for a bonus may be added or repealed as provided in the rules and regulations for the Federal Savings and Loan System.

[23 FR 9893, Dec. 23, 1958, as amended at 38 FR 33456, Dec. 5, 1973]

§ 544.6

Amendment to bylaws.

This section constitutes approval by the Board of any one or more of the following amendments to the bylaws of any Federal association, or of an amendment repealing any provision of such association's bylaws providing for a bonus other than a bonus under the provisions of § 545.3 of this chapter, upon the valid adoption of any such amendment by such association's directors or members as provided in its bylaws, effective when so adopted: Provided, That the approval given by this section to the bylaw amendment set forth in paragraph (e) of this section shall be applicable only to a Federal association which has a charter in a form which is not inconsistent with the provisions of § 545.3 of this chapter and which, at the time such bylaw amendment becomes effective, does not have in its bylaws any other provision providing for the payment of a bonus on savings accounts of such association:

(a) Nominating committee. The president, at least 30 days prior to the date of each annual meeting, shall appoint a nominating committee of three persons who are members of the association. 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 forthwith be posted in a prominent place in the home office for the 15 days' period prior to the date of the annual meeting. 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 association at least 10 days prior to the date of the annual meeting, which nomination shall forthwith be posted in a prominent place in the home office for the 10 days' period prior to the date of the annual meeting. Ballots bearing the names of all persons 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 president 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 anual meeting by any member and shall be voted upon.

(b) 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 association, shall be stated in writing and filed with the secretary of the association on or before 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 30 days or more 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.

(c) Voting by proxy. Voting at any annual or special meeting of the members may be made by proxy, it being provided that no proxies shall be voted at any meeting unless such proxies shall have been placed on file with the secretary of the association, for verification, at least 5 days prior to the date on which such meeting shall convene.

(d) Number of directors. The number of directors of the association shall be

(e) Bonus on savings accounts. The board of directors shall have exclusive power to obligate the association to distribute a bonus on savings accounts, and to terminate such obligation, in accordance with rules and regulations made by the Federal Home Loan Bank Board.

(f) Bonus accounts. The association shall be obligated to pay a bonus for regular payments on savings accounts upon the bonus plan set forth in the rules and regulations made by the Federal Home Loan Bank Board.

(g) Communications with Members. Every member of the association shall have the right to inspect the records of the association which pertain solely to his own accounts. Every member shall have the right to communicate with other members in relation to any matter which may properly be considered at a meeting of members. The association may not defeat such right by a redemption of the member's savings account in the association. Any member requesting a communication with other members as provided herein shall, not less than 30 days prior to the date of an annual meeting and not less than 10 days prior to the date of a special meeting, furnish the association with the following information, in writing and subscribed by him: (1) His full name and address; (2) the nature and extent of his interest in the association at the time his application is made; (3) a statement of the reasons for and purposes of the communication which he desires to make with other members; (4) a copy of such communication; and (5) the date of the annual or special meeting of the members of the association at which the matter will be presented for consideration. Upon receipt of such request, unless made for an improper purpose, the association shall, within 10 days of receipt in the case of an annual meeting and within 3 days of receipt in the case of a special meeting, notify the member either (i) of the number of the association's members and of the estimated amount of the association's reasonable costs and expenses of mailing the communication to its members, or (ii) of its determination no to honor the request because the latte. fails to comply with the provisions a this section. After receipt of such amount and sufficient copies of the mem ber's communication, the associatio. shall mail the same to all its mempers by a class of mail specified by the requesting member within 7 days of receipt of such amount and copies in the case of an annual meeting and at the earliest practicable date prior to the meeting in the case of a special meeting (or, in either case, such later date as the requesting member may specify).

