On 5/26/2020, the OCC issued Bulletin 2020-55 to clarify that national banks and federal savings associations may permit telephonic and electronic participation at all board of directors, shareholder, and, as applicable, member meetings. Specifically, the interim final rule:
permits banks to provide for telephonic or electronic participation of members and shareholders, as applicable, at both annual and special meetings.
requires banks that permit telephonic and electronic participation at member or shareholder meetings to have procedures for this remote participation and provides 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.
codifies an OCC interpretation that permits national banks to provide for telephonic or electronic participation at board of directors meetings.
updates OCC rules to clarify that all FSAs may provide for telephonic or electronic participation at board of directors meetings.
The interim final rule was effective on May 28, 2020 and comments must be received no later than July 13, 2020.
The interim final rule can be found here.
The OCC Bulletin 2020-55 can be found here.