision?

New Hampshire Statutes Section 383-B:6-605 directs that “The corporators shall consider the interests of the depositors, the borrowers, and other customers of the mutual savings bank or mutual holding company, the general benefit and economic well-being of the communities. served by the mutual savings bank or mutual holding company, and the safety, soundness, and general business needs of the mutual savings bank or mutual holding company in exercising their duties as corporators.”

How Do the Corporators Determine the Interests of Customers and the Well-being of Communi es Served?

Though New Hampshire Statutes Sec on 383-B:6-605 imposes a fiduciary duty to “consider the interests of the depositors, the borrowers, and other customers of the mutual savings bank” and “the general benefit and economic well-being of the communities served by the mutual savings bank,” it does not specify how that duty should be carried out. In the normal course of business of the bank, the Corporators defer on matters on which they have to vote to the judgement of the Board of Trustees and to management. However, this is not a vote in the normal course of business. This is a vote to determine if the last independent community bank headquartered in the area should become wholly owned by New Hampshire Mutual Bancorp headquartered in Concord, NH. Once that happens, decisions about its future will ultimately be made by the management and the Board of New Hampshire Mutual Bancorp.

If your interests are to be considered by the Corporators, you will have to let them know in this vote how your interests would be best served. Below is a list of Corporators copied from the bank’s Website. Remind them that they have a fiduciary duty to act in accordance with New Hampshire Statutes Sec on 383-B:6-605. What would fall far short of their fiduciary duty would be to vote without due consideration—in other words, to rubberstamp management and the Board of Trustees’ decision in order to avoid controversy or discomfort, or to acquiesce out of the mistaken belief that it’s already a done deal; it is not, as the approval of the Corporators is needed to complete the merger.

But What of the Consideration of “the safety, soundness, and general business needs of the mutual savings bank” Mentioned in the Statute?

First, management of the bank has stated that the safety and soundness of the institution is not an issue motivating this proposed merger. Based on my 40 years in NH banking serving as chief financial officer of four NH banks, including one of the largest, and my review of publicly available nancial reports, I would concur. As to the general business needs of the bank, I find no justification for the proposed merger—obligatory statements from management and the Board of Trustees to the contrary. This region produces a great many highly intelligent and good-hearted individuals, which is all that is needed in these challenging times to successfully operate a locally headquartered independent community mutual savings bank. They are on board now and are working with and training the next generation of community bankers. We have George Bailey’s bank right here, let’s keep it. Let your voice be heard!

Corporators Savings Bank of Walpole:

Thomas S. Bates

Jill I. Ba y

Emily T. Benson

Sarah A. Bradeen

Kathleen A. Collinsworth

Joseph A. Coneeny

Martha A. Curtis

Philip J. Davis

Bradley P. Dunbar

Jayson B. Dunbar

Dayton R. Duncan

Jerome S. Galloway

Mark A. Gavin

Kelley F. Hicks

Randall P. Hicks

Nathalie B. Houder

Jason D. Houston

Susan L. Howard

Ruth F. Jacobs

David B. Johnson

Robert I. Kimball

Gary J. Kinyon, Esq.

Peter D. Koson

Linda A. Lacey

Zachary T.C. Luse

Sylvia M. McBeth

Robert F. Miller

James H. Neal

William R. O’Meara

Robert S. Perry

Edward R. Potter

Mark A. Putnam

Edward F. Reardon Jr.

Linda W. Robbins

Lynn C. Rust

Steven J. Ryder

Dr. Charles P. Shaw

Michael P. Snide

Frederick A. Szmit

Gregg R. Tewksbury

Donald J. Tisdale

William C. Tyson

Joseph C. Walier

Peter T. Whittemore

David P. Wichland

Jonathan G. Wildes

Authored and paid for by Richard A. Wilson, former CFO of the Savings Bank of Walpole from 1988 to 2013

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