(h) Age limitation on directors. No person shall be eligible for election, reelection, appointment, or reappointment to the board of directors of the association if such person is then more than (fill in any age from 65 to 70) years of age. No director shall serve beyond

the annual meeting of the association immediately following his attainment of (fill in the same age from 65 to 70 as used above) years of age; except that any such director serving on (fill in date of adoption of bylaw) may complete the unexpired portion of his term being served on such date. This age limitation shall not apply to a person serving as an advisory director of the association.

(i) Age limitation on officers. No person shall be eligible for election, reelection, appointment, or reappointment as an officer of the association if such person is then more than (fill in any age from 65 to 70) years of age. No officer shall serve beyond the annual meeting of the association immediately following his attainment of (fill in the same age from 65 to 70 as used above) years of age; except that any such officer serving on (fill in date of adoption of bylaw) may complete the unexpired portion of his term being served on such date.

(j) Annual meeting of members. Substitute the following for section 1 of the bylaws prescribed in § 544.5:

(1) Annual meetings of members. The annual meeting of the inembers of the association for the election of directors and for the transaction of any other business of the association shall be held at its home office at 2 o'clock in the afternoon on (insert a date not earlier than 15 days after the annual closing of the association's books and not later than 3 months and 15 days after such closing of the association's books) of each year, if not a Sunday or legal holiday, or, if a Sunday or a legal holiday, then on the next succeeding day not a Sunday or a legal holiday. The annual meeting may be held at such other time on such day or at such other place in the same community as the board of directors 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. Annual meetings of the members shall be conducted in accordance with Roberts' Rules of Order. In lieu of the date specified in the first sentence of this subparagraph, such annual meeting in any year may be held on another date which is not a Sunday or a legal holiday and which is not earlier than 15 days after the annual closing of the association's books and not later than 3 months and 15 days after such closing of the association's

books, if the following requirements are met:

(i) The board of directors determines the date by resolution adopted at least 2 months before the annual closing of the books for the year preceding the year in which the annual meeting is to be held; and

(ii) Notice of said date is continuously posted in a conspicuous place in each of the offices of the association during the 50 days immediately preceding the date so determined.

(k) Officers, employees and agents. Substitute the following for section 5 of the bylaws prescribed in § 544.5:

(5) Officers, employees and agents. Annually at the meeting of the board of directors of the association next following the annual meeting of the members of the association, the board of directors shall elect a president, one or more vice presidents, a secretary, and a treasurer. The offices of secretary and treasurer may be held by the same person, and a vice president may also be either the secretary or the treasurer. The board of directors may appoint such additional officers and such 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 (or appointed) and qualified. However, the board of directors may authorize the association to enter into an employment contract with any officer in accordance with regulations of the Federal Home Loan Bank Board; but no such contract shall impair the right of the board of directors to remove any officer at any time. In the absence of designation from time to time of powers and duties by the board of directors, officers shall have such powers and duties as generally pertain to their respective offices.

[23 F.R. 9893, Dec. 28, 1958, as amended at 26 F.R. 5173, June 9, 1961; 30 F.R. 16106, Dec. 28, 1965; 36 FR 24113, Dec. 21, 1971; 38 FR 10253, Apr. 26, 1973; 38 FR 35436, Dec. 28, 1973; 39 FR 28610, Aug. 9, 1974, as amended at 39 FR 31301, Aug. 28, 1974; 39 FR 42341, Dec. 5, 1974]

NOTE: The amendment at 39 FR 42341, Dec. 5, 1974, becomes effective January 6, 1975.

