2019 Connecticut General Statutes
Title 36a - The Banking Law of Connecticut
Chapter 664c - Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Virtual Banking and Bank Holding Companies
Section 36a-192 - (Formerly Sec. 36-142aa). Reorganization of mutual savings banks and mutual savings and loan associations into mutual holding companies. Plan of reorganization.
(a) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to become a mutual holding company by: (1) (A) In the case of a mutual savings bank, causing a reorganized savings institution to be incorporated and organized as a capital stock savings bank in accordance with section 36a-193, or (B) in the case of a mutual savings and loan association, causing a reorganized savings institution to be incorporated and organized as a capital stock savings and loan association in accordance with section 36a-193; and (2) transferring to the reorganized savings institution a substantial part of the assets of such mutual savings bank or mutual savings and loan association and causing the reorganized savings institution to assume a substantial part of the liabilities of such mutual savings bank or mutual savings and loan association, including all of its depository liabilities. Upon such transfer and assumption, persons who prior thereto held depository rights with respect to or other rights as creditors of such mutual savings bank or mutual savings and loan association shall have such rights solely with respect to the reorganized savings institution, and the corresponding liability or obligation of the mutual savings bank or mutual savings and loan association to such persons shall be assumed by the reorganized savings institution. Persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to the mutual savings bank or mutual savings and loan association in its reorganized form as a mutual holding company.
(b) (1) Notwithstanding any other provision of the general statutes, any mutual savings bank or mutual savings and loan association may reorganize so as to form a mutual holding company by: (A) Causing a nonstock corporation to be organized under the laws of this state; (B) (i) in the case of a mutual savings bank, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings bank in accordance with section 36a-193, or (ii) in the case of a mutual savings and loan association, causing such nonstock corporation to form a reorganized savings institution by organizing a capital stock savings and loan association in accordance with section 36a-193; (C) causing such nonstock corporation to acquire a majority of the ordinary voting shares of such reorganized savings institution; and (D) merging the mutual savings bank or mutual savings and loan association with and into such reorganized savings institution in accordance with the provisions of subdivision (2) of this subsection and section 36a-125, except that subsections (e), (f) and (i) of section 36a-125 shall not apply.
(2) Upon application by the constituent banks, and upon receipt of a copy of the agreement of merger, the commissioner shall determine whether the terms of the merger are reasonable and in accordance with law and sound public policy. The commissioner, if the commissioner so determines, shall approve the merger. The commissioner shall not approve the merger of the mutual savings bank or mutual savings and loan association with and into the reorganized savings institution if: (A) The merger would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association; (B) the interest of the public will not be served by the merger; (C) disapproval is necessary to prevent unsafe and unsound banking practices; or (D) the financial or managerial resources of the constituent banks do not warrant approval of the merger. After approval of the merger by the commissioner, a copy of the agreement and a copy of the commissioner's approval shall be filed in the office of the Secretary of the State. Upon completion of the merger, the nonstock corporation shall be a mutual holding company and persons who had ownership, liquidation or voting rights with respect to the mutual savings bank or mutual savings and loan association shall continue to have such rights solely with respect to such mutual holding company.
(c) A reorganization of a mutual savings bank or mutual savings and loan association pursuant to sections 36a-192 to 36a-199, inclusive, shall be approved by two-thirds of the governing board of the mutual savings bank or mutual savings and loan association. No such approval shall be required of creditors of, or persons having ownership, liquidation or voting rights with respect to, a mutual savings bank. The reorganization of a mutual savings and loan association shall also be approved by a majority of the depositors present and voting at a meeting called for the purpose of considering such a reorganization.
(d) A reorganization of a mutual savings bank pursuant to this section shall require approval by (1) a majority of all the corporators of the mutual savings bank, provided the mutual savings bank shall, at the time of such vote, have no fewer than twenty-five corporators unless otherwise permitted by the commissioner based on restrictions contained in the charter or certificate of incorporation of the mutual savings bank, and (2) a majority of the independent corporators of the mutual savings bank, provided the total number of independent corporators shall at the time of such vote constitute no less than sixty per cent of all corporators. Such approval shall be obtained at a meeting held in accordance with the charter or certificate of incorporation or the bylaws of the mutual savings bank. For purposes of this subsection, an independent corporator means a corporator who is not an employee, officer, director, trustee or significant borrower of the mutual savings bank.
(e) A mutual savings bank proposing to reorganize shall, prior to the meeting required by subsection (d) of this section, provide the corporators with informational material regarding the plan of reorganization, which informational material shall have been filed with and approved by the commissioner before being distributed to the corporators, and which informational material shall include disclosures summarizing the plan of reorganization, the distribution of shares and compensation plans proposed for management.
