Appendix D to Part 239 - Subsidiary Holding Company of a Mutual Holding Company Model Bylaws
12:4.0.1.1.9.7.1.1.8 : Appendix D
Appendix D to Part 239 - Subsidiary Holding Company of a Mutual
Holding Company Model Bylaws 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 § 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.