Chapter 1116: MUTUAL HOLDING COMPANIES

1116.01 Definitions.

As used in this chapter, unless the context requires otherwise:

(A) "Acquiree mutual bank" means any state bank, savings association, or savings bank that meets both of the following conditions:

(1) It is acquired by a mutual holding company as part of, and concurrently with, a mutual holding company reorganization.

(2) It is in the mutual form immediately prior to the acquisition.

(B) "Reorganization plan" means the plan to reorganize into a mutual holding company structure described in section 1116.07 of the Revised Code.

(C) "Reorganizing mutual state bank" means a mutual state bank that proposes to reorganize into a mutual holding company structure in accordance with this chapter.

(D) "Resulting mutual holding company" means a bank holding company organized in mutual form under this chapter and, unless otherwise indicated, a subsidiary holding company controlled by a mutual holding company organized under this chapter.

(E) "Resulting stock state bank" means a stock state bank that is organized as a subsidiary of a reorganizing mutual state bank to receive a substantial part of the assets and liabilities, including all deposit accounts, of the reorganizing mutual state bank upon consummation of the reorganization.

(F) "Stock bank" means a bank that has an ownership structure in the form of shares of stock and is doing business under authority granted by the superintendent of financial institutions or the bank regulatory authority of another state or the United States.

(G) "Subsidiary holding company" means a stock company that is controlled by a mutual holding company and that owns the stock of a stock state bank whose depositors have membership rights in the parent mutual holding company.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.02 Creation, organization, and governance.

(A) A mutual holding company and any subsidiary of a mutual holding company shall be created, organized, and governed, and its business shall be conducted, in all respects in the same manner as is provided under Chapter 1701. of the Revised Code, for corporations generally, to the extent that it is not inconsistent with this chapter, Chapters 1101. to 1115., and Chapters 1117. to 1127. of the Revised Code or the rules adopted under those chapters.

(B) A mutual holding company and any subsidiary of a mutual holding company organized under this chapter is subject to all powers, remedies, and sanctions provided to the superintendent of financial institutions and the division of financial institutions by Chapters 1101. to 1127. of the Revised Code.

(C) Notwithstanding division (A) of this section, a nonbank subsidiary of a mutual holding company may be organized under the general corporate laws of another state of the United States.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.05 Mutual state bank reorganization as mutual holding company.

(A) A mutual state bank may, with the approval of the superintendent of financial institutions, reorganize to become a mutual holding company, in one of the following manners:

(1) By organizing one or more subsidiary stock state banks, one or more of which may be an interim stock state bank, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing mutual state bank and by transferring a substantial portion of its assets, all of its insured deposits, and part or all of its other liabilities to one or more subsidiary stock state banks;

(2) By organizing a first tier subsidiary stock state bank, causing that subsidiary to organize a second tier subsidiary stock state bank, and transferring, by merger of the reorganizing mutual state bank with the second tier subsidiary, a substantial portion of its assets, all of its insured deposits, and part or all of its other liabilities to the resulting stock state bank at which time the first tier subsidiary stock state bank becomes a mutual holding company;

(3) In any other manner approved by the superintendent.

(B) As a part of its mutual holding company reorganization, a mutual state bank may organize as a subsidiary holding company of the mutual holding company, which subsidiary holding company shall own all of the outstanding voting stock of the resulting stock state bank.

(C) Before reorganizing into a mutual holding company, a reorganizing mutual state bank shall do all of the following:

(1) Obtain approval of a reorganization plan by a two-thirds vote of the board of directors of the reorganizing mutual state bank and any acquiree mutual bank;

(2) Obtain approval of the reorganization plan by a two-thirds vote, or such other proportion not less than a majority as the reorganizing mutual state bank's or any acquiree mutual bank's articles of incorporation or code of regulations provide, of the members' votes cast in person or by proxy at the annual meeting or at a special meeting of members called by the board of directors for the purpose of approving the reorganization plan;

(3) File a reorganization application in the form prescribed by the superintendent that includes all of the following:

(a) An officers' certification that the reorganization plan has been approved by the directors and members in accordance with applicable state law, articles of incorporation, code of regulations, or bylaws;

(b) A copy of the reorganization plan;

(c) Any other information the superintendent requires.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.06 Application for reorganization.

(A) Within ten business days after receipt of an application for a mutual holding company reorganization under division (C)(3) of section 1116.05 of the Revised Code, the superintendent of financial institutions shall do one of the following:

(1) Accept the application for processing;

(2) Request additional information to complete the application;

(3) Return the application if it is substantially incomplete.

(B) Within one hundred eighty days after an application is accepted for processing, the superintendent shall approve or disapprove the application and, if approved, impose any conditions the superintendent determines appropriate.

