230 R.I. Code R. 230-RICR-40-15-2.3

Current through December 26, 2024

Section 230-RICR-40-15-2.3 - Definitions

A. Unless otherwise provided by this Regulation or unless the context clearly requires otherwise, terms used in this Regulation shall have the same meaning as the terms as defined in Title 19 of the Rhode Island General Laws. Board of Trustees shall mean the governing body of the mutual financial institution, whether it be called the board of trustees or the board of directors. The terms board of trustees or board of directors, for purposes of this Regulation and R.I. Gen. Laws § 19-2-14.1 are interchangeable.

1. "Acquiree subsidiary financial institution" means any mutual financial institution, other than a resulting subsidiary financial institution, that:

a. is acquired by an existing mutual holding company concurrently with or subsequent to, such mutual holding company's reorganization; and

b. is in the mutual form immediately prior to such acquisition.

2. "Eligible depositor," for purposes of this Regulation, means a depositor holding qualifying deposits, as defined in the plan of mutual holding company reorganization, as of a date designated in said plan which is not less than one (1) year prior to the date of adoption of said plan by the board of trustees. The plan of mutual holding company reorganization may provide that any deposit accounts with total deposit balances of less than fifty dollars ($50.00) shall not constitute a qualifying deposit.

3. "Mutual financial institution" means a Rhode Island financial institution operating in mutual form.

4. "Mutual holding company" means a mutual financial institution reorganized in accordance with R.I. Gen. Laws § 19-2-14.1 to hold all or part of the shares of capital stock of a subsidiary financial institution, and shall mean, unless otherwise indicated, a subsidiary holding company controlled by a mutual holding company, organized under R.I. Gen. Laws §19-2-14.1.5.

5. "Mutual holding company reorganization plan or plan of reorganization" means a plan to reorganize into a mutual holding company pursuant to R.I. Gen. Laws § 19-2-14.1, and shall include a plan of reorganization of an acquiree subsidiary financial institution

6. "Resulting subsidiary financial institution" means a financial institution in stock form that is organized as a subsidiary of a reorganizing mutual financial institution to receive the substantial part of the assets and liabilities (including all deposit accounts) of the reorganizing mutual financial institution upon consummation of the reorganization, or that is organized as a successor institution to the reorganizing mutual financial institution.

7. "Securities" means:

a. stock of any kind of a resulting subsidiary financial institution or subsidiary holding company of a mutual holding company including, without limitation, preferred or common stock;

b. securities convertible into or exchangeable for stock of any kind of a resulting subsidiary financial institution or subsidiary holding company of a mutual holding company; and

c. warrants, options or other rights for the issuance of stock of any kind of a resulting subsidiary financial institution or subsidiary holding company of a mutual holding company or of securities convertible into or exchangeable for stock of any kind of a resulting subsidiary financial institution or subsidiary holding company of a mutual holding company.

8. "Stock issuance plan" means a plan providing for the public issuance of securities by a subsidiary financial institution or a subsidiary holding company subject to the requirements of this Regulation.

9. "Subsidiary financial institution" means the financial institution resulting from the reorganization of a mutual financial institution in accordance with R.I. Gen. Laws § 19-2-14.1, all or part of the capital stock of which is held by a mutual holding company or a subsidiary holding company.

10. "Subsidiary holding company" means a stock holding company, organized as a business corporation under the laws of Rhode Island or another state, which is controlled by a mutual holding company, and which owns the stock of a subsidiary financial institution whose depositors have rights in the parent mutual holding company.

230 R.I. Code R. 230-RICR-40-15-2.3