The Code of Federal Regulations of the United States of America

rights and such other rights as are thereby provided; (vii) To issue notes, bonds, debentures, or other obligations, or securities, provided by or under any provision of Federal statute as from time to time is in effect; (viii) To provide for redemption of insured accounts; (ix) To borrow money without limitation and pledge and otherwise encumber any of its assets to secure its debts; (x) To lend and otherwise invest its funds as authorized by statute and the rules and regulations of the Board; (xi) To wind up and dissolve, merge, consolidate, convert, or reorganize; (xii) To purchase, hold, and convey real estate and personalty consistent with its objects, purposes, and powers; (xiii) To mortgage or lease any real estate and personalty and take such property by gift, devise, or bequest; and (xiv) To exercise all powers conferred by law. In addition to the foregoing powers expressly enumerated, this association shall have power to do all things reasonably incident to the accomplishment of its express objects and the performance of its express powers.

(2) Title change. A Federal mutual association that has complied with § 543.1(b) of this subchapter may amend its charter by substituting a new corporate title in Section 1.

(3) Home office. A Federal mutual association that has complied with § 545.95 of this subchapter may amend its charter by substituting a new home office in Section 2.

(4) Mutual capital certificates. Renumber existing Section 9 as Section 10, add new Section 9 to read as set forth below, and add an additional provision to renumbered Section 10 as provided below:

Section 9. Mutual capital certificates. The association may issue mutual capital certificates pursuant to the rules and regulations of the Board. Subject to such rules and regulations and without the prior approval of the members, the board of directors [trustees] of the association is authorized, by resolution(s) from time to time adopted by it, to provide in supplementary sections hereto for the issuance of mutual capital certificates and to fix and state the voting powers, designations, preferences, and the relative participating, optional, or other special rights of the certificates and the qualifications, limitations, and restrictions there

on.

Members of the association shall not be entitled to preemptive rights with respect to the issuance of mutual capital certificates nor shall holders of such certificates be entitled to preemptive rights with respect to any additional issues of mutual capital certificates.

Section 10. Amendment of charter. ⚫ Additional provisions may be added to the section to grant holders of mutual capital certificates the right to vote on amendments, additions, alterations, changes, or repeal of this charter in any of the instances set forth in § 563.7-4 of the Board's regulations.

(c) Reissuance of charter. A Federal mutual association that has amended its charter may apply to have its charter, including the amendments, reissued by the Board by filing one executed, and three conformed copies, with the signatures required under § 544.1 of this part, with the Board's Office of District Banks, and such supporting documents as may be needed to demonstrate that the amendments were properly adopted. The Board delegates to the General Counsel authority to sign on its behalf charters submitted for reissuance pursuant to this paragraph.

(Sec. 5, 48 Stat. 132, as amended (12 U.S.C. 1464); secs. 402, 403, 407, 48 Stat. 1256, 1260, as amended (12 U.S.C. 1725, 1726, 1730); Reorg. Plan No. 3 of 1947; 12 FR 4981, 3 CFR, 1943-1948 Comp., p. 1071)

[48 FR 44181, Sept. 28, 1983; 49 FR 53, Jan. 3, 1984, as amended at 49 FR 41243, Oct. 22, 1984]

§ 544.3 Adoption of new Federal charter by a Federal association.

If the board of directors of a Federal mutual association proposes to amend its charter to read in the form of any other Federal mutual association charter, the amendment may be approved by a majority vote of members present at any duly called regular or special meeting of members. In the case of a Federal stock association, the board of directors of which proposes to amend its charter to read in the form of any other Federal stock association charter, the amendment may be approved by the stockholders by a majority of the total votes eligible to be cast at a legal meeting. In either case, after such vote, the association shall submit the following petition to the Principal Supervisory Agent, together with any requested change in the association's title or location of home office, and the Board thereafter will issue a charter in the form sought, upon approval by the Principal Supervisory Agent or

the Board of a change in such name or location:

Federal Home Loan Bank of

* [City]

[State]

The undersigned, under § 544.3 of the rules and regulations for the Federal Savings and Loan System, petitions the Federal Home Loan Bank Board to issue to it a charter in the form of Charter - fixing the name of the undersigned as and its home office at The present charter fixes the name of the association as and its home office location as

The undersigned, by its secretary, hereby certifies that the members or stockholders, at a meeting duly called and held, adopted the following resolution:

Be it resolved, That the present charter of this association be amended to read in the form of Charter as prescribed in the rules and regulations for the Federal Savings and Loan System, prescribing the name of the association as and fixing its home office location as

In witness whereof, the Secretary of the undersigned has hereunto affixed his hand and the seal of the undersigned this

day

(Secs. 2, 5, 48 Stat. 128, 132, as amended (12 U.S.C. 1462, 1464); secs. 401, 402, 403, 405, 406, 407, 48 Stat. 1255, 1256, 1257, 1259, 1260, as amended (12 U.S.C. 1724, 1725, 1726, 1728, 1729, 1730); sec. 408, 82 Stat. 5, as amended (12 U.S.C. 1730a); Reorg. Plan No. 3 of 1947; 3 CFR, 1943-1948 Comp., p. 1071)

[47 FR 56992, Dec. 22, 1982]

8544.4 Issuance of charter.

Issuance by the Board of a charter to a Federal mutual association within the meaning of § 543.5 of this subchapter constitutes the incorporation of that association by the Board.

