N.Y. Banking Law § 291: Required approvals

§ 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 superintendent of financial services 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.