New York Banking Law

Article 6-C
Mutual Holding Companies

Section 
        290. Authorization of the formation of mutual holding companies.
        291. Required approvals.
        292. Formation of a mutual holding company.
        293. Mutual holding company powers.
        294. Conversion of mutual holding company into stock holding
               company.

  S 290. Authorization of the formation of mutual holding companies. 1.
Notwithstanding any other provision of law, and in accordance with
general regulations which the banking board shall promulgate to
facilitate such reorganizations, a mutual savings bank may reorganize so
as to cause its deposit-taking and one or more other activities to be
conducted by a stock savings bank subsidiary of a mutual holding company
formed for such purpose.
  2. Except to the extent that such provisions are inconsistent with
this article, the stock savings bank subsidiary of the mutual holding
company shall be subject to the same provisions of this chapter as apply
to savings banks which have converted to stock form pursuant to sections
fourteen-e and nine thousand nineteen of this chapter.

  S 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 banking board 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.

  S 292. 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 bank subsidiary and the transferal to such stock savings bank of
the substantial part of its assets and liabilities, including all of its
deposit liabilities, in accordance with general regulations promulgated
by the banking board;
  (ii) the organization by the mutual savings bank of a mutual holding
company and the organization by such mutual holding company of a stock
savings bank subsidiary which merges with the mutual savings bank; or
  (iii) the reorganization of the mutual savings bank under any other
method approved pursuant to general or specific regulations promulgated
by the banking board.
  (b) For the purposes of paragraph (a) of this subdivision, such
regulations shall permit the stock savings bank 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 bank. 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 bank to issue equity or debt
securities other than common stock and securities convertible into
common stock.
	

Article 5-B, Continued . . .

 
  2. In connection with the reorganization of a mutual savings bank as
provided in section two hundred ninety of this article, the mutual
holding company may retain or acquire assets of the mutual savings bank
to the extent that such assets are not then required to be transferred
to or retained by the stock savings bank in order to satisfy capital or
reserve requirements of any applicable state or federal law or
regulation.
  3. A stock savings bank 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 bank (or any affiliate thereof) or (b) an
officer, trustee or employee of the mutual holding company. If the
organization certificate or bylaws of the stock savings bank 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.

  S 293. Mutual holding company powers. 1. Upon the formation of a
mutual holding company by a mutual savings bank:
  (a) except as provided pursuant to the provisions of subdivision two
of this section, the mutual holding company shall possess all the
rights, powers and privileges, except deposit-taking powers, and shall
be subject to all the limitations, not inconsistent with this article,
of a mutual savings bank under articles six and sixteen of this chapter.
  (b) the mutual holding company shall be subject to the limitations
imposed by the Bank Holding Company Act of 1956 (title twelve United
States Code Section 1841, et seq.) or, in the case of a mutual holding
company resulting from the reorganization of a savings bank which has
elected either prior or subsequent to such reorganization to be treated
as a savings association as that term is defined in title twelve United
States Code Section 1467a, such mutual holding company shall be subject
to the limitations imposed by the savings and loan holding company
provisions of the Home Owners Loan Act (title twelve United States Code
Section 1467a).
  2. Notwithstanding any inconsistent provisions of section fourteen-e,
six hundred, six hundred one, six hundred one-a or six hundred one-b of
this chapter, subject to general regulations promulgated by the banking
board, a mutual holding company may:
  (a) merge with, acquire or purchase the assets of a mutual holding
company established pursuant to this article or the savings and loan
holding company provisions of the Home Owners Loan Act (title twelve
United States Code Section 1467a);
  (b) acquire or purchase the assets or stock of a stock savings bank, a
stock savings and loan association, a stock federal savings bank or a
stock federal savings and loan association;	
  (c) acquire a mutual savings bank, a mutual savings and loan
association, a federal mutual savings bank or a federal mutual savings
and loan association through the merger of such institution with a stock
subsidiary of such mutual holding company;
  (d) engage in any other acquisition or combination specifically
permitted by general regulations promulgated by or specific resolution
of the banking board; provided, however, that any such regulation
promulgated by, or specific resolution, of the banking board shall only
authorize activities which are authorized by the provisions of the Bank
Holding Company Act of 1956, as amended, (title twelve United States
Code, Section 1841, et seq.) and the provisions applicable, to mutual
holding companies under the Home Owners Loan Act, as amended, (title
twelve United States Code, Section 1467a) and any regulations or rules
of the Federal Reserve Board and the federal Office of Thrift
Supervision pursuant thereto, respectively, to the extent such
authorized activities are not otherwise limited or prohibited by this
chapter.

  S 294. Conversion of mutual holding company into stock holding
company. 1. If approved by the superintendent, a mutual holding company
may convert to a stock holding company in accordance with general
regulations promulgated by the banking board.
  2. If approved by the superintendent, the mutual holding company shall
submit the plan of conversion to its depositors for approval at a
meeting convened for that purpose in accordance with such regulations.
The provisions of paragraphs (a), (b), (c) and (d) of subdivision three
of section two hundred ninety-one of this article shall apply to such
meeting. For the purpose of this subdivision, the term "depositors"
shall mean those depositors as of a record date, of a stock savings bank
subsidiary of the mutual holding company which:
  (a) was organized as a result of the reorganization of a mutual
savings bank as provided in section two hundred ninety of this article;
and
  (b) has not at any time subsequent to its organization issued more
than forty-nine per centum of its issued and outstanding common stock to
any persons other than a mutual holding company organized pursuant to
this article or the savings and loan holding company provisions of the
Home Owners Loan Act (title twelve United States Code Section 1467a).