§ 292. Formation of a mutual holding company.
1.The plan of\nreorganization may authorize the formation of a mutual holding company\nby:\n (a) (i) the organization by the mutual holding company of a stock\nsavings bank subsidiary and the transferal to such stock savings bank of\nthe substantial part of its assets and liabilities, including all of its\ndeposit liabilities, in accordance with general regulations promulgated\nby the superintendent of financial services;\n (ii) the organization by the mutual savings bank of a mutual holding\ncompany and the organization by such mutual holding company of a stock\nsavings bank subsidiary which merges with the mutual savings bank; or\n (iii) the reorganization of the mutual savings bank under any other\nmethod approved pursuant to general o
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§ 292. Formation of a mutual holding company. 1. The plan of\nreorganization may authorize the formation of a mutual holding company\nby:\n (a) (i) the organization by the mutual holding company of a stock\nsavings bank subsidiary and the transferal to such stock savings bank of\nthe substantial part of its assets and liabilities, including all of its\ndeposit liabilities, in accordance with general regulations promulgated\nby the superintendent of financial services;\n (ii) the organization by the mutual savings bank of a mutual holding\ncompany and the organization by such mutual holding company of a stock\nsavings bank subsidiary which merges with the mutual savings bank; or\n (iii) the reorganization of the mutual savings bank under any other\nmethod approved pursuant to general or specific regulations promulgated\nby the superintendent of financial services.\n (b) For the purposes of paragraph (a) of this subdivision, such\nregulations shall permit the stock savings bank to issue to persons\nother than the mutual holding company of which it is a subsidiary an\namount of common stock and securities convertible into common stock\nwhich in the aggregate does not exceed forty-nine per centum of the\nissued and outstanding common stock of such stock savings bank, provided\nthat if a mutual holding company which owns all of the common stock and\nsecurities convertible into common stock of its savings bank subsidiary\nsubsequently determines to make such an issuance it shall pay a fee as\nprescribed pursuant to section eighteen-a of this chapter. Issued and\noutstanding securities that are convertible into common stock shall be\nconsidered issued and outstanding common stock for the purposes of\ncomputing the forty-nine per centum limitation. This paragraph shall not\nlimit the authority of such stock savings bank to issue equity or debt\nsecurities other than common stock and securities convertible into\ncommon stock.\n 2. In connection with the reorganization of a mutual savings bank as\nprovided in section two hundred ninety of this article, the mutual\nholding company may retain or acquire assets of the mutual savings bank\nto the extent that such assets are not then required to be transferred\nto or retained by the stock savings bank in order to satisfy capital or\nreserve requirements of any applicable state or federal law or\nregulation.\n 3. A stock savings bank at least fifty-one per centum but less than\none hundred per centum of the outstanding common stock of which is owned\nby a mutual holding company shall have at least one director, but no\nmore than two-fifths of its directors, who are "unaffiliated directors"\nwho shall represent the interests of the minority shareholders. An\n"unaffiliated director" is a director who is not (a) an officer or\nemployee of the stock savings bank (or any affiliate thereof) or (b) an\nofficer, trustee or employee of the mutual holding company. If the\norganization certificate or bylaws of the stock savings bank provide\nthat the board of directors shall be divided into two or more classes,\nthen to the extent possible, each class shall contain the same number of\nunaffiliated directors as each other class.\n