The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 8 V.S.A. § 20102)
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§ 20102. Procedure for adopting a plan of reorganization
(a) Plan of reorganization. The plan of reorganization pursuant to which the reorganization is to be carried out,
and the proposed amended organizational documents, shall be approved by the governing
body of the mutual or cooperative financial institution by resolution adopted by two-thirds
of the whole number of the governing body. The plan of reorganization, along with
the proposed amended organizational documents, shall then be submitted for adoption
to a regular or special meeting of the mutual voters of the financial institution
called in the manner provided by its internal governance documents. Copies or summaries
of the plan and amended organizational documents shall be enclosed with the notice
of the meeting. Adoption of the plan of reorganization shall be by the affirmative
vote of two-thirds of the mutual voters casting votes. A mutual voter may vote at
such regular or special meeting either in person or by proxy executed in writing by
the mutual voter or by his or her duly authorized attorney-in-fact.
(b) Notice to Commissioner. A mutual or cooperative financial institution, having adopted a plan of reorganization
in accordance with subsection (a) of this section, shall provide the Commissioner
with 60 days’ prior written notice of the proposed reorganization. The notice shall
include the plan of reorganization, accompanied by certified copies of the votes of
its governing body and mutual voters required by subsection (a) of this section, and
such other relevant information as the Commissioner shall require. Unless the Commissioner,
within such 60-day notice period, disapproves the proposed mutual holding company
reorganization, or extends for another 30 days the period during which such disapproval
may issue, the proposed reorganization shall be deemed approved and the mutual or
cooperative financial institution providing such notice may proceed with the proposed
reorganization. The Commissioner may disapprove any proposed mutual holding company
formation only if:
(1) such disapproval is necessary to prevent unsafe or unsound banking practices;
(2) the financial or management resources of the financial institution warrant disapproval;
(3) the mutual or cooperative financial institution does not furnish the information required
by this section;
(4) the mutual or cooperative financial institution does not comply with subsection (a)
of this section; or
(5) the proposed reorganization would be unfair to depositors.
(c) Notice to depositors. After a mutual or cooperative financial institution has complied with the provisions
of subsections (a) and (b) of this section, it shall give its depositors at least
60 days’ prior written notice of the effective date of the reorganization. Such notice
shall include a brief description of the plan of reorganization and a statement of
the depositor’s right to withdraw any amount deposited to his or her account without
penalty. The form of such notice shall be approved by the Commissioner and shall be
sent to each depositor by first-class mail. Any depositor objecting to the reorganization
within 60 days after such notice may withdraw any amounts on deposit and shall be
paid the full amount of the deposit, with interest to the date of payment computed
at the rate established by the deposit agreement or, in the absence of an agreement,
at the rate paid by the financial institution on other similar interest-bearing accounts.
Any depositor who does not withdraw the amount deposited to his or her credit prior
to the effective date of the reorganization shall be deemed to have assented to the
reorganization. (Added 1999, No. 153 (Adj. Sess.), § 2, eff. Jan. 1, 2001; amended 2021, No. 105 (Adj. Sess.), § 318, eff. July 1, 2022.)