(a) Right of communication with other members. A member of a mutual
holding company has the right to communicate, as prescribed in paragraph
(b) of this section, with other members of the mutual holding company
regarding any matter related to the mutual holding company’s affairs,
except for “improper” communications, as defined in paragraph (c)
of this section. The mutual holding company may not defeat that right
by redeeming a savings member’s savings account in the subsidiary
savings association.
(b) Member communication procedures. If a member of a mutual holding
company desires to communicate with other members, the following procedures
shall be followed:
(1) The member shall give the mutual holding
company a written request to communicate;
(2) If the proposed communication is in
connection with a meeting of the mutual holding company’s members,
the request shall be given at least thirty days before the annual
meeting or 10 days before a special meeting;
(3) The request shall contain—
(i) The
member’s full name and address;
(ii) The nature and extent of the member’s
interest in the mutual holding company at the time the information
is given;
(iii)
A copy of the proposed communication; and
(iv) If the communication is in connection
with a meeting of the members, the date of the meeting;
(4) The mutual holding
company shall reply to the request within either—
(i) Fourteen
days;
(ii) Ten days,
if the communication is in connection with the annual meeting; or
(iii) Three days, if
the communication is in connection with a special meeting;
(5) The reply shall provide
either—
(i) The number of the mutual holding company’s
members and the estimated reasonable cost to the mutual holding company
of mailing to them the proposed communication; or
(ii) Notification that
the mutual holding company has determined not to mail the communication
because it is “improper”, as defined in paragraph (c) of this section;
(6) After
receiving the amount of the estimated costs of mailing and sufficient
copies of the communication, the mutual holding company shall mail
the communication to all members, by a class of mail specified by
the requesting member, either—
(i) Within fourteen days;
(ii) Within seven days,
if the communication is in connection with the annual meeting;
(iii) As soon as practicable
before the meeting, if the communication is in connection with a special
meeting; or
(iv)
On a later date specified by the member;
(7) If the mutual holding
company refuses to mail the proposed communication, it shall return
the requesting member’s materials together with a written statement
of the specific reasons for refusal, and shall simultaneously send
to the appropriate Reserve Bank a copy of each of the requesting member’s
materials, the mutual holding company’s written statement, and any
other relevant material. The materials shall be sent within:
(i) Fourteen
days,
(ii) Ten days
if the communication is in connection with the annual meeting, or
(iii) Three days, if
the communication is in connection with a special meeting, after the
mutual holding company receives the request for communication.
(c) Improper communication. A communication is an “improper communication”
if it contains material which:
(1) At the time and in the light of the
circumstances under which it is made:
(i) Is false or misleading
with respect to any material fact; or
(ii) Omits a material fact necessary
to make the statements therein not false or misleading, or necessary
to correct a statement in an earlier communication on the same subject
which has become false or misleading;
(2) Relates to a personal claim or a personal
grievance, or is solicitous of personal gain or business advantage
by or on behalf of any party;
(3) Relates to any matter, including a
general economic, political, racial, religious, social, or similar
cause, that is not significantly related to the business of the mutual
holding company or is not within the control of the mutual holding
company; or
(4) Directly
or indirectly and without expressed factual foundation:
(i) Impugns
character, integrity, or personal reputation,
(ii) Makes charges concerning improper,
illegal, or immoral conduct, or
(iii) Makes statements impugning the
stability and soundness of the mutual holding company.
