§ 20102 — Procedure for adopting a plan of reorganization

(a) Plan of reorganization. The plan of reorganization pursuant to which the reorganization is to be carried out, and the proposed amended organizational documents, shall be approved by the governing body of the mutual or cooperative financial institution by resolution adopted by two-thirds of the whole number of the governing body. The plan of reorganization, along with the proposed amended organizational documents, shall then be submitted for adoption to a regular or special meeting of the mutual voters of the financial institution called in the manner provided by its internal governance documents. Copies or summaries of the plan and amended organizational documents shall be enclosed with the notice of the meeting. Adoption of the plan of reorganization shall be by the affirmative vote of two-thirds of the mutual voters casting votes. A mutual voter may vote at such regular or special meeting either in person or by proxy executed in writing by the mutual voter or by his or her duly authorized attorney-in-fact.
(b) Notice to Commissioner. A mutual or cooperative financial institution, having adopted a plan of reorganization in accordance with subsection (a) of this section, shall provide the Commissioner with 60 days’ prior written notice of the proposed reorganization. The notice shall include the plan of reorganization, accompanied by certified copies of the votes of its governing body and mutual voters required by subsection (a) of this section, and such other relevant information as the Commissioner shall require. Unless the Commissioner, within such 60-day notice period, disapproves the proposed mutual holding company reorganization, or extends for another 30 days the period during which such disapproval may issue, the proposed reorganization shall be deemed approved and the mutual or cooperative financial institution providing such notice may proceed with the proposed reorganization. The Commissioner may disapprove any proposed mutual holding company formation only if:
(1) such disapproval is necessary to prevent unsafe or unsound banking practices;
(2) the financial or management resources of the financial institution warrant disapproval;
(3) the mutual or cooperative financial institution does not furnish the information required by this section;
(4) the mutual or cooperative financial institution does not comply with subsection (a) of this section; or
(5) the proposed reorganization would be unfair to depositors.
(c) Notice to depositors. After a mutual or cooperative financial institution has complied with the provisions of subsections (a) and (b) of this section, it shall give its depositors at least 60 days’ prior written notice of the effective date of the reorganization. Such notice shall include a brief description of the plan of reorganization and a statement of the depositor’s right to withdraw any amount deposited to his or her account without penalty. The form of such notice shall be approved by the Commissioner and shall be sent to each depositor by first-class mail. Any depositor objecting to the reorganization within 60 days after such notice may withdraw any amounts on deposit and shall be paid the full amount of the deposit, with interest to the date of payment computed at the rate established by the deposit agreement or, in the absence of an agreement, at the rate paid by the financial institution on other similar interest-bearing accounts. Any depositor who does not withdraw the amount deposited to his or her credit prior to the effective date of the reorganization shall be deemed to have assented to the reorganization. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2021, No. 105 (Adj. Sess.), § 318, eff. July 1, 2022.)