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The Vermont Statutes Online
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.)