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. (1) The mutual holding company's board, or a subcommittee of the board, may meet with the staff of the appropriate Reserve Bank or Board staff before the mutual holding company's board of directors votes on the plan of conversion. (v) A statement describing any other applications required under federal or state banking laws for all transactions related to the conversion, copies of all dispositive documents issued by regulatory authorities relating to the applications, and, if requested by the Board, copies of the applications and related documents. (3) The restrictions in paragraphs (e)(2)(i) and (e)(2)(ii) of this section do not apply to offers for more than 10 percent of any class of conversion shares by: (i) An underwriter or a selling group, acting on behalf of the mutual holding company or resulting stock holding company, that makes the offer with a view toward public resale; or. Section 6. 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. 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. If members consider the plan of conversion at an annual meeting, the mutual holding company may vote proxies obtained through other proxy solicitations only on matters not related to the plan of conversion. The mutual holding company must describe this method of allocation in its plan of conversion. (i) The Board will consider waived dividends in determining an appropriate exchange ratio in the event of a full conversion to stock form. (1) The mutual holding company must comply with these proxy solicitation provisions when the mutual holding company provides proxy solicitation material to members for the meeting to vote on the plan of conversion. No person may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of the outstanding stock of any class of voting stock of the subsidiary holding company held by persons other than the subsidiary holding company's mutual holding company parent. 239.31 Indemnification; employment contracts. (h) Offers and sales of stock. 1467a(j). The resulting stock holding company must provide a liquidation account for each eligible and supplemental eligible account holder under 239.62(a)(1)-(3). (2) If the Board approves a revised stock valuation range as described in paragraph (c)(5) of this section, and the final conversion stock valuation range exceeds the former maximum stock offering range, the mutual holding company may allocate conversion shares to the tax-qualified employee stock ownership plan, up to the 10 percent limit in paragraph (m)(1) of this section. (3) Set forth the procedures for securing approval for these transactions. (2) A merger, consolidation, or similar combination or transaction with another depository institution, is not a liquidation. (a) Purchase priorities. Subsidiary holding companies proposing non-conforming minority stock issuances pursuant to 239.24(c)(6)(ii) must include in the proxy materials to accountholders seeking approval of a proposed reorganization an additional disclosure statement that serves as a cover sheet that clearly addresses: (i) The consequences to accountholders of voting to approve a reorganization in which their subscription rights are prioritized differently and potentially eliminated; and. (3) Any natural person who is related by blood or marriage to such person and: (i) Who lives in the same home as the person; or. (q) Underwriter is any person who purchases any securities from the mutual holding company or resulting stock holding company with a view to distributing the securities, offers or sells securities for the mutual stock holding company or resulting stock holding company in connection with the securities' distribution, or participates or has a direct or indirect participation in the direct or indirect underwriting of any such undertaking. 4943). (ii) Provide that the offering be structured in a manner similar to a standard conversion under subpart E of this part, including the stock purchase priorities accorded members of the issuing subsidiary holding company's mutual holding company, unless the subsidiary holding company would qualify for a supervisory conversion if it were to undertake a conversion under subpart E of this part; or demonstrates to the satisfaction of the Board that a non-conforming issuance would be more beneficial to the savings association and subsidiary holding company compared to a conforming offering, considering, in the aggregate, the effect of each on the savings association and subsidiary holding company's financial and managerial resources and future prospects, the effect of the issuance upon the savings association and subsidiary holding company, the insurance risk to the Deposit Insurance Fund, and the convenience and needs of the community to be served. (m) Solicitation and solicit is a request for a proxy, whether or not accompanied by or included in a form of proxy; a request to execute, not execute, or revoke a proxy; or the furnishing of a form of proxy or other communication reasonably calculated to cause the members to procure, withhold, or revoke a proxy. (viii) Savings account holders will continue to hold accounts in the savings association with the same dollar amounts, rates of return, and general terms as existing deposits. 
