MHC Subsidiary
Holding Company Bylaws
Article I—Home
Office The home office of the Subsidiary
Holding Company shall be at
[set forth the full address]
in the County of
, in the State of
. Article II—Shareholders Section 1. Place of Meetings. All annual and special meetings of
shareholders shall be held at the home office of the Subsidiary Holding
Company or at such other convenient place as the board of directors
may determine.
Section 2. Annual Meeting. A 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 on the
of
if not a legal holiday, and if a legal holiday, then on
the next day following which is not a legal holiday, at
, or at
such other date and time within such 150-day period as the board of
directors may determine. Section 3. Special Meetings.
Special meetings of the shareholders for any purpose or purposes,
unless otherwise prescribed by the regulations of the Board of Governors
of the Federal Reserve System (“Board”), may be called at any time
by the chairman of the board, the president, or a majority of the
board of directors, and shall be called by the chairman of the board,
the president, or the secretary upon the written request of the holders
of not less than one-tenth of all of the outstanding capital stock
of the Subsidiary Holding Company entitled to vote at the meeting.
Such written request shall state the purpose or purposes of the meeting
and shall be delivered to the home office of the Subsidiary Holding
Company addressed to the chairman of the board, the president, or
the secretary.
Section 4. Conduct of Meetings.
Annual and special meetings shall be conducted in accordance with
the most current edition of Robert’s Rules of Order unless otherwise
prescribed by regulations of the Board or these bylaws or the board
of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairman
of the board or president to preside at such meetings.
Section 5. Notice of Meetings. Written notice stating
the place, day, and hour of the meeting and the purpose(s) 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, or the secretary, or the directors 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 as it appears
on the stock transfer books or records of the Subsidiary Holding Company
as of the record date prescribed in section 6 of this article II with
postage 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. It shall
not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or of the business to be transacted
at the meeting, other than an announcement at the meeting at which
such adjournment is taken.
Section 6. 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,
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 fewer 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.
Section 7. Voting Lists. At least 20 days before each meeting of
the shareholders, the officer or agent having charge of the stock
transfer books for shares of the Subsidiary Holding Company shall
make a complete list of the shareholders of record entitled to vote
at such meeting, or any adjournment 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 shareholder’s agent at any time during
usual business hours for a period of 20 days prior to such meeting.
Such list shall also be produced and kept open at the time and place
of the meeting and shall be subject to inspection by any shareholder
of record or any shareholder’s agent during the entire time of the
meeting. The original stock transfer book shall constitute prima facie
evidence of the shareholders entitled to examine such list or transfer
books or to vote at any meeting of shareholders. In lieu of making
the shareholder list available for inspection by shareholders as provided
in the preceding paragraph, the board of directors may elect to follow
the procedures prescribed in section 239.26(d) of the Board’s regulations
as now or hereafter in effect.
Section 8. 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. If less than a majority of
the outstanding shares is represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified.
The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute 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 shareholders, unless the vote of a greater number of
shareholders 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.
Section
9. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his or her 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. 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.
Section 10. Voting of Shares in the Name of Two or
More Persons. When ownership stands in the name of two or more persons,
in the absence of written directions to the Subsidiary Holding Company
to the contrary, at any meeting of the shareholders of the Subsidiary
Holding Company any one or more of such shareholders may cast, in
person or by proxy, all votes to which such ownership is entitled.
In the event an attempt is made to cast conflicting votes, in person
or by proxy, by the several persons in whose names shares of stock
stand, the vote or votes to which those persons are entitled shall
be cast as directed by a majority of those holding such and present
in person or by proxy at such meeting, but no votes shall be cast
for such stock if a majority cannot agree.
Section
11. Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by any officer, agent, or proxy
as the bylaws of such corporation may prescribe, or, in the absence
of such provision, as the board of directors of such corporation may
determine. Shares held by an administrator, executor, guardian, or
conservator may be voted by him or her, either in person or by proxy,
without a transfer of such shares into his or her name. Shares standing
in the name of a trustee may be voted by him or her, either in person
or by proxy, but no trustee shall be entitled to vote shares held
by him or her without a transfer of such shares into his or her name.
Shares held in trust in an IRA or Keogh Account, however, may by voted
by the Subsidiary Holding Company if no other instructions are received.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted
by such receiver without the transfer into his or her name if authority
to do so is contained in an appropriate order of the court or other
public authority by which such receiver was appointed. A shareholder
whose shares are pledged shall be entitled to vote such shares until
the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
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. [If charter
authorizes cumulative voting, the following Section 12 shall apply,
otherwise renumber Sections 13-16 as Sections 12-15.]
