In this subtitle, “savings and loan association” means a savings and loan association organized under Title 9 of this article and insured by the Maryland Deposit Insurance Fund Corporation.
Notwithstanding any other provision of law, any savings bank may be reorganized in order to become a mutual holding company by submitting to the Commissioner an application for approval of reorganization.
A reorganization submitted for approval shall have been approved by the savings bank under the procedures described in § 4–701(c) of this title.
The application for approval of reorganization shall contain:
A brief statement summarizing a plan of reorganization;
3 copies of the proposed articles of incorporation of the subsidiary savings bank acknowledged by the incorporators of the subsidiary savings bank;
A statement that the plan of reorganization was advised, authorized, and approved by the savings bank in the manner and by the vote required by its charter and the laws of this State; and
A statement of the manner of approval.
The plan of reorganization shall provide that:
A subsidiary savings bank shall be incorporated pursuant to Subtitle 9 of this title;
The savings bank shall transfer a substantial part of its assets to the subsidiary savings bank and the subsidiary savings bank shall assume a substantial part of the savings bank’s liabilities, including all depository liabilities;
As a result of the reorganization of the savings bank into a mutual holding company, the mutual holding company shall hold more than 50% of the stock of the subsidiary savings bank; and
After transfer and assumption, persons with prior corresponding rights as depositors or creditors against a savings bank shall have the same rights with respect to the mutual holding company and the subsidiary savings bank.
The plan of reorganization:
May contain any other provision not inconsistent with law; and
Shall set forth the necessary corporate steps for the savings bank to reorganize into a mutual holding company, including:
All required charter amendments; and
A description of the corporate management of the reorganized mutual holding company.
Except as provided in subsection (f) of this section, the Commissioner shall publish a notice of filing of the application for approval of the plan of reorganization.
The notice of filing of application shall be published in the Maryland Register as provided in the State Documents Law.
Subject to confirmation by the Secretary of Labor, the Commissioner may approve an application without publication of the notice of filing of application in the Maryland Register if:
The financial condition or stability of one of the parties to the proposed reorganization is such that a delay of the proposed reorganization will cause an economic hardship to the party; and
Approval of the application is in the public interest.
The savings bank shall:
File with the Commissioner for examination the application for approval of reorganization; and
At the time of filing of an application for approval of reorganization, pay to the Commissioner a fee of $1,500.
The Commissioner shall investigate the proposed articles of incorporation of the subsidiary savings bank and determine if:
The articles are framed in accordance with law;
The character, responsibility, and general fitness of the incorporators and directors named in the articles command confidence and warrant belief that the business of the proposed subsidiary savings bank will be conducted honestly and efficiently in accordance with the intent of this article; and
Allowing the proposed subsidiary savings bank to engage in business:
Will promote public convenience and advantage; and
Is expedient and desirable.
After investigating the proposed articles of incorporation of the subsidiary savings bank, the Commissioner may require any change in the articles of incorporation that the Commissioner considers necessary.
As to the proposed articles of incorporation of the subsidiary savings bank:
Within 3 months after the application is filed for examination, the Commissioner shall sign, date, and endorse each copy of the articles of incorporation as “approved” or “refused”.
If formation of the subsidiary savings bank is refused, the Commissioner shall return one of the endorsed copies of the articles of incorporation to the incorporators.
If formation of the subsidiary savings bank is approved, the Commissioner shall:
Return one of the endorsed copies of the articles of incorporation to the incorporators; and
Keep and record one of the endorsed copies.
Within 3 months after the application for approval of reorganization is filed for examination, the Commissioner shall approve or reject the application. The Commissioner may not approve the application unless the Commissioner determines:
That the plan of reorganization is:
Reasonably required to protect the welfare of the general economy of this State;
Not detrimental to the public interest or the savings bank; and
In compliance with the regulations and conditions that the Commissioner adopts;
That if the reorganization is pursuant to an acquisition by the mutual holding company of all the stock of a savings and loan association:
Exigent circumstances exist that make the acquisition necessary to maintain the viability or prevent the probable failure of the savings and loan association acquired; and
The mutual holding company agrees to obtain federal insurance for the deposits of the acquired savings and loan association within the time limitation imposed by the Commissioner;
That immediately before the reorganization, the depositors of the savings bank are entitled to deposits in the subsidiary savings bank of like amounts, interest rates, and other terms, without interruption of interest;
That all deposits continue to be insured by the Federal Deposit Insurance Corporation up to the maximum amount provided by law; and
That the applicant has met all the requirements of this subtitle and Subtitle 9 of this title.
In connection with the reorganization of a savings bank into a mutual holding company pursuant to this subtitle and with the approval of the Commissioner, the mutual holding company may retain assets to the extent that they are not then required by the subsidiary savings bank to satisfy State or federal capital or reserve requirements.
After reorganization pursuant to this subtitle, a mutual holding company shall:
Continue to possess and may exercise all general corporate powers; and
Be subject to all limitations not inconsistent with this section, of a savings bank under the laws of this State.
A mutual holding company shall hold more than 50% of the stock of a subsidiary savings bank or savings and loan association acquired pursuant to this subtitle.
Without limiting any powers it may have under this section or any other laws of this State, a mutual holding company may acquire the assets or stock of a savings and loan association with the prior approval of the Commissioner pursuant to the determinations required under § 4-803(e)(2) of this subtitle.
A mutual holding company may not take deposits.
A mutual holding company shall be subject to the provisions of the federal Bank Holding Company Act of 1956, as amended, and all the provisions of this article governing bank holding companies.
A mutual holding company is a mutual association and may not have any capital stock.
The Commissioner may adopt regulations to carry out the provisions of this subtitle.
A mutual holding company shall be subject to the provisions of Subtitles 4, 5, and 7 of this title.