§ 544.6-1 Preparedness

amendments to bylaws.

emergency

This section constitutes approval by the Board of any one or more of the following amendments to the bylaws of any Federal association, upon the valid adoption of any such amendment by such association's directors or members as provided in its bylaws, effective when so adopted:

(a) Emergency operations by surviving staff. In the event of an emergency declared by the President of the United States or the person performing his functions, the officers and employees of this association will continue to conduct the affairs of the association under such guidance from the directors as may be available except as to matters which by statute require specific approval of the board of directors and subject to conformance with any governmental directives during the emergency.

of

(b) Emergency operations by directors or members of executive committee. The board of directors shall have the power, in the absence or disability of any officer, or upon the refusal of any officer to act, to delegate and prescribe such officer's powers and duties to any other officer, or to any director, for the time being. In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of this association by its directors and officers as contemplated by these bylaws, any two or more available members of the then incumbent executive committee shall constitute a quorum of that committee for the full conduct and management of the affairs and business of the association in accordance with the provisions of Article these bylaws. In the event of the unavailability, at such time, of a minimum of two members of the then incumbent executive committee, any three available directors shall constitute the executive committee for the full conduct and management of the affairs and business of the association in accordance with the foregoing provisions of this section. This bylaw shall be subject to implementation by resolutions of the board of directors passed from time to time for that purpose, and any provisions of these bylaws (other than this section) and any resolutions which are contrary to the provisions of this section or to the provisions of any such implementary resolutions shall be suspended until it shall be determined by any interim executive committee acting under this section that it shall be to the advantage of this association to resume the conduct and management of its affairs and business under all of the other provisions of these bylaws.

(c) Officer succession. If consequent upon war or warlike damage or disaster, the president of this association cannot

be located by the then acting home office or is unable to assume or to continue normal executive duties, then the authority and duties of the president shall, without further action of the board of directors, be automatically assumed by one of the following persons in the order designated: (List of names in order of succession is shown in the official minutes of the association and in the certified copies which are under seal in various depositories.)

Any one of the above persons who in accordance with this resolution assumes the authority and duties of the president shall continue to serve until he resigns or until five-sixths of the other officers who are attached to the then acting home office decide in writing he is unable to perform said duties or until the elected president of this association, or a person higher on the above list, shall become available to perform the duties of president of the association. If consequent upon war or warlike damage or disaster, the treasurer of this association cannot be located by the then acting home office or is unable to assume or to continue normal executive duties, then the authority and duties of the treasurer shall, without further action by the board of directors, be automatically assumed by one of the following persons in the order designated: (List of names in order of succession is shown in the official minutes of the association and in the certified copies which are under seal in varlous depositories.)

The person assuming the authority and duties of treasurer in accordance with this resolution shall serve until (1) the elected treasurer or person whose name is higher on the above list shall be able to function as treasurer, or (2) until he resigns or is unable as determined by the acting president to perform the duties of his office. In the case of subparagraph (2) of this paragraph, the next eligible and available person on the above list shall assume the authority and duties of the treasurer. Anyone dealing with this association may accept a certification by any three officers that a specified individual is acting as president or that a specified individual is acting as treasurer in accordance with this resolution; and that anyone accepting such certification may continue to consider it in force until notified in writing of a change, said notice of change to carry

branches, if any), and any other legally authorized location which may be leased or acquired by this association to carry on its business. During an emergency resulting in any authorized place of business of this association being unable to function, the business ordinarily conducted at such location shall be relocated elsewhere in suitable quarters, in addition to or in lieu of the locations heretofore mentioned, as may be designated by the board of directors or by the executive committee or by such persons as are then, in accordance with resolutions adopted from time to time by the board of directors dealing with the exercise of authority in the time of such emergency, conducting the affairs of this association. Any temporarily relocated place of business of this association shall be returned to its legally authorized locations as soon as practicable and such temporary place of business shall then be discontinued.

(e) Providing for acting home offices. In case of, and provided that, because of war or warlike damage or disaster, the Home Office of this association is unable temporarily to continue its functions, Branch, located in

shall automatically and without further action of this board of directors, become the "Acting Home Office of this Association"; that if by reason of said war or warlike damage or disaster, both the Home Office of this association and the said Branch of this association are unable to carry on their functions, then and in such case, the Branch of this association, located in .-, shall, without further action of this board of directors, become the "Acting Home Office of this Association"; and if neither Branch nor

Branch can carry

on their functions, then the Branch of this association, located in shall, without further action of this board of directors, become the "Acting Home Office of this Association." The Home Office shall resume its functions at its legally authorized location as soon as practicable.