Section 12. Cumulative Voting. Every shareholder entitled
to vote at an election for directors shall have the right to vote,
in person or by proxy, the number of shares owned by the shareholder
for as many persons as there are directors to be elected and for whose
election the shareholder has a right to vote, or to cumulate the votes
by giving one candidate as many votes as the number of such directors
to be elected multiplied by the number of shares shall equal or by
distributing such votes on the same principle among any number of
candidates.
Section 13. Inspectors of Election.
In advance of any meeting of shareholders, the board of directors
may appoint any individual other than nominees for office as inspectors
of election to act at such meeting or any adjournment. The number
of inspectors shall be either one or three. Any such appointment shall
not be altered at the meeting. If inspectors of election are not so
appointed, the chairman of the board or the president may, or on the
request of not fewer than 10 percent of the votes represented at the
meeting shall, make such appointment at the meeting. If appointed
at the meeting, the majority of the votes present shall determine
whether one or three inspectors are to be appointed. In case any individual
appointed as inspector fails to appear or fails or refuses to act,
the vacancy may be filled by appointment by the board of directors
in advance of the meeting or at the meeting by the chairman of the
board or the president. Unless otherwise prescribed by regulations
of the Board, the duties of such inspectors shall include: determining
the number of shares and the voting power of each share, the shares
represented at the meeting, the existence of a quorum, and the authenticity,
validity and effect of proxies; receiving votes, ballots, or consents;
hearing and determining all challenges and questions in any way arising
in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may
be proper to conduct the election or vote with fairness to all shareholders.
Section 14. Nominating Committee. The board of directors
shall act as a nominating committee for selecting the management nominees
for election as directors. Except in the case of a nominee substituted
as a result of the death or other incapacity of a management nominee,
the nominating committee shall deliver written nominations to the
secretary at least 20 days prior to the date of the annual meeting.
Upon delivery, such nominations shall be posted in a conspicuous place
in each office of the Subsidiary Holding Company. No nominations for
directors except those made by the nominating committee shall be voted
upon at the annual meeting unless other nominations by shareholders
are made in writing and delivered to the secretary of the Subsidiary
Holding Company at least five days prior to the date of the annual
meeting. Upon delivery, such nominations shall be posted in a conspicuous
place in each office of the Subsidiary Holding Company. Ballots bearing
the names of all persons nominated by the nominating committee and
by shareholders shall be provided for use at the annual meeting. However,
if the nominating committee shall fail or refuse to act at least 20
days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any shareholder entitled to vote and
shall be voted upon.
Section 15. New Business.
Any new business to be taken up at the annual meeting shall be stated
in writing and filed with the secretary of the Subsidiary Holding
Company at least five days before the date of the annual meeting,
and all business so stated, proposed, and filed shall be considered
at the annual meeting; but no other proposal shall be acted upon at
the annual meeting. Any shareholder may make any other proposal at
the annual meeting and the same may be discussed and considered, but
unless stated in writing and filed with the secretary at least five
days before the meeting, such proposal shall be laid over for action
at an adjourned, special, or annual meeting of the shareholders taking
place 30 days or more thereafter. This provision shall not prevent
the consideration and approval or disapproval at the annual meeting
of reports of officers, directors, and committees; but in connection
with such reports, no new business shall be acted upon at such annual
meeting unless stated and filed as herein provided.
Section 16. Informal Action by Shareholders. Any action required
to be taken at a meeting of the shareholders, or any other action
which may be taken at a meeting of shareholders, may be taken without
a meeting if consent in writing, setting forth the action so taken,
shall be given by all of the shareholders entitled to vote with respect
to the subject matter.
Article
III—Board of Directors Section 1. General
Powers. The business and affairs of the Subsidiary Holding Company
shall be under the direction of its board of directors. The board
of directors shall annually elect a chairman of the board and a president
from among its members and shall designate, when present, either the
chairman of the board or the president to preside at its meetings.
Section 2. Number and Term. The board of directors
shall consist of
[not fewer than five nor more than fifteen]
members, and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for
a term of three years and until their successors are elected and qualified.
One class shall be elected by ballot annually. Section 3. Regular Meetings. A regular meeting of the board of directors
shall be held without other notice than this bylaw following the annual
meeting of shareholders. The board of directors may provide, by resolution,
the time and place, for the holding of additional regular meetings
without other notice than such resolution. Directors may participate
in a meeting by means of a conference telephone or similar communications
device through which all individuals participating can hear each other
at the same time. Participation by such means shall constitute presence
in person for all purposes.
