1. Annual meeting of members. The annual
meeting of the members of the mutual holding company for the election
of directors and for the transaction of any other business of the
mutual holding company shall be held, as designated by the board of
directors, at a location within the state that constitutes the principal
place of business of the mutual holding company, or at any other convenient
place the board of directors may designate, at (insert date and time
within 150 days after the end of the mutual holding company’s fiscal
year, if not a legal holiday, or if a legal holiday then on the next
succeeding day not a legal holiday). At each annual meeting, the officers
shall make a full report of the financial condition of the
mutual holding company and of its progress for the preceding year
and shall outline a program for the succeeding year.
2. Special meetings of members. Special
meetings of the members of the mutual holding company may be called
at any time by the president or the board of directors and shall be
called by the president, a vice president, or the secretary upon the
written request of members of record, holding in the aggregate at
least one-tenth of the voting capital of the mutual holding company.
Such written request shall state the purpose of the meeting and shall
be delivered at the principal place of business of the mutual holding
company addressed to the president. For purposes of this section,
“voting capital” means FDIC-insured deposits as of the voting record
date. Annual and special meetings shall be conducted in accordance
with the most current edition of Robert’s Rules of Order or any other
set of written procedures agreed to by the board of directors.
3. Notice of meeting
of members. Notice of each meeting shall be either published once
a week for the two successive calendar weeks (in each instance on
any day of the week) immediately prior to the week in which such meeting
shall convene, in a newspaper printed in the English language and
of general circulation in the city or county in which the principal
place of business of the mutual holding company is located, or mailed
postage prepaid at least (insert number no less than 15) days and
not more than (insert number not more than 45) days prior to the date
on which such meeting shall convene, to each of its members of record
at the last address appearing on the books of the mutual holding company.
Such notice shall state the name of the mutual holding company, the
place of the meeting, the date and time when it shall convene, and
the matters to be considered. A similar notice shall be posted in
a conspicuous place in each of the offices of the mutual holding company
during the 14 days immediately preceding the date on which such meeting
shall convene. If any member, in person or by authorized attorney,
shall waive in writing notice of any meeting of members, notice thereof
need not be given to such member. When any meeting is adjourned for
30 days or more, notice of the adjournment and reconvening of the
meeting shall be given as in the case of the original meeting.
4. Fixing of record date.
For the purpose of determining members entitled to notice of or to
vote at any meeting of members or any adjournment thereof, or in order
to make a determination of members for any other proper purpose, the
board of directors shall fix in advance a record date for any such
determination of members. Such date shall be not more than 60 days
nor fewer than 10 days prior to the date on which the action, requiring
such determination of members, is to be taken. The member entitled
to participate in any such action shall be the member of record on
the books of the mutual holding company on such record date. The number
of votes which each member shall be entitled to cast at any meeting
of the members shall be determined from the books of the mutual holding
company as of such record date. Any member of such record date who
ceases to be a member prior to such meeting shall not be entitled
to vote at that meeting. The same determination shall apply to any
adjourned meeting.
5. Member quorum. Any number of members present and voting, represented
in person or by proxy, at a regular or special meeting of the members
shall constitute a quorum. A majority of all votes cast at any meeting
of the members shall determine any question, unless otherwise required
by regulation. Directors, however, are elected by a plurality of the
votes cast at an election of directors. At any adjourned meeting any
business may be transacted which might have been transacted at the
meeting as originally called. Members present at a duly constituted
meeting may continue to transact business until adjournment.
6. Voting by proxy. Voting
at any annual or special meeting of the members may be by proxy pursuant
to the rules and regulations of the Board of Governors of the Federal Reserve
System (Board), provided, that no proxies shall be voted at any meeting
unless such proxies shall have been placed on file with the secretary
of the mutual holding company, for verification, prior to the convening
of such meeting. Proxies may be given telephonically or electronically
as long as the holder uses a procedure for verifying the identity
of the member. All proxies with a term greater than eleven months
or solicited at the expense of the mutual holding company must run
to the board of directors as a whole, or to a committee appointed
by a majority of such board. Accounts held by an administrator, executor,
guardian, conservator or receiver may be voted in person or by proxy
by such person. Accounts held by a trustee may be voted by such trustee
either in person or by proxy, in accordance with the terms of the
trust agreement, but no trustee shall be entitled to vote accounts
without a transfer of such accounts into the trustee name. Accounts
held in trust in an IRA or Keogh Account, however, may be voted by
the mutual holding company if no other instructions are received.
