[Congressional Bills 111th Congress]
[From the U.S. Government Publishing Office]
[H.R. 3291 Introduced in House (IH)]

111th CONGRESS
  1st Session
                                H. R. 3291

    To protect the rights of public shareholders of mutual holding 
   companies by promoting fair corporate governance procedures when 
 considering management or employee stock benefit plans, and for other 
                               purposes.


_______________________________________________________________________


                    IN THE HOUSE OF REPRESENTATIVES

                             July 22, 2009

 Mrs. Maloney introduced the following bill; which was referred to the 
                    Committee on Financial Services

_______________________________________________________________________

                                 A BILL


 
    To protect the rights of public shareholders of mutual holding 
   companies by promoting fair corporate governance procedures when 
 considering management or employee stock benefit plans, and for other 
                               purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Mutual Holding Company Beneficial 
Owners' Protection Act of 2009''.

SEC. 2. APPROVAL OF STOCK BENEFIT PLANS BY SHAREHOLDERS OF SAVINGS 
              ASSOCIATIONS.

    Section 10(o) of the Home Owners' Loan Act (U.S.C. 1467a(o)) is 
amended--
            (1) by redesignating paragraph (10) as paragraph (11); and
            (2) by inserting after paragraph (9) the following new 
        paragraph:
            ``(10) Approval by public shareholders.--
                    ``(A) In general.--No savings association or 
                savings and loan holding company that is a subsidiary, 
                directly or indirectly, of a mutual holding company 
                may--
                            ``(i) establish or implement any plan to 
                        award stock options or to provide stock or any 
                        interest therein as compensation or benefits 
                        to--
                                    ``(I) the management or employees 
                                of such association or savings and loan 
                                holding company; or
                                    ``(II) to the management or 
                                employees of any affiliate of such 
                                association or company; or
                            ``(ii) amend any plan of such savings 
                        association or savings and loan holding company 
                        for any purpose described in clause (i),
                without the approval of such plan or amendment by a 
                majority of the total votes eligible to be cast for 
                such plan or amendment, other than the votes eligible 
                to be cast by such mutual holding company or any 
                subsidiary of the company.
                    ``(B) Compliance.--Any provision of the charter or 
                bylaws of a savings association, savings and loan 
                holding company, or mutual holding company which has 
                the effect of excluding or preventing votes required 
                under subparagraph (A) with respect to the approval of 
                a plan or amendment shall be void and unenforceable.''.

SEC. 3. APPROVAL OF STOCK BENEFIT PLANS BY SHAREHOLDERS OF INSURED 
              DEPOSITORY INSTITUTIONS.

    Section 18 of the Federal Deposit Insurance Act (12 U.S.C. 1828) is 
amended by adding at the end the following new subsection:
    ``(y) Method of Approval of Stock Benefit Plans by Subsidiaries of 
Mutual Holding Companies.--
            ``(1) In general.--No insured depository institution that 
        is a subsidiary, directly or indirectly, of a mutual holding 
        company may--
                    ``(A) establish or implement any plan to award 
                stock options or to provide stock or any interest 
                therein as compensation or benefits to--
                            ``(i) the management or employees of such 
                        depository institution or company; or
                            ``(ii) to the management or employees of 
                        any affiliate of such depository institution or 
                        company; or
                    ``(B) amend any plan of such insured depository 
                institution for any purpose described in subparagraph 
                (A),
        without the approval of such plan or amendment by a majority of 
        the total votes eligible to be cast for such plan or amendment, 
        other than the votes eligible to be cast by such mutual holding 
        company or any subsidiary of the company.
            ``(2) Compliance.--Any provision of the charter or bylaws 
        of a insured depository institution or mutual holding company 
        which has the effect of excluding or preventing votes required 
        under paragraph (1) with respect the approval of a plan or 
        amendment shall be void and unenforceable.
            ``(3) Mutual holding company defined.--For the purposes of 
        this subsection, the term `mutual holding company' means a 
        corporation organized as a mutual holding company and operating 
        in mutual form.''.

SEC. 4. APPROVAL OF STOCK BENEFIT PLANS BY SHAREHOLDERS OF MUTUAL BANK 
              HOLDING COMPANY SUBSIDIARIES.

    Section 3(g) of the Bank Holding Company Act (12 U.S.C. 1842(g)) is 
amended by adding at the end the following new paragraph:
            ``(3) Approval by public shareholders.--
                    ``(A) In general.--Notwithstanding paragraph (2), 
                no bank holding company that is a subsidiary, directly 
                or indirectly, of a mutual holding company may--
                            ``(i) establish or implement any plan to 
                        award stock options or to provide stock or any 
                        interest therein as compensation or benefits 
                        to--
                                    ``(I) the management or employees 
                                of such bank holding company 
                                subsidiary; or
                                    ``(II) to the management or 
                                employees of any affiliate of such bank 
                                holding company subsidiary; or
                            ``(ii) amend any plan of such bank holding 
                        company subsidiary for any purpose described in 
                        subparagraph (A),
                without the approval of such plan or amendment by a 
                majority of the total votes eligible to be cast for 
                such plan or amendment, other than the votes eligible 
                to be cast by such mutual holding company or any 
                subsidiary of the company.
                    ``(B) Compliance.--Any provision of the charter or 
                bylaws of a bank holding company or mutual holding 
                company which has the effect of excluding or preventing 
                votes required under subparagraph (A) with respect to 
                the approval of a plan or amendment shall be void and 
                unenforceable.''.
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