Section 4. Qualification.
Each director shall at all times be the beneficial owner of not less than
100 shares of capital stock of the Subsidiary Holding Company unless
the Subsidiary Holding Company is a wholly owned subsidiary of a holding
company.
Section 5. Special Meetings. Special
meetings of the board of directors may be called by or at the request
of the chairman of the board, the president, or one-third of the directors.
The persons authorized to call special meetings of the board of directors
may fix any place, within the Subsidiary Holding Company’s normal
lending territory, as the place for holding any special meeting of
the board of directors called by such persons. Members of the board
of directors may participate in special meetings by means of conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.
Section 6. Notice. Written notice of any special meeting
shall be given to each director at least 24 hours prior thereto when
delivered personally or by telegram or at least five days prior thereto
when delivered by mail at the address at which the director is most
likely to be reached. Such notice shall be deemed to be delivered
when deposited in the mail so addressed, with postage prepaid if mailed,
when delivered to the telegraph company if sent by telegram, or when
the Subsidiary Holding Company receives notice of delivery if electronically
transmitted. Any director may waive notice of any meeting by a writing
filed with the secretary. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where
a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor
the purpose of, any meeting of the board of directors need be specified
in the notice of waiver of notice of such meeting.
Section 7. Quorum. A majority of the number of directors fixed by
section 2 of this article III shall constitute a quorum for the transaction
of business at any meeting of the board of directors; but if less
than such majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time. Notice of any adjourned
meeting shall be given in the same manner as prescribed by section
5 of this article III.
Section 8. Manner of Acting.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the board of directors, unless
a greater number is prescribed by regulation of the Board or by these
bylaws.
Section 9. Action Without a Meeting. Any
action required or permitted to be taken by the board of directors
at a meeting may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the directors.
Section 10. Resignation. Any director may resign
at any time by sending a written notice of such resignation to the
home office of the Subsidiary Holding Company addressed to the chairman
of the board or the president. Unless otherwise specified, such resignation
shall take effect upon receipt by the chairman of the board or the
president. More than three consecutive absences from regular meetings
of the board of directors, unless excused by resolution of the board
of directors, shall automatically constitute a resignation, effective
when such resignation is accepted by the board of directors.
Section 11. Vacancies. Any vacancy occurring on the board
of directors may be filled by the affirmative vote of a majority of
the remaining directors although less than a quorum of the board of
directors. A director elected to fill a vacancy shall be elected to
serve only until the next election of directors by the shareholders.
Any directorship to be filled by reason of an increase in the number
of directors may be filled by election by the board of directors for
a term of office continuing only until the next election of directors
by the shareholders.
Section 12. Compensation.
Directors, as such, may receive a stated salary for their services.
By resolution of the board of directors, a reasonable fixed sum, and
reasonable expenses of attendance, if any, may be allowed for attendance
at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation
for attendance at committee meetings as the board of directors may
determine.
Section 13. Presumption of Assent. A
director of the Subsidiary Holding Company who is present at a meeting
of the board of directors at which action on any Subsidiary Holding
Company matter is taken shall be presumed to have assented to the
action taken unless his or her dissent or abstention shall be entered
in the minutes of the meeting or unless he or she shall file a written
dissent to such action with the individual acting as the secretary
of the meeting before the adjournment thereof or shall forward such
dissent by registered mail to the secretary of the Subsidiary Holding
Company within five days after the date a copy of the minutes of the
meeting is received. Such right to dissent shall not apply to a director
who voted in favor of such action.
Section 14.
Removal of Directors. At a meeting of shareholders called expressly
for that purpose, any director may be removed only for cause by a
vote of the holders of a majority of the shares then entitled to vote
at an election of directors. If less than the entire board is to be
removed, no one of the directors may be removed if the votes cast
against the removal would be sufficient to elect a director if then
cumulatively voted at an election of the class of directors of which
such director is a part. [If cumulative voting has been deleted, the
preceding sentence should be deleted.] Whenever the holders of the
shares of any class are entitled to elect one or more directors by
the provisions of the charter or supplemental sections thereto, the
provisions of this section shall apply, in respect to the removal
of a director or directors so elected, to the vote of the holders
of the outstanding shares of that class and not to the vote of the
outstanding shares as a whole.
Article IV—Executive and Other Committees Section 1. Appointment. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive
officer and two or more of the other directors to constitute an executive
committee. The designation of any committee pursuant to this Article
IV and the delegation of authority shall not operate to relieve the
board of directors, or any director, of any responsibility imposed
by law or regulation.
