AMB Members Only Resources

Next America's Mutual Banks Meeting

AMB has returned to its regular biweekly meeting schedule.  Meetings will take place at 1:00 pm Eastern Standard Time via ZOOM. Our next meeting is:

Monday June 5, 2023

 

To join the Zoom meeting:

https://lockelord.zoom.us/j/98170990350?pwd=bWhzQXd1dU5Vdmw0ZU1WMFMwWIpQZz09

To Dial-In by your location:

+1-301-715-8592 (US)

+1-646-558-8656 (US)

+1-346-248-7799 (US)

Meeting ID: 981 7099 0350

Meeting PW: 620562

If you have any questions please contact Doug Faucette at 202-220-6961

America's Mutual Banks Officers

• Chairman - Leonard Stekol, Ridgewood Savings Bank
  
  

• Vice Chairman - Kenneth Weinstein, Newtown Savings Bank

• Second Vice Chairman - David Barksdale, Piedmont Federal Savings Bank
   

• Treasurer - Acting
  
  
• Immediate Past Chairman - Thomas J. Fraser, First Federal Lakewood
  

Useful Information on Mutuality

OTS Rules, Regulations and Orders

• OTS Order, June 27, 2007: Optional Charter Provisions in Mutual Holding Company Structures
  
  
• OTS Order, November 12, 2004: Approval allowing MHC with minority shareholders to acquire a mutual

• OTS Order, October 27, 2004: Denial of federal MHC requesting permission to convert federal savings bank to state-chartered savings bank

• OTS Order, April 23, 2004: Approval of federal MHC to own state-chartered mid-tier which will own federally-charterd savings bank

• OTS Order, April 23, 2004: Merger Approval allowing MHC with minority shareholders to acquire a mutual

• OTS Order, March 24, 2004: Approval of federal MHC to own a mid-tier state-chartered MHC which will own a federally-chartered savings bank

• OTS Order, March 15, 2004: Conversion Approval with Insider Look Back, 18-month post conversion approval of employment agreements and non-imputation of CRA ratings to new entity

• OTS Letter, April 23, 2003: Remutulization of Three Tiered Mutual Holding Company

• OTS Order, July 16, 2001: Approval of conversion from state-chartered MHC and savings bank to federally-chartered MHC and savings bank which includes a one year waiver of the qualified thrift lender test and two years to divest any impermissible investments
  
  
• OTS 2003 Kearney West Essex Remutualization Policy Statement
• OTS Mutuality Statements
  
  
• Clifton Bylaw - OTS Denial of Application to Amend Bylaws - December 5, 2008
  
  
• Federal Home Loan Bank Board Memo Ownership Interests in Mutuals - August 15, 1973
  
• Kearney Federal acquisition of West Essex Savings - OTS approval order of a remutualization with conditions and guidelines for future transactions - June 24, 2003

Articles and Speeches

• May 2024 - Modern Mutuality: Recent Developments Affecting Mutual Holding Companies and Mutually Chartered FDIC Insured Banks | New Jersey Bankers 118th Association Annual Conference

• December 2017 - Mutual holding company conversions stage comeback | American Banker (subscription required)

• March 10, 2017 - Comptroller Discusses the Condition the Federal Banking System

• May 2016 - Pennsylvania Association of Community Bankers - Mutual Bank Expansion: Now is the Time for your Bank to Benefit

• May 2, 2015 - Massachusetts Bankers Associaiton - Annual Convention"The Statutory Recodification of Massachusetts Banking Law For Directors"

• March 2015 article on demutual depositor welfare

• March 2005 article entitled "Modernizing Corporate Governance for Mutuals - Preserving Mutuality"

• February 2008 presentation entitled "Maintaining Your Mutuality"

Case Law: Conversion of Stock Life Insurer to Mutual Life Insurer

McEvoy v. Savings Bank Life Insurance Co. of Massachusetts (Lawyers Weekly No. 12-084-17)

Mutual Insurance Industry

• Nationwide Mutual Insurance company merger with Harleysville Mutual Proxy Statement
• New York State Assembly Report
  The Feeling's Not Mutual Hearings on proposed legislation to authorize demutualization of NY Life insurance companies
• The Performance of Life Insurance Companies: 1860-1915 (T. Yang)
  The Role of Insurance Companies as Financial Intermediaries in Capital Formation and Social Savings

