2006 New York Code - Formation Of A Mutual Holding Company.

 
    § 292.  Formation  of  a  mutual  holding  company.  1.  The  plan  of
  reorganization may authorize the formation of a mutual  holding  company
  by:
    (a)  (i)  the  organization  by  the mutual holding company of a stock
  savings bank subsidiary and the transferal to such stock savings bank of
  the substantial part of its assets and liabilities, including all of its
  deposit liabilities, in accordance with general regulations  promulgated
  by the banking board;
    (ii)  the  organization by the mutual savings bank of a mutual holding
  company and the organization by such mutual holding company of  a  stock
  savings bank subsidiary which merges with the mutual savings bank; or
    (iii)  the  reorganization  of the mutual savings bank under any other
  method approved pursuant to general or specific regulations  promulgated
  by the banking board.
    (b)  For  the  purposes  of  paragraph  (a)  of this subdivision, such
  regulations shall permit the stock savings  bank  to  issue  to  persons
  other  than  the  mutual  holding company of which it is a subsidiary an
  amount of common stock and  securities  convertible  into  common  stock
  which  in  the  aggregate  does  not exceed forty-nine per centum of the
  issued and outstanding common stock of such stock savings  bank.  Issued
  and  outstanding securities that are convertible into common stock shall
  be considered issued and outstanding common stock for  the  purposes  of
  computing the forty-nine per centum limitation. This paragraph shall not
  limit  the  authority of such stock savings bank to issue equity or debt
  securities other than  common  stock  and  securities  convertible  into
  common stock.
    2.  In  connection with the reorganization of a mutual savings bank as
  provided in section two hundred  ninety  of  this  article,  the  mutual
  holding  company may retain or acquire assets of the mutual savings bank
  to the extent that such assets are not then required to  be  transferred
  to  or retained by the stock savings bank in order to satisfy capital or
  reserve  requirements  of  any  applicable  state  or  federal  law   or
  regulation.
    3.  A  stock  savings bank at least fifty-one per centum but less than
  one hundred per centum of the outstanding common stock of which is owned
  by a mutual holding company shall have at least  one  director,  but  no
  more  than two-fifths of its directors, who are "unaffiliated directors"
  who shall represent the  interests  of  the  minority  shareholders.  An
  "unaffiliated  director"  is  a  director  who  is not (a) an officer or
  employee of the stock savings bank (or any affiliate thereof) or (b)  an
  officer,  trustee  or  employee  of  the  mutual holding company. If the
  organization certificate or bylaws of the  stock  savings  bank  provide
  that  the  board of directors shall be divided into two or more classes,
  then to the extent possible, each class shall contain the same number of
  unaffiliated directors as each other class.