§ 54C-195. Holding companies.
Article 9.
Holding Companies.
§ 54C‑195. Holdingcompanies.
(a) Notwithstanding anyother law, a stock savings bank may, simultaneously with its incorporation orconversion to a stock savings bank, provide for its ownership by a holdingcompany. In the case of a conversion, members of the converting savings bankshall have the right to purchase capital stock of the holding company in lieuof capital stock of the converted savings bank in accordance with G.S. 54C‑33(c)(6).
(b) Notwithstanding anyother law, a stock savings bank may reorganize its ownership, to provide forownership by a holding company, upon adoption of a plan of reorganization by afavorable vote of not less than two‑thirds of the members of the board ofdirectors of the savings bank and approval of the plan of reorganization by theholders of not less than a majority of the issued and outstanding shares ofstock of the savings bank. The plan of reorganization shall provide that (i)the resulting ownership is vested in a North Carolina corporation, (ii) allstockholders of the stock savings bank have the right to exchange shares, (iii)the exchange of stock is not subject to State or federal income taxation, (iv)stockholders not wishing to exchange shares are entitled to dissenters' rightsas provided under G.S. 55‑113, and (v) the plan of reorganization is fairand equitable to all stockholders.
(c) Notwithstanding anyother law, a mutual savings bank may reorganize its ownership to provide forownership by a holding company upon adoption of a plan of reorganization byfavorable vote of not less than two‑thirds of the members of the board ofdirectors of the savings bank and approval of the plan of reorganization by amajority of the voting members of the savings bank. The plan of reorganizationshall provide that (i) the resulting ownership is vested in a North Carolinacorporation, (ii) the resulting ownership of one or more subsidiary savingsbanks is evidenced by stock shares, (iii) the substantial portion of the assetsand all of the insured deposits and part or all of the other liabilities aretransferred to one or more subsidiary savings banks, (iv) the reorganization isnot subject to State or federal income taxation, and (v) the plan ofreorganization is fair and equitable to all members of the savings bank.
(d) A holding companymay invest in any investment authorized by its board of directors, except aslimited by regulations adopted by the Commissioner of Banks under thisArticle.
(e) An entity thatcontrols a stock savings bank, or acquires control of a stock savings bank, isa holding company. (1991,c. 680, s. 1; 2001‑193, s. 16.)