Director, Shareholder, and Member Meetings: Interim Final Rule

Summary

The Office of the Comptroller of the Currency (OCC) is issuing an interim final rule that amends 12 CFR 5 and 7 to clarify that national banks and federal savings associations (FSAs) (collectively, banks) may permit telephonic and electronic participation at all board of directors, shareholder, and, as applicable, member meetings.

This interim final rule is effective on May 28, 2020. Comments on the interim final rule must be received no later than July 13, 2020.

Highlights

This interim final rule:

• permits banks to provide for telephonic or electronic participation of members and shareholders, as applicable, at both annual and special meetings.
• requires banks that permit telephonic and electronic participation at member or shareholder meetings to have procedures for this remote participation and provides banks with a choice of procedures to follow based on elected state corporate governance procedures, the Delaware General Corporation Law, or the Model Business Corporation Act.
• codifies an OCC interpretation that permits national banks to provide for telephonic or electronic participation at board of directors meetings.
• updates OCC rules to clarify that all FSAs may provide for telephonic or electronic participation at board of directors meetings.

Concurrent with the issuance of this IFR, the OCC also is publishing optional model bylaw provisions for FSAs that permit telephonic and electronic participation as provided in this IFR. Pursuant to OCC rules, if an FSA adopts a bylaw amendment that includes the language of the OCC's optional bylaws without change and files the bylaw with the OCC within 30 days after adoption, the bylaw is effective upon adoption.

Background

The National Bank Act, the Home Owners' Loan Act, as applicable, and OCC regulations do not require that director, shareholder, or member meetings take place in person. Furthermore, banks have access to remote communication tools, such as telephone or internet-based conferencing, to enable them to comply with internal and regulatory meeting requirements within the parameters of the COVID-19 social distancing guidelines. The OCC is issuing this IFR to update its regulations to conform with modern technologies and to clarify that banks may use remote communication tools to conduct these meetings. The amendments made by this IFR are permanent and will not expire after the COVID-19 emergency has ended.

Further Information

Please contact Frances C. Augello, Special Counsel, or Heidi M. Thomas, Special Counsel, Chief Counsel's Office, at (202) 649-5490, or Donald W. Dwyer, Thrift Licensing Lead Expert, at (202) 649-6260.

Jonathan V. Gould
Senior Deputy Comptroller and Chief Counsel

Related Link

• "Director, Shareholder, and Member Meetings" (PDF)