Appendix C to Part 239 - Mutual Holding Company Model Bylaws
12:4.0.1.1.9.7.1.1.7 : Appendix C
Appendix C to Part 239 - Mutual Holding Company Model Bylaws MODEL
BYLAWS FOR MUTUAL HOLDING COMPANIES
The term “trustees” may be substituted for the term
“directors.”
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 §
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.
(b) Officers. No individual __ years of age shall be eligible
for election, reelection, appointment, or reappointment as an
officer of the mutual holding company. No officer shall serve
beyond the annual meeting of the mutual holding company immediately
following the officer becoming __(fill in age used above), except
that an officer serving on __(fill in bylaw adoption date) may
complete the term. However, an officer shall, at the option of the
board, retire at age __ if the officer has served in an executive
or high policy-making post for at least two years immediately prior
to retirement and is immediately entitled to nonforfeitable annual
retirement benefits of at least __.