(1) Annual meetings
of members. A mutual holding company shall provide for and conduct
an annual meeting of its members for the election of directors and
at which any other business of the mutual holding company may be conducted.
Such meeting shall be held, as designated by its board of directors,
at a location within the state that constitutes the principal place
of business of the subsidiary savings association, or at any other
convenient place the board of directors may designate, and at a date
and time within 150 days after the end of the mutual holding company’s
fiscal year. At each annual meeting, the officers shall make a full
report of the financial condition of the mutual holding company and
of its progress for the preceding year and shall outline a program
for the succeeding year.
(2) Special meetings of members. Procedures
for calling any special meeting of the members and for conducting
such a meeting shall be set forth in the bylaws. The subject matter
of such special meeting must be established in the notice for such
meeting. The board of directors of the mutual holding company or the
holders of 10 percent or more of the voting capital shall be entitled
to call a special meeting. For purposes of this section, “voting capital”
means FDIC-insured deposits as of the voting record date.
(3) Notice of meeting of members. Notice specifying the date, time,
and place of the annual or any special meeting and adequately describing
any business to be conducted shall be published for two successive
weeks immediately prior to the week in which such meeting shall convene
in a newspaper of general circulation in the city or county in which
the principal place of business of the subsidiary savings association
is located, or mailed postage prepaid at least 15 days and not more
than 45 days prior to the date on which such meeting shall convene
to each of its members of record at the last address appearing on
the books of the mutual holding company. A similar notice shall be
posted in a conspicuous place in each of the offices of the subsidiary
savings association during the 14 days immediately preceding the date
on which such meeting shall convene. The bylaws may permit a member
to waive in writing any right to receive personal delivery of the
notice. When any meeting is adjourned for 30 days or more, notice
of the adjournment and reconvening of the meeting shall be given as
in the case of the original meeting.
(4) Fixing of
record date. For the purpose of determining members entitled
to notice of or to vote at any meeting of members or any adjournment
thereof, or in order to make a determination of members for any other
proper purpose, the bylaws shall provide for the fixing of a record
date and a method for determining from the books of the subsidiary
savings association the members entitled to vote. Such date shall
be not more than 60 days or fewer than 10 days prior to the date on
which the action, requiring such determination of members, is to be
taken. The same determination shall apply to any adjourned meeting.
(5) Member quorum. Any number of members present
and voting, represented in person or by proxy, at a regular or special
meeting of the members shall constitute a quorum. A majority of all
votes cast at any meeting of the members shall determine any question,
unless otherwise required by regulation. At any adjourned meeting,
any business may be transacted that might have been transacted at
the meeting as originally called. Members present at a duly constituted
meeting may continue to transact business until adjournment.
(6) Voting by proxy. Procedures shall be established for voting
at any annual or special meeting of the members by proxy pursuant
to the rules and regulations of the Board, including the placing of
such proxies on file with the secretary of the mutual holding company,
for verification, prior to the convening of such meeting. Proxies
may be given telephonically or electronically as long as the holder
uses a procedure for verifying the identity of the member. All proxies
with a term greater than eleven months or solicited at the expense
of the subsidiary savings association must run to the board of directors
as a whole, or to a committee appointed by a majority of such board.
(7) Communications between members. Provisions
relating to communications between members shall be consistent with
section 239.12. No member, however, shall have the right to inspect
or copy any portion of any books or records of a mutual holding company
containing:
(i) A list of depositors in or borrowers
from the subsidiary savings association;
(ii) Their addresses;
(iii) Individual deposit or loan balances
or records; or
(iv)
Any data from which such information could be reasonably constructed.
(8) Number of directors, membership. The bylaws
shall set forth a specific number of directors, not a range. The number
of directors shall be not fewer than five nor more than fifteen, unless
a higher or lower number has been authorized by the Board. Each director
of the mutual holding company shall be a member of the mutual holding
company. Directors may be elected for periods of one to three years
and until their successors are elected and qualified, but if a staggered
board is chosen, provision shall be made for the election of approximately
one-third or one-half of the board each year, as appropriate.
(9) Meetings of the board. The board of directors shall determine
the place, frequency, time, procedure for notice, which shall be at
least 24 hours unless waived by the directors, and waiver of notice
for all regular and special meetings. The meetings shall be under
the direction of a chairman, appointed annually by the board; or in
the absence of the chairman, the meetings shall be under the direction
of the president. The board also may permit telephonic participation
at meetings. The bylaws may provide for action to be taken without
a meeting if unanimous written consent is obtained for such action.
A majority of the authorized directors shall constitute a quorum for
the transaction of business. The act of a majority of the directors
present at any meeting at which there is a quorum shall be the act
of the board.
(10) Officers, employees, and agents.
(i) The
bylaws shall contain provisions regarding the officers of the mutual
holding company, their functions, duties, and powers. The officers
of the mutual holding company shall consist of a president, one or
more vice presidents, a secretary, and a treasurer or comptroller,
each of whom shall be elected annually by the board of directors.
Such other officers and assistant officers and agents as may be deemed
necessary may be elected or appointed by the board of directors or
chosen in such other manner as may be prescribed in the bylaws. Any
two or more offices may be held by the same person, except the offices
of president and secretary.
