2023 New York Laws › BNK - Banking › Article 6-C - Mutual Holding Companies › 292 - Formation of a Mutual Holding Company.

§ 292.  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 bank subsidiary and the transferal to such stock savings bank 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 bank of a mutual holding
company and the organization by such mutual holding company of  a  stock
savings bank subsidiary which merges with the mutual savings bank; or
(iii)  the  reorganization  of the mutual savings bank 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  bank  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 bank, provided
that if a mutual holding company which owns all of the common stock  and
securities  convertible into common stock of its savings bank 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 bank 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  bank  as
provided  in  section  two  hundred  ninety  of this article, the mutual
holding company may retain or acquire assets of the mutual savings  bank
to  the  extent that such assets are not then required to be transferred
to or retained by the stock savings bank in order to satisfy capital  or
reserve   requirements  of  any  applicable  state  or  federal  law  or
regulation.
3. A stock savings bank 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 bank (or any affiliate thereof) or (b) an
officer, trustee or employee of  the  mutual  holding  company.  If  the
organization  certificate  or  bylaws  of the stock savings bank 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.