Vermont § 20102 - Procedure for adopting a plan of reorganization

§ 20102. Procedure for adopting a plan of reorganization

• (a) Plan of reorganization. The plan of reorganization pursuant to which the reorganization is to be carried out,
  and the proposed amended organizational documents, shall be approved by the governing
  body of the mutual or cooperative financial institution by resolution adopted by two-thirds
  of the whole number of the governing body. The plan of reorganization, along with
  the proposed amended organizational documents, shall then be submitted for adoption
  to a regular or special meeting of the mutual voters of the financial institution
  called in the manner provided by its internal governance documents. Copies or summaries
  of the plan and amended organizational documents shall be enclosed with the notice
  of the meeting. Adoption of the plan of reorganization shall be by the affirmative
  vote of two-thirds of the mutual voters casting votes. A mutual voter may vote at
  such regular or special meeting either in person or by proxy executed in writing by
  the mutual voter or by his or her duly authorized attorney-in-fact. (b) Notice to Commissioner. A mutual or cooperative financial institution, having adopted a plan of reorganization
  in accordance with subsection (a) of this section, shall provide the Commissioner
  with 60 days’ prior written notice of the proposed reorganization. The notice shall
  include the plan of reorganization, accompanied by certified copies of the votes of
  its governing body and mutual voters required by subsection (a) of this section, and
  such other relevant information as the Commissioner shall require. Unless the Commissioner,
  within such 60-day notice period, disapproves the proposed mutual holding company
  reorganization, or extends for another 30 days the period during which such disapproval
  may issue, the proposed reorganization shall be deemed approved and the mutual or
  cooperative financial institution providing such notice may proceed with the proposed
  reorganization. The Commissioner may disapprove any proposed mutual holding company
  formation only if: (1) such disapproval is necessary to prevent unsafe or unsound banking practices; (2) the financial or management resources of the financial institution warrant disapproval; (3) the mutual or cooperative financial institution does not furnish the information required
  by this section; (4) the mutual or cooperative financial institution does not comply with subsection (a)
  of this section; or (5) the proposed reorganization would be unfair to depositors. (c) Notice to depositors. After a mutual or cooperative financial institution has complied with the provisions
  of subsections (a) and (b) of this section, it shall give its depositors at least
  60 days’ prior written notice of the effective date of the reorganization. Such notice
  shall include a brief description of the plan of reorganization and a statement of
  the depositor’s right to withdraw any amount deposited to his or her account without
  penalty. The form of such notice shall be approved by the Commissioner and shall be
  sent to each depositor by first-class mail. Any depositor objecting to the reorganization
  within 60 days after such notice may withdraw any amounts on deposit and shall be
  paid the full amount of the deposit, with interest to the date of payment computed
  at the rate established by the deposit agreement or, in the absence of an agreement,
  at the rate paid by the financial institution on other similar interest-bearing accounts.
  Any depositor who does not withdraw the amount deposited to his or her credit prior
  to the effective date of the reorganization shall be deemed to have assented to the
  reorganization. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2021, No. 105 (Adj. Sess.), § 318, eff. July 1, 2022.)