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 33.26 - Contents of Reorganization Plans

Current through Register 1525, July 5, 2024
Each Reorganization Plan shall contain a complete description
				of all significant terms of the proposed reorganization, shall attach and
				incorporate any Stock Issuance Plan proposed in connection with the
				Reorganization Plan, and shall:
(1)
			 provide for amendment of the Articles of Organization and bylaws of the
			 reorganizing mutual banking institution to read in the form of the Articles of
			 Organization and bylaws of a mutual holding company, and attach and incorporate
			 such Articles of Organization and bylaws;
(2) provide for the organization of the
			 resulting subsidiary banking institution, which shall be in the form of a
			 savings bank or co-operative bank in stock form organized pursuant to M.G.L. c.
			 167H, § 5, and shall attach and incorporate the proposed Articles of
			 Organization and by laws of such subsidiary banking institution;
(3) If the reorganizing mutual banking
			 institution proposes to form a subsidiary holding company, provide for the
			 organization of a subsidiary holding company and attach and incorporate the
			 proposed Articles of Organization or Corporate Charter and bylaws of such
			 subsidiary holding company. Such Articles or Charter and bylaws, and any
			 amendments thereto, shall conform to M.G.L. c. 167H and
			 209 CMR 33.21
			 through
			 33.32,
			 including applicable limitations on powers and investments and shall require
			 the Commissioner's prior written approval.
(4) provide for amendment of the Articles of
			 Organization and bylaws of any acquiree subsidiary banking institution to read
			 in the form of the Articles of Organization and bylaws of a state-chartered
			 bank or federal savings association in stock form, and attach and incorporate
			 such Articles of Organization and bylaws;
(5) provide that, upon consummation of the
			 reorganization, the substantial part of its assets and liabilities, including
			 all of its deposit liabilities, of the reorganizing mutual banking institution
			 shall be transferred to the resulting subsidiary banking institution, which
			 shall thereupon become an operating subsidiary of the mutual holding
			 company;
(6) provide that all
			 assets, rights, obligations, and liabilities of whatever nature of the
			 reorganizing mutual banking institution that are not expressly retained by the
			 mutual holding company shall be deemed transferred to the resulting subsidiary
			 banking institution;
(7) provide
			 that each depositor in the reorganizing mutual banking institution or any
			 acquiree subsidiary banking institution immediately prior to the reorganization
			 shall upon consummation of the reorganization receive, without payment, an
			 identical account in the resulting subsidiary banking institution or the
			 acquiree subsidiary banking institution, as the case may be;
(8) provide that the Reorganization Plan as
			 adopted by the boards of trustees or directors of the reorganizing mutual
			 banking institutions and any acquiree subsidiary banking institution may be
			 substantively amended by those boards of trustees or directors as a result of
			 comments from regulatory authorities or otherwise prior to the approval from
			 the corporators of a reorganizing mutual savings bank or members of the
			 reorganizing mutual co-operative bank and any acquiree subsidiary banking
			 institution of the Reorganization Plan and at any time thereafter with the
			 concurrence of the Commissioner; and that the reorganization may be terminated
			 by the board of trustees or directors of the reorganizing mutual banking
			 institution or any acquiree subsidiary banking institution at any time prior to
			 the meeting of the corporators or members of the mutual banking institution
			 called to consider the Reorganization Plan and at any time thereafter with the
			 concurrence of the Commissioner;
(9) provide that the Reorganization Plan
			 shall be terminated if not completed within a specified period of time, which
			 shall not be more than 24 months from the date upon which the corporators or
			 members of the reorganizing mutual banking institution or the date upon which
			 the corporators or members of any acquiree subsidiary mutual institution,
			 whichever is earlier, approve the Reorganization Plan and may not be extended
			 by the reorganizing mutual banking institution or acquiree subsidiary banking
			 institution;
(10) provide that the
			 mutual holding company shall liquidate under M.G.L. c.167H, § 2, upon the
			 sale or acquisition of its sole subsidiary banking institution to a bank
			 holding company which is not a mutual holding company or to a banking
			 institution which is not a subsidiary banking institution of a mutual holding
			 company; and
(11) provide that the
			 expenses incurred in connection with the reorganization shall be
			 reason-able.