(C) In approving or disapproving an application, the superintendent, after conducting an appropriate examination or investigation, shall consider whether:

(1) The reorganizing mutual state bank and any acquiree mutual bank will operate in a safe, sound, and prudent manner.

(2) The applicant has demonstrated that the reorganization plan is fair to the members of the reorganizing mutual state bank and any acquiree mutual bank.

(3) The interests of the reorganizing mutual state bank's depositors and creditors and the general public will not be jeopardized by the proposed reorganization into a mutual holding company;

(4) The proposed reorganization will result in a reorganizing mutual state bank or any acquiree state bank that has adequate capital, satisfactory management, and good earnings prospects;

(5) A stock issuance proposed in connection with the mutual holding company reorganization plan meets the standards established by the superintendent and any applicable state and federal securities laws; and

(6) The reorganizing mutual state bank or any acquiree mutual bank has furnished all information required in the reorganization plan and any other information requested by the superintendent regarding the proposed reorganization.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.07 Reorganization plans.

Each reorganization plan submitted with a mutual holding company reorganization application shall contain a description of all significant terms of the proposed reorganization and include all of the following:

(A) Any proposed stock issuance plan;

(B) An opinion of counsel, or a ruling from the United States internal revenue service and the Ohio department of taxation, as to the federal and state tax treatment of the proposed reorganization;

(C) A copy of the articles of incorporation and code of regulations of the proposed mutual holding company, the resulting stock state bank, and any affiliate organizations in the holding company structure;

(D) A description of the method of reorganization under this chapter;

(E) A statement that, upon consummation of the reorganization, certain assets and liabilities, including all deposit accounts of the reorganizing mutual state bank, shall be transferred to the resulting stock state bank, which bank shall immediately become a stock state bank subsidiary of the mutual holding company or subsidiary holding company;

(F) A summary of the expenses to be incurred in connection with the reorganization;

(G) Any other information required by the superintendent of financial institutions.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.08 Approval; filing with secretary of state.

After approving a mutual holding company reorganization application, the superintendent of financial institutions shall, to effect the reorganization, forward the articles of incorporation to the secretary of state for filing.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.09 Membership rights.

(A) A mutual holding company shall do all of the following:

(1) Confer upon existing and future depositors of the resulting stock state bank the same membership rights in the mutual holding company as were conferred upon depositors by the articles of incorporation or code of regulations of the reorganizing mutual state bank in effect immediately prior to the reorganization;

(2) Confer upon existing and future depositors of any acquiree mutual bank or any bank that is in the mutual form when acquired by the mutual holding company, the same membership rights in the mutual holding company as were conferred upon depositors by the articles of incorporation or code of regulations of the acquired mutual bank in effect immediately prior to the acquisition, provided that if the acquired mutual bank is merged into another subsidiary state bank from which the mutual holding company draws members, the depositors of the acquired mutual bank shall receive the same membership rights as the depositors of the subsidiary state bank into which the acquired mutual bank is merged;

(3) Confer upon the borrowers of the resulting stock state bank who are borrowers at the time of reorganization the same membership rights in the mutual holding company as were conferred upon them by the articles of incorporation or code of regulations of the reorganizing mutual state bank in effect immediately prior to the reorganization, but not any membership rights in connection with any borrowings made after the reorganization;

(4) Confer upon the borrowers of any acquiree mutual bank or any bank that is in the mutual form when acquired by the mutual holding company who are borrowers at the time of the acquisition, the same membership rights in the mutual holding company as were conferred on them by the articles of incorporation or code of regulations of the acquired mutual bank in effect immediately prior to the acquisition, but not any membership rights in connection with any borrowings made after the acquisition; provided, however, that if the acquired mutual bank is merged into another bank from which the mutual holding company draws members, the borrowers of the acquired mutual bank shall instead receive the same grandfathered membership rights as the borrowers of the subsidiary state bank into which the acquired mutual bank is merged.

(B) A mutual holding company that acquires a bank in the stock form, other than a resulting stock state bank or an acquiree mutual bank, shall not confer any membership rights upon the depositors and borrowers of the stock bank, unless such stock bank is merged into a subsidiary stock state bank from which the mutual holding company draws its members, in which case the depositors of the stock bank shall receive the same membership rights as other depositors of the subsidiary stock state bank into which the stock bank is merged.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.10 Governance by board of directors.

(A) A mutual holding company and any subsidiary holding company shall be governed by a board of directors and in accordance with the articles of incorporation and code of regulations adopted in connection with the reorganization, or as amended in accordance with law or rule after the reorganization.

(B) The board of the mutual holding company and any subsidiary holding company shall have at least five members who, initially, shall consist of the board of directors of the reorganizing mutual state bank. Such members, after the formation of the mutual holding company and any subsidiary holding company, shall continue to serve as directors for the balance of the terms to which they were elected.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.11 Transfer of assets and liabilities.

