§ 34-30-1950 — Ownership of stock savings bank by holding company; conversion; reorganization by stock and mutual state savings banks; organization of mutual holding companies, articles of incorporation, ownership of voting stock; investments.

(A) Notwithstanding other law, a stock state savings bank, simultaneously with its incorporation or conversion to a stock state savings bank or after, may provide for its ownership by a holding company. In the case of a conversion, members of the converting state savings bank may purchase capital stock of the holding company instead of capital stock of the converted state savings bank in accordance with Section 34-30-330(C)(6). (B) Notwithstanding other law, a stock state savings bank may reorganize its ownership to provide for ownership by a holding company, upon adoption of a plan of reorganization by a favorable vote of not less than two-thirds of the members of the board of directors of the state savings bank and approval of the plan of reorganization by the holders of not less than a majority of the issued and outstanding shares of stock of the state savings bank. (C) Notwithstanding other law, a mutual state savings bank, with approval of the board, may reorganize its ownership to provide for ownership by a mutual holding company upon adoption of a plan of reorganization by favorable vote of not less than two-thirds of the members of the board of directors of the state savings bank and approval of the plan of reorganization by a majority of the voting members of the state savings bank. The plan of reorganization must provide that: (1) the resulting ownership of one or more subsidiary state savings banks is evidenced by stock shares owned directly by the mutual holding company or by the mutual holding company through one or more subsidiaries; (2) the substantial portion of the assets and all of the insured deposits, and part or all of the other liabilities are transferred, by way of merger or otherwise, to one or more subsidiary state savings banks; (3) the reorganization is not subject to state or federal income taxation; and (4) the plan of reorganization is fair and equitable to all members of the state savings bank. The mutual holding company may be organized by a method approved by the board. The articles of incorporation of the mutual holding company must confer on the depositors and borrowers of the reorganizing mutual state savings bank the same rights in the mutual holding company that they had in the mutual savings bank. For so long as the mutual holding company is in existence, the mutual holding company must own at least a majority of the voting stock of the state savings bank, or at least a majority of the voting stock of a company owning all of the voting stock of the state savings bank. (D) A holding company, including a mutual holding company, may invest in an investment authorized by its board of directors, except as limited by regulations adopted by the board under this article. (E) An entity that controls a stock state savings bank, or acquires control of a stock state savings bank, is a holding company.

Legislative History

HISTORY: 1997 Act No. 90, SECTION 1, eff June 10, 1997.