Minutes of Subsequent Organizing Board Meetings

Minutes of Subsequent Organizing Board Meetings
The (number) meeting of the organizing board of directors of (name of national bank, in
organization) a national banking association, was held at the office of the association at
, on the
day of
,
, at
(a.m. or p.m.)
Present were (list each director separately), constituting all (or a majority) of the organizing
board of directors. Absent were: (list each director separately). ______________________
kept the minutes.
chaired the remainder of the meeting and
The chairperson called upon the secretary to read the minutes of the last meeting. The
minutes were approved as read (or as corrected).
The chairperson recognized (name) who presented proposed directors, management
officials, and principal shareholders for review by the full board using the guidelines
contained in the OCC’s Management Review Guidelines. On motion duly made and
seconded, the chairperson directed (name) to provide materials on each proposed
management official, including the Interagency Biographical and Financial Report and the
directors’ investigative findings to the OCC for prior review and approval.
The chairperson then recognized (name) who presented information about transactions
with insiders for the board’s review and approval. [The review should address and
document the following points:
− Name and address of owner of property or provider of service.
− Relationship to the bank.
− Asset or service to be acquired.
− Date the current owner acquired the property, if applicable.
− Cost of property to current owner or estimate of the cost of services, if
applicable.
− An independent appraisal of any property acquired or an independent
evaluation of lease terms.
− Any other relevant information that demonstrates the proposed transaction is
fair, reasonable, and comparable with similar arrangements that could have been
made with unrelated parties.
− A board resolution approving the specific details in advance of the transaction.]
On motion duly made and seconded, the board approved (or other action) the proposed
insider transaction. The secretary was directed to send information about such transaction
to the OCC.
The chairperson recognized (name) to provide an update of the bank’s efforts to capitalize
the bank, including presentation of the drafted offering document. Following discussion
and on motion duly made and seconded, the board approved the submission of the

offering document to the OCC (and, if applicable) to the Federal Reserve Board for
approval.
[After necessary approvals are obtained and before soliciting stock, verify that:
•

The OCC has reviewed the registration statement and declared the submission
effective.

•

The OCC has reviewed and not objected to a proposed president, if different
from the CEO, and that the president has been employed.

•

Adequate fidelity bond insurance is in effect.

Include appropriate actions in minutes. ]
[If necessary, discuss and vote on requesting an extension to raise capital or to open from
the OCC before the end of the expiration dates.]
[Document other actions of the organizing board.]
There being no further business to come before the meeting, on motion duly made,
seconded, and carried, the meeting was adjourned.

Date: _____________________

________________________________
Secretary