BYLAWS

8544.5 Federal mutual association bylaws. (a) A Federal mutual association shall operate under bylaws that con

tain provisions which comply with all requirements specified by the Board in this section and which are not otherwise inconsistent with the provisions of this section, the association's charter, and all other applicable laws, rules, and regulations. Bylaw provisions which adopt the language of the model bylaws set out as an appendix to this part shall be deemed to comply with the requirements of this section. A copy of all bylaws and amendments thereto shall be filed with the Supervisory Agent in accordance with the procedure for filing amendments to charters set out at § 544.2 of this part and shall include an opinion by the association's counsel that said bylaws or amendments thereto comply with all applicable laws, rules, and regulations. (b) The following requirements are applicable to Federal mutual associations:

1. Annual meetings of members. An association shall provide for and conduct an annual meeting of its members for the election of directors [trustees] and at which any other business of the association may be conducted. Such meeting shall be held, as designated by its board of directors [trustees], at a location within the state that constitutes the principal place of business of the association and at a date and time within 120 days after the end of the association's fiscal year. At each annual meeting, the officers shall make a full report of the financial condition of the association and of its progress for the preceding year and shall outline a program for the succeeding year.

2. Special meetings of members. Procedures for calling any special meeting of the members and for conducting such a meeting shall be set forth in the bylaws. The subject matter of such special meeting must be established in the notice for such meeting. The board of directors [trustees] of the association or the holders of 10 percent or more of the voting capital shall be entitled to call a special meeting.

3. Notice of meeting of members. Notice specifying the date, time, and place of the annual or any special meeting and adequately describing any business to be conducted shall be published for two successive weeks immediately prior to the week in which such meeting shall convene in a newspaper of general circulation in the city or county in which the principal place of business of the association is located, or mailed postage prepaid at least 15 days and 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 association. A similar notice shall be posted in a conspicuous place in each of the offices of the association during the 14 days immediately preceding the date on which such meeting shall convene. The bylaws may permit a member to waive in writing any right to receive personal delivery of the notice.

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 bylaws shall provide for the fixing of a record date and a method for determining from the books of the association the members entitled to vote. 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.

5. Voting by proxy. Procedures shall be established for voting at any annual or special meeting of the members by proxy pursuant to the rules and regulations of the Board, including the placing of such proxies on file with the secretary of the association, for verification, prior to the convening of such meeting. All proxies with a term greater than eleven months or solicited at the expense of the association must run to the board of directors [trustees] as a whole, or to a committee appointed by a majority of such board.

Communications

6. between members. Provisions relating to communications between members shall be consistent with § 545.131 of the Board's regulations.

7. Number of directors [trustees]. The number of directors [trustees] shall not be fewer than five nor more than fifteen, except where authorized by the Board.

8. Meetings of the board. The board of directors [trustees] shall determine the place, frequency, time, procedure for notice, which shall be at least 24 hours unless waived by the directors [trustees], and waiver of notice for all regular and special 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. The board also may permit telephonic participation at meetings. The bylaws may provide for action to be taken without a meeting if unanimous written consent is obtained for such action. A majority of the authorized directors [trustees] shall constitute a quorum for the transaction of business. The act of a majority of the directors [trustees] present at any meeting at which there is a quorum shall be the act of the board.

9. Officers, employees, and agents. The bylaws shall contain provisions regarding the officers of the association, their func

tions, duties, and powers. The officers of the association shall consist of a president, one or more vice presidents, a secretary, and a treasurer, each of whom shall be elected annually by the board of directors [trustees). Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the board of directors [trustees] or chosen in such other manner as may be prescribed in the bylaws. Any two or more offices may be held by the same person, except the offices of president and secretary.

All officers and agents of the association, as between themselves and the association. shall have such authority and perform such duties in the management of the association as may be provided in the bylaws, or as may be determined by resolution of the board of directors [trustees] not inconsistent with the bylaws. In the absence of any such provision, officers shall have such powers and duties as generally pertain to their respective offices.

Any indemnification provision must provide that any indemnification is subject to applicable Federal law, rules, and regulations.

10. Resignation or removal of directors [trustees]. The bylaws shall set out the procedure for the resignation of a director [trustee), which shall be by written notice or by any other procedure established in the bylaws. Directors [trustees] may only be removed for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors [trustees).

11. Powers of the board. The board of directors [trustees] shall have the power.

(a) By resolution, to appoint from among its members and remove an executive committee and one or more other committees, which committee[s] shall have and may exercise all the powers of the board between the meetings or 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 association. Such committee shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law;

(b) To fix the compensation of directors [trustees], officers, and employees; and to remove any officer or employee at any time with or without cause;

12. Execution of instruments, generally. The board shall establish procedures for the execution, verification, acknowledgment, and delivery of instruments or writings of any nature.

