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Notes

12 C.F.R. §§ 192.550–192.575

6 sections in range

§192.550. Donating conversion shares or conversion proceeds to a charitable organization.

12 C.F.R. § 192.550

A savings association may contribute some of its conversion shares or proceeds to a charitable organization if:
(a)
The savings association's plan of conversion provides for the proposed contribution;
(b)
The savings association's members approve the proposed contribution; and
(c)
The IRS either has approved, or approves within two years after formation, the charitable organization as a tax-exempt charitable organization under the Internal Revenue Code.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.555. Member approval of charitable contributions.

12 C.F.R. § 192.555

At the meeting to consider the conversion, a savings association's members must separately approve, by a majority of the total eligible votes, a charitable contribution of conversion shares or proceeds. If the savings association is in mutual holding company form and adding a charitable contribution as part of a second step stock conversion, the savings association must also have its minority shareholders separately approve the charitable contribution by a majority of their total eligible votes.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.560. Limitations on charitable contributions.

12 C.F.R. § 192.560

A savings association may contribute a reasonable amount of conversion shares or proceeds to a charitable organization if such contribution will not exceed limits for charitable deductions under the Internal Revenue Code and the appropriate Federal banking agency does not object on supervisory grounds. If the savings association is well-capitalized, the appropriate Federal banking agency generally will not object if the savings association contributes an aggregate amount of eight percent or less of the conversion shares or proceeds.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.565. Contents of organizational documents of charitable organization.

12 C.F.R. § 192.565

The charitable organization's charter (or trust agreement) and gift instrument must provide that:
(a)
The charitable organization's primary purpose is to serve and make grants in the savings association's local community;
(b)
As long as the charitable organization controls shares, it must vote those shares in the same ratio as all other shares voted on each proposal considered by the savings association's shareholders;
(c)
For at least five years after its organization, one seat on the charitable organization's board of directors (or board of trustees) is reserved for an independent director (or trustee) from the savings association's local community. This director may not be an officer, director, or employee of the savings association or of an affiliate of the savings association, and should have experience with local community charitable organizations and grant making; and
(d)
For at least five years after its organization, one seat on the charitable organization's board of directors (or board of trustees) is reserved for a director from the savings association's board of directors or the board of directors of an acquiror or resulting institution in the event of a merger or acquisition of the savings association.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.570. Conflicts of interest among directors.

12 C.F.R. § 192.570

(a)
In general. A person is subject to 12 CFR 163.200 if that person:
(1)
Is a director, officer, or employee of the savings association; has the power to direct the savings association's management or policies; or otherwise owes a fiduciary duty to the savings association (for example, holding company directors); and
(2)
Will serve as an officer, director, or employee of the charitable organization. See Form AC for further information on operating plans and conflict of interest plans.
(b)
Identification and recusal of directors. Before the savings association's board of directors may adopt a plan of conversion that includes a charitable organization, the savings association must identify its directors that will serve on the charitable organization's board. These directors may not participate in the board's discussions concerning contributions to the charitable organization, and may not vote on the matter.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.

§192.575. Other requirements for charitable organizations.

12 C.F.R. § 192.575

(a)
Charter and gift instrument requirements. The charitable organization's charter (or trust agreement) and the gift instrument for the contribution must provide that:
(1)
The appropriate Federal banking agency may examine the charitable organization at the charitable organization's expense;
(2)
The charitable organization must comply with all supervisory directives that the appropriate Federal banking agency imposes;
(3)
The charitable organization must operate according to written policies adopted by its board of directors (or board of trustees), including a conflict of interest policy;
(4)
The charitable organization must not engage in self-dealing; and
(5)
The charitable organization must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code.
(b)
Stock certificate requirement. The savings association must include the following legend in the stock certificates of shares that the savings association contributes to the charitable organization or that the charitable organization otherwise acquires: “The board of directors must consider the shares that this stock certificate represents as voted in the same ratio as all other shares voted on each proposal considered by the shareholders, as long as the shares are controlled by the charitable organization.”
(c)
Voting ratio. As long as the charitable organization controls shares, the savings association must consider those shares as voted in the same ratio as all of the shares voted on each proposal considered by the savings association's shareholders.
(d)
Filing requirement. After the savings association completes its stock offering, it must submit copies of the following documents to the appropriate OCC licensing office if it is a Federal savings association or with the appropriate FDIC region if it is a State savings association:
(1)
The charitable organization's charter and bylaws (or trust agreement);
(2)
The charitable organization's operating plan (within six months after the savings association's stock offering);
(3)
The charitable organization's conflict of interest policy; and
(4)
The gift instrument for the contributions of either stock or cash to the charitable organization.
Notes, amendments, and revision history

Authority

Authority: 12 U.S.C. 1462a, 1463, 1464, 1467a, 2901 et seq., 5412(b)(2)(B); 15 U.S.C. 78c, 78 l , 78m, 78n, 78w.

Source

Source: 85 FR 42643, July 14, 2020, unless otherwise noted.