§ 563b.6 - Vote by members.

(a) Vote at special meeting. Following approval by the Office of an application for conversion, the plan of conversion shall be submitted to a special meeting of members, unless in the case of a State-chartered converting savings association State law requires that the plan be considered at an annual meeting of members.

(b) Determining members eligible to vote. The record date for determining those members eligible to vote at the meeting called to consider a plan of conversion shall not be more than 60 nor less than 10 days prior to the date of such meeting, without prior approval of the Office, unless State law requires a different voting record date.

(c)(1) Notice to members. Notice of the meeting to consider a plan of conversion shall be given by means of the proxy statement authorized for use by the Office. The notice shall be given not more than 45 nor fewer than 20 days prior to the date of the meeting to each association member, unless State law requires a different notice period. Such notice shall also be sent to each beneficial holder of an account held in a fiduciary capacity:

(i) In the case of a Federal association, where the account is an Individual Retirement Account and the name of the beneficial holder is disclosed on the association's records; and

(ii) In the case of a State-chartered association, where the beneficial holder possesses voting rights.

(2) Summary proxy statement. The proxy statement required by paragraph (c)(1) of this section may be in summary form, Provided:

(i) A statement is made in bold-face type on the notice to members required under paragraph (c)(1) of this section that a more detailed description of the proposed transaction may be obtained by returning an attached postage-paid postcard or other written communication requesting a supplemental information statement which, together with the summary proxy statement, complies with the requirements of Form PS;

(ii) The last date on which the summary proxy statement is mailed to members will be deemed the date on which notice is given for purposes of paragraph (c)(1) of this section. Without prior approval by the Office, the special meeting of members shall not be held fewer than 20 days after the last date on which the supplemental information statement is mailed to requesting members;

(iii) The supplemental information statement required to be furnished to members pursuant to paragraph (c)(2)(i) of this section may be combined with Form OC, if the subscription offering is commenced concurrently with or during the proxy solicitation period pursuant to § 563b.3(d)(1) of this subpart A; and

(iv) The summary proxy statement shall be prepared in accordance with the following requirements:

(A) All of the requirements of Form PS shall be met, with the exception of the following:

(1) Item 6. Management Remuneration.

(2) Item 7. Business of the Applicant. Paragraphs (c) through (m), and (o).

(3) Item 14. Financial Statements.

(4) Item 15. Consents of Experts and Reports. Paragraph (b).

(B) The disclosure requirements of items 8(j), 9 and 13 of Form PS may be prepared in summary form.

(C) The disclosure requirements of item 5 may be met through disclosure of the names, ages, and present occupations of all directors and executive officers.

(D) The plan of conversion shall not be required to be attached to the summary proxy statement under item 16.

(E) The statement contained in § 563b.8(u) of this part shall be included.

(d) Notice to eligible account holders and supplemental account holders who are not voting members. The converting savings association may give notice of the proposed conversion and the meeting of the association members by letter or other written communication authorized for use by the Office to eligible account holders and supplemental account holders who are not voting members. The contents of the notice shall be subject to §§ 563b.4(a)(4) and (a)(5), and 563b.5(g) of this part; the use of the notice shall be subject to § 563b.5(b) of this part; and filing of the notice with the Office shall be subject to § 563b.5(e)(1), (e)(3), (e)(5), and (e)(7) of this part.

(e) Required vote. The plan shall be approved by a vote of at least a majority of the total outstanding votes of the association members, unless State law requires a higher percentage for a State-chartered converting savings association, in which case the higher percentage shall be used. Voting may be in person or by proxy.