I. After providing for the requirements of the guaranty fund, savings banks and savings departments of trust companies may pay dividends from their net income, but not in excess of 3 1/2 percent per year, unless the total value of the assets of such savings bank or savings department, as determined by the commissioner, shall exceed the amount due the depositors by at least 5 percent. No board of trustees of a savings bank is required to pay dividends on net income as permitted in this paragraph nor shall any such board or any of its trustees be liable to any depositor of the savings bank for not paying such dividends. II. (a) Notwithstanding any other provision of law to the contrary, the board of trust company incorporation may adopt rules pursuant to RSA 541-A permitting any mutual savings bank to convert to stock form in the same manner, to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision. However, no conversion under this paragraph shall be permitted which includes as part of the conversion transaction the issuance of securities of any bank or holding company other than securities of the converting savings bank or the securities of a holding company organized by the converting savings bank in order to acquire its capital stock, unless in addition to procedures required by the rules adopted under this paragraph, it is ratified by the depositors of the mutual savings bank seeking to convert. Ratification by depositors shall not be required if: (1) The conversion is part of a reorganization into a mutual holding company pursuant to RSA 386-B; (2) The conversion is required by federal or state regulatory authorities; or (3) The conversion has been commenced by the filing with the board of trust company incorporation of an application to convert prior to the effective date of this paragraph. (b) For purposes of effectuating the depositor ratification procedures required by this paragraph, the board of trust company incorporation is directed to adopt depositor voting procedures, applying to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision, or any successor thereto. The rules adopted pursuant to this paragraph shall contain a provision allowing for the inclusion of comments on the conversion by individual corporators and groups of corporators with the voting materials submitted to the depositors. Such inclusion shall be at the expense of the converting bank. III. In connection with a proposed bank conversion under the provisions of RSA 386:10, II, RSA 393-A:4, or RSA 394-A:10 or a proposed mutual holding company reorganization under RSA 386-B, no new compensation arrangement shall be provided for trustees, directors, officers, or employees unless the bank commissioner finds that it is fair and reasonable, based upon all of the facts and circumstances of the conversion and the future management and operational needs of the bank or holding company, including, but not limited to, comparable compensation arrangements at similarly situated banks or holding companies. In addition, no conversion or reorganization shall be approved by the bank commissioner unless the bank commissioner finds that the process of corporator decisions and approvals was conducted in a lawful, informed, and independent manner, that the rights of the converting mutual savings bank's depositors are not impaired under the plan of conversion or reorganization, that under the terms of the proposed conversion or reorganization the converting mutual savings bank's depositors are not treated detrimentally or inequitably, and that the plan of conversion or reorganization does not provide the corporators, trustees, directors, officers, or employees with any benefit, privilege, or advantage with respect to the purchase, if any, of the capital stock in the conversion or reorganization which is not generally available to the converting mutual savings bank's depositors.
I. After providing for the requirements of the guaranty fund, savings banks and savings departments of trust companies may pay dividends from their net income, but not in excess of 3 1/2 percent per year, unless the total value of the assets of such savings bank or savings department, as determined by the commissioner, shall exceed the amount due the depositors by at least 5 percent. No board of trustees of a savings bank is required to pay dividends on net income as permitted in this paragraph nor shall any such board or any of its trustees be liable to any depositor of the savings bank for not paying such dividends. II. (a) Notwithstanding any other provision of law to the contrary, the board of trust company incorporation may adopt rules pursuant to RSA 541-A permitting any mutual savings bank to convert to stock form in the same manner, to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision. However, no conversion under this paragraph shall be permitted which includes as part of the conversion transaction the issuance of securities of any bank or holding company other than securities of the converting savings bank or the securities of a holding company organized by the converting savings bank in order to acquire its capital stock, unless in addition to procedures required by the rules adopted under this paragraph, it is ratified by the depositors of the mutual savings bank seeking to convert. Ratification by depositors shall not be required if: (1) The conversion is part of a reorganization into a mutual holding company pursuant to RSA 386-B; (2) The conversion is required by federal or state regulatory authorities; or (3) The conversion has been commenced by the filing with the board of trust company incorporation of an application to convert prior to the effective date of this paragraph. (b) For purposes of effectuating the depositor ratification procedures required by this paragraph, the board of trust company incorporation is directed to adopt depositor voting