Missouri Code of State Regulations › Title 20 - DEPARTMENT OF COMMERCE AND INSURANCE › Division 1140 - Division of Finance › Chapter 15 - Operations of Associations › Section 20 CSR 1140-15.050 - Mutual Capital Certificates

Current through Register Vol. 49, No. 14, July 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.