FEDERAL MUTUAL
HOLDING COMPANY CHARTER
Section 1: Corporate title.
The name of the mutual holding company is
(the “Mutual
Holding Company”). Section 2: Duration. The duration
of the Mutual Holding Company is perpetual.
Section
3: Purpose and powers. The purpose of the Mutual Holding Company is
to pursue any or all of the lawful objectives of a federal mutual
savings and loan holding company chartered under section 10(o)
of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise
all of the express, implied, and incidental powers conferred thereby
and all acts amendatory thereof and supplemental thereto, subject
to the Constitution and the laws of the United States as they are
now in effect, or as they may hereafter be amended, and subject to
all lawful and applicable rules, regulations, and orders of the Federal
Reserve Board (“Board”).
Section 4: Capital. The
Mutual Holding Company shall have no capital stock.
Section 5: Members. [The content of this section 5 shall be identical
to the content of the parallel section in the charter of the reorganizing
association, with the following exceptions:
(A)
Any provisions conferring membership rights upon borrowers of the
reorganizing association shall be eliminated and replaced with provisions
grandfathering those rights in accordance with 12 CFR 239.5; and (B)
appropriate changes shall be made to indicate that membership rights
in the mutual holding company derive from deposit accounts in and,
to the extent of any grandfather provisions, borrowings from the resulting
association. Set forth below is an example of how section 5 should
appear in the charter of a mutual holding company formed by a reorganizing
association whose charter conforms to the model charter prescribed
for federal mutual savings associations for calendar year 1989. Additional
changes to this section 5 may be required whenever a mutual holding
company reorganization involves an acquiree association, or a mutual
holding company makes a post-reorganization acquisition of a mutual
savings association, so as to preserve the membership rights of the
members of the acquired association consistent with 12 CFR 239.5.]
All holders of the savings, demand, or other authorized
accounts of
[insert the name of the resulting association]
(the “Association”) are members of the Mutual Holding Company. With
respect to all questions requiring action by the members of the Mutual
Holding Company, each holder of an account in the Association shall
be permitted to cast one vote for each $100, or fraction thereof,
of the withdrawal value of the member’s account. In addition, borrowers
from the Association as of
[insert the date of the reorganization
or any earlier date as of which new borrowings ceased to result in
membership rights] shall be entitled to one vote for the period of
time during which such borrowings are in existence. [The foregoing
sentence should be included only if the charter of the reorganizing
association confers voting rights on any borrowers.] No member, however,
shall cast more than one thousand votes. All accounts shall be nonassessable. Section 6. Directors. The Mutual Holding Company
shall be under the direction of a board of directors. The authorized
number of directors shall not be fewer than five nor more than fifteen,
as fixed in the Mutual Holding Company’s bylaws, except that the number
of directors may be decreased to a number less than five or increased
to a number greater than fifteen with the prior approval of the Board.
Section 7: Capital, surplus, and distribution of
earnings. [The content of this section 7 shall be identical to the
content of the parallel section in the charter of the reorganizing
association, except for changes made to indicate that distribution
rights in the mutual holding company derive from deposit accounts
in the resulting association, any changes required to provide that
the Board shall be the approving authority in instances where the
charter requires regulatory approval of distributions, and any other
changes necessary to accommodate the mutual holding company format.
Set forth below is an example of how section 7 should appear in the
charter of a mutual holding company formed by a reorganizing association
whose charter conforms to the model charter prescribed for federal
mutual savings associations for calendar year 1989. Additional changes
to this section 7 may be required whenever a mutual holding company
reorganization involves an acquiree association, or a mutual holding
company makes a post-reorganization acquisition of a mutual savings
association, so as to preserve the membership rights of the members
of the acquired association consistent with 12 CFR 239.5].
The Mutual Holding Company shall distribute net earnings
to account holders of the Association on such basis and in accordance
with such terms and conditions as may from time to time be authorized
by the Board, provided that the Mutual Holding Company may establish
minimum account balance requirements for account holders to be eligible
for distributions of earnings.
All holders of accounts of the Association shall be entitled to equal
distribution of the assets of the Mutual Holding Company, pro rata
to the value of their accounts in the Association, in the event of
voluntary or involuntary liquidation, dissolution, or winding up of
the Mutual Holding Company.
Section 8. Amendment.
Adoption of any preapproved charter amendment shall be effective after
such preapproved amendment has been approved by the members at a legal
meeting. Any other amendment, addition, change, or repeal of this
charter must be approved by the Board prior to approval by the members
at a legal meeting and shall be effective upon filing with the Board
in accordance with regulatory procedures.
Attest:
Secretary of the Association
By:
President or Chief
Executive Officer of the Association
By:
Secretary of the Board of Governors of the Federal
Reserve System
Effective Date:
