Ohio Code 1116.05 – Mutual state bank reorganization as mutual holding company
(A) A mutual state bank may, with the approval of the superintendent of financial institutions, reorganize to become a mutual holding company, in one of the following manners:
Terms Used In Ohio Code 1116.05
- Acquiree mutual bank: means any state bank, savings association, or savings bank that meets both of the following conditions:
(1) It is acquired by a mutual holding company as part of, and concurrently with, a mutual holding company reorganization. See Ohio Code 1116.01
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Person: includes an individual, corporation, business trust, estate, trust, partnership, and association. See Ohio Code 1.59
- Reorganization plan: means the plan to reorganize into a mutual holding company structure described in section 1116. See Ohio Code 1116.01
- Reorganizing mutual state bank: means a mutual state bank that proposes to reorganize into a mutual holding company structure in accordance with this chapter. See Ohio Code 1116.01
- Resulting stock state bank: means a stock state bank that is organized as a subsidiary of a reorganizing mutual state bank to receive a substantial part of the assets and liabilities, including all deposit accounts, of the reorganizing mutual state bank upon consummation of the reorganization. See Ohio Code 1116.01
- state: means the state of Ohio. See Ohio Code 1.59
- Subsidiary holding company: means a stock company that is controlled by a mutual holding company and that owns the stock of a stock state bank whose depositors have membership rights in the parent mutual holding company. See Ohio Code 1116.01
(1) By organizing one or more subsidiary stock state banks, one or more of which may be an interim stock state bank, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing mutual state bank and by transferring a substantial portion of its assets, all of its insured deposits, and part or all of its other liabilities to one or more subsidiary stock state banks;
(2) By organizing a first tier subsidiary stock state bank, causing that subsidiary to organize a second tier subsidiary stock state bank, and transferring, by merger of the reorganizing mutual state bank with the second tier subsidiary, a substantial portion of its assets, all of its insured deposits, and part or all of its other liabilities to the resulting stock state bank at which time the first tier subsidiary stock state bank becomes a mutual holding company;
(3) In any other manner approved by the superintendent.
(B) As a part of its mutual holding company reorganization, a mutual state bank may organize as a subsidiary holding company of the mutual holding company, which subsidiary holding company shall own all of the outstanding voting stock of the resulting stock state bank.
(C) Before reorganizing into a mutual holding company, a reorganizing mutual state bank shall do all of the following:
(1) Obtain approval of a reorganization plan by a two-thirds vote of the board of directors of the reorganizing mutual state bank and any acquiree mutual bank;
(2) Obtain approval of the reorganization plan by a two-thirds vote, or such other proportion not less than a majority as the reorganizing mutual state bank’s or any acquiree mutual bank’s articles of incorporation or code of regulations provide, of the members’ votes cast in person or by proxy at the annual meeting or at a special meeting of members called by the board of directors for the purpose of approving the reorganization plan;
(3) File a reorganization application in the form prescribed by the superintendent that includes all of the following:
(a) An officers’ certification that the reorganization plan has been approved by the directors and members in accordance with applicable state law, articles of incorporation, code of regulations, or bylaws;
(b) A copy of the reorganization plan;
(c) Any other information the superintendent requires.