§ 447-B — Formation of a mutual holding company

§ 447-b. 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 and loan association subsidiary and the transferal to such stock\nsavings and loan association of the substantial part of its assets and\nliabilities, including all of its deposit liabilities, in accordance\nwith general regulations promulgated by the superintendent of financial\nservices;\n (ii) the organization by the mutual savings and loan association of a\nmutual holding company and the organization by such mutual holding\ncompany of a stock savings and loan association subsidiary which merges\nwith the mutual savings and loan association; or\n (iii) the reorganization of the mutual savings and loan association\nunder any other method approved pursuant to general or specific\nregulations promulgated by the superintendent of financial services.\n (b) For the purposes of paragraph (a) of this subdivision, such\nregulations shall permit the stock savings and loan association to issue\nto persons other than the mutual holding company of which it is a\nsubsidiary an amount of common stock and securities convertible into\ncommon stock which in the aggregate does not exceed forty-nine per\ncentum of the issued and outstanding common stock of such stock savings\nand loan association, provided that if a mutual holding company which\nowns all of the common stock and securities convertible into common\nstock of its savings and loan association subsidiary subsequently\ndetermines to make such an issuance it shall pay a fee as prescribed\npursuant to section eighteen-a of this chapter. Issued and outstanding\nsecurities that are convertible into common stock shall be considered\nissued and outstanding common stock for the purposes of computing the\nforty-nine per centum limitation. This paragraph shall not limit the\nauthority of such stock savings and loan association to issue equity or\ndebt securities other than common stock and securities convertible into\ncommon stock.\n 2. In connection with the reorganization of a mutual savings and loan\nassociation as provided in section four hundred forty-seven of this\narticle, the mutual holding company may retain or acquire assets of the\nmutual savings and loan association to the extent that such assets are\nnot then required to be transferred to or retained by the stock savings\nand loan association in order to satisfy capital or reserve requirements\nof any applicable state or federal law or regulation.\n 3. A stock savings and loan association, at least fifty-one per centum\nbut less than one hundred per centum of the outstanding common stock of\nwhich is owned by a mutual holding company shall have at least one\ndirector, but no more than two-fifths of its directors, who are\n"unaffiliated directors" who shall represent the interests of the\nminority shareholders. An "unaffiliated director" is a director who is\nnot (a) an officer or employee of the stock savings and loan association\n(or any affiliate thereof) or (b) an officer, trustee, director or\nemployee of the mutual holding company. If the organization certificate\nor bylaws of the stock savings and loan association provide that the\nboard of directors shall be divided into two or more classes, then to\nthe extent possible, each class shall contain the same number of\nunaffiliated directors as each other class.\n