Section 601-C. Sale, lease, exchange or other disposition of property, rights, privileges and franchises

1. Subject to  subdivision  eight  of  section  six  hundred  five  of  this  chapter,  and except as otherwise
  provided by law or by its organization certificate or other  certificate
  filed  pursuant  to  law, a corporation organized under the laws of this
  state and subject to the  provisions  of  article  three,  article  six,
  article  eight,  article  ten  or  article  twelve  of  this chapter may
  voluntarily sell, lease, exchange or otherwise dispose of its  property,
  rights,  privileges  and franchises, or any interest therein or any part
  thereof; provided, however, that if such sale, lease, exchange or  other
  disposition  is  not  made  in  the  regular  course  of business of the
  corporation and involves all  or  substantially  all  of  its  property,
  rights, privileges and franchises, or an integral part thereof essential
  to  the  conduct  of  the business of the corporation, such sale, lease,
  exchange or other disposition shall be  authorized  only  in  accordance
  with the following procedure:
    (a)  In the case of a corporation subject to the provisions of article
  three,  article  eight,  article  twelve   or   a   stock-form   banking
  organization  subject  to  either  article  six  or  article ten of this
  chapter, the board of directors of the corporation by a majority vote of
  all the members thereof shall approve the proposed sale, lease, exchange
  or  other  disposition  and  direct  its  submission  to   a   vote   of
  stockholders.
    Notice  of  meeting  shall  be  given  to  each stockholder of record,
  whether or not entitled to vote.
    The stockholders shall authorize such sale, lease, exchange  or  other
  disposition and may fix, or may authorize the board of directors to fix,
  any  of  the  terms  and  conditions thereof and the consideration to be
  received by the corporation therefor, which may consist in whole  or  in
  part  of  cash  or  other  property, real or personal, including shares,
  bonds or other securities of any other domestic or  foreign  corporation
  or  corporations, by vote at a meeting of stockholders of the holders of
  two-thirds of all outstanding shares entitled to vote thereon.
    (b) In the case of a mutual corporation subject to the  provisions  of
  article six of this chapter, the board of trustees of the corporation by
  a  vote  of  a  majority  of  all  the members thereof shall approve and
  authorize the proposed sale, lease, exchange or  other  disposition  and
  shall  fix any of the terms and conditions thereof and the consideration
  to be received by the corporation therefor, which may consist  in  whole
  or  in  part of cash or other property, real or personal, including such
  shares, bonds or other securities  of  any  other  domestic  or  foreign
  corporation  or  corporations  as are authorized investments for savings
  banks, subject to those limitations applicable to such investments.
    A verified copy of the minutes of the meeting at which  the  board  of
  trustees approves and authorizes the proposed transaction shall be filed
  in  the  office  of  the  superintendent  together  with  a  copy of the
  agreement governing the proposed transaction, a statement setting  forth
  the  reasons  why the trustees believe the proposed transaction would be
  in the best interest of the savings bank, its depositors and the  public
  and  such  other  information  as  the  superintendent  may  require. In
  determining whether or not to  approve  the  proposed  transaction,  the
  superintendent  shall consider whether the proposed transaction would be
  in the best interests of the savings bank, its depositors and the public
  and such other information as the superintendent may  deem  appropriate.
  The  superintendent shall notify the board of trustees in writing of his
  or her determination. If the superintendent disapproves,  the  board  of
  trustees shall abandon the proposed transaction.

    (c)  In  the case of a mutual corporation subject to the provisions of
  article ten of this chapter, the board of directors of  the  corporation
  by a majority vote of all the members thereof shall approve the proposed
  sale,  lease, exchange or other disposition and direct its submission to
  a vote of shareholders.
    Notice of meeting shall be given to each shareholder.
    The  shareholders  shall authorize such sale, lease, exchange or other
  disposition and may fix, or may authorize the board of directors to fix,
  any of the terms and conditions thereof  and  the  consideration  to  be
  received  by  the corporation therefor, which may consist in whole or in
  part of cash or other property, real or personal, including such shares,
  bonds or other securities of any other domestic or  foreign  corporation
  or  corporations  as  are  authorized  investments  for savings and loan
  associations,  subject  to  those   limitations   applicable   to   such
  investments,  by  vote  at  a  meeting of shareholders of the holders of
  two-thirds in amount  of  the  book  value  of  all  outstanding  shares
  entitled to vote thereon.
    A  verified  copy of the minutes of the meetings at which the board of
  directors  and  shareholders  approve   and   authorize   the   proposed
  transaction  shall be filed in the office of the superintendent together
  with a copy of the  agreement  governing  the  proposed  transaction,  a
  statement  setting  forth  the  reasons  why  the  directors believe the
  proposed transaction would be in the best interest of  the  savings  and
  loan  association,  its  shareholders  and  the  public  and  such other
  information as the superintendent may require. In determining whether or
  not to  approve  the  proposed  transaction,  the  superintendent  shall
  consider whether the proposed transaction would be in the best interests
  of  the  savings  and loan association, its shareholders and the public.
  The superintendent shall notify the board of directors in writing of his
  or her determination. If the superintendent disapproves,  the  board  of
  directors shall abandon the proposed transaction.
    2. Notwithstanding stockholder or shareholder authorization, the board
  may  abandon  the  proposed  sale,  lease, exchange or other disposition
  without further action by the stockholders or shareholders,  subject  to
  the  rights,  if  any,  of  third  parties  under  any contract relating
  thereto.
    3. This section shall not be applicable to a sale  or  disposition  of
  assets  the  acquisition  of  which is authorized by section six hundred
  one-a of this chapter, or to any sale or  other  disposition  of  assets
  after  the entry of an order pursuant to subdivision four of section six
  hundred five of this chapter, or to a sale  or  disposition  of  all  or
  substantially  all  of the assets by a mutual corporation subject to the
  provisions of article six or article ten of this chapter to  a  national
  banking association or national banking associations or a corporation or
  corporations  subject  to the provisions of article three, article eight
  or article twelve of this chapter or to a stock-form corporation subject
  to article six or article ten of this chapter or to a stock-form federal
  savings bank or to a stock-form federal savings and loan association.