2006 New York Code - 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 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.