(1)
Depositors of Resulting Subsidiary Banking Institutions, Acquiree
Subsidiary Banking Institutions and Banks In Mutual Form When
Acquired. The Articles of Organization or bylaws of a mutual
holding company shall:
(a) confer upon
existing and future depositors of the resulting subsidiary banking institution
the same me mbership right sint he mutual holding company, including
liquidation rights in the mutual holding company under M. G.L. c. 167H, §
2, as were conferred upon depositors of the reorganizing mutual banking
institution as in effect immediately prior to the reorganization;
(b) confer upon existing and future
depositors of any acquiree subsidiary banking institution or any bank that is
in the mutual form when acquired by the mutual holding company the same
membership rights, including liquidation rights under M.G.L. c. 167H § 2,
in the mutual holding company as were conferred upon depositors of the acquired
subsidiary banking institution immediately prior to acquisition; provided that
if the acquired subsidiary banking institution is merged into another
subsidiary banking institution from which the mutual holding company draws
members, the depositors of the acquired subsidiary banking institution shall
receive the same membership rights as the depositors of the subsidiary banking
institution into which the acquired subsidiary banking institution is
merged.
(c) provide that any Stock
Issuance Plan under
209
CMR 33.27, which is not included as part of a
Reorganization Plan, shall require the approval of the corporators of the
mutual holding company or members of the subsidiary banking institution or
acquiree subsidiary banking institution, subject to the following requirements:
1. In the case of a subsidiary banking
institution which is a savings bank, such Stock Issuance Plan shall be approved
by a majority of the total votes of its mutual holding company's 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
2. In the case of a
subsidiary banking institution which is a co-operative bank, such Stock
Issuance 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.
(2)
Depositors of
Banks in Stock Form When Acquired. A mutual holding company that
acquires a bank in stock form, other than a resulting subsidiary banking
institution or an acquiree subsidiary banking institution, shall not confer any
membership rights upon the depositors of such stock bank, unless such
association is merged into a subsidiary banking institution from which the
mutual holding company draws members, in which case the depositors of the stock
bank shall receive the same membership rights as other depositors of the
subsidiary banking institution into which the stock bank is merged.
