Office of the Comptroller of the Currency
Model Bylaws for Mutual Savings Associations
The bylaws for a federal mutual savings bank may substitute the term “savings bank” for “association.” The term “trustee” may be substituted for the term “director.”
Annual meeting of members. The annual meeting of the members of the association for the election of directors and for the transaction of any other business of the association shall be held at any convenient place the board of directors may designate and at a date and time within 150 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.
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 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 10 percent or more of the voting capital of the association. Such written request shall state the purpose of the meeting, be delivered to the principal place of business of the association, and be addressed to the president. For purposes of this section, “voting capital” means FDIC-insured deposits as of the voting record date. Annual and special meetings shall be conducted in accordance with the most current edition of Robert’s Rules of Order or any other set of written procedures agreed to by the board of directors.
Notice of meeting of members. Notice of each meeting shall be either published once a week for the two successive calendar weeks immediately before 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 [insert number no less than 15] days and not more than [insert number not more than 45] days before the date on which such meeting shall convene to each of its members of record. Such notice shall state the name of the association, the place of the meeting, the date and time when it shall convene, and the matters to be considered. A similar notice shall be posted in a conspicuous place in each of the offices of the association during the 14 days immediately preceding the date on which such meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any meeting of members, notice thereof need not be given to such member. When any meeting is adjourned for 30 days or more, notice of the adjournment and reconvening of the meeting shall be given as in the case of the original meeting.
Fixing of record date. The board of directors shall fix in advance 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 before 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 date. The number of votes that 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 of such record date who ceases to be a member before such meeting shall not be entitled to vote at that meeting. The same determination shall apply to any adjourned meeting.
Member quorum. Any number of members present and voting, represented in person or by proxy, at a regular or special meeting of the members shall constitute a quorum. A majority of all votes cast at any meeting of the members shall determine any question, unless otherwise required by regulation. At any adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called. Members present at a duly constituted meeting may continue to transact business until adjournment.
Voting by proxy. Voting at any annual or special meeting of the members may be by proxy pursuant to the rules and regulations of the Office of the Comptroller of the Currency (OCC). Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the member. All proxies with a term greater than 11 months or solicited at the expense of the association must run to the board of directors as a whole, or to a committee appointed by a majority of such board.
Communication between members. Communication between members shall be subject to any applicable rules or regulations of the OCC. No member, however, shall have the right to inspect or copy any portion of any books or records of a federal mutual association containing (a) a list of depositors in or borrowers from such association; (b) their addresses; (c) individual deposit or loan balances or records; or (d) any data from which such information could reasonably be constructed.
Number of directors, membership. The number of directors shall be ___ [not fewer than five or more than 15], except when authorized by the OCC. Each director shall be a member of the association. Directors shall be elected for periods of one to three years by a plurality of the members and until their successors are elected and qualified, but if a staggered board is chosen, provision shall be made for the election of approximately one-third or one-half of the board each year, as appropriate. State-chartered savings banks converting to federal savings associations may include alternative provisions for the election and term of office of directors so long as such provisions are authorized by the OCC and provide for compliance with the provisions of this section no later than six years after the conversion to a federal savings association.
Meetings of the board. The board of directors shall determine the place, frequency, time, and procedure for notice of all regular and special meetings, which shall be at least 24 hours unless waived by the directors. The board may also permit telephonic or electronic participation at meetings. Action may be taken without a meeting if unanimous written consent is obtained for such action. A majority of the authorized directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board. 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.
Officers, employees, and agents. Annually at a meeting of the board of directors of the association, the board shall elect a president, one or more vice presidents, a secretary, and a treasurer or comptroller, provided that the offices of president and secretary are not be held by the same person. The board may elect or appoint such additional officers, employees, and agents as it may from time to time determine. The term of office of all officers shall be one year or until their respective successors are elected and qualified. Any officer may be removed at any time by the board with or without cause, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. In the absence of designation from time to time of powers and duties by the board, the officers shall have such powers and duties as generally pertain to their respective offices. Any indemnification by the association of the association's personnel is subject to any applicable rules or regulations of the OCC.