Section 2. Authority. The
executive committee, when the board of directors is not in session,
shall have and may exercise all of the authority of the board of directors
except to the extent, if any, that such authority shall be limited
by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board
of directors with reference to: the declaration of dividends; the
amendment of the charter or bylaws of the Subsidiary Holding Company,
or recommending to the shareholders a plan of merger, consolidation,
or conversion; the sale, lease, or other disposition of all or substantially
all of the property and assets of the Subsidiary Holding Company otherwise
than in the usual and regular course of its business; a voluntary
dissolution of the Subsidiary Holding Company; a revocation of any
of the foregoing; or the approval of a transaction in which any member
of the executive committee, directly or indirectly, has any material
beneficial interest.
Section 3. Tenure. Subject
to the provisions of section 8 of this article IV, each member of
the executive committee shall hold office until the next regular annual
meeting of the board of directors following his or her designation
and until a successor is designated as a member of the executive committee.
Section 4. Meetings. Regular meetings of the executive
committee may be held without notice at such times and places as the
executive committee may fix from time to time by resolution. Special
meetings of the executive committee may be called by any member thereof
upon not less than one day’s notice stating the place, date, and hour
of the meeting, which notice may be written or oral. Any member of
the executive committee may waive notice of any meeting and no notice
of any meeting need be given to any member thereof who attends in
person. The notice of a meeting of the executive committee need not
state the business proposed to be transacted at the meeting.
Section 5. Quorum. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business
at any meeting thereof, and action of the executive committee must
be authorized by the affirmative vote of a majority of the members
present at a meeting at which a quorum is present.
Section 6. Action Without a Meeting. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without
a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the executive committee.
Section 7. Vacancies. Any vacancy in the executive
committee may be filled by a resolution adopted by a majority of the
full board of directors.
Section 8. Resignations
and Removal. Any member of the executive committee may be removed
at any time with or without cause by resolution adopted by a majority
of the full board of directors. Any member of the executive committee
may resign from the executive committee at any time by giving written
notice to the president or secretary of the Subsidiary Holding Company.
Unless otherwise specified, such resignation shall take effect upon
its receipt; the acceptance of such resignation shall not be necessary
to make it effective. No notice of any meeting need be given to any
member thereof who attends in person. The notice of a meeting of the
executive committee need not state the business proposed to be transacted
at the meeting.
Section 9. Procedure. The executive
committee shall elect a presiding officer from its members and may
fix its own rules of procedure, which shall not be inconsistent with
these bylaws. It shall keep regular minutes of its proceedings and
report the same to the board of directors for its information at the
meeting held next after the proceedings shall have occurred.
Section 10. Other Committees. The board of directors
may by resolution establish an audit, loan, or other committee composed
of directors as they may determine to be necessary or appropriate
for the conduct of the business of the Subsidiary Holding Company
and may prescribe the duties, constitution, and procedures thereof.
Article V—Officers Section 1. Positions. The officers of the Subsidiary Holding
Company shall be a president, one or more vice presidents, a secretary,
and a treasurer or comptroller, each of whom shall be elected by the
board of directors. The board of directors may also designate the
chairman of the board as an officer. The offices of the secretary
and treasurer or comptroller may be held by the same individual and
a vice president may also be either the secretary or the treasurer
or comptroller. The board of directors may designate one or more vice
presidents as executive vice president or senior vice president. The
board of directors may also elect or authorize the appointment of
such other officers as the business of the Subsidiary Holding Company
may require. The officers shall have such authority and perform such
duties as the board of directors may from time to time authorize or
determine. In the absence of action by the board of directors, the
officers shall have such powers and duties as generally pertain to
their respective offices.
Section 2. Election
and Term of Office. The officers of the Subsidiary Holding Company
shall be elected annually at the first meeting of the board of directors
held after each annual meeting of the shareholders. If the election
of officers is not held at such meeting, such election shall be held
as soon thereafter as possible. Each officer shall hold office until
a successor has been duly elected and qualified or until the officer’s
death, resignation, or removal in the manner hereinafter provided.
Election or appointment of an officer, employee, or agent shall not
of itself create contractual rights. The board of directors may authorize
the Subsidiary Holding Company to enter into an employment contract
with any officer in accordance with regulations of the Board; but
no such contract shall impair the right of the board of directors
to remove any officer at any time in accordance with section 3 of this
article V.
