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e-CFR
Data is current as of April 1, 2008

Title 12:
Banks and Banking
PART 544—FEDERAL MUTUAL SAVINGS ASSOCIATIONS—CHARTER
AND BYLAWS
Charter

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§ 544.2   Charter amendments.

(a) General. In order to adopt a charter amendment, a Federal
mutual savings association must comply with the following
requirements:

(1) Board of directors approval. The board of directors of the
association must adopt a resolution proposing the charter amendment that
states the text of such amendment;

(2) Form of filing —(i) Application requirement. If the
proposed charter amendment would: render more difficult or discourage a
merger, proxy contest, the assumption of control by a mutual account
holder of the association, or the removal of incumbent management; or
involve a significant issue of law or policy; then, the association shall
file the proposed amendment and obtain the prior approval of the OTS.

(ii) Notice requirement. If the proposed charter amendment does
not involve a provision that would be covered by paragraph (a)(2)(i) of
this section and is permissible under all applicable laws, rules and
regulations, then the association shall submit the proposed amendment to
the OTS, at least 30 days prior to the effective date of the proposed
charter amendment.

(b) Approval. Any charter amendment filed pursuant to paragraph
(a)(2)(ii) of this section shall automatically be approved 30 days from
the date of filing of such amendment, provided that the association
follows the requirements of its charter in adopting such amendment. This
automatic approval does not apply if, prior to the expiration of such
30-day period, the OTS notifies the association that such amendment is
rejected or that such amendment is deemed to be filed under the provisions
of paragraph (a)(2)(i) of this section. In addition, notwithstanding
anything in paragraph (a) of this section to the contrary, the following
charter amendments, including the adoption of the Federal mutual charter
as set forth in §544.1 of this part, shall be effective and deemed
approved at the time of adoption, if adopted without change and filed with
OTS, within 30 days after adoption, provided the association follows the
requirements of its charter in adopting such amendments:

(1) Purpose and powers. Add a second paragraph to section 4, as
follows:

Section 4. Purpose and powers. * * * The association shall have
the express power: (i) To act as fiscal agent of the United States when
designated for that purpose by the Secretary of the Treasury, under such
regulations as the Secretary may prescribe, to perform all such reasonable
duties as fiscal agent of the United States as may be required, and to act
as agent for any other instrumentality of the United States when
designated for that purpose by any such instrumentality; (ii) To sue and
be sued, complain and defend in any court of law or equity; (iii) To have
a corporate seal, affixed by imprint, facsimile or otherwise; (iv) To
appoint officers and agents as its business shall require and allow them
suitable compensation; (v) To adopt bylaws not inconsistent with the
Constitution or laws of the United States and rules and regulations
adopted thereunder and under this Charter; (vi) To raise capital, which
shall be unlimited, by accepting payments on savings, demand, or other
accounts, as are authorized by rules and regulations made by the Office,
and the holders of all such accounts or other accounts as shall, to such
extent as may be provided by such rules and regulations, be members of the
association and shall have such voting 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 Office; (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 savings association that has
complied with §543.1(b) of this chapter may amend its charter by
substituting a new corporate title in section 1.

(3) Home office. A Federal mutual savings association may amend
its charter by substituting a new home office in section 2, if it has
complied with applicable requirements of §545.95 of this chapter.

(4) Maximum number of votes. A Federal mutual savings
association may amend its charter by substituting ___ votes per member in
section 6. [Fill in a number from 1 to 1000.]

(c) Reissuance of charter. A Federal mutual savings association
that has amended its charter may apply to have its charter, including the
amendments, reissued by the Office. Such request for reissuance should be
filed with the Corporate Secretary at the Washington Headquarters Office
at the address listed at §516.40(b) of this chapter and contain signatures
required under §544.1 of this part, together with such supporting
documents as may be needed to demonstrate that the amendments were
properly adopted.

[54 FR 49486, Nov. 30, 1989, as amended at 55 FR 13510, Apr. 11, 1990;
57 FR 14339, Apr. 20, 1992; 61 FR 64016, Dec. 3, 1996; 63 FR 46160, Aug.
31, 1998; 66 FR 13005, Mar. 2, 2001; 69 FR 68248, Nov. 24, 2004]

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