Joint accounts shall be entitled to no more than 1000 votes, and any
owner may cast all the votes unless the mutual holding company has
otherwise been notified in writing.
7. Communication between members. Communication
between members shall be subject to any applicable rules or regulations
of the Board. No member, however, shall have the right to inspect
or copy any portion of any books or records of a mutual holding company
containing: (i) a list of depositors in or borrowers from such mutual
holding company; (ii) their addresses; (iii) individual deposit or
loan balances or records; or (iv) any data from which such information
could reasonably be constructed.
8. Number of directors, membership. The
number of directors shall be
[not fewer than five nor more
than fifteen], except where authorized by the Board. Each director
shall be a member of the mutual holding company. Directors shall be
elected for periods of one to three years and until their successors
are elected and qualified, but if a staggered board is chosen, provision
shall be made for the election of approximately one-third or one-half
of the board each year, as appropriate. 9. Meetings of the board. The board of
directors shall meet regularly without notice at the principal place
of business of the mutual holding company at least once each month
at an hour and date fixed by resolution of the board, provided that
the place of meeting may be changed by the directors. Special meetings
of the board may be held at any place specified in a notice of such
meeting and shall be called by the secretary upon the written request
of the chairman or of three directors. All special meetings shall
be held upon at least 24 hours written notice to each director unless
notice is waived in writing before or after such meeting. Such notice
shall state the place, date, time, and purposes of such meeting. A
majority of the authorized directors shall constitute a quorum for
the transaction of business. The act of a majority of the directors
present at any meeting at which there is a quorum shall be the act
of the board. Action may be taken without a meeting if unanimous written
consent is obtained for such action. The board may also permit telephonic
participation at meetings. The meetings shall be under the direction
of a chairman, appointed annually by the board, or in the absence
of the chairman, the meetings shall be under the direction of the
president.
10. Officers,
employees, and agents. Annually at the meeting of the board of directors
of the mutual holding company following the annual meeting of the
members of the mutual holding company, the board shall elect a president,
one or more vice presidents, a secretary, and a treasurer or comptroller:
Provided, that the offices of president and secretary may not be held
by the same person and a vice president may also be the treasurer
or comptroller. The board may appoint such additional officers, employees,
and agents as it may from time to time determine. The term of office
of all officers shall be one year or until their respective successors
are elected and qualified. Any officer may be removed at any time
by the board with or without cause, but such removal, other than for
cause, shall be without prejudice to the contractual rights, if any,
of the person so removed. In the absence of designation from time
to time of powers and duties by the board, the officers shall have
such powers and duties as generally pertain to their respective offices.
Any indemnification by the mutual holding company of the mutual holding
company’s personnel is subject to any applicable rules or regulations
of the Board.
11. Vacancies,
resignation or removal of directors. Members of the mutual holding
company shall elect directors by ballot: Provided, that in the event
of a vacancy on the board between meetings of members, the board of
directors may, by their affirmative vote, fill such vacancy, even
if the remaining directors constitute less than a quorum. A director
elected to fill a vacancy shall be elected to serve only until the
next election of directors by the members. Any director may resign
at any time by sending a written notice of such resignation to the
mutual holding company delivered to the secretary. Unless otherwise
specified therein such resignation shall take effect upon receipt
by the secretary. More than three consecutive absences from regular
meetings of the board, unless excused by resolution of the board,
shall automatically constitute a resignation, effective when such
resignation is accepted by the board. At a meeting of members called
expressly for that purpose, directors or the entire board may be removed,
only with cause, by a vote of the holders of a majority of the shares
then entitled to vote at an election of directors.
12. Powers of the board. The board of directors
shall have the power: (a) By resolution, to appoint from among its
members and remove an executive committee, which committee shall have
and may exercise the powers of the board between the meetings of the
board, but no such committee shall have the authority of the board
to amend the charter or bylaws, adopt a plan of merger, consolidation,
dissolution, or provide for the disposition of all or substantially
all the property and assets of the mutual holding company. Such committee
shall not operate to relieve the board, or any member thereof, of
any responsibility imposed by law; (b) To appoint and remove by resolution
the members of such other committees as may be deemed necessary and
prescribe the duties thereof; (c) To fix the compensation of directors,
officers, and employees; and to remove any officer or employee at
any time with or without cause; (d) To limit payments on capital which
may be accepted; and (e) To exercise any and all of the powers of
the mutual holding company not expressly reserved by the charter to
the members.
