This list of shareholders must be kept on file at the home office of the association and is subject to inspection by any shareholder of record or the stockholder's agent during the entire time of the meeting. The board of directors has authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established. Sec. To any amendment which would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. (4) Effect of subsequent charter or bylaw change. The shares may be issued from time to time as authorized by the board of directors without further approval of 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 OCC may grant approval to a charter amendment not listed in paragraph (g) of this section regarding the acquisition by any person or persons of its equity securities provided that the association files as part of its application pursuant to paragraph (f)(2)(i) of this section an opinion, acceptable to the OCC, of counsel independent from the association that the proposed charter provision would be permitted to be adopted by a corporation chartered by the State in which the principal office of the association is located. (i) At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause, as termination for cause is defined in § 5.21(j)(2)(x)(B), by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. (i) At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for the shares of the association must make a complete list of the stockholders of record entitled to vote at such meeting, or any adjournments thereof, arranged in alphabetical order, with the address and the number of shares held by each. Directors. (9) Action without a meeting. The charter of a Federal stock association must be in the following form, except as provided in this section. (A) In general. The societies began to borrow money from people who did not want to buy homes themselves and became permanent institutions. By signing up for this email, you are agreeing to news, offers, and information from Encyclopaedia Britannica. (5) Shareholder quorum. Exceptions to rules of general applicability. Cumulative Voting Limitation. The growth of a separate thrift industry in the…, Finance, the process of raising funds or capital for any kind of expenditure. They also offer a range of savings accounts for those who want to save money. Culture building societies and savings and loan associations building societies and savings and loan associations Building societies are British financial institutions that give mortgages (= a type of loan) to people to help them buy a house. Notwithstanding the law of the State in which the association is located, a Federal stock association may amend its charter by renumbering existing sections as appropriate and adding a new section 8 as follows: Section 8. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter will be the act of the stockholders, unless the vote of a greater number of stockholders voting together or voting by classes is required by law or the charter. 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 is deemed to be the consideration for their issuance. (g) Optional charter amendments. When any shareholders' meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting. Learn more. The consideration for the issuance of the shares must be paid in full before their issuance and may not be less than the par [or stated] value. The savings and loan association's primary purpose is making loans to its members, usually for the purchase of real estate or homes. (A) Expedited review. Anti-takeover provisions following mutual to stock conversion. (5) Limitations on subsequent issuances. For purposes of this section 8, the following definitions apply: 1. (1) General powers and duties. (i) In general. (5) Vacancies. Updated January 26, 2021 Savings and Loans (S&Ls) are specialized banks created to promote affordable homeownership. A savings and loan association (S&L), or thrift institution, is a financial institution that specializes in accepting savings deposits and making mortgage and other loans. Office of the Comptroller of the Currency. Such date in any case may not be more than 60 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. (ii) Notice requirement. An association of savers and borrowers formally established to accept deposits and make loans, primarily on residential real estate. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. A Federal stock savings association must file an application, notice, or other filing as prescribed by this section when adopting or amending its charter or bylaws. Each holder of shares of common stock is 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 will be no such cumulative voting. Institution established: Original name:Shelby Federal Savings and Loan Association: 1986-11-30: Changed name to Shelby Federal Savings Bank: 1986-11-30: Changed organization type to STOCK SAVINGS BANK: 1990-10-05: Acquired First Federal Savings and Loan Association of Central Indiana in ANDERSON, IN: 1991-10-01 (d) Exceptions to rules of general applicability. Savings and loan association, a savings and home-financing institution that makes loans for the purchase of private housing, home improvements, and new construction. Associations may provide for procedures regarding resignations in the bylaws. c) lay down the minimum requirements and the standards under which non-stock savings and loan Associations may organize and operate; and. Procedures for telephonic or electronic participation. Section 2. No proxy maybe valid more than eleven months from the date of its execution except for a proxy coupled with an interest. ... STOCK RESEARCH NEWS GLOSSARY regional bank Savings ... LATEST ARTICLES. The number of directors may not be fewer than five nor more than fifteen, unless a higher or lower number has been authorized by the OTS prior to July 21, 