Section 33.23 - Mutual Holding Company ReorganizationsA mutual banking institution may reorganize to become a mutual holding company, or join in a mutual holding company reorganization as an acquiree subsidiary banking institution, only upon satisfaction of the following conditions:
(1) A Reorganization Plan is approved by a majority of the board of trustees or directors of the reorganizing mutual banking institution and any acquiree subsidiary banking institution;(2) A Reorganization Plan and Application is filed with the Commissioner and the Commissioner has given written approval of the proposed reorganization;(3) The Reorganization Plan is submitted to the corporators of the reorganizing subsidiary banking institution and any acquiree subsidiary banking institution which are savings banks and members of the reorganizing subsidiary banking institution and any acquiree subsidiary banking institution which are co-operative banks pursuant to an offering circular or prospectus which substantially conforms to 209 CMR 33.04(1) as determined by and approved in advance by the Commissioner. Such reorganization plan shall also be subject to the following approvals: (a) In the case of a reorganizing mutual savings bank, such Reorganization Plan shall be approved by a majority of the total votes of the corporators and a majority of independent corporators who shall constitute not less than 60% of all corporators, eligible to be cast at the annual meeting or at a special meeting called, in accordance with the mutual banking institution's bylaws; or(b) In the case of a reorganizing mutual co-operative bank, such Reorganization Plan shall be approved by a majority of its members present and voting in each case at the annual meeting or at a special meeting called, in accordance with the mutual banking institution's bylaws;(4) The reorganizing mutual institution shall file an application for approval of the Reorganization Plan in the form required by the Commissioner. Such Application shall contain:(a) a copy of detailed minutes of the board of trustees or directors meeting authorizing the Reorganization Plan and approving the Reorganization Plan with the clerk's attestation;(b) a copy of detailed minutes of the annual or special meeting of the corporators or members approving the Reorganization Plan with the clerk's attestation;(c) all other application information and materials required to be submitted under 209 CMR 33.04(1);(d) The application and information statement required by 209 CMR 33.23(4)(c) shall contain a full and fair disclosure of the written commitments required under 209 CMR 33.30(7).(e) any other information which the Commissioner may require; and(5) All necessary regulatory approvals have been obtained and all conditions specified in 209 CMR 33.21 through 33.32 or otherwise imposed by the Commissioner in connection with the granting of the approvals specified in 209 CMR 33.23(5) have been satisfied.