§ 601-C — Sale, lease, exchange or other disposition of property, rights, privileges and franchises

§ 601-c. Sale, lease, exchange or other disposition of property,\nrights, privileges and franchises. 1. Subject to subdivision eight of\nsection six hundred five of this chapter, and except as otherwise\nprovided by law or by its organization certificate or other certificate\nfiled pursuant to law, a corporation organized under the laws of this\nstate and subject to the provisions of article three, article six,\narticle eight, article ten or article twelve of this chapter may\nvoluntarily sell, lease, exchange or otherwise dispose of its property,\nrights, privileges and franchises, or any interest therein or any part\nthereof; provided, however, that if such sale, lease, exchange or other\ndisposition is not made in the regular course of business of the\ncorporation and involves all or substantially all of its property,\nrights, privileges and franchises, or an integral part thereof essential\nto the conduct of the business of the corporation, such sale, lease,\nexchange or other disposition shall be authorized only in accordance\nwith the following procedure:\n (a) In the case of a corporation subject to the provisions of article\nthree, article eight, article twelve or a stock-form banking\norganization subject to either article six or article ten of this\nchapter, the board of directors of the corporation by a majority vote of\nall the members thereof shall approve the proposed sale, lease, exchange\nor other disposition and direct its submission to a vote of\nstockholders.\n Notice of meeting shall be given to each stockholder of record,\nwhether or not entitled to vote.\n The stockholders shall authorize such sale, lease, exchange or other\ndisposition and may fix, or may authorize the board of directors to fix,\nany of the terms and conditions thereof and the consideration to be\nreceived by the corporation therefor, which may consist in whole or in\npart of cash or other property, real or personal, including shares,\nbonds or other securities of any other domestic or foreign corporation\nor corporations, by vote at a meeting of stockholders of the holders of\ntwo-thirds of all outstanding shares entitled to vote thereon.\n (b) In the case of a mutual corporation subject to the provisions of\narticle six of this chapter, the board of trustees of the corporation by\na vote of a majority of all the members thereof shall approve and\nauthorize the proposed sale, lease, exchange or other disposition and\nshall fix any of the terms and conditions thereof and the consideration\nto be received by the corporation therefor, which may consist in whole\nor in part of cash or other property, real or personal, including such\nshares, bonds or other securities of any other domestic or foreign\ncorporation or corporations as are authorized investments for savings\nbanks, subject to those limitations applicable to such investments.\n A verified copy of the minutes of the meeting at which the board of\ntrustees approves and authorizes the proposed transaction shall be filed\nin the office of the superintendent together with a copy of the\nagreement governing the proposed transaction, a statement setting forth\nthe reasons why the trustees believe the proposed transaction would be\nin the best interest of the savings bank, its depositors and the public\nand such other information as the superintendent may require. In\ndetermining whether or not to approve the proposed transaction, the\nsuperintendent shall consider whether the proposed transaction would be\nin the best interests of the savings bank, its depositors and the public\nand such other information as the superintendent may deem appropriate.\nThe superintendent shall notify the board of trustees in writing of his\nor her determination. If the superintendent disapproves, the board of\ntrustees shall abandon the proposed transaction.\n (c) In the case of a mutual corporation subject to the provisions of\narticle ten of this chapter, the board of directors of the corporation\nby a majority vote of all the members thereof shall approve the proposed\nsale, lease, exchange or other disposition and direct its submission to\na vote of shareholders.\n Notice of meeting shall be given to each shareholder.\n The shareholders shall authorize such sale, lease, exchange or other\ndisposition and may fix, or may authorize the board of directors to fix,\nany of the terms and conditions thereof and the consideration to be\nreceived by the corporation therefor, which may consist in whole or in\npart of cash or other property, real or personal, including such shares,\nbonds or other securities of any other domestic or foreign corporation\nor corporations as are authorized investments for savings and loan\nassociations, subject to those limitations applicable to such\ninvestments, by vote at a meeting of shareholders of the holders of\ntwo-thirds in amount of the book value of all outstanding shares\nentitled to vote thereon.\n A verified copy of the minutes of the meetings at which the board of\ndirectors and shareholders approve and authorize the proposed\ntransaction shall be filed in the office of the superintendent together\nwith a copy of the agreement governing the proposed transaction, a\nstatement setting forth the reasons why the directors believe the\nproposed transaction would be in the best interest of the savings and\nloan association, its shareholders and the public and such other\ninformation as the superintendent may require. In determining whether or\nnot to approve the proposed transaction, the superintendent shall\nconsider whether the proposed transaction would be in the best interests\nof the savings and loan association, its shareholders and the public.\nThe superintendent shall notify the board of directors in writing of his\nor her determination. If the superintendent disapproves, the board of\ndirectors shall abandon the proposed transaction.\n 2. Notwithstanding stockholder or shareholder authorization, the board\nmay abandon the proposed sale, lease, exchange or other disposition\nwithout further action by the stockholders or shareholders, subject to\nthe rights, if any, of third parties under any contract relating\nthereto.\n 3. This section shall not be applicable to a sale or disposition of\nassets the acquisition of which is authorized by section six hundred\none-a of this chapter, or to any sale or other disposition of assets\nafter the entry of an order pursuant to subdivision four of section six\nhundred five of this chapter, or to a sale or disposition of all or\nsubstantially all of the assets by a mutual corporation subject to the\nprovisions of article six or article ten of this chapter to a national\nbanking association or national banking associations or a corporation or\ncorporations subject to the provisions of article three, article eight\nor article twelve of this chapter or to a stock-form corporation subject\nto article six or article ten of this chapter or to a stock-form federal\nsavings bank or to a stock-form federal savings and loan association.\n