New York Codes, Rules and Regulations › Title 3 - BANKING › Chapter I - GENERAL REGULATIONS OF THE SUPERINTENDENT › Part 86 - Organization And Operation Of Stock-form Savings Banks And Savings And Loan Associations › Section 86.4 - General provisions relating to the conversion (other than a conversion effected pursuant to any contrary provisions of section 86.12 of this part) of a t

Current through Register Vol. 46, No. 28, July 10, 2024
(a)
(1) The board of trustees or the board of
				directors, as the case may be, of a thrift may determine to convert the
				institution to stock-form of ownership, and to seek the superintendent's
				approval therefor, by first securing the approval of its plan of conversion by
				a majority of the entire board of such trustees or directors, at a meeting duly
				held upon not less than 15 days' notice (or upon such shorter notice, or
				without notice, provided all the members of such board waive in writing such
				15-day notice period), said notice to contain a copy of the plan of conversion
				proposed to be filed with the superintendent.
(2) Following the approval of the plan of
				conversion by the board of trustees or directors, the converting institution
				shall promptly provide public notice of its plan to convert to stock form. Such
				public notice shall be made by means of the posting of a notice in a
				conspicuous place in the principal and branch offices (which term shall not
				include separate electronic facilities) of the institution, the issuance of a
				press release containing all material details of the proposed conversion (and
				such other information required to make the press release not false or
				misleading) and the placing of an advertisement containing such material
				details (and such other information, if any) in a newspaper of general
				circulation in the communities where the principal offices and branches of the
				converting institution are located. Thereafter, such institution shall file
				with the superintendent for approval an application for conversion containing
				all of the information required by section
				86.13 
				of this Part. The superintendent's approval or disapproval shall be given
				within 60 days after the superintendent shall have acknowledged to the
				applicant that the contents of the application and the required documents and
				exhibits are substantially complete and acceptable in the form
				submitted.
(3) If approved, such
				institution shall submit the plan of conversion to its eligible account
				holders, for approval at a meeting held upon written notice given no less than
				20 days nor more than 45 days prior to the date of such meeting. Separate
				notices shall be sent to joint account holders at each address appearing on the
				records of the institution as the address of a joint account holder, except
				that only one notice need be sent to joint account holders residing at the same
				address. Such notice shall be sent by first class mail postage prepaid and
				shall consist of a notice of meeting and shall be accompanied by a proxy card
				and either a proxy statement or a short-form proxy statement, each to comply
				with the provisions of section
				86.14  of this
				Part. The proxy card: shall indicate in boldface type whether the proxy is
				solicited on behalf of the management; shall provide specifically designated
				blank spaces for dating and signing such proxy card; shall identify clearly and
				impartially each matter or group of related matters intended to be acted upon
				at the meeting; shall be clearly labeled "revocable proxy" in boldface type;
				shall describe any charter or other requirement restricting or conditioning
				voting by proxy; shall contain an acknowledgment by the person giving the proxy
				that he has received a proxy statement prior to signing the form of proxy;
				shall contain the date, time and place of meeting, if practicable; shall
				provide by a box or otherwise, a means whereby the depositor or shareholder
				solicited is afforded an opportunity to specify by ballot a choice between
				approval or disapproval of each matter referred to therein as intended to be
				acted upon; and shall indicate in boldface type how the proxy shall be voted on
				each such matter as to which no choice is so specified. Only one joint account
				holder must sign a proxy card sent in connection with a joint account, if
				clearly stated on the proxy card. No such proxy shall confer authority to vote
				at any meeting other than the meeting (or any adjournment thereof) to vote on
				conversion. A proxy may be deemed to confer authority to vote with respect to
				matters incident to the conduct of such meeting. The proxy statement or form of
				proxy shall provide that the votes represented by the proxy will be voted;
				that, where the depositor or shareholder solicited specifies by means of a
				ballot a choice with respect to any matter to be acted upon, the votes will be
				voted in accordance with the specifications so made; and that if no choice is
				specified, the votes will be cast as indicated in boldface on the proxy
				card.
(4) A vote of 75 percent in
				amount of deposit liabilities or book value of outstanding shares, as the case
				may be, represented in person or by proxy at such meeting shall be required for
				approval of the plan. No specific minimum amount of deposits or shares shall be
				required to be present either in person or by proxy at such meeting in order to
				constitute a quorum for the transaction of business. No eligible account holder
				may cast more than 1,000 votes at such meeting. The board of trustees or board
				of directors, as the case may be, shall appoint an independent custodian and
				tabulator to receive and hold the proxy cards and to count the votes cast in
				favor of and in opposition to the plan of conversion. In the event provision is
				made for the receipt of proxies at offices of the converting institution,
				proxies must be deposited unopened in sealed containers that are maintained and
				delivered unopened in a sealed state to the custodian and tabulator. Such
				custodian and tabulator shall not be affiliated with any party with an interest
				in the transaction, including any financial advisor, underwriter, appraiser,
				law firm or proxy solicitation firm engaged by the board of trustees or
				directors in connection with the conversion.
(5) A depositor or shareholder shall be
				eligible to vote if he shall have met the requirements of section 9019  of the Banking Law as of the
				eligibility record date.
(6) Within
				five days after the meeting of shareholders or depositors (which is any event
				shall be before the amended organization certificate of the converting thrift
				is filed pursuant to subdivision [c] of this section), the president and
				secretary of the converting institution shall certify to the superintendent the
				result of the vote taken at such meeting.