(a) A mutual holding company’s
board of directors may propose a plan for dissolution of the mutual
holding company. All references in this section to mutual holding
company shall also apply to a subsidiary holding company organized
under this part. The plan may provide for either:
(1) Transfer of all the mutual holding
company’s assets to another mutual holding company or home-financing
institutions under Federal charter either for cash sufficient to pay
all obligations of the mutual holding company and retire all outstanding
accounts or in exchange for that mutual holding company’s
payment of all the mutual holding company’s outstanding obligations
and issuance of share accounts or other evidence of interest to the
mutual holding company’s members on a pro rata basis; or
(2) Dissolution in a manner
proposed by the directors which they consider best for all concerned.
(b) The plan, and a statement of reasons
for proposing dissolution and for proposing the plan, shall be submitted
to the appropriate Reserve Bank for approval. The Board will approve
the plan if the Board believes dissolution is advisable and the plan
is best for all concerned. If the Board considers the plan inadvisable,
the Board may either make recommendations to the mutual holding company
concerning the plan or disapprove it. When the plan is approved by
the mutual holding company’s board of directors and by the Board,
it shall be submitted to the mutual holding company’s members at a
duly called meeting and, when approved by a majority of votes cast
at that meeting, shall become effective. After dissolution in accordance
with the plan, a certificate evidencing dissolution, supported by
such evidence as the Board may require, shall immediately be filed
with the Board. When the Board receives such evidence satisfactory
to the Board, it will terminate the corporate existence of the dissolved
mutual holding company and the mutual holding company’s charter shall
thereby be canceled.
