Sec. 3. Mutual national banks authorized
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Chapter one of title XII of the Revised Statutes of the United States (12 U.S.C. 21 et seq.) is amended by inserting after section 5133 the following new section: Notwithstanding the section designated the Third of section 5134, in order to provide mutual institutions for the deposit of funds, the extension of credit, and provision of other services, the Comptroller of the Currency may charter mutual national banks either de novo or through a conversion of any insured depository institution or any State mutual bank or credit union, subject to regulations prescribed by the Comptroller of the Currency in accordance with this section.
The powers conferred by this section are intended to provide for the creation and maintenance of mutual national banks as bodies corporate existing in perpetuity for the benefit of their depositors and the communities in which they operate. The Comptroller of the Currency is authorized to prescribe appropriate regulations for the organization, incorporation, governance, conversion, examination, operation, supervision, and regulation of mutual national banks. The Comptroller of the Currency shall prescribe regulations regarding appropriate capital substitutes for the requirements of this title with respect to capital stock, and limitations imposed on national banks under this title based on capital stock, as such requirements shall apply to mutual national banks.
The Comptroller of the Currency is authorized to issue a certificate of authority to commence the business of banking to a mutual national bank in accordance with the requirements set forth in section 5169, provided that references to capital stock shall mean pledged accounts, nonwithdrawable investment certificates, or similar instruments by the incorporators. Upon the issuance of the certificate required by paragraph (1), the mutual national bank shall become a body corporate and the incorporators shall become the first board of directors, with the power and authority to manage the affairs of the bank as herein set forth.
Subject to such regulations as the Comptroller of the Currency may prescribe, any mutual depository may convert to a mutual national bank by filing with the Comptroller of the Currency a notice of its election to convert on a specified date that is not earlier than 30 days after the date on which the notice is filed, and the mutual depository shall be converted to a mutual national bank charter on the date specified in the notice. Subject to such regulations as the Comptroller of the Currency may prescribe for the protection of depositors’ rights and for any other purpose the Comptroller of the Currency may consider appropriate, any national bank that is organized in the mutual form under subsection
(a)may reorganize on an equitable basis as a stock national bank. Any national mutual bank may convert to a State bank charter in accordance with regulations prescribed by the Comptroller of the Currency and applicable State law. If a mutual national bank elects to terminate mutuality, it must do so by— liquidating; or converting on an equitable basis to a national banking association operating in stock form. In general, the status of a member is primarily that of a depositor and secondarily that of a holder of an inchoate right to participate in the equity of a mutual national bank upon a liquidation or conversion in accordance with regulations prescribed by the Comptroller of the Currency. Each member of a mutual national bank shall have the following rights: Such rights as may be agreed upon, by contract, between the member and the mutual national bank. In the event the board of directors, in its sole discretion, determines a conversion of a mutual national bank to a national banking association operating in stock form is in the best interests of the community in which the bank operates, then the members as of a record date set by the board of directors shall have the first right to subscribe for and purchase stock in the converted bank, on an equitable basis based on the amount of the deposit held by such member as of the record date. In the event— the board of directors, in its sole discretion, determines a liquidation of the mutual national bank is in the best interests of the community in which the bank operates, and such board of directors has adopted a plan of liquidation in accordance with regulations proscribed by the Comptroller of the Currency, and the Comptroller of the Currency has approved if such plan; or if for any other reason the bank is liquidated by operation of law, then the members as of the date of liquidation shall have the right to have credited to their accounts, on a pro rata basis, any residual assets left after the payment of all liabilities and expenses, including expenses of liquidation of the mutual national bank. The board of directors shall have the entire management and control of the affairs of the mutual national bank. No depositor or borrower shall have the right to vote on any matter relating to the mutual national bank. Any voting rights of members prior to a conversion to a mutual national bank shall be extinguished upon a conversion to a mutual national bank. A mutual national bank may reorganize into the mutual holding company form of organization in accordance with regulations promulgated by the Comptroller of the Currency. For purposes of this section, the following definitions shall apply: The term insured depository institution has the same meaning as in section 3 of the Federal Deposit Insurance Act. The term mutual national bank means a national banking association that operates in mutual form and is chartered by the Comptroller of the Currency under this section. The term mutual depository means a depository institution that is organized in nonstock form, including a Federal non-stock depository and any form of nonstock depository provided for under State law, the deposits of which are insured by an instrumentality of the Federal Government. The term mutuality means the quality of being an insured depository institution organized under a Federal or State law providing for the organization of nonstock depository institutions, or a holding company organized under a Federal or State law providing for the organization of nonstock entities that control one or more depository institutions. The term member means each insured account holder in a mutual depository’s savings, demand, or other authorized depository accounts and each insured account holder in such an account in a depository subsidiary of a mutual bank holding company. The board of directors may adopt a bylaw setting a minimum dollar threshold to qualify as a member up to $1,000. The term membership rights means the rights of each member under this section. Unless otherwise provided by the Comptroller of the Currency— any reference in any Federal law to a national bank operating in stock form, including a reference to the term national banking association , member bank , national bank , national association , bank , insured bank , insured depository institution , or depository institution , shall be deemed to refer also to a mutual national bank; any reference in any Federal law to the term board of directors , director , or directors of a national bank operating in stock form shall be deemed to refer also to the board of a mutual national bank; and any terms in Federal law that may apply only to a national bank operating in stock form, including the terms stock , shares , shares of stock , capital stock , common stock , stock certificate , stock certificates , certificates representing shares of stock , stock dividend , transferable stock , each class of stock , cumulate such shares , par value , preferred stock shall not apply to a mutual national bank, unless the Comptroller of the Currency determines that the context requires otherwise. .
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Sec. 3
Mutual national banks authorized
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