N.Y. BNK Law § 447-A

§ 447-a. Required approvals. 1. Approval by the board of directors. A\nreorganization of a mutual savings and loan association pursuant to this\narticle shall be approved by a majority of the board of directors of the\nmutual savings and loan association.\n 2. (a) Approval by the superintendent. A mutual savings and loan\nassociation proposing a reorganization pursuant to this article shall\nprovide the superintendent with written notice of such proposed\nreorganization. Such notice shall include a copy of the plan of\nreorganization approved by the board of directors pursuant to\nsubdivision one of this section, the proposed organization certificate\nfor the mutual holding company and the stock savings and loan\nassociation subsidiary and shall contain such other information as the\nsuperintendent shall require. The superintendent shall approve or\ndisapprove the plan of reorganization within sixty days of the\nsubmission of such plan together with such other information as the\nsuperintendent shall require.\n (b) Factors considered. In determining whether to approve the plan of\nreorganization, the superintendent shall consider:\n (i) whether the formation of the mutual holding company would not be\ndetrimental to the interests of the shareholders of the mutual savings\nand loan association proposing to reorganize as provided in section four\nhundred forty-seven of this article;\n (ii) whether disapproval is necessary to prevent unsafe or unsound\nbanking practices;\n (iii) whether the interest of the public will be served by the\nproposed reorganization;\n (iv) whether the financial or management resources of the mutual\nsavings and loan association proposing to reorganize as provided in\nsection four hundred forty-seven of this article warrant disapproval of\nthe proposed plan of reorganization; (v) whether the mutual savings and\nloan association proposing to reorganize as provided in section four\nhundred forty-seven of this article fails to furnish any information\nrequired under paragraph (a) of this subdivision or furnished\ninformation containing any statement which, at the time and in the\ncircumstances under which it was made, was false or misleading with\nrespect to any material fact or omits to state any material fact\nnecessary to make the statements therein not false or misleading.\n (c) When the superintendent shall have determined to approve or\ndisapprove the plan of reorganization, the superintendent shall so\nadvise the mutual savings and loan association in writing and shall\nendorse approval on an organization certificate and cause it to be filed\nin the office of the superintendent and with the clerk of the county in\nwhich the principal office of the mutual savings and loan association is\nlocated. Upon the filing of the organization certificate the existence\nof the mutual holding company shall commence. As used in this article,\nthe term "organization certificate" shall include an amended\norganization certificate.\n 3. Approval by shareholders. If approved by the superintendent the\nmutual savings and loan association shall submit the plan of\nreorganization to its shareholders for approval at a meeting convened in\naccordance with general regulations promulgated by the superintendent of\nfinancial services for the sole purpose of approving or disapproving\nsuch plan
e an amended\norganization certificate.\n 3. Approval by shareholders. If approved by the superintendent the\nmutual savings and loan association shall submit the plan of\nreorganization to its shareholders for approval at a meeting convened in\naccordance with general regulations promulgated by the superintendent of\nfinancial services for the sole purpose of approving or disapproving\nsuch plan. At such meeting:\n (a) all shareholders whose aggregate share balance equals at least one\nhundred dollars as of a record date shall be entitled to approve the\nplan of reorganization, either in person or by valid proxy;\n (b) each shareholder entitled to vote shall be entitled to cast one\nvote for each full one hundred dollars of shares of such shareholder\nshown on the books and records of the mutual savings and loan\nassociation as of the record date;\n (c) no shareholder shall be entitled to cast any vote for any share\nbalance in amounts of less than one hundred dollars;\n (d) no plan of reorganization shall be effective unless approved by\nthe affirmative vote of at least seventy-five per centum of the\naggregate dollar amount of the book value of shares represented at such\nmeeting either in person or by valid proxy and entitled to vote thereat.\n