2011 or the OCC. The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. A Federal stock savings association must file an application, notice, or other filing as prescribed by this section when adopting or amending its charter or bylaws. While every effort has been made to follow citation style rules, there may be some discrepancies. Savings and loan associations originated with the building societies of Great Britain in the late 1700s. Historically, individual investors have had a difficult time purchasing shares in IPOs — largely because of the way those deals are structured and sold. (f) Charter amendments. (ii) Shares controlled by association. When a bank or savings association converts from mutual to stock form, the financial institution (or its holding company) generally issues stock in an initial public offering (or “IPO”). (7) Anti-takeover provisions following mutual to stock conversion. (c) Scope. Holders of the capital stock of the association are not entitled to preemptive rights with respect to any shares of the association which may be issued. 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 will be deemed to be the consideration for their issuance. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Federal Savings and Loan Association. To any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the association with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the association if the preferred stock is exchanged for securities of such other corporation: Provided, That no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the OCC or the Federal Deposit Insurance Corporation; iii. Although many S&Ls are owned by their depositors, some are organized as profit-making institutions with stock that is publicly traded. The designation of any committee and the delegation of authority thereto does not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation. h. The price or other consideration for which the shares of such series are issued; and. Certain Provisions Applicable for Five Years. S & L A financial institution, organized cooperatively or corporately, that holds the funds of its members or clients in interest-bearing accounts and certificates of deposit, invests these funds chiefly in home mortgage loans and may also offer checking accounts and other banking services. Beneficial Ownership Limitation. Most Popular Terms: (1) Positions. (B) Procedures for telephonic or electronic participation. Each share of each series of serial preferred stock must have the same relative rights as and be identical in all respects with all the other shares of the same series. (3) Effectiveness. Certain Provisions Applicable for Five Years. The consideration for the issuance of the shares must be paid in full before their issuance and may not be less than the par [or stated] value. Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors even with less than a quorum of the board of directors. (iii) No filing required. (3) Fixing of record date. Under a ruling of the Federal Home Loan Bank Board, which regulates federally chartered savings and loan associations, associations need not rely only on individual deposits for funds. In order to adopt a charter amendment, a Federal stock savings association must comply with the following requirements: (1) Board of directors approval. Such requests for reissuance should be filed with the appropriate OCC licensing office, and contain signatures required in the form “Federal Stock Charter” in paragraph (e) of this section, together with such supporting documents as needed to demonstrate that the amendments were properly adopted. savings and loan association (S&L) A deposit-gathering financial institution that is primarily engaged in making loans on real estate. The term “acting in concert” means (a) knowing participation in a joint activity or parallel action towards a common goal of acquiring control whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. Omissions? The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the board of directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock; ii. A bylaw amendment is effective after approval by the OCC, if required, and adoption by the association, provided that the association follows the requirements of its charter and bylaws in adopting the amendment. Savings and loan association. No person may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the association. Amendments exempted from expedited review. 3. Although many S&Ls are owned by their depositors, some are organized as profit-making institutions with stock that is publicly traded. The home office is located in __ [city, state]. A charter amendment is effective after approval by the OCC, if required, and adoption by the association, provided the association follows the requirements of its charter in adopting the amendments. Office. 3. Bylaws may be adopted, amended or repealed by either a majority of the votes cast by the shareholders at a legal meeting or a majority of the board of directors. (b) Licensing requirements. Stock Savings and Loan Associations Examples In: Business and Management Submitted By CarizelahLatinah Words 571 Pages 3. A Federal stock association may amend its charter by substituting the following sentence for the second sentence in the third paragraph of Section 5: “Each holder of shares of common stock will be entitled to one vote for each share held by such holder and there will be no right to cumulate votes in an election of directors.”. No application under paragraph (f)(2)(i) of this section is required if the amendment is contained within paragraphs (e) or (g) of this section. 