13. Execution
of instruments, generally. All documents and instruments or writings
of any nature shall be signed, executed, verified, acknowledged, and
delivered by such officers, agents, or employees of the mutual holding
company or any one of them and in such manner as from time to time
may be determined by resolution of the board. All notes, drafts, acceptances,
checks, endorsements, and all evidences of indebtedness of the mutual
holding company whatsoever shall be signed by such officer or officers
or such agent or agents of the mutual holding company and in such
manner as the board may from time to time determine. Endorsements
for deposit to the credit of the mutual holding company in any of
its duly authorized depositories shall be made in such manner as the
board may from time to time determine. Proxies to vote with respect
to shares or accounts of other mutual holding companies or stock of
other corporations owned by, or standing in the name of, the mutual
holding company may be executed and delivered from time to time on
behalf of the mutual holding company by the president or a vice president
and the secretary or an assistant secretary of the mutual holding
company or by any other persons so authorized by the board.
14. Nominating committee.
The chairman, at least 30 days prior to the date of each annual meeting,
shall appoint a nominating committee of three individuals who are members
of the mutual holding company. Such committee shall make nominations
for directors in writing and deliver to the secretary such written
nominations at least 15 days prior to the date of the annual meeting,
which nominations shall then be posted in a prominent place in the
principal place of business for the 15-day period prior to the date
of the annual meeting, except in the case of a nominee substituted
as a result of death or other incapacity. Provided such committee
is appointed and makes such nominations, no nominations for directors
except those made by the nominating committee shall be voted upon
at the annual meeting unless other nominations by members are made
in writing and delivered to the secretary of the mutual holding company
at least 10 days prior to the date of the annual meeting, which nominations
shall then be posted in a prominent place in the principal place of
business for the 10-day period prior to the date of the annual meeting,
except in the case of a nominee substituted as a result of death or
other incapacity. Ballots bearing the names of all individuals nominated
by the nominating committee and by other members prior to the annual
meeting shall be provided for use by the members at the annual meeting.
If at any time the chairman shall fail to appoint such nominating
committee, or the nominating committee shall fail or refuse to act
at least 15 days prior to the annual meeting, nominations for directors
may be made at the annual meeting by any member and shall be voted
upon.
15. New business.
Any new business to be taken up at the annual meeting, including any
proposal to increase or decrease the number of directors of the mutual
holding company, shall be stated in writing and filed with the secretary
of the mutual holding company at least 30 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 member 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 30 days
before the meeting, such proposal shall be laid over for action at
an adjourned, special, or regular meeting of the members taking place
at least 30 days thereafter. This provision shall not prevent the
consideration and approval or disapproval at the annual meeting of
the reports of officers 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.
16. Seal. The seal shall be two concentric
circles between which shall be the name of the mutual holding company.
The year of incorporation, the word “Incorporated” or an emblem may
appear in the center.
17. Amendment. Adoption of any bylaw amendment pursuant to section
239.15 of the Board’s regulations, as long as consistent with applicable
law, rules and regulations, and which adequately addresses the subject
and purpose of the stated by law section, shall be effective after
(i) approval of the amendment by a majority vote of the authorized
board, or by a vote of the members of the mutual holding company at
a legal meeting; and (ii) receipt of any applicable regulatory approval.
When a mutual holding company fails to meet its quorum requirement
solely due to vacancies on the board, the bylaws may be amended by
an affirmative vote of a majority of the sitting board.
18. Age limitations. [Bylaws
on age limitations must comply with all Federal laws, such as the
Age Discrimination in Employment Act and the Employee Retirement Income
Security Act.]
(a) Directors. No individual
years of
age shall be eligible for election, reelection, appointment, or reappointment
to the board of the mutual holding company. No director shall serve
as such beyond the annual meeting of the mutual holding company immediately
following the director becoming
(fill in age used above),
except that a director serving on
(fill in bylaw adoption date)
may complete the term as director. This age limitation does not apply
to an advisory director.
