N.Y. Banking Law § 601-c: Sale, lease, exchange or other disposition of property, rights, privileges and franchises

§ 601-c. Sale, lease, exchange or other disposition of property,

rights, privileges and franchises. 1. Subject to subdivision eight of

section six hundred five of this chapter, and except as otherwise

provided by law or by its organization certificate or other certificate

filed pursuant to law, a corporation organized under the laws of this

state and subject to the provisions of article three, article six,

article eight, article ten or article twelve of this chapter may

voluntarily sell, lease, exchange or otherwise dispose of its property,

rights, privileges and franchises, or any interest therein or any part

thereof; provided, however, that if such sale, lease, exchange or other

disposition is not made in the regular course of business of the

corporation and involves all or substantially all of its property,

rights, privileges and franchises, or an integral part thereof essential

to the conduct of the business of the corporation, such sale, lease,

exchange or other disposition shall be authorized only in accordance

with the following procedure:

(a) In the case of a corporation subject to the provisions of article

three, article eight, article twelve or a stock-form banking

organization subject to either article six or article ten of this

chapter, the board of directors of the corporation by a majority vote of

all the members thereof shall approve the proposed sale, lease, exchange

or other disposition and direct its submission to a vote of

stockholders.

Notice of meeting shall be given to each stockholder of record,

whether or not entitled to vote.

The stockholders shall authorize such sale, lease, exchange or other

disposition and may fix, or may authorize the board of directors to fix,

any of the terms and conditions thereof and the consideration to be

received by the corporation therefor, which may consist in whole or in

part of cash or other property, real or personal, including shares,

bonds or other securities of any other domestic or foreign corporation

or corporations, by vote at a meeting of stockholders of the holders of

two-thirds of all outstanding shares entitled to vote thereon.

(b) In the case of a mutual corporation subject to the provisions of

article six of this chapter, the board of trustees of the corporation by

a vote of a majority of all the members thereof shall approve and

authorize the proposed sale, lease, exchange or other disposition and

shall fix any of the terms and conditions thereof and the consideration

to be received by the corporation therefor, which may consist in whole

or in part of cash or other property, real or personal, including such

shares, bonds or other securities of any other domestic or foreign

corporation or corporations as are authorized investments for savings

banks, subject to those limitations applicable to such investments.

A verified copy of the minutes of the meeting at which the board of

trustees approves and authorizes the proposed transaction shall be filed

in the office of the superintendent together with a copy of the

agreement governing the proposed transaction, a statement setting forth

the reasons why the trustees believe the proposed transaction would be

in the best interest of the savings bank, its depositors and the public

and such other information as the superintendent may require. In

determining whether or not to approve the proposed transaction, the

superintendent shall consider whether the proposed transaction would be

in the best interests of the savings bank, its depositors and the public

and such other information as the superintendent may deem appropriate.

The superintendent shall notify the board of trustees in writing of his

or her determination. If the superintendent disapproves, the board of

trustees shall abandon the proposed transaction.

(c) In the case of a mutual corporation subject to the provisions of

article ten of this chapter, the board of directors of the corporation

by a majority vote of all the members thereof shall approve the proposed

sale, lease, exchange or other disposition and direct its submission to

a vote of shareholders.

Notice of meeting shall be given to each shareholder.

The shareholders shall authorize such sale, lease, exchange or other

disposition and may fix, or may authorize the board of directors to fix,

any of the terms and conditions thereof and the consideration to be

received by the corporation therefor, which may consist in whole or in

part of cash or other property, real or personal, including such shares,

bonds or other securities of any other domestic or foreign corporation

or corporations as are authorized investments for savings and loan

associations, subject to those limitations applicable to such

investments, by vote at a meeting of shareholders of the holders of

two-thirds in amount of the book value of all outstanding shares

entitled to vote thereon.

A verified copy of the minutes of the meetings at which the board of

directors and shareholders approve and authorize the proposed

transaction shall be filed in the office of the superintendent together

with a copy of the agreement governing the proposed transaction, a

statement setting forth the reasons why the directors believe the

proposed transaction would be in the best interest of the savings and

loan association, its shareholders and the public and such other

information as the superintendent may require. In determining whether or

not to approve the proposed transaction, the superintendent shall

consider whether the proposed transaction would be in the best interests

of the savings and loan association, its shareholders and the public.

The superintendent shall notify the board of directors in writing of his

or her determination. If the superintendent disapproves, the board of

directors shall abandon the proposed transaction.

2. Notwithstanding stockholder or shareholder authorization, the board

may abandon the proposed sale, lease, exchange or other disposition

without further action by the stockholders or shareholders, subject to

the rights, if any, of third parties under any contract relating

thereto.

3. This section shall not be applicable to a sale or disposition of

assets the acquisition of which is authorized by section six hundred

one-a of this chapter, or to any sale or other disposition of assets

after the entry of an order pursuant to subdivision four of section six

hundred five of this chapter, or to a sale or disposition of all or

substantially all of the assets by a mutual corporation subject to the

provisions of article six or article ten of this chapter to a national

banking association or national banking associations or a corporation or

corporations subject to the provisions of article three, article eight

or article twelve of this chapter or to a stock-form corporation subject

to article six or article ten of this chapter or to a stock-form federal

savings bank or to a stock-form federal savings and loan association.