Code of Massachusetts Regulations › 209 CMR - DIVISION OF BANKS AND LOAN AGENCIES › Title 209 CMR 33.00 - Conversion By Co-operative Banks And Savings Banks From Mutual To Stock Form › Section 33.22 - Definitions

Current through Register 1525, July 5, 2024
Terms used in
				209 CMR 33.21
				through
				33.30
				which are defined in
				209 CMR 33.02 shall
				have the definitions set forth therein. All other terms used in 209 CMR 33.22
				shall be defined as follows, unless the context otherwise requires:-
Acquiree subsidiary banking
				institution
any mutual banking institution, other than a resulting
				subsidiary banking institution, that:
(a) is acquired by a mutual holding company, as part of, and
				concurrently with, a mutual holding company reorganization; and
(b) is in the mutual form immediately prior to such
				acquisition.
The term shall also include any mutual banking institution that
				is acquired by a mutual holding company subsequent to its reorganization and
				any resulting subsidiary banking institution or acquire subsidiary banking
				institution of another mutual holding company acquired through a merger under
				M.G.L. c. 167H, § 7(3) for the purpose of (a) determining membership
				rights under
				209 CMR 33.25;
				(b) stock issuances under
				209
				CMR 33.27 through
				33.29;
				and (c) mutual holding company conversions to stock form under
				209 CMR 33.32
				through
				33.41.
Independent Corporator
a corporator of
				a reorganizing mutual savings bank who is not an employee, officer, trustee or
				significant borrower of such savings bank. Upon the request of an applicant
				mutual savings bank, the commissioner may designate personal financial
				information relating to credit extensions to corporators as confidential
				pursuant to
				209 CMR
				33.04(4).
Insider
an officer, director, trustee
				or corporator of a mutual holding company or a subsidiary banking
				institution(s).
Member
any deposit or of a mutual
				banking institution which is a savings bank or a cooperative bank, and any
				depositor of a subsidiary banking institution of a mutual holding
				company.
Mutual banking institution
a
				Massachusetts savings or co-operative bank operating in mutual form.
Mutual holding company
a mutual
				banking institution reorganized in accordance with M.G.L. c. 167H to hold all
				or part of the shares of capital stock of a subsidiary banking institution, and
				shall mean, unless otherwise indicated, a subsidiary holding company controlled
				by a mutual holding company, organized under
				209 CMR 33.21
				through
				33.32.
Reorganization Plan
a plan to
				reorganize into a mutual holding company pursuant to M.G.L. c. 167H.
Resulting subsidiary banking
				institution
a subsidiary banking institution that is organized as
				a subsidiary of a reorganizing mutual banking institution to receive the
				substantial part of the assets and liabilities (including all deposit accounts)
				of the reorganizing mutual banking institution upon consummation of the
				reorganization.
Securities
:
(a) stock of any kind including without limitation preferred or
				common stock;
(b) securities convertible into or exchangeable for stock of
				any kind; and
(c) warrants, options or other rights for the issuance of stock
				of any kind or of securities convertible into or exchangeable for stock of any
				kind.
Stock Issuance Plan
a plan providing
				for the issuance of securities by:
(a) a subsidiary banking institution subject to the
				requirements of
				209 CMR 33.21
				through
				33.32; or
(b) a subsidiary holding company subject to the requirements of
				209 CMR 33.21
				through
				33.32.
Subsidiary banking institution
the
				banking institution resulting from the reorganization of a mutual banking
				institution in accordance with section three of M.G.L. c. 167H, all or part of
				the capital stock of which is held by a mutual holding company or a subsidiary
				holding company.
Subsidiary holding company
a stock
				holding company, organized as a business corporation under the laws of
				Massachusetts or another state, which is controlled by a mutual holding
				company, which owns the stock of a subsidiary banking institution whose
				depositors have membership rights in the parent mutual holding company and
				whose permissible activities and powers are governed by M.G.L. c. 167H and
				209 CMR 33.21
				through
				33.32.
Tax-Qualified Employee Stock Benefit
				Plan
and "ESOP" any defined benefit plan or defined contribution
				plan, such as an employee stock ownership plan, stock bonus plan, profit
				sharing plan or other plan, which meets the requirements to be qualified under
				§ 401 of the Internal Revenue Code. A "nontax-qualified employee benefit
				plan" is defined as any defined benefitplan or defined contribution plan which
				is not so qualified.