(f) The mutual savings bank proposing to reorganize shall provide the commissioner with the following information with respect to the corporators eligible to vote at the meeting required by subsection (d) of this section:
(1) The number of corporators who (A) are not employees, officers, directors or trustees of the mutual savings bank, (B) are employees, but not officers, directors or trustees of the mutual savings bank, and (C) are officers, directors or trustees of the mutual savings bank;
(2) A description of any outstanding loan relationships, within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of its corporators who are not employees, officers, directors or trustees of the mutual savings bank; and
(3) A description of any commercial relationships, other than loan relationships described in subdivision (2) of this subsection, within the five-year period prior to the date of the required meeting, between the mutual savings bank and any of the corporators who are not employees, officers, directors or trustees of the mutual savings bank. For purposes of this subdivision, the term “commercial relationships” means any sale or lease of real or personal property and any provision of commercial services.
(g) A mutual savings bank proposing to reorganize shall file with the commissioner a certificate of the secretary of the mutual savings bank certifying that a meeting of the corporators has been held and that the plan of reorganization has been approved by the corporators in accordance with the requirements of subsection (d) of this section.
(h) (1) A mutual savings bank or mutual savings and loan association proposing to reorganize pursuant to sections 36a-192 to 36a-199, inclusive, shall provide the commissioner with prior written notice of the proposed reorganization. The notice shall contain such relevant information as the commissioner may require.
(2) Unless the commissioner disapproves the formation of the proposed mutual holding company within sixty days after the commissioner's receipt of notice of the proposed reorganization or, by written notice issued within such sixty-day period to the mutual savings bank or mutual savings and loan association proposing to reorganize, extends for another thirty days the period during which such disapproval may be issued, the mutual savings bank or mutual savings and loan association may proceed with such reorganization. If the commissioner extends the period during which such disapproval may be issued but within such extension period does not disapprove the proposed reorganization, the mutual savings bank or mutual savings and loan association may proceed with such reorganization.
(3) The commissioner may disapprove any proposed mutual holding company formation only if: (A) The formation of the proposed mutual holding company would be unfair or prejudicial to the depositors of the mutual savings bank or mutual savings and loan association proposing to reorganize; (B) the interest of the public will not be served by the formation of the proposed mutual holding company; (C) such disapproval is necessary to prevent unsafe or unsound banking practices; (D) the financial or managerial resources of the mutual savings bank or mutual savings and loan association proposing to reorganize do not warrant approval of such proposal; or (E) the mutual savings bank or mutual savings and loan association proposing to reorganize fails to furnish any information required under subdivision (1) of this subsection or under subsections (e) to (g), inclusive, of this section.
(4) In connection with the reorganization of a mutual savings bank or mutual savings and loan association into a mutual holding company under subsection (a) of this section, the mutual holding company may retain assets to the extent that such assets are not then required to be transferred to the reorganized savings institution in order to satisfy capital or reserve requirements of any applicable state or federal law.
(5) Investment of the assets of a mutual holding company shall be subject to (A) all of the limitations not inconsistent with sections 36a-192 to 36a-199, inclusive, and applicable to a mutual savings bank or mutual savings and loan association, as the case may be, under the laws of this state; and (B) any limitations of federal law, in effect from time to time, which expressly apply to such investments when made by (i) a mutual savings bank or mutual savings and loan association, or (ii) a holding company of a capital stock savings bank or capital stock savings and loan association, as the case may be.
(P.A. 85-330, S. 2, 14; P.A. 94-122, S. 83, 340; P.A. 97-223, S. 3, 8; P.A. 98-260, S. 8; P.A. 04-23, S. 2.)
History: P.A. 94-122 changed the vote required for reorganization from majority to two-thirds in Subsec. (c) and made technical changes, effective January 1, 1995; Sec. 36-142aa transferred to Sec. 36a-192 in 1995; P.A. 97-223 deleted former Subsec. (b) and combined provisions with Subsec. (a), added new Subsec. (b) re organization of nonstock corporation and merger, and made conforming and technical changes in Subsecs. (c) and (d), effective June 24, 1997; P.A. 98-260 amended Subsec. (b) by deleting provisions re approval in accordance with Sec. 36a-125(b) and (d), approvals needed for FDIC insurance and expiration of federal waiting period from Subdiv. (2); P.A. 04-23 added new Subsec. (d) requiring approval of reorganization of a mutual savings bank by a majority of all corporators and independent corporators of the bank and requiring such approval to be obtained at a meeting, new Subsec. (e) requiring mutual savings bank proposing to reorganize to provide corporators with informational material re plan of reorganization prior to meeting, new Subsec. (f) requiring mutual savings bank proposing to reorganize to provide commissioner with information re corporators and new Subsec. (g) requiring mutual savings bank proposing to reorganize to file with commissioner certification that a meeting of corporators was held and that plan was approved by corporators, redesignated existing Subsec. (d) as new Subsec. (h) and made a conforming change in Subdiv. (3) therein, effective April 28, 2004.
