N.Y. Banking Law § 447-a: Required approvals

§ 447-a. Required approvals. 1. Approval by the board of directors. A

reorganization of a mutual savings and loan association pursuant to this

article shall be approved by a majority of the board of directors of the

mutual savings and loan association.

2. (a) Approval by the superintendent. A mutual savings and loan

association 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 directors pursuant to

subdivision one of this section, the proposed organization certificate

for the mutual holding company and the stock savings and loan

association 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) Factors considered. 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 shareholders of the mutual savings

and loan association proposing to reorganize as provided in section four

hundred forty-seven 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 and loan association proposing to reorganize as provided in

section four hundred forty-seven of this article warrant disapproval of

the proposed plan of reorganization; (v) whether the mutual savings and

loan association proposing to reorganize as provided in section four

hundred forty-seven of this article fails to furnish any information

required under paragraph (a) of this subdivision or furnished

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 and loan association 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 and loan association 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. Approval by shareholders. If approved by the superintendent the

mutual savings and loan association shall submit the plan of

reorganization to its shareholders 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 shareholders whose aggregate share 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 shareholder entitled to vote shall be entitled to cast one

vote for each full one hundred dollars of shares of such shareholder

shown on the books and records of the mutual savings and loan

association as of the record date;

(c) no shareholder shall be entitled to cast any vote for any share

balance in amounts of less than one hundred dollars;

(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 shares represented at such

meeting either in person or by valid proxy and entitled to vote thereat.