[24 F.R. 8461, Oct. 20, 1959; 24 F.R. 8971, Nov. 4, 1959]

§ 544.7

AVAILABILITY

In offices of association.

A Federal association shall cause a true copy of its charter and bylaws, including any amendments thereto, to be at all times available to the members of such association in each of its offices, and shall deliver a copy of such charter and bylaws to any member upon request. § 544.8 Amendment of Charter.

(a) Amendment of Charter K. The provisions of this paragraph shall constitute the approval by the Board of the proposal by the board of directors of any Federal association that has a Charter K of the following amendments to said Federal association's charter: Provided, That such Federal association follows the requirements of section 16 of its charter in adopting such amendments: Amendment of the 10th sentence of section 9 by striking the period at the end thereof and adding: ": Provided further, That the association may provide for bonus payments in accordance with section 10 hereof."; together with the amendment of section 10 to read as follows: "10. Payment of bonus on share accounts. The association may pay a bonus upon its share accounts as authorized by regulations made by the Federal Home Loan Bank Board."

(b) Amendment of Charter N or Charter K (rev.). The provisions of this paragraph shall constitute the approval by the Board of the proposal by the board of directors of any Federal association that has a Charter N or Charter K (rev.) of the following amendment to said Federal association's charter: Provided, That such Federal association follows the requirements of section 11 of its charter in adopting such amendment: Amendment of section 6 by adding the following as the first sentence after the section title "Withdrawals": "Each withdrawal from a savings account shall be governed by this section except to the extent that a member's account book or other written evidence of the member's savings account contains additional requirements in accordance with regulations made by the Federal Home Loan Bank Board."

(c) Amendment of charter relating to reserve credits-(1) General. (i) A Federal association which has a charter in the form of Charter N or Charter K (rev.) may amend its charter by deleting from section 10 thereof the following sentence:

If and whenever the general reserves of the association are not equal to at least 10 percent of its capital, it shall, as of June 30 and December 31 of each year, credit to such reserves an amount equivalent to at least 5 percent of its net earnings for the 6 months' period, or such amount as may be required by the Federal Savings and Loan Insurance Corporation, whichever is greater, until such reserves are equal to at least 10 percent of the association's capital.

Notwithstanding any other provisions of this subchapter, including without limitation § 544.1, the above-quoted sentence shall be deleted from any Charter N or Charter K (rev.) which is hereafter issued.

(ii) A Federal association which has a charter in the form of Charter K may amend its charter by deleting from section 9 thereof the following sentence:

If and whenever the aggregate reserves of the association (less reserve for bonus) are not equal to 10 percent of the share capital. the association shall, at each dividend date, transfer to reserves (other than reserve for bonus) a credit equivalent to at least 5 percent of the net earnings of the association, until such aggregate reserves are equal to 10 percent of the share capital.

(2) Approval by Board. The provisions of this paragraph (2) shall constitute the approval by the Board of the proposal by the board of directors of any Federal association of the amendment of its charter as set forth in paragraph (1) of this section: Provided, That such association follows the requirements of its charter in adopting such amendment.

(d) Amendment of charter relating to voting by members. (1) The provisions of this subparagraph shall constitute the approval by the Board of the proposal by the board of directors of any Federal association that has a Charter N or Charter K (rev.) of the amendment of section 4 of such association's charter by revising the eighth, ninth and tenth sentences thereof to read as follows:

The members who shall be entitled to vote at any meeting of the members shall be those owning savings accounts and borrowing members of record on the books of the association at a date set by the board of directors not less than 20 days and not more than 50 days prior to the date of such meeting. 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 association as of such record date. Any member at such record date who ceases to be a member prior to such meeting shall not be entitled to vote thereat.