2023 Massachusetts General Laws › Part I - Administration of the Government › Title XXII - Corporations › Chapter 167h - Mutual Holding Companies › Section 2 - Reorganization of Mutual Banking Institution

Section 2. (a) Notwithstanding any general or special law to the contrary, a mutual banking institution that is a savings bank may reorganize so as to become a mutual holding company by: (1) establishing a subsidiary banking institution as a stock savings bank in accordance with section 3 and transferring to such subsidiary banking institution the substantial part of its assets and liabilities, including all of its deposit liabilities; or (2) by structuring the reorganization under any procedures acceptable to the commissioner, including, but not limited to, the merger of the existing mutual bank with and into a savings bank established for the purpose of completing the reorganization; provided, that to facilitate a multi-step reorganization the commissioner may, subject to such terms and conditions as the commissioner may impose, grant any and all certificates and approvals to establish and control a new mutual savings bank. Upon such reorganization, all persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual banking institution shall have such rights solely with respect to the subsidiary banking institution and the corresponding liability or obligation of the mutual banking institution to such persons shall be assumed by the subsidiary banking institution. All persons who had liquidation rights pursuant to section 15 of chapter 167I with respect to the mutual banking institution shall continue to have such rights solely with respect to said mutual holding company.
(b) Notwithstanding any general or special law to the contrary, a mutual banking institution that is a cooperative bank may reorganize so as to become a mutual holding company by: (1) establishing a subsidiary banking institution as a stock cooperative bank in accordance with section 3 and transferring to such subsidiary banking institution the substantial part of its assets and liabilities, including all of its deposit liabilities; or (2) by structuring the reorganization under any procedures acceptable to the commissioner, including, but not limited to, the merger of the existing mutual bank with and into a cooperative bank established for the purpose of completing the reorganization; provided, that for the purpose of facilitating a multi-step reorganization the commissioner may, subject to such terms and conditions as the commissioner may impose, grant any and all certificates and approvals to establish and control a new cooperative bank. Upon such reorganization, all persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual banking institution shall have such rights solely with respect to the subsidiary banking institution and the corresponding liability or obligation of the mutual banking institution to such persons shall be assumed by the subsidiary banking institution. All persons who had liquidation rights pursuant to section 15 of chapter 167I with respect to the mutual banking institution shall continue to have such rights solely with respect to said mutual holding company.
(c) Any reorganization of a mutual banking institution pursuant to subsection (a) shall be approved by a majority of the board of trustees and by a majority of the corporators present and voting in each case at the annual meeting or at a special meeting called, in accordance with the by-laws, for such purpose. Any such reorganization pursuant to subsection (b) shall be approved by a majority of the board of directors and by a majority of the shareholders present and voting in each case at the annual meeting or at a special meeting called, in accordance with the by-laws, for such purpose.
(d) A subsidiary banking institution established pursuant to a reorganization under clause (2) of subsection (a) or clause (2) of subsection (b) shall file a certificate of authority, together with articles of organization with the state secretary.