Title 12—Banks and Banking--Volume 1
PART 169—PROXIES
§ 169.1   Definitions.
As used in this part:
(a) Security holder. (1) The term security holder means any person having the right to vote in the affairs of a savings association by virtue of:
(i) Ownership of any security of the association or
(ii) Any indebtedness to the association.
(2) For purposes of this part, the term security holder shall include any account holder having the right to vote in the affairs of a mutual savings association.
(b) Person. The term person includes, in addition to natural persons, corporations, partnerships, pension funds, profit-sharing funds, trusts, and any other group of associated persons of whatever nature.
(c) Proxy. The term proxy includes every form of authorization by which a person is, or may be deemed to be, designated to act for the security holder in the exercise of his or her voting rights in the affairs of a savings association. Such an authorization may take the form of failure to dissent or object.
(d) Solicit; solicitation. (1) The terms solicit and solicitation refer to:
(i) Any request for a proxy whether or not accompanied by or included in a form of proxy;
(ii) Any request to execute, not execute, or revoke a proxy; or
(iii) The furnishing of a form of proxy or other communication to security holders under circumstances reasonably calculated to result in the procurement, withholding, or revocation of a proxy.
(2) The terms do not apply, however, to the furnishing of a form of proxy to a security holder upon the request of such security holder or to the performance by any person of ministerial acts on behalf of a person soliciting a proxy.
§ 169.2   Form of proxies.
Every form of proxy shall conform to the following requirements:
(a) The proxy shall be revocable at will by the person giving it. The power to revoke may not be conditioned on any event or occurrence or be otherwise limited; except that, in the case of a proxy relating to capital stock if such proxy is coupled with an interest, states such fact on its face, and is valid under the laws of the state in which it is to be exercised, such proxy may be made irrevocable to the extent permitted by such state law.
(b) The proxy may not be part of any other document or instrument (such as an account card).
(c) The proxy shall be clearly labeled “Revocable Proxy” in boldface type (at least as large as 18 point).
§ 169.3   Holders of proxies.
No proxy of a mutual savings association with a term greater than eleven months or solicited at the expense of the association may designate as holder anyone other than the board of directors [trustees] as a whole, or a committee appointed by a majority of such board.
§ 169.4   Proxy soliciting material.
No solicitation of a proxy shall be made by means of any statement, form of proxy, notice of meeting, or other communication, written or oral, which:
(a) Solicits any undated or postdated proxy;
(b) Solicits any proxy that provides that it shall be deemed to be dated as of any date subsequent to the date on which it is signed by the security holder; or
(c)(1) Contains any statement that is false or misleading with respect to any material fact, or
(2) Omits to state any material fact:
(i) Necessary in order to make the statements therein not false or misleading or
(ii) Necessary to correct any statement in any earlier communication with respect to the solicitation of a proxy for the same meeting or subject matter that has subsequently become false or misleading.