Reports and Studies

• Building societies and other types of organisation: A Building Societies Association case study
• Appraisal and Accounting Considerations in Mutual to Mutual Mergers
• Comparative performance of UK mutual building societies and stock retail banks
• Notre Dame Institute for Latino Studies - Confianza Savings and Retirement
• European Association of Cooperative Banks - Corporate Social Responsibility in Co-Operative Banks
• International Labour Organization - Resilience of the Cooperative Business Model in Times of Crisis: Sustainable Enterprise Program
• Organized Form Coexistence Stock and Mutual Financial Firms, B, Remmers
• Business Transactions Division Memorandum: Mutual Savings Associations and Conversion to Stock Form, Office of Thrift Supervision
• Alternative Capital for U.S. Credit Unions? A Review and Extension of Evidence Regarding Public Policy Reform by Robert F. Hoel, Ph.D.
  

Articles on Cooperative Banks

• Building societies and other types of organisation: A Building Societies Association case study

• Move Your Money (to a Mutual)

• Building Societies Association

• Cooperative Financial Institutions Issues in Governance, Regulation, and Supervision - World Bank Working Paper No. 82
• Lloyds chooses Co-operative for branch sale; CEO to return January 2012| SNL
• The Future of Mutuality
• UK study visa: Financial statements from 1,900 Indian banks won't be accepted - Daily Bhaskar, October 26, 2011
• South African Treasury Aids Mutuals With Special Bond - Business Day, October 21, 2011
• Cooperative Banks Opened in Bay State - The Meriden Daily Journal - March 16, 1933
• What is a co-operative bank?
• Indian Cooperative Banks
• Cooperatives Europe - Global 300
• The Top 300 Co-operatives - The Co-operative News
• Global 300 co-operatives generate 1.6 trillion revenue - The Co-operative News
• On UN Launch of International Year of Cooperatives, NCBA's Hazen Says Co-Ops Build Communities
• Video - Summarizes Principles of Cooperatives- Youtube
• Mutual Organizations, Mutual Societies

Credit Union Industry

• Hatch Touches a Third Rail: Should Credit Unions Be Taxed? - February 1, 2018 - American Banker (Subscription Required)
• Bank to Credit Union Conversion Guidance
• Charter Guide Excerpts

• Appendix - Comparison of Depository Institution Powers and Regulatory Requirements
• Supplemental Capital Leads Credit Unions to Create Coalition - Credit Union Times
• Supplemental Capital White Paper prepared by the Supplemental Capital Working Group - National Credit Union Administration
• A CU Charter For Mutual Savings Banks | Credit Unions

Selected Citations Authorizing Conversion of Charters to and from the Credit Union charter

• Indiana Code 28-1-33
• Citations for: Conversion of Insured Credit Unions to Mutual Savings Banks
• Chapter 664c Fundamental Changes Involving Banks, Branches, Automated Teller Machines, Home Banking and Bank Holding Companies

Bank Conversion to Credit Union

• Bucks County Banks Plan to Unite to Form New Mutual Organization
• Bank to Credit Union Conversions NCUA Site
• Bank to Credit Union Conversions (PDF)
• Thrivent Financial Bank Converting to a Credit Union - American Banker Article
• Thrivent Financial Bank Applies to Become Credit Union: Very Rare but Will it Catch On? - The Nonprofit Quarterly
• Thrivent Bank To Become Thrivent Federal Credit Union - Credit Unions Online

• Harborone Credit Union board approves conversion to bank - Quincy Patriot-Ledger
• Commercial Banks And Credit Unions: Facts, Fallacies, and Recent Trends - CUNA
• Should Credit Unions Really Be Tax Exempt?

