Michigan Laws 487.3706a – Definitions; reorganization of existing mutual savings bank to mutual holding company; requirements; organization and incorporation of new savings bank subsidiary; approval
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(1) As used in this section:
(a) “Existing mutual savings bank” means a mutual savings bank engaged in the savings bank business before reorganization under this section.
Terms Used In Michigan Laws 487.3706a
- Articles: means articles of incorporation, all amendments to articles of incorporation, and agreements of consolidation and merger. See Michigan Laws 487.3102
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Bank: means a state banking corporation organized or reorganized under the provisions of the banking code of 1999, 1999 PA 276, MCL 487. See Michigan Laws 487.3102
- Commissioner: means the commissioner of the office of financial and insurance services. See Michigan Laws 487.3102
- in writing: shall be construed to include printing, engraving, and lithographing; except that if the written signature of a person is required by law, the signature shall be the proper handwriting of the person or, if the person is unable to write, the person's proper mark, which may be, unless otherwise expressly prohibited by law, a clear and classifiable fingerprint of the person made with ink or another substance. See Michigan Laws 8.3q
- Incorporator: means a person who signed the original articles of incorporation. See Michigan Laws 487.3102
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Mutual savings bank: means a savings bank for which the articles of incorporation do not authorize the issuance of common or preferred stock. See Michigan Laws 487.3103
- Public law: A public bill or joint resolution that has passed both chambers and been enacted into law. Public laws have general applicability nationwide.
- Savings bank: means a state banking corporation organized or reorganized under this act. See Michigan Laws 487.3103
- Subsidiary: means a corporation, mutual company, limited liability company, limited liability partnership, or limited partnership, the controlling interests of which are more than 50% owned by 1 or more federally insured depository institutions, and in which a savings bank has an ownership interest, membership interest, or other legally enforceable interest which has the indicia of ownership. See Michigan Laws 487.3103
- United States: shall be construed to include the district and territories. See Michigan Laws 8.3o
(b) “Mutual holding company” means that term as defined in section 10(o) of the home owners’ loan act, chapter 64, titles III and IX of Public Law 101-73, 12 U.S.C. § 1467a, and OTS regulations governing mutual holding companies.
(c) “New savings bank” means a savings bank not engaged in the savings bank business before the reorganization provided in this section.
(d) “OTS” means the office of thrift supervision, United States department of the treasury.
(2) An existing mutual savings bank may reorganize to establish a mutual holding company, if all of the following requirements are met:
(a) The reorganization plan complies in all respects with OTS mutual holding company laws and receives the approval of the OTS, and the OTS grants a federal charter to the newly created mutual holding company.
(b) The reorganization plan receives the approval of the office of financial and insurance services.
(c) The board of directors of the existing mutual savings bank has approved the plan of reorganization at a meeting called in accordance with the bank’s articles of incorporation and bylaws.
(d) A majority of the total votes of the members of the existing mutual savings bank eligible to be cast shall have approved the plan of reorganization after a membership meeting called in accordance with the bank’s articles of incorporation and bylaws.
(3) Persons as provided in section 301 may organize and incorporate as the incorporator or incorporators any new savings bank subsidiary of the existing mutual savings bank, having its principal office in the same city or village as the principal office of the existing mutual savings bank, if the new savings bank is organized for the sole purpose of effecting a reorganization plan in accordance with this section.
(4) The assets, liabilities, and banking business of the existing mutual savings bank shall not be transferred to any new savings bank subsidiary or federal savings bank subsidiary under the reorganization plan until the office of financial and insurance services or OTS approves a charter for the subsidiary to operate as a savings bank or federal savings bank.
(5) Unless the office of financial and insurance services determines in writing that the subsidiary charter application does not meet the requirements for a savings bank under this act, the office of financial and insurance services shall approve the subsidiary’s charter application if the applicant represents, and the commissioner believes, the subsidiary will conduct substantially the same banking business as the existing mutual savings bank.