The largest shareholder at Massachusetts Fincorp has sued the small thrift over a new provision in its by-laws that excludes out-of-state residents from serving on its board.

Mark W. Jaindl, a resident of Allentown, Pa., and president of an Internet bank there, filed suit in a Delaware Court last week against $93 million-asset Mass Fincorp and each of its 10 directors. He contends that the amended by-laws are "discriminatory" and are crafted specifically to prevent him and two associates from joining Mass Fincorp's board. "The discriminatory feature of the residency by-law demonstrates, on its face, that the defendants have acted in a manner which attempts to preserve their position and perquisites as directors," Mr. Jaindl asserted in court documents filed Jan. 24. "There is no business purpose for imposing a residency requirement."

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