(a) Shareholder meetings. An annual meeting of the shareholders
of the subsidiary holding company for the election of directors and
for the transaction of any other business of the subsidiary holding
company shall be held annually within 150 days after the end of the
subsidiary holding company’s fiscal year. Unless otherwise provided
in the subsidiary holding company’s charter, special meetings of the
shareholders may be called by the board of directors or on the request
of the holders of 10 percent or more of the shares entitled to vote
at the meeting, or by such other persons as may be specified in the
bylaws of the subsidiary holding company. All annual and special meetings
of shareholders shall be held at such place as the board of directors
may determine in the state in which the subsidiary savings association
has its principal place of business, or at any other convenient place
the board of directors may designate.
(b) Notice of shareholder meetings. Written
notice stating the place, day, and hour of the meeting and the purpose
or purposes for which the meeting is called shall be delivered not
fewer than 20 nor more than 50 days before the date of the meeting,
either personally or by mail, by or at the direction of the chairman
of the board, the president, the secretary, or the directors, or other
natural persons calling the meeting, to each shareholder of record
entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered when deposited in the mail, addressed to the
shareholder at the address appearing on the stock transfer books or
records of the subsidiary holding company as of the record date prescribed
in paragraph (c) of this section, with postage thereon prepaid. When
any shareholders’ meeting, either annual or special, is adjourned
for 30 days or more, notice of the adjourned meeting shall be given
as in the case of an original meeting. Notwithstanding anything in
this section, however, a subsidiary holding company that is wholly
owned shall not be subject to the shareholder notice requirement.
(c) Fixing of record date. For the purpose of determining shareholders entitled to notice of
or to vote at any meeting of shareholders or any adjournment thereof,
or shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper
purpose, the board of directors shall fix in advance a date as the
record date for any such determination of shareholders. Such date in any
case shall be not more than 60 days and, in case of a meeting of shareholders,
not less than 10 days prior to the date on which the particular action,
requiring such determination of shareholders, is to be taken. When
a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof.
(d) Voting lists.
(1) At least 20 days before each meeting
of the shareholders, the officer or agent having charge of the stock
transfer books for the shares of the subsidiary holding company shall
make a complete list of the stockholders of record entitled to vote
at such meeting, or any adjournments thereof, arranged in alphabetical
order, with the address and the number of shares held by each. This
list of shareholders shall be kept on file at the home office of the
subsidiary holding company and shall be subject to inspection by any
shareholder of record or the stockholder’s agent during the entire
time of the meeting. The original stock transfer book shall constitute
prima facie evidence of the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders.
Notwithstanding anything in this section, however, a subsidiary holding
company that is wholly owned shall not be subject to the voting list
requirements.
(2) In
lieu of making the shareholders list available for inspection by any
shareholders as provided in paragraph (d)(1) of this section, the
board of directors may perform such acts as required by paragraphs
(a) and (b) of Rule 14a-7 of the General Rules and Regulations under
the Securities and Exchange Act of 1934 (17 CFR 240.14a-7) as may
be duly requested in writing, with respect to any matter which may
be properly considered at a meeting of shareholders, by any shareholder
who is entitled to vote on such matter and who shall defray the reasonable
expenses to be incurred by the subsidiary holding company in performance
of the act or acts required.
(e) Shareholder quorum. A majority of the outstanding
shares of the subsidiary holding company entitled to vote, represented
in person or by proxy, shall constitute a quorum at a meeting of shareholders.
The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to leave less than a quorum. If a quorum is
present, the affirmative vote of the majority of the shares represented
at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater number of
stockholders voting together or voting by classes is required by law
or the charter. Directors, however, are elected by a plurality of
the votes cast at an election of directors.
(f) Shareholder voting.
(1) Proxies. Unless otherwise provided in the subsidiary holding company’s charter,
at all meetings of shareholders, a shareholder may vote in person
or by proxy executed in writing by the shareholder or by a duly authorized
attorney in fact. Proxies may be given telephonically or electronically
as long as the holder uses a procedure for verifying the identity
of the shareholder. A proxy may designate as holder a corporation,
partnership or company, or other person. Proxies solicited on behalf
of the management shall be voted as directed by the shareholder or,
in the absence of such direction, as determined by a majority of the
board of directors. No proxy shall be valid more than eleven months
from the date of its execution except for a proxy coupled with an
interest.
(2) Shares controlled by subsidiary holding company. Neither treasury shares of its own stock held by the subsidiary
holding company nor shares held by another corporation, if a majority
of the shares entitled to vote for the election of directors of such
other corporation are held by the subsidiary holding company, shall
be voted at any meeting or counted in determining the total number
of outstanding shares at any given time for purposes of any meeting.
(g) Nominations
and new business submitted by shareholders. Nominations for directors
and new business submitted by shareholders shall be voted upon at
the annual meeting if such nominations or new business are submitted
in writing and delivered to the secretary of the subsidiary holding
company at least five days prior to the date of the annual meeting.
Ballots bearing the names of all the natural persons nominated shall
be provided for use at the annual meeting.
(h) Informal action by stockholders. If the bylaws of the subsidiary holding company so provide, any
action required to be taken at a meeting of the stockholders, or any
other action that may be taken at a meeting of the stockholders, may
be taken without a meeting if consent in writing has been given by
all the stockholders entitled to vote with respect to the subject
matter.
