FEDERAL
MHC SUBSIDIARY HOLDING COMPANY CHARTER
Section
1. Corporate title. The full corporate title of the mutual holding
company (“MHC”) subsidiary holding company is XXX.
Section 2. Domicile. The domicile of the MHC subsidiary holding company
shall be in the city of
, in the State of
. Section 3. Duration. The duration of the MHC subsidiary
holding company is perpetual.
Section 4. Purpose
and powers. The purpose of the MHC subsidiary holding company is to
pursue any or all of the lawful objectives of a federal mutual 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 by all acts amendatory thereof
and supplemental thereto, subject to the Constitution and 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 Board of Governors of the Federal Reserve System
(“Board”).
Section 5. Capital stock. The total
number of shares of all classes of the capital stock that the MHC
subsidiary holding company has the authority to issue is
, all of which shall be common stock of par [or if no par is specified
then shares shall have a stated] value of
per share.
The shares may be issued from time to time as authorized by the board
of directors without the approval of its shareholders, except as otherwise
provided in this section 5 or to the extent that such approval is
required by governing law, rule, or regulation. The consideration
for the issuance of the shares shall be paid in full before their
issuance and shall not be less than the par [or stated] value. Neither
promissory notes nor future services shall constitute payment or part
payment for the issuance of shares of the MHC subsidiary holding company.
The consideration for the shares shall be cash, tangible or intangible
property (to the extent direct investment in such property would be
permitted to the MHC subsidiary holding company), labor, or services
actually performed for the MHC subsidiary holding company, or any
combination of the foregoing. In the absence of actual fraud in the
transaction, the value of such property, labor, or services, as determined
by the board of directors of the MHC subsidiary holding company, shall
be conclusive. Upon payment of such consideration, such shares shall
be deemed to be fully paid and nonassessable. In the case of a stock dividend,
that part of the retained earnings of the MHC subsidiary holding company
that is transferred to common stock or paid-in capital accounts upon
the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance. Except for shares issued in the initial organization of the MHC subsidiary
holding company, no shares of capital stock (including shares issuable
upon conversion, exchange, or exercise of other securities) shall
be issued, directly or indirectly, to officers, directors, or controlling
persons (except for shares issued to the parent mutual holding company)
of the MHC subsidiary holding company other than as part of a general
public offering or as qualifying shares to a director, unless the
issuance or the plan under which they would be issued has been approved
by a majority of the total votes eligible to be cast at a legal meeting.
The holders of the common stock shall exclusively
possess all voting power. Each holder of shares of common stock shall
be entitled to one vote for each share held by such holder, except
as to the cumulation of votes for the election of directors, unless
the charter provides that there shall be no such cumulative voting.
Subject to any provision for a liquidation account, in the event of
any liquidation, dissolution, or winding up of the MHC subsidiary
holding company, the holders of the common stock shall be entitled,
after payment or provision for payment of all debts and liabilities
of the MHC subsidiary holding company, to receive the remaining assets
of the MHC subsidiary holding company available for distribution,
in cash or in kind. Each share of common stock shall have the same
relative rights as and be identical in all respects with all the other
shares of common stock.
Section 6. Preemptive
rights. Holders of the capital stock of the MHC subsidiary holding
company shall not be entitled to preemptive rights with respect to
any shares of the MHC subsidiary holding company which may be issued.
Section 7. Directors. The MHC subsidiary holding
company shall be under the direction of a board of directors. The
authorized number of directors, as stated in the MHC subsidiary holding
company’s bylaws, shall not be fewer than five nor more than fifteen
except when a greater or lesser number is approved by the Board, or
his or her delegate.
Section 8. Amendment of charter.
Except as provided in Section 5, no amendment, addition, alteration,
change or repeal of this charter shall be made, unless such is proposed
by the board of directors of the MHC subsidiary holding company, approved
by the shareholders by a majority of the votes eligible to be cast
at a legal meeting, unless a higher vote is otherwise required, and
approved or preapproved by the Board.
Attest:
Secretary of the Subsidiary Holding Company
By:
President or Chief
Executive Officer of the Subsidiary Holding Company
By:
Secretary of the Board
of Governors of the Federal Reserve System
Effective
Date:
