Current through Register Vol. 49, No. 6, March 15, 2024
PURPOSE: This rule allows the issuance of mutual
capital certificates by a state-chartered mutual savings and loan association.
Those certificates are equity instruments and therefore increase the size of an
association's net worth account which in turn affects the rate of deposit
growth of the institution and ultimately has a positive impact on the amount of
mortgage funds available for residential lending.
(1) A mutual association may issue mutual
capital certificates, directly to subscribers or through underwriters, as its
charter permits subject to applicable federal laws and regulations, provided
that the following conditions are met:
(A)
The association has provided the director with a copy of the application
submitted to the appropriate federal regulatory agency for any issuance of
mutual capital certificates;
(B)
The association has obtained written approval for the issuance of the mutual
capital certificates from the appropriate federal regulatory agency and a copy
of the approval has been provided to the director;
(C) The association shall have adopted an
amendment to its articles of incorporation in the form set forth in subsection
(1)(E). This amendment shall be voted on at a legal meeting of the members of
the association called for that purpose where the amendment has been approved
by an affirmative vote of a majority of the outstanding eligible members of the
association who are present in person or by proxy;
(D) The association shall have obtained the
written approval of the director for the amendment to its articles of
incorporation pursuant to section
369.059,
RSMo and written approval of the director for any supplementary board
resolutions pertaining to subsequent issues of mutual capital
certificates;
(E) The charter
amendment authorizing issuance of mutual capital certificates shall read as
follows: ''Mutual capital certificates. The association may issue mutual
capital certificates pursuant to the rules of the Division of Finance and
appropriate federal regulatory agency. Subject to such rules and without the
prior approval of the members of the association, the board of directors of the
association is authorized, by resolution or resolutions from time-to-time
adopted and approved by the director of the Division of Finance, to provide in
supplementary sections for the issuance of mutual capital certificates and to
fix and state the voting powers, designations, preferences and the relative
participating, optional or other special rights of the certificates and the
qualifications, limitations and restrictions thereon. Members of the
association shall not be entitled to preemptive rights with respect to the
issuance of mutual capital certificates, nor shall holders of such certificates
be entitled to preemptive rights with respect to any additional issues of
mutual capital certificates.''; and
(F) The association shall have complied with
the requirements of applicable federal regulations regarding securities
offerings. The association shall file with the director one (1) copy of any
offering circular, amendment, notice, securities sales report or other
documents and reports filed with the appropriate federal regulatory agency in
connection with the issuance of mutual capital certificates.
(2) An association, the accounts
of which are not insured by the Federal Deposit Insurance Corporation, shall
file its application for issuance of mutual capital certificates solely with
the director in the same form and pursuant to the same requirements that would
be necessary if the association's accounts were insured by the Federal Deposit
Insurance Corporatation. Any of these requirements may be waived by the
director in the case of an uninsured association as s/he in his/her discretion
shall deem prudent and proper.
Copies of all referenced federal regulations are available
to any interested party at the Division of Finance, Room 630, 301 West High
Street, Jefferson City, Missouri or the Office of the Secretary of State at a
cost established by state law.
*Original authority: 369.144, RSMo 1971, amended 1982,
1983, 1984, 1994 and 369.299, RSMo 1971, amended
1994.
