2023 New York Laws › BNK - Banking › Article 13 - Merger; Voluntary Dissolution; Superintendent's Taking Possession; Reorganization; Liquidation › 601-C - Sale, Lease, Exchange or Other Disposition of Property, Rights, Privileges and Franchises.

§ 601-c.  Sale,  lease,  exchange  or  other  disposition of property,
rights, privileges and franchises. 1. Subject to  subdivision  eight  of
section  six  hundred  five  of  this  chapter,  and except as otherwise
provided by law or by its organization certificate or other  certificate
filed  pursuant  to  law, a corporation organized under the laws of this
state and subject to the  provisions  of  article  three,  article  six,
article  eight,  article  ten  or  article  twelve  of  this chapter may
voluntarily sell, lease, exchange or otherwise dispose of its  property,
rights,  privileges  and franchises, or any interest therein or any part
thereof; provided, however, that if such sale, lease, exchange or  other
disposition  is  not  made  in  the  regular  course  of business of the
corporation and involves all  or  substantially  all  of  its  property,
rights, privileges and franchises, or an integral part thereof essential
to  the  conduct  of  the business of the corporation, such sale, lease,
exchange or other disposition shall be  authorized  only  in  accordance
with the following procedure:
(a)  In the case of a corporation subject to the provisions of article
three,  article  eight,  article  twelve   or   a   stock-form   banking
organization  subject  to  either  article  six  or  article ten of this
chapter, the board of directors of the corporation by a majority vote of
all the members thereof shall approve the proposed sale, lease, exchange
or  other  disposition  and  direct  its  submission  to   a   vote   of
stockholders.
Notice  of  meeting  shall  be  given  to  each stockholder of record,
whether or not entitled to vote.
The stockholders shall authorize such sale, lease, exchange  or  other
disposition and may fix, or may authorize the board of directors to fix,
any  of  the  terms  and  conditions thereof and the consideration to be
received by the corporation therefor, which may consist in whole  or  in
part  of  cash  or  other  property, real or personal, including shares,
bonds or other securities of any other domestic or  foreign  corporation
or  corporations, by vote at a meeting of stockholders of the holders of
two-thirds of all outstanding shares entitled to vote thereon.
(b) In the case of a mutual corporation subject to the  provisions  of
article six of this chapter, the board of trustees of the corporation by
a  vote  of  a  majority  of  all  the members thereof shall approve and
authorize the proposed sale, lease, exchange or  other  disposition  and
shall  fix any of the terms and conditions thereof and the consideration
to be received by the corporation therefor, which may consist  in  whole
or  in  part of cash or other property, real or personal, including such
shares, bonds or other securities  of  any  other  domestic  or  foreign
corporation  or  corporations  as are authorized investments for savings
banks, subject to those limitations applicable to such investments.
A verified copy of the minutes of the meeting at which  the  board  of
trustees approves and authorizes the proposed transaction shall be filed
in  the  office  of  the  superintendent  together  with  a  copy of the
agreement governing the proposed transaction, a statement setting  forth
the  reasons  why the trustees believe the proposed transaction would be
in the best interest of the savings bank, its depositors and the  public
and  such  other  information  as  the  superintendent  may  require. In
determining whether or not to  approve  the  proposed  transaction,  the
superintendent  shall consider whether the proposed transaction would be
in the best interests of the savings bank, its depositors and the public
and such other information as the superintendent may  deem  appropriate.
The  superintendent shall notify the board of trustees in writing of his
or her determination. If the superintendent disapproves,  the  board  of
trustees shall abandon the proposed transaction.
(c)  In  the case of a mutual corporation subject to the provisions of
article ten of this chapter, the board of directors of  the  corporation
by a majority vote of all the members thereof shall approve the proposed
sale,  lease, exchange or other disposition and direct its submission to
a vote of shareholders.
Notice of meeting shall be given to each shareholder.
The  shareholders  shall authorize such sale, lease, exchange or other
disposition and may fix, or may authorize the board of directors to fix,
any of the terms and conditions thereof  and  the  consideration  to  be
received  by  the corporation therefor, which may consist in whole or in
part of cash or other property, real or personal, including such shares,
bonds or other securities of any other domestic or  foreign  corporation
or  corporations  as  are  authorized  investments  for savings and loan
associations,  subject  to  those   limitations   applicable   to   such
investments,  by  vote  at  a  meeting of shareholders of the holders of
two-thirds in amount  of  the  book  value  of  all  outstanding  shares
entitled to vote thereon.
A  verified  copy of the minutes of the meetings at which the board of
directors  and  shareholders  approve   and   authorize   the   proposed
transaction  shall be filed in the office of the superintendent together
with a copy of the  agreement  governing  the  proposed  transaction,  a
statement  setting  forth  the  reasons  why  the  directors believe the
proposed transaction would be in the best interest of  the  savings  and
loan  association,  its  shareholders  and  the  public  and  such other
information as the superintendent may require. In determining whether or
not to  approve  the  proposed  transaction,  the  superintendent  shall
consider whether the proposed transaction would be in the best interests
of  the  savings  and loan association, its shareholders and the public.
The superintendent shall notify the board of directors in writing of his
or her determination. If the superintendent disapproves,  the  board  of
directors shall abandon the proposed transaction.
2. Notwithstanding stockholder or shareholder authorization, the board
may  abandon  the  proposed  sale,  lease, exchange or other disposition
without further action by the stockholders or shareholders,  subject  to
the  rights,  if  any,  of  third  parties  under  any contract relating
thereto.
3. This section shall not be applicable to a sale  or  disposition  of
assets  the  acquisition  of  which is authorized by section six hundred
one-a of this chapter, or to any sale or  other  disposition  of  assets
after  the entry of an order pursuant to subdivision four of section six
hundred five of this chapter, or to a sale  or  disposition  of  all  or
substantially  all  of the assets by a mutual corporation subject to the
provisions of article six or article ten of this chapter to  a  national
banking association or national banking associations or a corporation or
corporations  subject  to the provisions of article three, article eight
or article twelve of this chapter or to a stock-form corporation subject
to article six or article ten of this chapter or to a stock-form federal
savings bank or to a stock-form federal savings and loan association.