NY Banking L § 447-B (2021)
2021 New York Laws BNK - Banking Article 10-C - Mutual Holding Companies 447-B - Formation of a Mutual Holding Company.

§ 447-b.  Formation  of  a  mutual  holding  company.  1.  The plan of reorganization may authorize the formation of a mutual  holding  company by:  (a)  (i)  the  organization  by  the mutual holding company of a stock savings and loan association subsidiary and the transferal to such stock savings and loan association of the substantial part of its  assets  and liabilities,  including  all  of  its deposit liabilities, in accordance with general regulations promulgated by the superintendent of  financial services;  (ii)  the organization by the mutual savings and loan association of a mutual holding company and  the  organization  by  such  mutual  holding company  of a stock savings and loan association subsidiary which merges with the mutual savings and loan association; or  (iii) the reorganization of the mutual savings  and  loan  association under  any  other  method  approved  pursuant  to  general  or  specific regulations promulgated by the superintendent of financial services.  (b) For the purposes  of  paragraph  (a)  of  this  subdivision,  such regulations shall permit the stock savings and loan association to issue to  persons  other  than  the  mutual  holding  company of which it is a subsidiary an amount of common stock  and  securities  convertible  into common  stock  which  in  the  aggregate  does not exceed forty-nine per centum of the issued and outstanding common stock of such stock  savings and  loan  association,  provided that if a mutual holding company which owns all of the common stock  and  securities  convertible  into  common stock  of  its  savings  and  loan  association  subsidiary subsequently determines to make such an issuance it shall pay  a  fee  as  prescribed pursuant  to  section eighteen-a of this chapter. Issued and outstanding securities that are convertible into common stock  shall  be  considered issued  and  outstanding  common stock for the purposes of computing the forty-nine per centum limitation. This paragraph  shall  not  limit  the authority  of such stock savings and loan association to issue equity or debt securities other than common stock and securities convertible  into common stock.   2.  In connection with the reorganization of a mutual savings and loan association as provided in section  four  hundred  forty-seven  of  this article,  the mutual holding company may retain or acquire assets of the mutual savings and loan association to the extent that such  assets  are not  then required to be transferred to or retained by the stock savings and loan association in order to satisfy capital or reserve requirements of any applicable state or federal law or regulation.   3. A stock savings and loan association, at least fifty-one per centum but less than one hundred per centum of the outstanding common stock  of which  is  owned  by  a  mutual  holding company shall have at least one director, but  no  more  than  two-fifths  of  its  directors,  who  are "unaffiliated  directors"  who  shall  represent  the  interests  of the minority shareholders. An "unaffiliated director" is a director  who  is not (a) an officer or employee of the stock savings and loan association (or  any  affiliate  thereof)  or  (b)  an officer, trustee, director or employee of the mutual holding company. If the organization  certificate or  bylaws  of  the  stock savings and loan association provide that the board of directors shall be divided into two or more  classes,  then  to the  extent  possible,  each  class  shall  contain  the  same number of unaffiliated directors as each other class.