NY Banking L § 601-C (2021)
2021 New York Laws BNK - Banking Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation 601-C - Sale, Lease, Exchange or Other Disposition of Property, Rights, Privileges and Franchises.

§ 601-c.  Sale,  lease,  exchange  or  other  disposition of property, rights, privileges and franchises. 1. Subject to  subdivision  eight  of section  six  hundred  five  of  this  chapter,  and except as otherwise provided by law or by its organization certificate or other  certificate filed  pursuant  to  law, a corporation organized under the laws of this state and subject to the  provisions  of  article  three,  article  six, article  eight,  article  ten  or  article  twelve  of  this chapter may voluntarily sell, lease, exchange or otherwise dispose of its  property, rights,  privileges  and franchises, or any interest therein or any part thereof; provided, however, that if such sale, lease, exchange or  other disposition  is  not  made  in  the  regular  course  of business of the corporation and involves all  or  substantially  all  of  its  property, rights, privileges and franchises, or an integral part thereof essential to  the  conduct  of  the business of the corporation, such sale, lease, exchange or other disposition shall be  authorized  only  in  accordance with the following procedure:  (a)  In the case of a corporation subject to the provisions of article three,  article  eight,  article  twelve   or   a   stock-form   banking organization  subject  to  either  article  six  or  article ten of this chapter, the board of directors of the corporation by a majority vote of all the members thereof shall approve the proposed sale, lease, exchange or  other  disposition  and  direct  its  submission  to   a   vote   of stockholders.   Notice  of  meeting  shall  be  given  to  each stockholder of record, whether or not entitled to vote.   The stockholders shall authorize such sale, lease, exchange  or  other disposition and may fix, or may authorize the board of directors to fix, any  of  the  terms  and  conditions thereof and the consideration to be received by the corporation therefor, which may consist in whole  or  in part  of  cash  or  other  property, real or personal, including shares, bonds or other securities of any other domestic or  foreign  corporation or  corporations, by vote at a meeting of stockholders of the holders of two-thirds of all outstanding shares entitled to vote thereon.  (b) In the case of a mutual corporation subject to the  provisions  of article six of this chapter, the board of trustees of the corporation by a  vote  of  a  majority  of  all  the members thereof shall approve and authorize the proposed sale, lease, exchange or  other  disposition  and shall  fix any of the terms and conditions thereof and the consideration to be received by the corporation therefor, which may consist  in  whole or  in  part of cash or other property, real or personal, including such shares, bonds or other securities  of  any  other  domestic  or  foreign corporation  or  corporations  as are authorized investments for savings banks, subject to those limitations applicable to such investments.   A verified copy of the minutes of the meeting at which  the  board  of trustees approves and authorizes the proposed transaction shall be filed in  the  office  of  the  superintendent  together  with  a  copy of the agreement governing the proposed transaction, a statement setting  forth the  reasons  why the trustees believe the proposed transaction would be in the best interest of the savings bank, its depositors and the  public and  such  other  information  as  the  superintendent  may  require. In determining whether or not to  approve  the  proposed  transaction,  the superintendent  shall consider whether the proposed transaction would be in the best interests of the savings bank, its depositors and the public and such other information as the superintendent may  deem  appropriate. The  superintendent shall notify the board of trustees in writing of his or her determination. If the superintendent disapproves,  the  board  of trustees shall abandon the proposed transaction.  (c)  In  the case of a mutual corporation subject to the provisions of article ten of this chapter, the board of directors of  the  corporation by a majority vote of all the members thereof shall approve the proposed sale,  lease, exchange or other disposition and direct its submission to a vote of shareholders.   Notice of meeting shall be given to each shareholder.   The  shareholders  shall authorize such sale, lease, exchange or other disposition and may fix, or may authorize the board of directors to fix, any of the terms and conditions thereof  and  the  consideration  to  be received  by  the corporation therefor, which may consist in whole or in part of cash or other property, real or personal, including such shares, bonds or other securities of any other domestic or  foreign  corporation or  corporations  as  are  authorized  investments  for savings and loan associations,  subject  to  those   limitations   applicable   to   such investments,  by  vote  at  a  meeting of shareholders of the holders of two-thirds in amount  of  the  book  value  of  all  outstanding  shares entitled to vote thereon.   A  verified  copy of the minutes of the meetings at which the board of directors  and  shareholders  approve   and   authorize   the   proposed transaction  shall be filed in the office of the superintendent together with a copy of the  agreement  governing  the  proposed  transaction,  a statement  setting  forth  the  reasons  why  the  directors believe the proposed transaction would be in the best interest of  the  savings  and loan  association,  its  shareholders  and  the  public  and  such other information as the superintendent may require. In determining whether or not to  approve  the  proposed  transaction,  the  superintendent  shall consider whether the proposed transaction would be in the best interests of  the  savings  and loan association, its shareholders and the public. The superintendent shall notify the board of directors in writing of his or her determination. If the superintendent disapproves,  the  board  of directors shall abandon the proposed transaction.   2. Notwithstanding stockholder or shareholder authorization, the board may  abandon  the  proposed  sale,  lease, exchange or other disposition without further action by the stockholders or shareholders,  subject  to the  rights,  if  any,  of  third  parties  under  any contract relating thereto.   3. This section shall not be applicable to a sale  or  disposition  of assets  the  acquisition  of  which is authorized by section six hundred one-a of this chapter, or to any sale or  other  disposition  of  assets after  the entry of an order pursuant to subdivision four of section six hundred five of this chapter, or to a sale  or  disposition  of  all  or substantially  all  of the assets by a mutual corporation subject to the provisions of article six or article ten of this chapter to  a  national banking association or national banking associations or a corporation or corporations  subject  to the provisions of article three, article eight or article twelve of this chapter or to a stock-form corporation subject to article six or article ten of this chapter or to a stock-form federal savings bank or to a stock-form federal savings and loan association.