§ 447-d. Conversion of mutual holding company into stock holding
company. 1. If approved by the superintendent, a mutual holding company
may convert to a stock holding company in accordance with general
regulations promulgated by the superintendent of financial services.

2. If approved by the superintendent, the mutual holding company shall
submit the plan of conversion to its shareholders for approval at a
meeting convened for that purpose in accordance with such regulations.
The provisions of paragraphs (a), (b), (c) and (d) of subdivision three
of section four hundred forty-seven-a of this article shall apply to
such meeting. For the purpose of this subdivision, the term
"shareholders" shall mean those shareholders as of a record date, of a
stock savings and loan association subsidiary of the mutual holding
company which:

(a) was organized as a result of the reorganization of a mutual
savings and loan association as provided in section four hundred
forty-seven of this article; and

(b) has not at any time subsequent to its organization issued more
than forty-nine per centum of its issued and outstanding common stock to
any persons other than a mutual holding company organized pursuant to
this article or the savings and loan holding company provisions of the
Home Owners Loan Act (title twelve United States Code Section 1467a).