SECTION 11. Subsidiary banking institution; issuance of securities to general public

In addition to its powers under the banking laws, any subsidiary banking institution shall, with the prior approval of the commissioner and subject to such regulations as he may prescribe, have the right to issue any securities as defined in section one and to take or waive any action in connection with any such issuance or otherwise with respect to any such securities; provided, however, that in no event shall the mutual holding company hold less than fifty-one percent of the combined voting power of all classes of securities of the subsidiary banking institution that have voting power in the election of directors of such subsidiary banking institution, and each time securities of the subsidiary banking institution are offered to the general public for a price payable in cash to the subsidiary banking institution, eligible account holders, as defined in the regulations prescribed by the commissioner, shall receive, without payment, nontransferable subscription rights to purchase such securities for the same price in the manner and to the extent set forth in such regulations. For purposes of this chapter an offer to the general public shall mean an offer to investors generally. It shall not include an offering in connection with an employee stock option or other employee benefit plan, an offering to the holders of convertible or other securities of the subsidiary banking institution, an offering in connection with a merger, acquisition or reorganization or any other similar limited offering.

From and after the time that securities of the subsidiary banking institution have been sold to the general public, there shall be at least two directors of the subsidiary banking institution who are independent and do not serve as an officer, director or employee of, and or not otherwise affiliated with, the mutual holding company or any other subsidiary or affiliate of the mutual holding company.