292 - 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, provided  that if a mutual holding company which owns all of the common stock  and  securities  convertible into common stock of its savings bank subsidiary  subsequently determines to make such an issuance it shall pay a  fee  as  prescribed  pursuant  to  section eighteen-a of this chapter. 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.