Credit Union Acquisition of Banks

• Florida Credit Union Sets Precedent with Bank Deal

Court Decisions and Filings Affecting Mutuals

• Lovell v. One Bancorp 1992 Maine Supreme Court Decision
  
• Lovell v. One Bancorp - July 14, 1988
  
• Chase et al v. First Federal Bank of Kansas City et al
• FDIC Waiver of Depositor Vote
• Regulatory Approval Challenges to Stock Conversions
• Challenges to Board of Directors Approval to Stock Conversions
• Challenges to Board of Directors Retention of Earnings as Excessive
• Challenges to OTS Depositor Preference Rule
• Challenges to Unlawful Sale of Subscription Rights
• Challenges Involving Conversion Merger
• Banker’s Alleged Use of F-Word Sparked Legal War With Jersey Guy - Bloomberg
  

Mutual Holding Companies

• Stilwell Value Partners, IV, L.P. v. Cavanaugh, --- N.Y.S.3d ---- (2016)
• America's Mutual Holding Companies' Web Site
• OCC Fails to Deliver on Promise to Reach Out to Mutually Owned Thrifts, American Banker, November 23, 2011
• America's Mutual Banks Comment Letter- November 1, 2011
• 12 CFR Parts 238 and 238 - Regulations LL and MM; Docket No. R- 1429 RIN No. 7100 AD-80

• Regulations G, O, W, BB, LL and MM Availability of Information, Public Observation of Meetings, Procedure, Practice for Hearings, and Post-Employment Restrictions for Senior Examiners; Savings and Loan Holding Companies [R-1429]

• Joseph Stillwell et al v. Office of Thrift Supervision, U.S. Court of Appeals for the D.C. Circuit - July 9, 2009
• Stillwell Value Partners IV, L.P. v. Cavanaugh et al, Supreme Court of the State of New York County of New York - Plaintiff alleges overlapping Boards of MHC and bank  together with refusal to approve seconds step conversion constitute a breach of fiduciary duty to minority stockholders
  

Challenges Against Mutual Corporate Governance

• Chase et al v. First Federal Bank of Kansas City et al
• Stuberfield v. Long Island City Savings and Loan Association, Case No. 37 Misc. 2d 811; 235 N.Y.S.2d 908 (Court rules that bylaw requiring advance notice of nominations, and written petitions of nominations by members holding at least 5% of the association’s share capital did not constitute deprivation of a member’s right to vote)
• Opinion - Spencer Bank, S.L.A. v. Lawrence B. Seidman, Seidman & Associates, LLC, Veteri Place Corporation and Menlo Acquisition Corporation
• In Re: Application Pursuant to N.J.S.A. 17:12B-38, Et Seq. for Approval of Amendments to Spencer Savings Bank, S.L.A's Bylaws in Section 31 and 46
• Opinion - Seidman v. Spencer Savings Bank, S.L.A., Notice of Motion on Short Notice for Stay of Judgment Pending Appeal
• N.J. court slaps DOBI’s wrist over bank ruling - NJBIZ - November 9, 2009
• Spencer Bank Struggles Against Activist Investor - NJBIZ - August 5, 2008
• Remutualization - Gut v. MacDonough- Superior Court of Massachusetts, Worcester County, 2007

Mutual Mergers & Acquistions

• Chase et al v. First Federal Bank of Kansas City et al
• Decision of January 13, 2012 Salem SB merger with Stoneham SB
• Mutual-to-Mutual Merger in Massachusetts - SNL Financial
• First Federal Financial to Convert, Merge with Clover Leaf Financial - SNL Financial
• Baltimore Banks to Merge - SNL Financial
• Neighboring Mass Thrifts Agree to Merge - AmericanBanker Newspaper
• Credit Unions Quietly Prowling for Bank Acquisitions - AmericanBanker Newspaper
• Framingham Co-operative Bank and Natick Federal Savings Bank to merge - Boston.com
  

Articles on Mutual Banks

• Mutual Savings Bank Page - Wikipedia
• Corporate Governance for Mutuals - ABA
• Benefits of mutual organisations - Building societies and other types of organisation - Building Societies Association | Building Societies Association case studies and information | The Times 100
• Stock versus mutual ownership structures: The risk implications.
• Mutual Savings Banks Survey of Investment Authority in First Half of Twentieth Century
• The Condition of Massachusetts Savings Banks and California Savings and Loan Associations
• The Brits Show How Mutual Banks Can Survive Under Basel III - Bank Think, Oct 1, 2012
• OCC Should Embrace Mutual Savings Institutions- Bank Think, Nov 16, 2011
• Mutual Banks Must Survive. Here's a Plan  - Bank Think, Sep 23, 2011

