2023 New York Laws › BNK - Banking › Article 6-C - Mutual Holding Companies › 291 - Required Approvals.

§ 291.  Required  approvals.  1.  A reorganization of a mutual savings
bank pursuant to this article shall be approved by  a  majority  of  the
board of trustees of the mutual savings bank.
2.  (a)  A  mutual savings bank 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  trustees  pursuant  to
subdivision  one  of this section, the proposed organization certificate
for the mutual holding company and the stock savings bank 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) 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 depositors  of  the  mutual  savings
bank  proposing  to reorganize as provided in section two hundred ninety
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  bank proposing to reorganize as provided in section two hundred
ninety of this article warrant  disapproval  of  the  proposed  plan  of
reorganization; and
(v)  whether  the  mutual  savings  bank  proposing  to  reorganize as
provided in section two hundred ninety of this article fails to  furnish
any  information  required  under  paragraph  (a) of this subdivision or
furnishes 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 bank 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 bank 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. If approved by the superintendent, the mutual  savings  bank  shall
submit  the  plan  of reorganization to its depositors 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 depositors whose aggregate deposit 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 depositor entitled to vote shall be entitled to cast one vote
for each full one hundred dollars of deposits of such depositor shown on
the books and records of the mutual savings bank as of the record date;
(c)  no  depositor  shall be entitled to cast any vote for any deposit
balance in amounts of less than one hundred dollars; and
(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  deposits  represented  at
such  meeting  either  in  person or by valid proxy and entitled to vote
thereat.