§ 447-a. Required approvals. 1. Approval by the board of directors. A
reorganization of a mutual savings and loan association pursuant to this
article shall be approved by a majority of the board of directors of the
mutual savings and loan association.

2. (a) Approval by the superintendent. A mutual savings and loan
association 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 directors pursuant to
subdivision one of this section, the proposed organization certificate
for the mutual holding company and the stock savings and loan
association 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) Factors considered. 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 shareholders of the mutual savings
and loan association proposing to reorganize as provided in section four
hundred forty-seven 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 and loan association proposing to reorganize as provided in
section four hundred forty-seven of this article warrant disapproval of
the proposed plan of reorganization; (v) whether the mutual savings and
loan association proposing to reorganize as provided in section four
hundred forty-seven of this article fails to furnish any information
required under paragraph (a) of this subdivision or furnished
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 and loan association 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 and loan association 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. Approval by shareholders. If approved by the superintendent the
mutual savings and loan association shall submit the plan of
reorganization to its shareholders 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 shareholders whose aggregate share 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 shareholder entitled to vote shall be entitled to cast one
vote for each full one hundred dollars of shares of such shareholder
shown on the books and records of the mutual savings and loan
association as of the record date;

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

(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 shares represented at such
meeting either in person or by valid proxy and entitled to vote thereat.