RSA 383-B:6-616 · Ownership, Governance, and Powers of Mutual Holding Companies

383-B:6-616 Ownership, Governance, and Powers of Mutual Holding Companies. –

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(a)

A mutual holding company organized under this article shall not be a capital stock corporation, shall not be subject to RSA 292, nor shall it be subject to RSA 293-A, except as is otherwise expressly provided in RSA 383-A with respect to banks. The net earnings and net worth of a mutual holding company shall inure to the benefit of depositors of its subsidiary bank or subsidiary banks. The persons shall have the same rights in the mutual holding company as depositors of a mutual bank have in the bank under RSA 383-B:6-606.

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(b)

Except as otherwise provided in this subsection, the corporate powers of a mutual holding company shall be vested solely in its corporators, who shall consist of the persons who are named as corporators in the plan of reorganization, and such additional persons as may be chosen to serve as corporators from time to time as provided in the organizational documents of the mutual holding company. The corporators of a mutual holding company shall have the same rights and duties in the mutual holding company as the corporators of a mutual bank have in the bank under RSA 383-B:6-605. The governance of a mutual holding company shall be vested solely in its board of directors. The directors shall be elected by the corporators. The board of directors of the mutual holding company shall have all powers and authorities granted under its organizational documents and applicable federal and state laws. The board of directors shall elect officers and shall supervise management of the mutual holding company. The directors of a mutual holding company shall have the same rights and duties in the mutual holding company as the directors of a mutual bank have in the bank under RSA 383-B:6-604. The initial board of directors shall consist of the persons named in the plan of reorganization. The directors shall hold office until the first annual meeting of the corporators and until their successors have been chosen and qualified. The board of directors shall hold an organization meeting immediately following consummation of the reorganization for the adoption of organizational documents and the election of officers. Any action by a mutual holding company which, if taken by a business corporation, would require the approval of its shareholders under the Corporation Act shall require the vote or concurrence of the corporators of the mutual holding company and in such proportion of the corporators as would be required for the approval of similar action by shareholders of a business corporation. In the case of a savings association converting into a mutual holding company, the rights of the corporators described in this subsection shall be held instead by the association members.

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(c)

The general purpose of a mutual holding company shall be conducting and carrying on the business and activities of a bank holding company. A mutual holding company shall not accept deposits. It shall have the general powers of business corporations as set forth in the Corporation Act. A mutual holding company may:

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(1)

Invest in the stocks and securities of banks or bank holding companies;

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(2)

Organize a bank in any jurisdiction and directly or indirectly acquire a bank by purchase, combination, or any other manner in any jurisdiction;

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(3)

Combine with or acquire another mutual holding company or foreign mutual holding company;

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(4)

Combine any subsidiary of the mutual holding company with and into another subsidiary thereof;

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(5)

Make capital contributions and loans to its subsidiaries and affiliates and otherwise assist them financially;

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(6)

Engage either directly or indirectly in any non-banking activity authorized for a bank holding company under federal law; and

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(7)

Issue capital debentures for the purpose of strengthening its financial condition. With the approval of the commissioner, the debentures shall be considered as legal investments for banks.

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(d)

The limitations of RSA 383-B:9-906 on the acquisition of affiliates by a bank holding company shall apply to a mutual holding company.

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(e)

A mutual holding company may convert from mutual to stock form under RSA 383-B:6-608. Source. 2015, 272:16, eff. Oct. 1, 2015.

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