§ 19-2-14.1 Mutual holding companies.– (a) Any mutual savings bank chartered under the laws of this state mayreorganize into the mutual holding company form of organization pursuant tothis section. A mutual savings bank may reorganize into a mutual holdingcompany form of organization by organizing a mutual holding company andchartering one or more interim stock financial institutions or corporatesubsidiaries and merging with those banks or subsidiaries, or in any othermanner approved by the director. The method of organizing the mutual holdingcompany shall be set forth in a plan of mutual holding company reorganization.The corporate existence of a mutual savings bank converting to a stockfinancial institution as part of the reorganizing into the mutual holdingcompany structure shall not terminate, but the stock financial institution,referred to in this section as the continuing stock financial institution,shall be deemed to be a continuation of the reorganizing mutual savings bank.The mutual holding company must at all times own, directly or indirectlythrough one or more intermediate stock holding companies, a majority of thevoting shares of capital stock of the continuing stock financial institution. Amutual holding company organized under this section also may include anintermediate stock holding company so long as the mutual holding company owns amajority of the voting shares of capital stock of the intermediate stockholding company.
(b) The plan of mutual holding company reorganization must beapproved by a two-thirds (2/3) vote of the board of trustees and by thedirector or the director's designee. In connection with its approval of theplan of mutual holding company reorganization, the director or the director'sdesignee shall approve the proposed agreement to form and the proposed bylawsof the mutual holding company. The approval of the plan of mutual holdingcompany reorganization by a majority vote of the depositors of the mutualsavings bank present in person or by proxy at a meeting called by the board oftrustees is also required. For the purpose of this section, unless otherwiserequired under applicable provisions of federal banking law, the depositorshall be deemed to be the individual whose tax identification number or socialsecurity number is used by the bank for interest reporting purposes to theInternal Revenue Service.
(c) To the extent not inconsistent with this section, thecontinuing stock financial institution subsidiary of the mutual holding companyshall have all the powers and privileges conferred on, and be subject to allthe duties and liabilities imposed on, financial institutions.
(d) If shares of common stock are offered for sale by thecontinuing stock financial institution subsidiary of the mutual holdingcompany, or by an intermediate stock holding company subsidiary of the mutualholding company, to the general public for a price payable in cash, depositorsshall be given subscription rights, and the offering shall be conducted in themanner provided in § 19-2-14, and in any regulations issued by thedirector or the director's designee under that section.
(e) A mutual holding company and any intermediate stockholding company subsidiary may engage in any activity permitted to bank holdingcompanies and financial holding companies under the Bank Holding Company Act of1956, 12 U.S.C. § 1841 et seq., or to savings and loan and mutual holdingcompanies under the Home Owners' Loan Act, 12 U.S.C. § 1467(a), or in anyother activity authorized by the director or the director's designee. Withoutlimitation, a mutual holding company, and any intermediate stock holdingcompany subsidiary, may, subject to other applicable provisions of Title 19governing mergers and consolidations and, with the approval of the director orthe director's designee: (1) merge with or consolidate with another bank,financial services or savings and loan holding company, including a mutualholding company; or (2) acquire or consolidate with another financialinstitution, whether in mutual or stock form. Any merger or consolidation mayoccur concurrently with a mutual holding company reorganization under thissection, or subsequent to the initial reorganization, and cash and/or stock maybe used as consideration for the merger or consolidation as long as the mutualholding company directly or indirectly owns a majority of the voting shares ofcapital stock of the intermediate stock holding company or stock financialinstitution after the merger or consolidation.
(f) A mutual holding company may convert to stock form upon atwo-thirds (2/3) vote of the board of trustees and the approval of the plan ofconversion by the director or the director's designee. The conversion shall beconducted in accordance with the applicable provisions of § 19-2-14,including the requirement to obtain depositor approval, and any regulationsissued under § 19-2-14 by the director or the director's designee. In thecase of the conversion of an existing mutual holding company to stock form,where shares of common stock of an intermediate stock holding company or stockfinancial institution subsidiary of the mutual holding company have previouslybeen issued to persons other than the mutual holding company, referred to inthis section as the minority stockholders, the plan of conversion shall providethat such minority stockholders shall receive an ownership interest in theresulting stock holding company equal to their percentage ownership in theintermediate stock holding company or stock financial institution subsidiary ofthe mutual holding company immediately prior to the conversion, whichpercentage ownership interest shall be adjusted taking into account the assetsheld by the mutual holding company, as reflected in the statement of financialcondition of the mutual holding company immediately prior to the conversion,with the balance of the shares sold in accordance with § 19-2-14 and anyregulations issued under that section. The adjustment which shall be describedin the plan of mutual holding company conversion submitted for approval by thedirector or the director's designee shall be subject to the approval of thedirector or the director's designee.
(g) The director or the director's designee may issue rulesand regulations implementing this section.
