Charter - Federal Stock Association

Office of the Comptroller of the Currency
OMB no. 1557-0014
Expiration date: See www.occ.gov

Federal Stock Association Charter
Federal stock savings banks may substitute the term “savings bank” for “association”
throughout.
Section 1: Corporate title. The full corporate title of the association is
____________________________________________________________________________
Section 2: Office. The home office shall be located in ________________________________
________________________________________ [city, state].
Section 3: Duration. The duration of the association is perpetual.
Section 4: Purpose and powers. The purpose of the association is to pursue any or all of the
lawful objectives of a federal savings association chartered under section 5 of the Home Owners’
Loan Act and to exercise all of the express, implied, and incidental powers conferred thereby and
by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of
the United States as they are now in effect, or as they may hereafter be amended, and subject to
all lawful and applicable rules, regulations, and orders of the Office of the Comptroller of the
Currency (OCC).
Section 5: Capital stock. The total number of shares of all classes of the capital stock that the
association has the authority to issue is _______________________, all of which shall be
common stock of par [or if no par is specified then shares shall have a stated] value of
____________________ per share. The shares may be issued from time to time as authorized by
the board of directors without the approval of its shareholders, except as otherwise provided in
this Section 5 or to the extent that such approval is required by governing law, rule, or regulation.
The consideration for the issuance of the shares shall be paid in full before their issuance and
shall not be less than the par [or stated] value. Neither promissory notes nor future services shall
constitute payment or part payment for the issuance of shares of the association. The
consideration for the shares shall be cash, tangible or intangible property (to the extent direct
investment in such property would be permitted to the association), labor, or services actually
performed for the association, or any combination of the foregoing. In the absence of actual
fraud in the transaction, the value of such property, labor, or services, as determined by the board
of directors of the association, shall be conclusive. Upon payment of such consideration, such
shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that
part of the retained earnings of the association that is transferred to common stock or paid-in
capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the
consideration for their issuance.
Except for shares issued in the initial organization of the association or in connection with the
conversion of the association from the mutual to stock form of capitalization, no shares of capital
stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall
be issued, directly or indirectly, to officers, directors, or controlling persons of the association
other than as part of a general public offering or as qualifying shares to a director, unless the

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Office of the Comptroller of the Currency

issuance or the plan under which they would be issued has been approved by a majority of the
total votes eligible to be cast at a legal meeting.
The holders of the common stock shall exclusively possess all voting power. Each holder of
shares of common stock shall be entitled to one vote for each share held by such holder, except
as to the cumulation of votes for the election of directors, unless the charter provides that there
shall be no such cumulative voting. Subject to any provision for a liquidation account, in the
event of any liquidation, dissolution, or winding up of the association, the holders of the common
stock shall be entitled, after payment or provision for payment of all debts and liabilities of the
association, to receive the remaining assets of the association available for distribution, in cash or
in kind. Each share of common stock shall have the same relative rights as and be identical in all
respects to all the other shares of common stock.
Section 6: Preemptive rights. Holders of the capital stock of the association shall not be entitled
to preemptive rights with respect to any shares of the association that may be issued.
Section 7: Directors. The association shall be under the direction of a board of directors. The
authorized number of directors, as stated in the association’s bylaws, shall not be fewer than five
or more than 15 except when a greater or lesser number is approved by the OCC.
Section 8: Amendment of charter. Except as provided in Section 5, no amendment, addition,
alteration, change, or repeal of this charter shall be made, unless such is proposed by the board of
directors of the association; approved by the shareholders by a majority of the votes eligible to be
cast at a legal meeting, unless a higher vote is otherwise required; and approved or preapproved
by the OCC.

Attest: _______________________________________________________
Secretary of the Association

By:

_______________________________________________________
President or Chief Executive Officer of the Association

Attest: _______________________________________________________
Deputy Comptroller for Licensing, OCC

By:

_______________________________________________________
Comptroller of the Currency

Effective date: ___________________

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