2023 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.