12 CFR 575.3 - Mutual holding company reorganizations.
A mutual savings association may reorganize to become a mutual holding company, or join in a mutual holding company reorganization as an acquiree association, only upon satisfaction of the following conditions:
(a) A Reorganization Plan is approved by a majority of the board of directors of the reorganizing association and any acquiree association;
(b) A Reorganization Notice is filed with the OTS and either:
(1) The OTS has given written notice of its intent not to disapprove the proposed reorganization; or
(2) Sixty days have passed since OTS received the Reorganization Notice and deemed it complete under § 516.210 or § 516.220 of this chapter, and OTS has not:
(i) Given written notice that the proposed reorganization is disapproved; or
(ii) Extended for an additional 30 days the period during which disapproval may be issued;
(c) The Reorganization Plan is submitted to the members of the reorganizing association and any acquiree association pursuant to a proxy statement cleared in advance by the OTS and such Reorganization Plan is approved by a majority of the total votes of the members of each association eligible to be cast at a meeting held at the call of each association's directors in accordance with the procedures prescribed by each association's charter and bylaws; and
(d) All necessary regulatory approvals have been obtained and all conditions specified in § 575.9(c)(5) of this part or otherwise imposed by the OTS in connection with the issuance of a notice of intent not to disapprove under § 575.3(b)(1) of this part or by the OTS in connection with the granting of the approvals specified in this paragraph have been satisfied.