(a) General. In order to adopt a charter amendment, a mutual holding company
must comply with the following requirements:
(1) Board of
directors approval. The board of directors of the mutual holding
company must adopt a resolution proposing the charter amendment that
states the text of such amendment;
(2) Form of filing.
(i) Application
requirement. If the proposed charter amendment would 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; or involve a significant issue
of law or policy; then, the mutual holding shall submit the charter
amendment to the appropriate Reserve Bank for approval. Applications
submitted under this paragraph are subject to the processing procedures
at section 238.14 of this chapter.
(ii) Notice
requirement. If the proposed charter amendment does not implicate
paragraph (a)(2)(i) of this section and is permissible under all applicable
laws, rules and regulations, the mutual holding company shall submit
the proposed amendment to the appropriate Reserve Bank at least 30
days prior to the effective date of the proposed charter amendment.
(b) Approval. Any charter amendment filed pursuant to paragraph
(a)(2)(ii) of this section shall automatically be approved 30 days
from the date of filing of such amendment with the appropriate Reserve
Bank, provided that the mutual holding company follows the requirements
of its charter in adopting such amendment, unless the Reserve Bank
or the Board notifies the mutual holding company prior to the expiration
of such 30-day period that such amendment is rejected or is deemed
to be filed under the provisions of paragraph (a)(2)(i) of this section.
Notwithstanding anything in paragraph (a) of this section to the contrary,
the following charter amendments, including the adoption of the Federal
mutual holding company charter as set forth in Appendix A, shall be
effective and deemed approved at the time of adoption, if adopted
without change and filed with Board, within 30 days after adoption,
provided the mutual holding company follows the requirements of its
charter in adopting such amendments.
(1) Title change.
(i) Subject to section 239.13 and this
paragraph (b), a mutual holding company may amend its charter by substituting
a new corporate title in section 1 of its charter.
(ii) Prior to changing its corporate
title, a mutual holding company must file with the Board a written
notice indicating the intended change. The Board shall provide to
the mutual holding company a timely written acknowledgment stating
when the notice was received. If, within 30 days of receipt of notice,
the Board does not notify the mutual holding company of its objection
to the corporate title change on the grounds that the title misrepresents
the nature of the institution or the services it offers, the mutual
holding company may change its title by amending its charter in accordance
with section 239.14(b) or section 239.22 and the amendment provisions
of its charter.
(2) Maximum number
of votes. A mutual holding company may amend section 5 of its
charter by substituting the maximum number of votes per member to
any number from 1 to 1000.
(c) Reissuance of charter. A mutual holding
company that has amended its charter may apply to have its charter,
including the amendments, reissued by the Board. Such request for
reissuance should be filed with the appropriate Reserve Bank.