Vacancies, resignation, or removal of directors. In the event of a vacancy on the board, the board of directors may, by their affirmative vote, fill such vacancy, even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the members. Any director may resign at any time by sending a written notice of such resignation to the association delivered to the secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt by the secretary. More than three consecutive absences from regular meetings of the board, unless excused by resolution of the board, shall automatically constitute a resignation, effective when such resignation is accepted by the board. At a meeting of members called expressly for that purpose, directors or the entire board may be removed only for cause, as defined in 12 CFR 5.21(j)(1)(x)(B) of this chapter, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.
Powers of the board. The board of directors shall have the power (a) by resolution, to appoint from among its members and remove an executive committee, which committee shall have and may exercise the powers of the board between the meetings of the board, but no such committee shall have the authority of the board to amend the charter or bylaws; adopt a plan of merger, consolidation, or 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 appoint and remove by resolution the members of such other committees as may be deemed necessary and prescribe the duties thereof; (c) to fix the compensation of directors, officers, and employees, and to remove any officer or employee at any time with or without cause; (d) to reject an application for an account or membership; and (e) to exercise any and all of the powers of the association not expressly reserved by the charter to the members.
Execution of instruments, generally. All documents and instruments or writings of any nature shall be signed, executed, verified, acknowledged, and delivered by such officers, agents, or employees of the association or any one of them and in such manner as from time to time may be determined by resolution of the board. All notes, drafts, acceptances, checks, endorsements, and all evidences of indebtedness of the association whatsoever shall be signed by such officer or officers or such agent or agents of the association and in such manner as the board may from time to time determine. Endorsements for deposit to the credit of the association in any of its duly authorized depositories shall be made in such manner as the board may from time to time determine. Proxies to vote with respect to shares or accounts of other associations or stock of other corporations owned by, or standing in the name of, the association may be executed and delivered from time to time on behalf of the association by the president or a vice president and the secretary or an assistant secretary of the association or by any other persons so authorized by the board.
Nominating committee. The chairman, at least 30 days before 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 before the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 15-day period before the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Provided such committee is appointed and makes such nominations, no nominations for directors, except those made by the nominating committee, shall be voted upon at the annual meeting unless other nominations by members are made in writing and delivered to the secretary of the association at least 10 days before the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 10-day period before the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Ballots bearing the names of all persons nominated by the nominating committee and by other members before the annual meeting shall be provided for use by the members at the annual meeting. If at any time the chairman shall fail to appoint such nominating committee, or the nominating committee shall fail or refuse to act at least 15 days before the annual meeting, nominations for directors may be made at the annual meeting by any member and shall be voted upon.
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 at least 30 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any member may make any other proposal at the annual meeting and the same may be discussed and considered; but unless stated in writing and filed with the secretary 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special, or regular meeting of the members taking place at least 30 days thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of the reports of officers and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.
Amendment. Adoption of any bylaw amendment pursuant to 12 CFR 5.21(j) of the OCC’s regulations, as long as it is consistent with applicable law, rules, and regulations, and adequately addresses the subject and purpose of the stated bylaw section, shall be effective after (a) approval of the amendment by a majority vote of the authorized board, or by a majority vote of the members of the association at a legal meeting; and (b) receipt of any applicable regulatory approval. When an association fails to meet its quorum requirement solely because of vacancies on the board, the bylaws may be amended by an affirmative vote of a majority of the sitting board.
Age limitations (optional provision). Bylaws on age limitations must comply with all federal laws, rules, and regulations.
| File Type | application/vnd.openxmlformats-officedocument.wordprocessingml.document |
| Author | Office of Thrift Supervision |
| File Modified | 0000-00-00 |
| File Created | 2021-01-23 |