§20102. Procedure for adopting a plan of reorganization

Link to law: http://legislature.vermont.gov/statutes/section/08/210/20102
Published: 2015

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Title

08

:
Banking and Insurance






Chapter

210

:
MUTUAL OR COOPERATIVE HOLDING COMPANY











 

§

20102. Procedure for adopting a plan of reorganization

(a) Plan of

reorganization. The plan of reorganization pursuant to which the reorganization

is to be carried out, and the proposed amended organizational documents, shall

be approved by the governing body of the mutual or cooperative financial

institution by resolution adopted by two-thirds of the whole number of the

governing body. The plan of reorganization, along with the proposed amended

organizational documents, shall then be submitted for adoption to a regular or

special meeting of the mutual voters of the financial institution called in the

manner provided by its internal governance documents. Copies or summaries of

the plan and amended organizational documents shall be enclosed with the notice

of the meeting. Adoption of the plan of reorganization shall be by the

affirmative vote of two-thirds of the mutual voters casting votes. A mutual

voter may vote at such regular or special meeting either in person or by proxy

executed in writing by the mutual voter or by his or her duly authorized

attorney-in-fact.

(b) Notice to

Commissioner. A mutual or cooperative financial institution, having adopted a

plan of reorganization in accordance with subsection (a) of this section, shall

provide the Commissioner with 60 days prior written notice of the proposed

reorganization. The notice shall include the plan of reorganization,

accompanied by certified copies of the votes of its governing body and mutual

voters required by subsection (a) of this section, and such other relevant

information as the Commissioner shall require. Unless the Commissioner, within

such 60-day notice period, disapproves the proposed mutual holding company

reorganization, or extends for another 30 days the period during which such disapproval

may issue, the proposed reorganization shall be deemed approved and the mutual

or cooperative financial institution providing such notice may proceed with the

proposed reorganization. The Commissioner may disapprove any proposed mutual

holding company formation only if:

(1) such

disapproval is necessary to prevent unsafe or unsound banking practices;

(2) the

financial or management resources of the financial institution warrant

disapproval;

(3) the mutual

or cooperative financial institution does not furnish the information required

by this section;

(4) the mutual

or cooperative financial institution does not comply with subsection (a) of

this section; or

(5) the proposed

reorganization would be unfair to depositors.

(c) Notice to

depositors. After a mutual or cooperative financial institution has complied

with the provisions of subsections (a) and (b) of this section, it shall give

its depositors at least 60 days prior written notice of the effective date of

the reorganization. Such notice shall include a brief description of the plan

of reorganization and a statement of the depositor's right to withdraw any

amount deposited to his or her account without penalty. The form of such notice

shall be approved by the Commissioner and shall be sent to each depositor by

first class mail. Any depositor objecting to the reorganization within 60 days

of such notice may withdraw any amounts on deposit and shall be paid the full

amount of the deposit, with interest to the date of payment computed at the

rate established by the deposit agreement or, in the absence of an agreement,

at the rate paid by the financial institution on other similar interest bearing

accounts. Any depositor who does not withdraw the amount deposited to his or

her credit prior to the effective date of the reorganization shall be deemed to

have assented to the reorganization. (Added 1999, No. 153 (Adj. Sess.), § 2,

eff. Jan. 1, 2001.)
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