17:12B-298. Formation of mutual state association holding company

a. After the board of directors of an organizing mutual state association has approved the formation of a mutual holding company by a 2/3 vote and adopted a resolution to that effect, the board of directors shall hold a meeting of the members of the mutual state association upon not less than 30 days' written notice to each member by a mailing, postage prepaid, directed to the last address of each member as shown on the books of the association, which notice shall contain a statement of the time, place and purpose for which the meeting is called. The notice shall be accompanied by a proxy statement and proxy form in accordance with regulations promulgated by the commissioner;

b. At the meeting of the members of the organizing mutual state association as provided in subsection a. of this section, the members may, by the affirmative vote of at least a majority of the votes of the members of the organizing mutual state association present, either in person or by proxy, declare by resolution the determination to form a mutual state association holding company. A copy of the minutes of the proceedings of the meeting of the members shall be filed in the office of the commissioner within the time and in the form and manner as set forth in regulations promulgated by the commissioner.

c. After compliance with subsections a. and b. of this section, the board of directors of an organizing mutual state association may apply to the commissioner to form a mutual state association holding company which may be formed in accordance with either paragraph (1), (2), or (3) of this subsection.

(1) The board of directors of an organizing mutual state association may incorporate a mutual state association holding company pursuant to the provisions of section 8 of this act, and subsequently:

(a) Convert to a capital stock state association pursuant to section 26 of this act; or

(b) If the mutual state association holding company has formed a subsidiary capital stock state association pursuant to sections 16 through 24 of this act, either (i) merge with the subsidiary capital stock state association pursuant to section 25 of this act or (ii) sell or transfer its assets and liabilities to the subsidiary capital stock state association and dissolve pursuant to Article XVIII of P.L.1963, c.144 (C.17:12B-228 et seq.); or

(2) The board of directors of an organizing mutual state association may form a mutual state association holding company by:

(a) Incorporating a subsidiary capital stock state association pursuant to sections 16 through 24 of this act; and

(b) Transferring the substantial part of the organizing mutual state association's assets and liabilities, including all of its deposit liabilities, to the subsidiary capital stock state association in return for a majority of the capital stock of the subsidiary capital stock state association in accordance with section 17 of this act. Capital deposits and surplus in an amount approved by the commissioner may be retained by the organizing mutual state association, which shall be deemed a mutual state association holding company, if it follows the procedures set forth in section 27 of this act; or

(3) The board of directors of an organizing mutual state association may form a mutual state association holding company by any other method of reorganization approved by the commissioner.

L.1989,c.165,s.7.