NY Banking L § 447-A (2021)
2021 New York Laws BNK - Banking Article 10-C - Mutual Holding Companies 447-A - Required Approvals.

§ 447-a.  Required approvals. 1. Approval by the board of directors. A reorganization of a mutual savings and loan association pursuant to this article shall be approved by a majority of the board of directors of the mutual savings and loan association.   2. (a) Approval by the  superintendent.  A  mutual  savings  and  loan association  proposing  a  reorganization pursuant to this article shall provide  the  superintendent  with  written  notice  of  such   proposed reorganization.  Such  notice  shall  include  a  copy  of  the  plan of reorganization  approved  by  the  board  of   directors   pursuant   to subdivision  one  of this section, the proposed organization certificate for  the  mutual  holding  company  and  the  stock  savings  and   loan association  subsidiary  and shall contain such other information as the superintendent  shall  require.  The  superintendent  shall  approve  or disapprove   the  plan  of  reorganization  within  sixty  days  of  the submission of such plan together with  such  other  information  as  the superintendent shall require.  (b)  Factors considered. In determining whether to approve the plan of reorganization, the superintendent shall consider:  (i) whether the formation of the mutual holding company would  not  be detrimental  to  the interests of the shareholders of the mutual savings and loan association proposing to reorganize as provided in section four hundred forty-seven of this article;  (ii) whether disapproval is necessary to  prevent  unsafe  or  unsound banking practices;  (iii)  whether  the  interest  of  the  public  will  be served by the proposed reorganization;  (iv) whether the financial  or  management  resources  of  the  mutual savings  and  loan  association  proposing  to reorganize as provided in section four hundred forty-seven of this article warrant disapproval  of the  proposed plan of reorganization; (v) whether the mutual savings and loan association proposing to reorganize as  provided  in  section  four hundred  forty-seven  of  this  article fails to furnish any information required  under  paragraph  (a)  of  this   subdivision   or   furnished information  containing  any  statement  which,  at  the time and in the circumstances under which it was made,  was  false  or  misleading  with respect  to  any  material  fact  or  omits  to  state any material fact necessary to make the statements therein not false or misleading.  (c) When the  superintendent  shall  have  determined  to  approve  or disapprove  the  plan  of  reorganization,  the  superintendent shall so advise the mutual savings and loan  association  in  writing  and  shall endorse approval on an organization certificate and cause it to be filed in  the office of the superintendent and with the clerk of the county in which the principal office of the mutual savings and loan association is located. Upon the filing of the organization certificate  the  existence of  the  mutual holding company shall commence. As used in this article, the  term  "organization   certificate"   shall   include   an   amended organization certificate.   3.  Approval  by  shareholders.  If approved by the superintendent the mutual  savings  and  loan  association  shall  submit   the   plan   of reorganization to its shareholders for approval at a meeting convened in accordance with general regulations promulgated by the superintendent of financial  services  for  the  sole purpose of approving or disapproving such plan. At such meeting:  (a) all shareholders whose aggregate share balance equals at least one hundred dollars as of a record date shall be  entitled  to  approve  the plan of reorganization, either in person or by valid proxy;  (b)  each  shareholder  entitled to vote shall be entitled to cast one vote for each full one hundred dollars of  shares  of  such  shareholder  shown  on  the  books  and  records  of  the  mutual  savings  and  loan association as of the record date;  (c)  no  shareholder  shall be entitled to cast any vote for any share balance in amounts of less than one hundred dollars;  (d) no plan of reorganization shall be effective  unless  approved  by the  affirmative  vote  of  at  least  seventy-five  per  centum  of the aggregate dollar amount of the book value of shares represented at  such meeting either in person or by valid proxy and entitled to vote thereat.