2023 New York Laws › BNK - Banking › Article 10-C - Mutual Holding Companies › 447-B - Formation of a Mutual Holding Company.

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