13. Nominations for directors [trustees]. The bylaws shall provide that nominations *for directors may be made at the annual meeting by any member and shall be voted upon, except, however, the bylaws may require that nominations by a member must be submitted to the secretary and then prominently posted in the principal place of business, at least 10 days prior to the date of the annual meeting. However, if such provision is made for prior submission of nominations by a member, then the bylaws must provide for a nominating committee, which must submit nominations to the secretary and have such nominations similarly posted at least 15 days prior to the date of the annual meeting.

14. New business. The bylaws shall provide procedures for the introduction of new business at the annual meeting. Those provisions may require that such new business be stated in writing and filed with the secretary prior to the annual meeting at least 30 days prior to the date of the annual meeting.

15. Seal. The association may have a corporate seal, which may be altered at pleasure, and use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.

16. Amendment. Bylaws may include any provision for their amendment pursuant to 544.5 of the Board's regulations, as long as any such amendment would be consistent ole with applicable law, rules, and regulations and adequately addresses its subject and purpose. Amendments shall be effective upon filing with the Board in accordance with regulatory procedures after approval by a two-thirds affirmative vote of the authorized board, or by a vote of the members of the association.

鲜

17. Miscellaneous. The bylaws may also address the subjects of age limitations for directors or officers as long as consistent with applicable federal law, rules, or regulations, emergency preparedness, and any other subjects necessary or appropriate for effective operation of the association.

[48 FR 44182, Sept. 28, 1983; 49 FR 53, Jan. 3, 1984]

8544.6 Effect of subsequent charter or bylaw change.

Notwithstanding any subsequent change to its charter or bylaws, the authority of a Federal mutual association to engage in any transaction shall be determined only by the association's charter or bylaws then in effect.

AVAILABILITY

8 544.7 In association offices.

A Federal association shall make available to its members at all times in its offices a true copy of its charter and bylaws, including any amendments, and shall deliver such a copy to any member on request.

(Sec. 5, 48 Stat. 132, as amended; 12 U.S.C. 1464, Reorg. Plan No. 3 of 1947; 3 CFR, 1943-1948 Comp.)

[44 FR 39114, July 3, 1979]

8 544.8 References to old and new charters; rules applicable to trustees of Federal mutual savings banks.

(a) References in the Rules and Regulations for the Federal Savings and Loan System to associations with a Charter K (Rev.) or Charter N shall be deemed as also referring respectively to associations with a Charter L or Charter N (Rev.) and, other than in § 545.4 of this subchapter, as also referring to associations with a Charter B or Charter B (Rev.).

(b) The trustees of each Federal mutual savings bank shall be subject to the Rules and Regulations for the Federal Savings and Loan System (Part 541 et seq. of this subchapter), the Regulations for the Federal Home Loan Bank System (Part 521 et seq. of this chapter), and the Rules and Regulations for Insurance of Accounts (Part 561 et seq. of this chapter), insofar as they pertain to directors of Federal associations, just as if they were directors.

[47 FR 56992, Dec. 22, 1982]

The standard provision in section 10 of Charter B relating to limiting equity, corporate bond and consumer loan investments to a particular percentage of assets is of no force and effect.

[47 FR 56992, Dec. 22, 1982]

APPENDIX-MODEL BYLAWS FOR MUTUAL ASSOCIATIONS

The

1. Annual meeting of members. annual meeting of the members of the association for the election of directors [trustees] and for the transaction of any other business of the association shall be held, as designated by the board of directors [trustees], at a location within the state that constitutes the principal place of business of the association at (insert date and time within 120 days after the end of the association's fiscal year), if not a legal holiday, or if a legal holiday then on the next succeeding day not a legal holiday. The annual meeting may be held at such other times on such day or at such other place in the same state as the board of directors [trustees] may determine. At each annual meeting, the officers shall make a full report of the financial condition of the association 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 association may be called at any time by the president or the board of directors [trustees] 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 capital of the association. Such written request shall state the purpose of the meeting and shall be delivered at the principal place of business of the association addressed to the president. Annual and special meetings shall be conducted in accordance with the most current edition of Robert's Rules of Order. 3. Notice of meeting of members.

(a) Notice of each annual 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 annual 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 association is located, or mailed postage prepaid at least (insert number not less than 15) days and not more than (insert number not more than 45) days prior to the date on which such annual meeting shall convene, to each of its members of record at the last address appearing on the books of the association. Such notice shall state the name of the association, the place of the annual 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 association during the 14 days immediately preceding the date on which such annual meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any annual meeting of members, notice thereof need not be given to such member.

(b) Notice of each special meeting shall be either published once a week for the two consecutive calendar weeks (in each instance on any day of the week) immediately prior to the week in which such special 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 association is located, or mailed postage prepaid at least (insert number not less than 15) days and not more than (insert number not more than 45) days prior to the date on which such special meeting shall convene to each of its members of record at the member's last address appearing on the books of the association. Such notice shall state the name of the association, the purpose(s) for which the meeting is called, the place of the special meeting and the date and time when it shall convene. A similar notice shall be posted in a conspicuous place in each of the offices of the association during the 14 days immediately preceding the date on which such special meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any special meeting of members, notice thereof need not be given to such member.

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 [trustees] 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 association on such record

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