Appendix A to Part 239 - Mutual Holding Company Model Charter
12:4.0.1.1.9.7.1.1.5 : Appendix A
Appendix A to Part 239 - Mutual Holding Company Model Charter
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: