‘‘(5) MEMBER.—The term ‘member’ means 
each insured account holder in a mutual depository’s 
savings, demand, or other authorized depository ac-
counts and each insured account holder in such an 
account in a depository subsidiary of a mutual bank 
holding company. The board of directors may adopt 
a bylaw setting a minimum dollar threshold to qual-
ify as a member up to $1,000. 
‘‘(6) MEMBERSHIP RIGHTS.—The term ‘mem-
bership rights’ means the rights of each member 
under this section. 
‘‘(j) CONFORMING REFERENCES.—Unless otherwise 
provided by the Comptroller of the Currency— 
‘‘(1) any reference in any Federal law to a na-
tional bank operating in stock form, including a ref-
erence to the term ‘national banking association’, 
‘member bank’, ‘national bank’, ‘national associa-
tion’, ‘bank’, ‘insured bank’, ‘insured depository in-
stitution’, or ‘depository institution’, shall be deemed 
to refer also to a mutual national bank; 
‘‘(2) any reference in any Federal law to the 
term ‘board of directors’, ‘director’, or ‘directors’ of 
a national bank operating in stock form shall be 
deemed to refer also to the board of a mutual na-
tional bank; and 
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00009
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS
‘‘(3) any terms in Federal law that may apply 
only to a national bank operating in stock form, in-
cluding the terms ‘stock’, ‘shares’, ‘shares of stock’, 
‘capital stock’, ‘common stock’, ‘stock certificate’, 
‘stock certificates’, ‘certificates representing shares 
of stock’, ‘stock dividend’, ‘transferable stock’, ‘each 
class of stock’, ‘cumulate such shares’, ‘par value’, 
‘preferred stock’ shall not apply to a mutual national 
bank, unless the Comptroller of the Currency deter-
mines that the context requires otherwise.’’. 
SEC. 4. MUTUAL INVESTMENT CERTIFICATES AUTHORIZED. 
Section 38(c)(1) of the Federal Deposit Insurance 
Act (12 U.S.C. § 1831o(c)(1)) is hereby amended by delet-
ing ‘‘subparagraph (B)(ii)’’ in paragraph ‘‘(A)’’ and in-
serting ‘‘subparagraph (B)(ii) and paragraph (C)’’ and by 
adding at the end of subparagraph (B)(ii) the following: 
‘‘(C)(i) Notwithstanding any other provi-
sion of law, a mutual depository, as defined in 
(12 U.S.C. 5133A(h)(3)), is authorized to issue 
Mutual Investment Certificates, which shall be 
included as Tier 1 capital for purposes of any 
capital standards issued by an appropriate Fed-
eral banking agency, provided that such certifi-
cates must be— 
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00010
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS
‘‘(I) nonvoting, except that the issuing 
mutual depository institution may permit 
voting in the event that— 
‘‘(aa) the mutual depository insti-
tution fails to pay dividends for a 
minimum of three consecutive divi-
dend periods, and then the holders of 
the class or classes of Mutual Invest-
ment Certificates granted such voting 
rights, and voting as a single class, 
with one vote for each outstanding 
certificate, may elect by a majority 
vote a maximum of one-third of the 
institution’s board of directors, the di-
rectors so elected to serve until the 
next annual meeting of the institution 
succeeding the payment of all current 
and past dividends; 
‘‘(bb) any merger, consolidation, 
or reorganization (except in a super-
visory case) is sought to be author-
ized, where the issuing institution is 
not the survivor, provided that the 
regulatory capital of the resulting in-
stitution available for payment of any 
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00011
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS
class of Mutual Investment Certifi-
cates on liquidation is less than the 
regulatory capital available for such 
class prior to the merger, consolida-
tion, or reorganization; 
‘‘(cc) any action is sought to be 
authorized which would create any 
class of Mutual Investment Certifi-
cates having a preference or priority 
over an outstanding class or classes of 
Mutual Investment Certificates; 
‘‘(dd) any action is sought to be 
authorized 
which 
would 
adversely 
change the specific terms of any class 
of Mutual Investment Certificates; 
‘‘(ee) action is sought to be au-
thorized which would increase the 
number of a class of Mutual Invest-
ment Certificates, or the number of a 
class of Mutual Investment Certifi-
cates ranking prior to or on parity 
with another class of Mutual Invest-
ment Certificates; or 
‘‘(ff) action is sought which 
would authorize the issuance of an ad-
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00012
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS
ditional class or classes of Mutual In-
vestment Certificates without the in-
stitution having met specific financial 
standards; 
‘‘(II) redeemable at the sole discretion 
of the Board of Directors of the mutual 
depository; and 
‘‘(III) provide that any dividends paid 
must be non-cumulative. 
‘‘(ii) Notwithstanding any other provision 
of law, nonwithdrawable accounts, pledged ac-
counts, mutual capital certificates, or similar 
instruments, authorized as of the date of the 
enactment of the Mutual Community Bank Eq-
uity Act, shall be included as Tier 1 capital for 
purposes of any capital standards issued by an 
appropriate Federal banking agency. 
‘‘(iii) The appropriate Federal banking 
agencies are hereby authorized to prescribe ap-
propriate regulations to implement these provi-
sions.’’. 
SEC. 5. PROTECTION OF MUTUAL DEPOSITORIES. 
(a) IN GENERAL.—Subsection (h) of section 10 of the 
Home Owners’ Loan Act (12 U.S.C. 1467a(h)) is amend-
ed— 
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00013
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS
(1) by striking ‘‘or’’ after the semicolon at the 
end of paragraph (2); 
(2) by striking the period at the end of para-
graph (3) and inserting ‘‘; or’’; and 
(3) by inserting after paragraph (3), the fol-
lowing new paragraph: 
‘‘(4) any company or any subsidiary of any 
company, any director, officer, employee, or person 
owning, controlling, or holding with the power to 
vote, or holding proxies representing more than 25 
percent of the voting shares, of such company or 
subsidiary, or any director, officer, employee, or per-
son acting in concert with such company or sub-
sidiary, to hold, solicit, or exercise any proxies in re-
spect of a savings association which is a mutual as-
sociation, with the view or intention to, directly or 
indirectly, control or attempt to control the mutual 
association.’’. 
(b) ENFORCEMENT ACTION.—Subsection (i) of sec-
tion 10 of the Home Owners’ Loan Act (12 U.S.C. 
1467a(i)) is amended by inserting after paragraph (3) the 
following new paragraph: 
‘‘(4) CIVIL ACTIONS BY ASSOCIATION.— 
‘‘(A) EQUITABLE RELIEF.—Any aggrieved 
mutual savings association may bring a civil ac-
VerDate Mar 15 2010 
02:55 Mar 21, 2012
Jkt 019200
PO 00000
Frm 00014
Fmt 6652
Sfmt 6201
E:\BILLS\H4217.IH
H4217
pwalker on DSK7TPTVN1PROD with BILLS