§ 291. Required approvals. 1. A reorganization of a mutual savings
bank pursuant to this article shall be approved by a majority of the
board of trustees of the mutual savings bank.

2. (a) A mutual savings bank proposing a reorganization pursuant to
this article shall provide the superintendent with written notice of
such proposed reorganization. Such notice shall include a copy of the
plan of reorganization approved by the board of trustees pursuant to
subdivision one of this section, the proposed organization certificate
for the mutual holding company and the stock savings bank subsidiary and
shall contain such other information as the superintendent shall
require. The superintendent shall approve or disapprove the plan of
reorganization within sixty days of the submission of such plan together
with such other information as the superintendent shall require.

(b) In determining whether to approve the plan of reorganization, the
superintendent shall consider:

(i) whether the formation of the mutual holding company would not be
detrimental to the interests of the depositors of the mutual savings
bank proposing to reorganize as provided in section two hundred ninety
of this article;

(ii) whether disapproval is necessary to prevent unsafe or unsound
banking practices;

(iii) whether the interest of the public will be served by the
proposed reorganization;

(iv) whether the financial or management resources of the mutual
savings bank proposing to reorganize as provided in section two hundred
ninety of this article warrant disapproval of the proposed plan of
reorganization; and

(v) whether the mutual savings bank proposing to reorganize as
provided in section two hundred ninety of this article fails to furnish
any information required under paragraph (a) of this subdivision or
furnishes information containing any statement which, at the time and in
the circumstances under which it was made, was false or misleading with
respect to any material fact or omits to state any material fact
necessary to make the statements therein not false or misleading.

(c) When the superintendent shall have determined to approve or
disapprove the plan of reorganization, the superintendent shall so
advise the mutual savings bank in writing and shall endorse approval on
an organization certificate and cause it to be filed in the office of
the superintendent and with the clerk of the county in which the
principal office of the mutual savings bank is located. Upon the filing
of the organization certificate the existence of the mutual holding
company shall commence. As used in this article, the term "organization
certificate" shall include an amended organization certificate.

3. If approved by the superintendent, the mutual savings bank shall
submit the plan of reorganization to its depositors for approval at a
meeting convened in accordance with general regulations promulgated by
the superintendent of financial services for the sole purpose of
approving or disapproving such plan. At such meeting:

(a) all depositors whose aggregate deposit balance equals at least one
hundred dollars as of a record date shall be entitled to approve the
plan of reorganization, either in person or by valid proxy;

(b) each depositor entitled to vote shall be entitled to cast one vote
for each full one hundred dollars of deposits of such depositor shown on
the books and records of the mutual savings bank as of the record date;

(c) no depositor shall be entitled to cast any vote for any deposit
balance in amounts of less than one hundred dollars; and

(d) no plan of reorganization shall be effective unless approved by
the affirmative vote of at least seventy-five per centum of the
aggregate dollar amount of the book value of deposits represented at
such meeting either in person or by valid proxy and entitled to vote
thereat.