§ 19-2-14.1 Mutual holding companies.– (a) Any mutual savings bank chartered under the laws of this state mayreorganize into the mutual holding company form of organization pursuant tothis section. A mutual savings bank may reorganize into a mutual holdingcompany form of organization by organizing a mutual holding company andchartering one or more interim stock financial institutions or corporatesubsidiaries and merging with those banks or subsidiaries, or in any othermanner approved by the director. The method of organizing the mutual holdingcompany shall be set forth in a plan of mutual holding company reorganization.The corporate existence of a mutual savings bank converting to a stockfinancial institution as part of the reorganizing into the mutual holdingcompany structure shall not terminate, but the stock financial institution,referred to in this section as the continuing stock financial institution,shall be deemed to be a continuation of the reorganizing mutual savings bank.The mutual holding company must at all times own, directly or indirectlythrough one or more intermediate stock holding companies, a majority of thevoting shares of capital stock of the continuing stock financial institution. Amutual holding company organized under this section also may include anintermediate stock holding company so long as the mutual holding company owns amajority of the voting shares of capital stock of the intermediate stockholding company.
(b) The plan of mutual holding company reorganization must beapproved by a two-thirds (2/3) vote of the board of trustees and by thedirector or the director's designee. In connection with its approval of theplan of mutual holding company reorganization, the director or the director'sdesignee shall approve the proposed agreement to form and the proposed bylawsof the mutual holding company. The approval of the plan of mutual holdingcompany reorganization by a majority vote of the depositors of the mutualsavings bank present in person or by proxy at a meeting called by the board oftrustees is also required. For the purpose of this section, unless otherwiserequired under applicable provisions of federal banking law, the depositorshall be deemed to be the individual whose tax identification number or socialsecurity number is used by the bank for interest reporting purposes to theInternal Revenue Service.
(c) To the extent not inconsistent with this section, thecontinuing stock financial institution subsidiary of the mutual holding companyshall have all the powers and privileges conferred on, and be subject to allthe duties and liabilities imposed on, financial institutions.
(d) If shares of common stock are offered for sale by thecontinuing stock financial institution subsidiary of the mutual holdingcompany, or by an intermediate stock holding company subsidiary of the mutualholding company, to the general public for a price payable in cash, depositorsshall be given subscription rights, and the offering shall be conducted in themanner provided in § 19-2-14, and in any regulations issued by thedirector or the director's designee under that section.
(e) A mutual holding company and any intermediate stockholding company subsidiary may engage in any activity permitted to bank holdingcompanies and financial holding companies under the Bank Holding Company Act of1956, 12 U.S.C. § 1841 et seq., or to savings and loan and mutual holdingcompanies under the Home Owners' Loan Act, 12 U.S.C. § 1467(a), or in anyother activity authorized by the director or the director's designee. Withoutlimitation, a mutual holding company, and any intermediate stock holdingcompany subsidiary, may, subject to other applicable provisions of Title 19governing mergers and consolidations and, with the approval of the director orthe director's designee: (1) merge with or consolidate with another bank,financial services or savings and loan holding company, including a mutualholding company; or (2) acquire or consolidate with another financialinstitution, whether in mutual or stock form. Any merger or consolidation mayoccur concurrently with a mutual holding company reorganization under thissection, or subsequent to the initial reorganization, and cash and/or stock maybe used as consideration for the merger or consolidation as long as the mutualholding company directly or indirectly owns a majority of the voting shares ofcapital stock of the intermediate stock holding company or stock financialinstitution after the merger or consolidation.
(f) A mutual holding company may convert to stock form upon atwo-thirds (2/3) vote of the board of trustees and the approval of the plan ofconversion by the director or the director's designee. The conversion shall beconducted in accordance with the applicable provisions of § 19-2-14,including the requirement to obtain depositor approval, and any regulationsissued under § 19-2-14 by the director or the director's designee. In thecase of the conversion of an existing mutual holding company to stock form,where shares of common stock of an intermediate stock holding company or stockfinancial institution subsidiary of the mutual holding company have previouslybeen issued to persons other than the mutual holding company, referred to inthis section as the minority stockholders, the plan of conversion shall providethat such minority stockholders shall receive an ownership interest in theresulting stock holding company equal to their percentage ownership in theintermediate stock holding company or stock financial institution subsidiary ofthe mutual holding company immediately prior to the conversion, whichpercentage ownership interest shall be adjusted taking into account the assetsheld by the mutual holding company, as reflected in the statement of financialcondition of the mutual holding company immediately prior to the conversion,with the balance of the shares sold in accordance with § 19-2-14 and anyregulations issued under that section. The adjustment which shall be describedin the plan of mutual holding company conversion submitted for approval by thedirector or the director's designee shall be subject to the approval of thedirector or the director's designee.
(g) The director or the director's designee may issue rulesand regulations implementing this section.