Directors need not be stockholders unless the bylaws so require. 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). (1) The Board makes all filings under this subpart available to the public, but may keep portions of the application for conversion confidential under paragraph (d)(2) of this section. Communication between members shall be subject to any applicable rules or regulations of the Board. This subpart governs how a mutual holding company may convert from the mutual to the stock form of ownership. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. C. Call for Special Meetings. 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. (2) Blank spaces where the member must date and sign the proxy. Amendment of charter. Commenters may submit comments on the application in accordance with the procedures in 238.14 of this chapter. (i) No one may use proxy solicitation material for the members' meeting if the material contains any statement which, considering the time and the circumstances of the statement: (A) Is false or misleading with respect to any material fact; (B) Omits any material fact that is necessary to make the statements not false or misleading; or. Ballots bearing the names of all the natural persons nominated shall be provided for use at the annual meeting. The making of such an employment contract would be an unsafe or unsound practice if such contract could lead to material financial loss or damage to the mutual holding company or could interfere materially with the exercise by the members of its board of directors of their duty or discretion provided by law, charter, bylaw or regulation as to the employment or termination of employment of an officer or employee of the mutual holding company. See Form AC, instruction B(7). Bylaws may include any provision for their amendment that would be consistent with applicable law, rules, and regulations and adequately addresses its subject and purpose.
Compensation. Vacancies, resignation or removal of directors. A mutual holding company or its subsidiaries may engage in the foregoing activities only upon compliance with the procedures specified in 238.53(c) or 238.54(b) of this chapter. The Board may amend the form of charter set forth in appendix A to this part. The business and affairs of the subsidiary holding company shall be under the direction of its board of directors. As used in this part and in the forms under this part, the following definitions apply, unless the context otherwise requires: (a) Acquiree association means any savings association, other than a resulting association, that: (1) Is acquired by a mutual holding company as part of, and concurrently with, a mutual holding company reorganization; and. (3) The term acquire includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. (f) Control has the same meaning as in 238.2(e) of this chapter. Notice of meeting of members. (ii) The total votes eligible to be cast. If you have questions or comments regarding a published document please The Code of Federal Regulations (CFR) is the official legal print publication containing the codification of the general and permanent rules published in the Federal Register by the departments and agencies of the Federal Government. The board of directors may also designate the chairman of the board as an officer. Section 1. (5) The community, the community and the general public, or the general public. The mutual holding company may obtain Form OF from the Reserve Bank and from the Board's Web site (www.federalreserve.gov). 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. 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. Meetings. 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. (b) Donating conversion shares or conversion proceeds to a charitable organization. Notice of any adjourned meeting shall be given in the same manner as prescribed by section 5 of this article III. Appointment. Section 16. (B) After receipt of any applicable regulatory approval.
information or personal data. The review by the Board of any materials used in connection with the issuance of stock under 239.24 must not be subject to the applications processing time-frames set forth in 238.14(f) and (g) of this chapter. (d) Rights of savings account holders. (3) Number of shares of stock and par value. Preferred stock. 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. Voting by proxy. (C) Omits any material fact that is necessary to correct a statement in an earlier communication that has become false or misleading. 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. (1) The chief executive officer and members of the board of directors of the mutual holding company must review, and at least two-thirds of the board of directors must approve, the business plan. The home office of the Subsidiary Holding Company shall be at ________ [set forth the full address] in the County of ________ , in the State of ________ . (vii) When the resulting stock holding company distributes proxies or related material to shareholders in connection with the vote on a plan, the resulting stock holding company states that the plan complies with Board regulations and that the Board does not endorse or approve the plan in any way. The Electronic Code of Federal Regulations (eCFR) is a continuously updated online version of the CFR. Section 7. (c) Availability of charter. All certificates surrendered to the subsidiary holding company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, 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. 6. This charter provision expires a maximum of five years from the date of the minority stock issuance. Capital stock. (iv) No individual receives more than 25 percent of the shares under any plan. First, all common stock awarded in connection with any plan expansion must be acquired for such awards in the secondary market. This subpart applies to all voluntary supervisory conversions under sections 10(o)(7) and 10(p) of the Home Owners' Loan Act (12 U.S.C. (c) Anti-takeover provisions. 2. (c) Member rights in a voluntary supervisory conversion. For purposes of this section, the reference in 239.63 to five percent refers to minority shareholders. (1) The members may terminate the conversion by failing to approve the conversion at the members' meeting. Inspectors of Election. For purposes of this paragraph, the term conversion as it appears in the provisions of subpart E of this part shall refer to the stock issuance, and the term mutual holding company shall refer to the subsidiary holding company undertaking the stock issuance. 239.7 Acquisition and disposition of savings associations, savings and loan holding companies, and other corporations by mutual holding companies. (4) Prior to the completion of a stock issuance pursuant to this section, no person shall transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of the stock to be issued to any other person. (w) Stock Issuance Plan means a plan, submitted pursuant to 239.24 and containing the information required by 239.25, providing for the issuance of stock by a subsidiary holding company. (z) Tax and loan account means an account, the balance of which is subject to the right of immediate withdrawal, established for receipt of payments of Federal taxes and certain United States obligations. 
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