procedures, applying to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision, or any successor thereto. The rules adopted pursuant to this paragraph shall contain a provision allowing for the inclusion of comments on the conversion by individual corporators and groups of corporators with the voting materials submitted to the depositors. Such inclusion shall be at the expense of the converting bank. III. In connection with a proposed bank conversion under the provisions of RSA 386:10, II, RSA 393-A:4, or RSA 394-A:10 or a proposed mutual holding company reorganization under RSA 386-B, no new compensation arrangement shall be provided for trustees, directors, officers, or employees unless the bank commissioner finds that it is fair and reasonable, based upon all of the facts and circumstances of the conversion and the future management and operational needs of the bank or holding company, including, but not limited to, comparable compensation arrangements at similarly situated banks or holding companies. In addition, no conversion or reorganization shall be approved by the bank commissioner unless the bank commissioner finds that the process of corporator decisions and approvals was conducted in a lawful, informed, and independent manner, that the rights of the converting mutual savings bank's depositors are not impaired under the plan of conversion or reorganization, that under the terms of the proposed conversion or reorganization the converting mutual savings bank's depositors are not treated detrimentally or inequitably, and that the plan of conversion or reorganization does not provide the corporators, trustees, directors, officers, or employees with any benefit, privilege, or advantage with respect to the purchase, if any, of the capital stock in the conversion or reorganization which is not generally available to the converting mutual savings bank's depositors.
I. After providing for the requirements of the guaranty fund, savings banks and savings departments of trust companies may pay dividends from their net income, but not in excess of 3 1/2 percent per year, unless the total value of the assets of such savings bank or savings department, as determined by the commissioner, shall exceed the amount due the depositors by at least 5 percent. No board of trustees of a savings bank is required to pay dividends on net income as permitted in this paragraph nor shall any such board or any of its trustees be liable to any depositor of the savings bank for not paying such dividends. II. (a) Notwithstanding any other provision of law to the contrary, the board of trust company incorporation may adopt rules pursuant to RSA 541-A permitting any mutual savings bank to convert to stock form in the same manner, to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision. However, no conversion under this paragraph shall be permitted which includes as part of the conversion transaction the issuance of securities of any bank or holding company other than securities of the converting savings bank or the securities of a holding company organized by the converting savings bank in order to acquire its capital stock, unless in addition to procedures required by the rules adopted under this paragraph, it is ratified by the depositors of the mutual savings bank seeking to convert. Ratification by depositors shall not be required if: (1) The conversion is part of a reorganization into a mutual holding company pursuant to RSA 386-B; (2) The conversion is required by federal or state regulatory authorities; or (3) The conversion has been commenced by the filing with the board of trust company incorporation of an application to convert prior to the effective date of this paragraph. (b) For purposes of effectuating the depositor ratification procedures required by this paragraph, the board of trust company incorporation is directed to adopt depositor voting procedures, applying to the same extent and with comparable limitations as federal savings and loan associations operating within this state are permitted under rules of the Office of Thrift Supervision, or any successor thereto. The rules adopted pursuant to this paragraph shall contain a provision allowing for the inclusion of comments on the conversion by individual corporators and groups of corporators with the voting materials submitted to the depositors. Such inclusion shall be at the expense of the converting bank. III. In connection with a proposed bank conversion under the provisions of RSA 386:10, II, RSA 393-A:4, or RSA 394-A:10 or a proposed mutual holding company reorganization under RSA 386-B, no new compensation arrangement shall be provided for trustees, directors, officers, or employees unless the bank commissioner finds that it is fair and reasonable, based upon all of the facts and circumstances of the conversion and the future management and operational needs of the bank or holding company, including, but not limited to, comparable compensation arrangements at similarly situated banks or holding companies. In addition, no conversion or reorganization shall be approved by the bank commissioner unless the bank commissioner finds that the process of corporator decisions and approvals was conducted in a lawful, informed, and independent manner, that the rights of the converting mutual savings bank's depositors are not impaired under the plan of conversion or reorganization, that under the terms of the proposed conversion or reorganization the converting mutual savings bank's depositors are not treated detrimentally or inequitably, and that the plan of conversion or reorganization does not provide the corporators, trustees, directors, officers, or employees with any benefit, privilege, or advantage with respect to the purchase, if any, of the capital stock in the conversion or reorganization which is not generally available to the converting mutual savings bank's depositors.