• 2010: Today's Mutual Community Banks - American Bankers Association
• Giving Little Guys a Shot - Wall Street Journal - November 12, 2011
• Governance and the Success of U.S. Community Banks, 1790-2010: Mutual Savings Banks, Local Commercial Banks, and the Merchants (National) Bank of New Bedford, Massachusetts, SSRN, May 7, 2011
• The Mutual Savings Bank Crisis, Chapter 6, An Examination of the Banking Crises of the 1980s and Early 1990s
  -- Article traces the history of mutual savings banks and analyzes the causes of the failure of savings banks during the interest rate crisis.
• Review: From Buildings and Loans to Bail-Outs: A History of the American Savings and Loan Industry, 1831-1995, EH.Net, 2005
• Gross Flows of Funds Through Mutual Savings Banks - Willis - 2012 - The Journal of Finance - Wiley Online Library
• Mutual Benefit Building and Loan Associations: Their History, Principles and Plan of Operation, 1852
  -- The book records the history of mutual savings and loan associations.
• Building Societies by Sir William Brabrook, C.B.

Alternative Capital for Mutuals

• S. 1284: Community Bank Relief Act
• H.R. 3993: Capital Access for Small ... - Full Text - GovTrack.us CU King Bill / PDF
• U.S. GAO - Dodd-Frank Act: Hybrid Capital Instruments and Small Institution Access to Capital (January 18, 2012)
• AMB’s Letter to FDIC re Alternative Capital Instruments for Mutual Institutions (December 7, 2011)
• Credit Unions: Available Information Indicates No Compelling Need for Secondary Capital- August 2004 (USGAO)

• BSA - Building Societies Association
• Nationwide Building Society strikes deal with FSA over capital

OCC Mutual Savings Association Advisory Committee Member Bios

• Biographies

U.S. Taxation of Mutual Banks

• Mutual savings banks, building and loan associations, and cooperative banks. - Code of Federal Regulations - Title 26: Internal Revenue - PART 1: Income Taxes (Continued)
• Online Fundraising for organizations that engage in Mutual Organizations

Mutual Savings Institutions

• US Nationwide Mutual Savings Bank List
• MassHome Directory of Massachusetts Banks

Mutual Alerts

• March 26, 2012 - AMB Chairman Marty Neat Reaches out to State Trade Groups for Support of H.R. 4217
• January 26, 2012 - Meeting with House Financial Services Committee Minority Staff

International Year of Cooperatives

United Nations Declares 2012 International Year of Cooperatives

On December 21, 2009, The United Nations General Assembly declared 2012 as the International Year of Cooperatives, highlighting the contribution of cooperatives to socio-economic development.  In adopting the resolution, the Assembly noted that cooperatives impact poverty reduction, employment generation and social integration.

For a copy of the full press release, click here.

Books

Change For  A Dollar, A History of First Savings and Loan
Ricky Smith, Chapel Hill Press Inc. 2011, Library of Congress Catalog Number 2011928281

This book was written by a president of a small mutual in the Piedmont region of North Carolina. It chronicles the life a 100 year old mutual S&LA and how it has made an indelible mark on the community it serves. While the author lays no claim to being a real life Jimmy Stewart, it is clear that the story of Bailey Building and Loan is not merely a figment of Hollywood’s imagination. It is a story repeated every day by hundreds of small mutual S&Ls throughout the country. However, unlike Bailey Building and Loan, todays mutuals must compete to serve their communities in a far more complex financial system. The title is a reminder that small towns and the associations that serve them have experienced many changes over the years. This story explains how a small financial institution has dealt with so many changes and thrived without sacrificing its core principles of mutuality. It recounts the history of both Mebane and First savings and how they have adapted to a more complex world. The author tells the story in style that is easy to read and is particularly appealing to readers who appreciate small town life and believe a few can make a difference for many.