As used in this chapter:
(A) "Controlling person" means any person or entity which, either directly or indirectly, or acting in concert with one or more other persons or entities, owns, controls, or holds with power to vote, or holds proxies representing, fifteen per cent or more of the voting shares or rights of a savings bank, or controls in any manner the election or appointment of a majority of the directors of a savings bank. However, a director of a savings bank is not deemed to be a controlling person of the savings bank based upon the director's voting, or acting in concert with other directors in voting, proxies obtained in connection with an annual solicitation of proxies or obtained from savings account holders and borrowers if the proxies are voted as directed by a majority of the entire board of directors of the savings bank, or of a committee of the directors if the committee's composition and authority are controlled by a majority vote of the entire board and if its authority is revocable by such a majority.
(B) "Independent auditor" means an accountant who is licensed to practice as a certified public accountant or public accountant by this state, and who is employed or otherwise retained by a savings bank to audit its accounts. An independent auditor may not be an employee of the savings bank, its subsidiaries, or holding company affiliates.
(C) "Outside director" means a director of a savings bank who is not an officer or employee of the savings bank, an independent auditor of the savings bank, an attorney of the savings bank, or any other person having a fiduciary relationship, other than that of being a director, with the savings bank.
(D) "Holding company affiliate" means a bank holding company or a savings and loan holding company of which the savings bank is a subsidiary and any other subsidiary of the holding company other than a subsidiary of the savings bank.
(E) "Financial institution regulatory authority" includes a regulator of a business activity in which a savings bank is engaged, or has applied to engage in, to the extent that the regulator has jurisdiction over a savings bank engaged in that business activity. A savings bank is engaged in a business activity, and a regulator of that business activity has jurisdiction over the savings bank, whether the savings bank conducts the activity directly or a subsidiary or affiliate of the savings bank conducts the activity.
Effective Date: 06-18-2002