Telephone and electronic participation at all board of directors, shareholder, and member meetings are allowed, a bulletin outlining an interim final rule (IFR) issued Monday by the federal regulator of national banks makes clear.
The IFR takes effect May 28; comments are due by July 13.
According to the Office of the Comptroller of the Currency (OCC) annual and special meetings of banks can be held via “telephonic or electronic participation of members and shareholders.”
The agency said its IFR does, however, require banks that allow such electronic participation to have procedures for the remote participation and provide banks with a choice of procedures to follow based on elected state corporate governance procedures, the Delaware General Corporation Law, or the Model Business Corporation Act.
The rule also, the agency said:
- codifies an OCC interpretation that permits national banks to provide for telephonic or electronic participation at board of directors’ meetings, and;
- updates OCC rules to clarify that all FSAs may provide for telephonic or electronic participation at board of directors’ meetings.
The agency added that it is also publishing optional model bylaw provisions for federal savings associations (FSAs) that permit telephonic and electronic participation as provided in this IFR. “Pursuant to OCC rules, if an FSA adopts a bylaw amendment that includes the language of the OCC’s optional bylaws without change and files the bylaw with the OCC within 30 days after adoption, the bylaw is effective upon adoption.
Director, Shareholder, and Member Meetings : Interim Final Rule