§ 19-2-14.1 Mutual holding companies.– (a) Any mutual savings bank chartered under the laws of this state mayreorganize into the mutual holding company form of organization pursuant tothis section. A mutual savings bank may reorganize into a mutual holdingcompany form of organization by organizing a mutual holding company andchartering one or more interim stock financial institutions or corporatesubsidiaries and merging with those banks or subsidiaries, or in any othermanner approved by the director. The method of organizing the mutual holdingcompany shall be set forth in a plan of mutual holding company reorganization.The corporate existence of a mutual savings bank converting to a stockfinancial institution as part of the reorganizing into the mutual holdingcompany structure shall not terminate, but the stock financial institution,referred to in this section as the continuing stock financial institution,shall be deemed to be a continuation of the reorganizing mutual savings bank.The mutual holding company must at all times own, directly or indirectlythrough one or more intermediate stock holding companies, a majority of thevoting shares of capital stock of the continuing stock financial institution. Amutual holding company organized under this section also may include anintermediate stock holding company so long as the mutual holding company owns amajority of the voting shares of capital stock of the intermediate stockholding company.
(b) The plan of mutual holding company reorganization must beapproved by a two-thirds (2/3) vote of the board of trustees and by thedirector or the director's designee. In connection with its approval of theplan of mutual holding company reorganization, the director or the director'sdesignee shall approve the proposed agreement to form and the proposed bylawsof the mutual holding company. The approval of the plan of mutual holdingcompany reorganization by a majority vote of the depositors of the mutualsavings bank present in person or by proxy at a meeting called by the board oftrustees is also required. For the purpose of this section, unless otherwiserequired under applicable provisions of federal banking law, the depositorshall be deemed to be the individual whose tax identification number or socialsecurity number is used by the bank for interest reporting purposes to theInternal Revenue Service.
(c) To the extent not inconsistent with this section, thecontinuing stock financial institution subsidiary of the mutual holding companyshall have all the powers and privileges conferred on, and be subject to allthe duties and liabilities imposed on, financial institutions.
(d) If shares of common stock are offered for sale by thecontinuing stock financial institution subsidiary of the mutual holdingcompany, or by an intermediate stock holding company subsidiary of the mutualholding company, to the general public for a price payable in cash, depositorsshall be given subscription rights, and the offering shall be conducted in themanner provided in § 19-2-14, and in any regulations issued by thedirector or the director's designee under that section.
(e) A mutual holding company and any intermediate stockholding company subsidiary may engage in any activity permitted to bank holdingcompanies and financial holding companies under the Bank Holding Company Act of1956, 12 U.S.C. § 1841 et seq., or to savings and loan and mutual holdingcompanies under the Home Owners' Loan Act, 12 U.S.C. § 1467(a), or in anyother activity authorized by the director or the director's designee. Withoutlimitation, a mutual holding company, and any intermediate stock holdingcompany subsidiary, may, subject to other applicable provisions of Title 19governing mergers and consolidations and, with the approval of the director orthe director's designee: (1) merge with or consolidate with another bank,financial services or savings and loan holding company, including a mutualholding company; or (2) acquire or consolidate with another financialinstitution, whether in mutual or stock form. Any merger or consolidation mayoccur concurrently with a mutual holding company reorganization under thissection, or subsequent to the initial reorganization, and cash and/or stock maybe used as consideration for the merger or consolidation as long as the mutualholding company directly or indirectly owns a majority of the voting shares ofcapital stock of the intermediate stock holding company or stock financialinstitution after the merger or consolidation.
(f) A mutual holding company may convert to stock form upon atwo-thirds (2/3) vote of the board of trustees and the approval of the plan ofconversion by the director or the director's designee. The conversion shall beconducted in accordance with the applicable provisions of § 19-2-14,including the requirement to obtain depositor approval, and any regulationsissued under § 19-2-14 by the director or the director's designee. In thecase of the conversion of an existing mutual holding company to stock form,where shares of common stock of an intermediate stock holding company or stockfinancial institution subsidiary of the mutual holding company have previouslybeen issued to persons other than the mutual holding company, referred to inthis section as the minority stockholders, the plan of conversion shall providethat such minority stockholders shall receive an ownership interest in theresulting stock holding company equal to their percentage ownership in theintermediate stock holding company or stock financial institution subsidiary ofthe mutual holding company immediately prior to the conversion, whichpercentage ownership interest shall be adjusted taking into account the assetsheld by the mutual holding company, as reflected in the statement of financialcondition of the mutual holding company immediately prior to the conversion,with the balance of the shares sold in accordance with § 19-2-14 and anyregulations issued under that section. The adjustment which shall be describedin the plan of mutual holding company conversion submitted for approval by thedirector or the director's designee shall be subject to the approval of thedirector or the director's designee.
(g) The director or the director's designee may issue rulesand regulations implementing this section.
