§ 291 — Required approvals

§ 291. Required approvals. 1. A reorganization of a mutual savings\nbank pursuant to this article shall be approved by a majority of the\nboard of trustees of the mutual savings bank.\n 2. (a) A mutual savings bank proposing a reorganization pursuant to\nthis article shall provide the superintendent with written notice of\nsuch proposed reorganization. Such notice shall include a copy of the\nplan of reorganization approved by the board of trustees pursuant to\nsubdivision one of this section, the proposed organization certificate\nfor the mutual holding company and the stock savings bank subsidiary and\nshall contain such other information as the superintendent shall\nrequire. The superintendent shall approve or disapprove the plan of\nreorganization within sixty days of the submission of such plan together\nwith such other information as the superintendent shall require.\n (b) In determining whether to approve the plan of reorganization, the\nsuperintendent shall consider:\n (i) whether the formation of the mutual holding company would not be\ndetrimental to the interests of the depositors of the mutual savings\nbank proposing to reorganize as provided in section two hundred ninety\nof this article;\n (ii) whether disapproval is necessary to prevent unsafe or unsound\nbanking practices;\n (iii) whether the interest of the public will be served by the\nproposed reorganization;\n (iv) whether the financial or management resources of the mutual\nsavings bank proposing to reorganize as provided in section two hundred\nninety of this article warrant disapproval of the proposed plan of\nreorganization; and\n (v) whether the mutual savings bank proposing to reorganize as\nprovided in section two hundred ninety of this article fails to furnish\nany information required under paragraph (a) of this subdivision or\nfurnishes information containing any statement which, at the time and in\nthe circumstances under which it was made, was false or misleading with\nrespect to any material fact or omits to state any material fact\nnecessary to make the statements therein not false or misleading.\n (c) When the superintendent shall have determined to approve or\ndisapprove the plan of reorganization, the superintendent shall so\nadvise the mutual savings bank in writing and shall endorse approval on\nan organization certificate and cause it to be filed in the office of\nthe superintendent and with the clerk of the county in which the\nprincipal office of the mutual savings bank is located. Upon the filing\nof the organization certificate the existence of the mutual holding\ncompany shall commence. As used in this article, the term "organization\ncertificate" shall include an amended organization certificate.\n 3. If approved by the superintendent, the mutual savings bank shall\nsubmit the plan of reorganization to its depositors for approval at a\nmeeting convened in accordance with general regulations promulgated by\nthe superintendent of financial services for the sole purpose of\napproving or disapproving such plan. At such meeting:\n (a) all depositors whose aggregate deposit balance equals at least one\nhundred dollars as of a record date shall be entitled to approve the\nplan of reorganization, either in person or by valid proxy;\n (b) each depositor entitled to vote shall be entitled to cast one vote\nfor each full one hundred dollars of deposits of such depositor shown on\nthe books and records of the mutual savings bank as of the record date;\n (c) no depositor shall be entitled to cast any vote for any deposit\nbalance in amounts of less than one hundred dollars; and\n (d) no plan of reorganization shall be effective unless approved by\nthe affirmative vote of at least seventy-five per centum of the\naggregate dollar amount of the book value of deposits represented at\nsuch meeting either in person or by valid proxy and entitled to vote\nthereat.\n