Section 386-B:8 Ownership, Governance and Powers of Mutual Holding Companies.
I. A mutual holding company shall not be a capital stock corporation nor shall it be subject to RSA 292 or RSA 293-A, except as otherwise expressly provided in this chapter. The net earnings and net worth of a mutual holding company shall inure to the benefit of persons who are from time to time savings depositors of its subsidiary guaranty savings bank and depositors of its other subsidiary banks who have acquired an interest in such earnings and net worth as permitted by the mutual holding company. Such persons shall have the same rights in the mutual holding company as depositors of a mutual savings bank have in such bank pursuant to RSA 386:61 and 62.
II. The corporate powers of a mutual holding company shall be vested solely in its corporators, who shall consist of such of the persons who were serving as corporators of the reorganizing mutual savings bank immediately prior to the reorganization as are named in the plan of reorganization, and such additional persons as may be chosen corporators from time to time as provided in the bylaws of the corporation. The corporators of a mutual holding company shall have the same rights and duties in such mutual holding company as the corporators of a mutual savings bank have in such bank pursuant to RSA 386:60. 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 shall have all powers and authorities granted under the charter and bylaws of the corporation and applicable federal and state laws, rules, and regulations. The board of directors shall elect officers and shall supervise management of the corporation. The directors of a mutual holding company shall have the same rights and duties in such mutual holding company as the trustees of a mutual savings bank have in such bank pursuant to RSA 386:59. The initial board of directors shall consist of such of the persons who were serving as the trustees of the mutual savings bank immediately prior to the reorganization as are named in the plan of reorganization. Such persons 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 bylaws and the election of officers in such manner as the bylaws may prescribe. Any action by a mutual holding company which, if taken by a business corporation, would require the approval of its shareholders under RSA 293-A 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.
III. 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 take deposits. It shall have the general powers of business corporations as set forth in RSA 293-A:3.02. A mutual holding company may:
(a) Invest in the stocks and securities of banks and associations the deposits of which are insured by the Federal Deposit Insurance Corporation;
(b) Organize any new federally chartered or state-chartered bank in any jurisdiction and acquire any federally chartered or state-chartered bank by purchase, merger, consolidation, or any other manner in any jurisdiction.
(c) Merge with or acquire another mutual holding company;
(d) Merge any subsidiary of the mutual holding company with and into another subsidiary thereof;
(e) Make capital contributions and loans to its subsidiaries and affiliates and otherwise assist them financially;
(f) Engage in any non-banking activity authorized for a bank holding company or savings and loan holding company under federal law or regulation;
(g) Issue capital debentures for the purpose of strengthening its financial condition. With the approval of the bank commissioner, such debentures shall be considered as legal investments for savings banks, savings and loan associations, and trust companies.
IV. The limitations of RSA 384-B:3 on the acquisition of affiliates by a bank holding company shall apply to a mutual holding company.
V. A mutual holding company may convert from mutual to stock form in the same manner, to the same extent and with comparable limitations as mutual savings banks are permitted to convert under the laws of this state.
VI. A mutual holding company may be organized by a mutual savings bank to effect a reorganization pursuant to RSA 386-B:2-a by filing the proposed charter of the mutual holding company with the bank commissioner for approval as part of the plan of reorganization. The initial corporators and trustees of the mutual holding company shall consist of the same persons who are serving as the corporators and trustees of the mutual savings bank at the time the mutual holding company is organized. The mutual savings bank may provide funds to the mutual holding company for the purpose of enabling it to capitalize the subsidiary guaranty savings bank, to cover the expenses of organization and to provide initial working capital. If the charter is approved by the bank commissioner, the commissioner shall certify the approval on duplicate originals of the charter. The duplicate originals shall be filed in the office of the secretary of state, together with a filing fee of $25. The secretary of state shall record one of the duplicate originals in his office and issue and return the other original to a representative of the mutual holding company. The organization of the mutual holding company shall take effect as of the date of the filing of the duplicate originals in the office of the secretary of state. The provisions of RSA 386-B:6, 7 and 10 shall be inapplicable to a mutual holding company organized pursuant to this paragraph.
Source. 1985, 267:1. 1989, 163:2. 1992, 255:6. 1995, 293:6, 7. 1997, 194:13, eff. June 18, 1997.