Section 3. Removal. Any officer may
be removed by the board of directors whenever in its judgment the
best interests of the Subsidiary Holding Company will be served thereby,
but such removal, other than for cause, shall be without prejudice
to the contractual rights, if any, of the officer so removed.
Section 4. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification, or otherwise may
be filled by the board of directors for the unexpired portion of the
term.
Section 5. Remuneration. The remuneration
of the officers shall be fixed from time to time by the board of directors.
Article VI—Contracts, Loans, Checks,
and Deposits Section 1. Contracts. To
the extent permitted by regulations of the Board, and except as otherwise
prescribed by these bylaws with respect to certificates for shares,
the board of directors may authorize any officer, employee, or agent
of the Subsidiary Holding Company to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the Subsidiary
Holding Company. Such authority may be general or confined to specific
instances.
Section 2. Loans. No loans shall be
contracted on behalf of the Subsidiary Holding Company and no evidence
of indebtedness shall be issued in its name unless authorized by the
board of directors. Such authority may be general or confined to specific
instances.
Section 3. Checks; Drafts. etc. All
checks, drafts, or other orders for the payment of money, notes, or
other evidences of indebtedness issued in the name of the Subsidiary
Holding Company shall be signed by one or more officers, employees
or agents of the Subsidiary Holding Company in such manner as shall
from time to time be determined by the board of directors.
Section 4. Deposits. All funds of the Subsidiary Holding
Company not otherwise employed shall be deposited from time to time
to the credit of the Subsidiary Holding Company in any duly authorized
depositories as the board of directors may select.
Article VII—Certificates for Shares and Their
Transfer Section 1. Certificates for Shares.
Certificates representing shares of capital stock of the Subsidiary
Holding Company shall be in such form as shall be determined by the
board of directors and approved by the Board. Such certificates shall
be signed by the chief executive officer or by any other officer of
the Subsidiary Holding Company authorized by the board of directors,
attested by the secretary or an assistant secretary, and sealed with
the corporate seal or a facsimile thereof. The signatures of such
officers upon a certificate may be facsimiles if the certificate is
manually signed on behalf of a transfer agent or a registrar other
than the Subsidiary Holding Company itself or one of its employees.
Each certificate for shares of capital stock shall be consecutively
numbered or otherwise identified. The name and address of the person
to whom the shares are issued, with the number of shares and date
of issue, shall be entered on the stock transfer books of the Subsidiary
Holding Company. All certificates surrendered to the Subsidiary Holding
Company for transfer shall be canceled and no new certificate shall
be issued until the former certificate for a like number of shares
has been surrendered and canceled, except that in the case of a lost
or destroyed certificate, a new certificate may be issued upon such
terms and indemnity to the Subsidiary Holding Company as the board
of directors may prescribe.
Section 2. Transfer
of Shares. Transfer of shares of capital stock of the Subsidiary Holding
Company shall be made only on its stock transfer books. Authority
for such transfer shall be given only by the holder of record or by
his or her legal representative, who shall furnish proper evidence
of such authority, or by his or her attorney authorized by a duly
executed power of attorney and filed with the Subsidiary Holding Company.
Such transfer shall be made only on surrender for cancellation of the certificate
for such shares. The person in whose name shares of capital stock
stand on the books of the Subsidiary Holding Company shall be deemed
by the Subsidiary Holding Company to be the owner for all purposes.
Article VIII—Fiscal
Year The fiscal year of the Subsidiary
Holding Company shall end on the
of
each year.
The appointment of accountants shall be subject to annual ratification
by the shareholders.Article IX—Dividends Subject to the terms of the Subsidiary Holding Company’s
charter and the regulations and orders of the Board, the board of
directors may, from time to time, declare, and the Subsidiary Holding
Company may pay, dividends on its outstanding shares of capital stock.
Article X—Corporate Seal The board of directors shall provide a Subsidiary
Holding Company seal, which shall be two concentric circles between
which shall be the name of the Subsidiary Holding Company. The year
of incorporation or an emblem may appear in the center.
Article XI—Amendments These bylaws may be amended in a manner consistent with regulations
of the Board and shall be effective after: (i) approval of the amendment
by a majority vote of the authorized board of directors, or by a majority
vote of the votes cast by the shareholders of the Subsidiary Holding
Company at any legal meeting, and (ii) receipt of any applicable regulatory
approval. When a Subsidiary Holding Company fails to meet its quorum
requirements, solely due to vacancies on the board, then the affirmative
vote of a majority of the sitting board will be required to amend
the bylaws.
