(a) Mutual member approval of the plan of conversion.
(1) After the Board approves the plan of
conversion, the mutual holding company must submit the plan of conversion
to its members for approval. The mutual holding company must obtain
this approval at a meeting of its members.
(2) The members must approve the plan of
conversion by a majority of the total outstanding votes.
(3) The members may vote in
person or by proxy.
(4) The mutual holding company may notify eligible account holders
or supplemental eligible account holders who are not voting members
of the proposed conversion. The mutual holding company may include
only the information in section 239.54(c) in the notice.
(b) Eligibility to vote
for the plan of conversion. The mutual holding company determines
members’ eligibility to vote by setting a voting record date. The
mutual holding company must set a voting record date that is not more
than 60 days nor less than 20 days before the meeting.
(c) Notifying members of the
meeting.
(1) The mutual holding company must notify
the members of the meeting to consider the conversion by sending the
members a proxy statement.
(2) The mutual holding company must notify its members 20 to 45 days
before the meeting.
(3) The mutual holding company must also notify each beneficial holder
of an account at any subsidiary savings association held in a fiduciary
capacity:
(i) If the subsidiary savings association
is a federal association and the name of the beneficial holder is
disclosed on the records of the subsidiary savings association; or
(ii) If the subsidiary
savings association is a state-chartered association and the beneficial
holder possesses voting rights under state law.
(d) Submissions to the
Board after the members’ meeting.
(1) Promptly after the members’ meeting,
the mutual holding company must file all of the following information
with the appropriate Reserve Bank:
(i) A certified copy of
each adopted resolution on the conversion.
(ii) The total votes eligible to be
cast.
(iii) The
total votes represented in person or by proxy.
(iv) The total votes cast in favor of
and against each matter.
(v) The percentage of votes necessary
to approve each matter.
(vi) An opinion of counsel that the
mutual holding company conducted the members’ meeting in compliance
with all applicable state or federal laws and regulations.
(2) Promptly
after completion of the conversion, the mutual holding company must
submit to the appropriate Reserve Bank an opinion of counsel that
the mutual holding company has complied with all laws applicable to
the conversion.