All assets, rights, obligations, and liabilities of a reorganizing mutual state bank that are not expressly retained by the mutual holding company shall be transferred to the resulting stock state bank.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.12 Deposit accounts.

Each person who holds a deposit account in a reorganizing mutual state bank or any acquiree mutual state bank immediately before the reorganization shall receive, upon consummation of the reorganization, without payment, an identical deposit account in the resulting stock state bank or acquiree mutual state bank.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.13 Reorganization plans; amendment or termination.

The following apply to a reorganization plan adopted by the board of directors of the reorganizing mutual state bank or any acquiree mutual bank:

(A) It may be amended by those boards as a result of any regulator's comments before any solicitation of proxies from the members to vote on the reorganization plan or, with the written consent of the superintendent of financial institutions, at any later time.

(B) It may be terminated by either board at any time before the meeting at which the members vote on the reorganization plan or, with the written consent of the superintendent, at any later time.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.16 Conversion of mutual holding companies.

(A) A mutual holding company organized under the laws of another state or the United States may, with the approval of the superintendent of financial institutions, convert to a mutual holding company organized under this chapter by submitting an application in accordance with rules adopted by the superintendent under section 111.15 of the Revised Code.

(B) State banks existing as of the effective date of this section that are affiliates of a mutual holding company organized under the laws of another state or the United States and that submit an application pursuant to division (A) of this section within one year after the effective date of this section shall be eligible for an expedited review process.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.18 Powers.

Subject to all necessary regulatory notices or approvals, a mutual holding company organized under this chapter may do all of the following:

(A) Acquire a bank organized in mutual or stock form by merger of such bank with the subsidiary stock state bank, interim subsidiary stock bank, or subsidiary stock holding company of the mutual holding company;

(B) Merge with or acquire another holding company provided that such holding company has, as one of its subsidiaries, a subsidiary banking corporation;

(C) Exercise any power of, or engage in any activity permitted for, a mutual state bank;

(D) Engage directly or indirectly only in such activities as are permissible activities for bank holding companies under applicable state and federal law or regulations;

(E) Invest in the stock of a bank;

(F) Exercise any rights, waive any rights, or take or waive any other action with respect to any securities of any subsidiary stock state bank or subsidiary stock holding company that are held by the mutual holding company.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.19 Surplus distribution.

(A) The board of directors of a mutual holding company may from time to time, by a majority vote of the directors, do both of the following:

(1) Divide equitably any surplus that is in excess of the amount required for the operations of the mutual holding company or to maintain the safety and soundness of the mutual holding company;

(2) Distribute that surplus to the respective depositors of its subsidiary stock state banks in accordance with their membership rights.

(B) If the superintendent of financial institutions determines that the surplus held by a mutual holding company is excessive, the superintendent may order the board of directors of the mutual holding company to make the distribution described in division (A) of this section.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.20 Subsidiary holding company; issuance of securities.

(A) A mutual holding company may establish a subsidiary holding company as a direct subsidiary to hold one hundred per cent of the stock of its subsidiary stock state bank, provided the subsidiary holding company is not formed and operated as a means of evading or frustrating the purposes of this chapter. Subject to the approval of the superintendent of financial institutions, the subsidiary holding company may be established either at the time of the initial mutual holding company reorganization or at a subsequent date.

(B) In addition to its powers under Chapters 1107. and 1109. of the Revised Code, any subsidiary stock state bank or subsidiary holding company may, with the prior approval of the superintendent and subject to such rules as the superintendent may prescribe, issue one or more classes of securities, including one or more classes of common stock or preferred stock, and take any action in connection with such issuance or otherwise with respect to any such securities; provided, however, that in no event shall the mutual holding company hold less than twenty-five per cent of the combined voting power of all classes of securities of the subsidiary stock holding company or stock state bank that have voting power in the election of directors of such stock state bank.

(C) Nothing in this section shall prohibit a subsidiary stock state bank or subsidiary stock holding company from issuing, in connection with an employee stock option or other employee benefit plan or with the mutual holding company reorganization or subsequent thereto, different classes of common stock to the mutual holding company and subsidiary stock state bank or subsidiary stock holding company. An issuance of securities may be made at the time of the mutual holding company reorganization or thereafter, and may be made in connection with the merger or acquisition of another bank whether organized in mutual or stock form.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.

1116.21 Conversion to stock holding company.

A mutual holding company organized under this chapter may, with the approval of the superintendent of financial institutions, convert to a stock holding company by submitting an application in accordance with rules adopted by the superintendent under section 1121.03 of the Revised Code.

Added by 132nd General Assembly File No. TBD, HB 49, §130.21, eff. 1/1/2018.