(ii) All officers and agents of the
mutual holding company, as between themselves and the mutual holding
company, shall have such authority and perform such duties in the
management of the mutual holding company as may be provided in the
bylaws, or as may be determined by resolution of the board of directors
not inconsistent with the bylaws. In the absence of any such provision,
officers shall have such powers and duties as generally pertain to
their respective offices. Any officer may be removed by the board
of directors with or without cause, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if any,
of the officer so removed.
(iii) Any indemnification provision must provide that any indemnification
is subject to applicable Federal law, rules, and regulations.
(11) Vacancies, resignation or removal of directors. Members of the mutual holding company shall elect directors by ballot:
Provided, that in the event of a vacancy on the board, the board of
directors may, by their affirmative vote, fill such vacancy, even
if the remaining directors constitute less than a quorum. A director
elected to fill a vacancy shall be elected to serve only until the
next election of directors by the members. The bylaws shall set out
the procedure for the resignation of a director, which shall be by
written notice or by any other procedure established in the bylaws.
Directors may be removed only for cause as defined in section 239.41,
by a vote of the holders of a majority of the shares then entitled
to vote at an election of directors.
(12) Powers of
the board. The board of directors shall have the power:
(i) By resolution,
to appoint from among its members and remove an executive committee
and one or more other committees, which committee[s] shall have and
may exercise all the powers of the board between the meetings or the
board; but no such committee shall have the authority of the board
to amend the charter or bylaws, adopt a plan of merger, consolidation,
dissolution, or provide for the disposition of all or substantially
all the property and assets of the mutual holding company. Such committee
shall not operate to relieve the board, or any member thereof, of
any responsibility imposed by law;
(ii) To fix the compensation of directors,
officers, and employees; and to remove any officer or employee at
any time with or without cause;
(iii) To exercise any and all of the
powers of the mutual holding company not expressly reserved by the
charter to the members.
(13) Nominations
for directors. The bylaws shall provide that nominations for
directors may be made at the annual meeting by any member and shall
be voted upon, except, however, the bylaws may require that nominations
by a member must be submitted to the secretary and then prominently
posted in the principal place of business, at least 10 days prior
to the date of the annual meeting. However, if such provision is made
for prior submission of nominations by a member, then the bylaws must
provide for a nominating committee, which, except in the case of a
nominee substituted as a result of death or other incapacity, must
submit nominations to the secretary and have such nominations similarly
posted at least 15 days prior to the date of the annual meeting.
(14) New business. The bylaws shall provide
procedures for the introduction of new business at the annual meeting.
Those provisions may require that such new business be stated in writing
and filed with the secretary prior to the annual meeting at least
30 days prior to the date of the annual meeting.
(15) Amendment. Bylaws may include any provision for their amendment that would
be consistent with applicable law, rules, and regulations and adequately
addresses its subject and purpose.
(i) Amendments shall be
effective:
(A) After approval by a majority vote of the
authorized board, or by a majority of the vote cast by the members
of the mutual holding company at a legal meeting; and
(B) After receipt of any applicable
regulatory approval.
(ii) When a mutual holding company fails
to meet its quorum requirement, solely due to vacancies on the board,
the bylaws may be amended by an affirmative vote of a majority of
the sitting board.
(16) Miscellaneous. The bylaws may also address the subject of age limitations for directors
or officers as long as they are consistent with applicable Federal
law, rules or regulations, and any other subjects necessary or appropriate
for effective operation of the mutual holding company.
(1) Application
requirement.
(i) Any bylaw amendment shall be submitted
to the appropriate Reserve Bank for approval if it would:
(A) Render more
difficult or discourage a merger, proxy contest, the assumption of
control by a mutual account holder of the mutual holding company,
or the removal of incumbent management;
(B) Involve a significant issue of law or
policy, including indemnification, conflicts of interest, and limitations
on director or officer liability; or
(C) Be inconsistent with the requirements
of this section or with applicable laws, rules, regulations, or the
mutual holding company’s charter.
(ii) Applications submitted under paragraph
(c)(1)(i) of this section are subject to the processing procedures
at section 238.14 of this chapter.
(iii) For purposes of this paragraph
(c), bylaw provisions that adopt the language of the model bylaws
contained in Appendix C to this part, if adopted without change, and
filed with Board within 30 days after adoption, are effective upon
adoption. The Board may amend the model bylaws provided in Appendix
C to this part.
(2) Filing requirement. If the proposed bylaw amendment does not implicate paragraph (c)(1)
or (c)(3) of this section, then the mutual holding company shall submit
the amendment to the appropriate Reserve Bank at least 30 days prior
to the date the bylaw amendment is to be adopted by the mutual holding
company.
(3) Corporate governance procedures. A mutual
holding company may elect to follow the corporate governance procedures
of the laws of the state where the main office of the institution
is located, provided that such procedures may be elected only to the
extent not inconsistent with applicable Federal statutes, regulations,
and safety and soundness, and such procedures are not of the type
described in paragraph (c)(1)(i) of this section. If this election
is selected, a mutual holding company shall designate in its bylaws
the provision or provisions from the body of law selected for its
corporate governance procedures, and shall file a copy of such bylaws,
which are effective upon adoption, within 30 days after adoption.
The submission shall indicate, where not obvious, why the bylaw provisions
do not require an application under paragraph (c)(1)(i) of this section.
