38 Ill. Adm. Code 1075.1110
Mutual Holding Company Reorganizations
Section 1075
Section 1075.1110 Mutual
Holding Company Reorganizations
A mutual savings bank may
reorganize to become a mutual holding company, or join in a mutual holding
company reorganization or thereafter as an acquiree savings bank or a
pre-existing depository institution, only upon satisfaction of the following
conditions:
a) A Reorganization Plan is approved by a majority of the board
of directors of the reorganizing savings bank and any acquiree savings bank or
pre-existing depository institution.
b) A Reorganization Notice is filed with the Director and the Director
has given written notice of its approval of the proposed reorganization as
being in accordance with applicable law.
c) The Reorganization Plan is submitted to the members of the
reorganizing savings bank and any acquiree pursuant to a proxy statement cleared
in advance by the Director and the Reorganization Plan is approved by a
majority of the total votes of the members of each savings bank eligible to be
cast at a meeting held at the call of each savings bank's directors in
accordance with the procedures prescribed by each savings bank's charter and
bylaws. When the Reorganization Plan involves acquiring a pre-existing
depository institution, the Plan is submitted to the stockholders of the
pre-existing depository institution and is approved by the majority of the
total votes of the shareholders eligible to be cast at a meeting held at the
call of the institution's directors in accordance with the institution's
charter and bylaws.
d) All necessary regulatory approvals have been obtained and all
requirements of this Subpart are met.