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) may 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 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. A charter for a Federal stock savings bank must substitute the term “savings bank” for “association.” Charters may also include any preapproved optional provision contained in this section. The board of directors may also designate the chair of the board as an officer. 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, will be conclusive. (B) Amendments exempted from expedited review. Special meetings of stockholders relating to changes in control of the association or amendments to its charter may be called only upon direction of the board of directors. (i) Application requirement. If mailed, such notice will be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address appearing on the stock transfer books or records of the association as of the record date prescribed in paragraph (k)(3) of this section, with postage thereon prepaid. (ii) If less than the entire board is to be removed, no one of the directors may be removed if the votes cast against the removal would be sufficient to elect a director if then cumulatively voted at an election of the class of directors of which such director is a part. 3. S&Ls are regulated under Article X of the Banking Law and must have a certain percent of assets in residential mortgage and mortgage securities. (8) Notice of special meetings. Definition of savings and loan association : a cooperative association organized to hold savings of members in the form of dividend-bearing shares and to invest chiefly in home mortgage loans — called also savings and loan Examples of savings and loan association in a Sentence Upon payment of such consideration, such shares are deemed to be fully paid and nonassessable. In such case, the Federal stock savings association must submit a notice with the charter amendment to the OCC within 30 days after adoption. NSSLA is defined as Non-Stock Savings and Loan Association (Philippines) very rarely. A majority of the number of directors constitutes a quorum for the transaction of business at any meeting of the board of directors. Because high inflation rates have made such fixed-rate mortgages unprofitable, savings and loan associations in the United States are now allowed to renegotiate mortgages. Notwithstanding any other provision of this part, §§ 5.8 through 5.11 do not apply to this section. Authority for such transfer may be given only by the holder of record or by a legal representative, who must furnish proper evidence of such authority, or by an attorney authorized by a duly executed power of attorney and filed with the association. A majority of the outstanding shares of the association entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. Directors, however, are elected by a plurality of the votes cast at an election of directors. (a) Authority. chanroblesvirtuallawlibrary. Savings and loan association, a savings and home-financing institution that makes loans for the purchase of private housing, home improvements, and new construction. The offices of the secretary and treasurer or comptroller may be held by the same person and the vice president may also be either the secretary or the treasurer or comptroller. The Metropolitan Bank and Trust Company, and the Bank of the Philippine Islands (BPI) are two. Whether the shares of such series which are redeemed or converted have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock. Ballots bearing the names of all the persons nominated must be provided for use at the annual meeting. 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 will 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. Effect of subsequent charter or bylaw change. Nothing contained in this Section 5 (or in any supplementary sections hereto) entitles the holders of any class of a series of capital stock to vote as a separate class or series or to more than one vote per share, except as to the cumulation of votes for the election of directors, unless the charter otherwise provides that there will be no such cumulative voting: Provided, That this restriction on voting separately by class or series does not apply: i. d) maximize the protection of members of non-stock savings and loan associations against misfeasance and malfeasance of the trustees and officers thereof. (e) Charter form. (3) Age limitation on officers. The person in whose name shares of capital stock stand on the books of the association is deemed by the association to be the owner for all purposes. (3) Regular meetings. Definition of Stock savings and loan association Stock savings and loan association means a savings and loan association that is authorized by its articles of incorporation to issue capital stock… The board of directors determines the place, frequency, time and procedure for notice of regular meetings. (6) Cumulative voting. The consideration for the shares must be cash, tangible or intangible property (to the extent direct investment in such property would be permitted), labor, or services actually performed for the association, or any combination of the foregoing. B. In its role as a financial intermediary, a bank accepts deposits and makes loans. 12 U.S.C. https://www.britannica.com/topic/savings-and-loan-association, savings and loan association - Student Encyclopedia (Ages 11 and up). It derives a profit from the difference between the costs (including interest payments) of attracting and…. Common stock. (n) Certificates for shares and their transfer -. 4. ... (0.00 / 0 votes) Rate this definition: savings and loan, savings and loan association (noun) a thrift institution that is required by law to make a certain percentage of its loans as home mortgages. Definition of terms. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders. This section describes the procedures and requirements governing charters and bylaws for Federal stock savings associations. 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