A mutual savings association may reorganize to become a mutual holding company, or join in a mutual holding company reorganization as an acquiree association, only upon satisfaction of the following conditions:
(a) A Reorganization Plan is approved by a majority of the board of directors of the reorganizing association and any acquiree association;
(b) A Reorganization Notice is filed with the OTS and either:
(1) The OTS has given written notice of its intent not to disapprove the proposed reorganization; or
(2) Sixty days have passed since OTS received the Reorganization Notice and deemed it complete under Sec. 516.210 or Sec. 516.220 of this chapter, and OTS has not:
(i) Given written notice that the proposed reorganization is disapproved; or
(ii) Extended for an additional 30 days the period during which disapproval may be issued;
(c) The Reorganization Plan is submitted to the members of the reorganizing association and any acquiree association pursuant to a proxy statement cleared in advance by the OTS and such Reorganization Plan is approved by a majority of the total votes of the members of each association eligible to be cast at a meeting held at the call of each association's directors in accordance with the procedures prescribed by each association's charter and bylaws; and
(d) All necessary regulatory approvals have been obtained and all conditions specified in Sec. 575.9(c)(5) of this part or otherwise imposed by the OTS in connection with the issuance of a notice of intent not to disapprove under Sec. 575.3(b)(1) of this part or by the OTS in connection with the granting of the approvals specified in this paragraph have been satisfied. [58 FR 44114, Aug. 19, 1993, as amended at 66 FR 13009, Mar. 2, 2001]