Each depositor insured to at least $250,000 per insured bank



Home > Regulation & Examinations > Bank Examinations > FDIC Enforcement Decisions and Orders




FDIC Enforcement Decisions and Orders

ED&O Home | Search Form | Text Search | ED&O Help



{{8-31-92 p.C-1133}}
   [10,269] In the Matter of Workingmens Co-operative Bank, Boston, Massachusetts, Docket No. FDIC-91-177b (6-27-91).

   Bank to cease and desist from such unsafe or unsound practices as operating with excessive volumes of adversely classified assets; operating with inadequate allowance for loan and lease losses; operating with inadequate capital; operating with inadequate liquidity; paying excessive cash dividends; operating with inadequate loan documentation; operating without proper accounting procedures; operating in violation of applicable laws or regulations; operating with management whose policies are detrimental to the Bank; and failing to provide adequate supervision over the Bank's affairs. (This order was terminated by order of the FDIC dated 6-11-92; see ¶ 15,462.)

   [.1] Allowance for Loan and Lease Losses—Establish/Maintain—Methods
   [.2] Capital—Tier 1 Capital—Increase/Maintain—Methods
   [.3] Loans—Risk Position—Reduction Plan Required
   [.4] Loan Policy—Written Revision—Minimum Requirements
   [.5] Loans—Extensions of Credit—Existing Borrowers—Curtail
   [.6] Funds Management—Written Policy—Minimum Requirements
   [.7] Dividends—Restricted
   [.8] Technical Exceptions—Eliminate/Correct
   [.9] Violations of Law—Eliminate/Correct
   [.10] Bank Operations—Internal Routine and Controls—Correct Deficiencies
   [.11] Accounting—Written Policy Required
   [.12] Management—Qualifications—Review
   [.13] Management—Management Plan—Minimum Requirements
   [.14] Board of Directors—Committee to Review Compliance with Cease and Desist Order
   [.15] Board of Directors—Election—Outside Directors Added
   [.16] Board of Directors—Meetings—Frequency
   [.17] Profit Plan—Minimum Requirements
   [.18] Compliance Reports—Frequency

In the Matter of

WORKINGMENS CO-OPERATIVE
BANK

BOSTON, MASSACHUSETTS
(Insured State Nonmember Bank)
ORDER TO CEASE AND DESIST

   Workingmens Co-operative Bank, Boston, Massachusetts ("Bank"), having been advised of its right to a Notice of Charges and of Hearing detailing the unsafe or unsound banking practices and violations of law and/or regulations alleged to have been committed by the Bank and of its right to a {{8-31-92 p.C-1134}}hearing on such alleged charges under section 8(b)(1) of the Federal Deposit Insurance Act ("Act"), 12 U.S.C. § 1818(b)(1), and having waived those rights, entered into a STIPULATION AND CONSENT TO THE ISSUANCE OF AN ORDER TO CEASE AND DESIST ("CONSENT AGREEMENT") with counsel for the Federal Deposit Insurance Corporation ("FDIC"), dated June 20, 1991, whereby solely for the purpose of settling this proceeding and without admitting any allegations or implications of fact or the existence of any unsafe or unsound banking practices or violations of law and/or regulations or any other grounds for issuance of an order under section 8(b) of the Act, the Bank consented to the issuance of an ORDER TO CEASE AND DESIST ("ORDER") by the FDIC.
   The FDIC considered the matter and determined that it had reason to believe that the Bank had engaged in unsafe or unsound banking practices and had violated laws and/or regulations. The FDIC, therefore, accepted the CONSENT AGREEMENT and issued the following:

ORDER TO CEASE AND DESIST
   IT IS HEREBY ORDERED that the Bank and its institution-affiliated parties, as that term is defined in section 3(u) of the Act, 12 U.S.C. § 1813(u), cease and desist from the following unsafe or unsound banking practices and violations of law and/or regulations;

       (a) operating with an excessive volume of adversely classified assets, which results in inadequate operating income and excessive loan losses;
       (b) operating with an inadequate allowance for loan and lease losses for the volume, kind and quality of loans held;
       (c) operating with inadequate capital for the kind and quality of assets held;
       (d) operating with inadequate liquidity;
       (e) paying excessive cash dividends in relation to the Bank's net income and/or capital position;
       (f) operating with deficient or inadequate loan documentation, including but not limited to current financial statements, and cash flow and/or operating information;
       (g) operating without proper accounting procedures and internal routine and controls;
       (h) engaging in violations of applicable laws and regulations;
       (i) operating with management whose policies and practices are detrimental to the Bank; and,
       (j) failing to provide adequate supervision and direction over the affairs of the Bank to prevent unsafe or unsound practices and violations of law and/or regulation.
   IT IS FURTHER ORDERED that the Bank and its institution-affiliated parties take affirmative action as set forth below. Solely for purposes of enforcement of this Order under section 8(i) of the Act, 12 U.S.C. § 1818(i), the Bank and its institution-affiliated parties will not be deemed to be in violation of paragraphs (a) through (j) above, except to the extent that the Bank is not in compliance with the following provisions:
   [.1] 1. (a) Within ten (10) days from the effective date of this ORDER, the Bank shall have increased the total amount of its allowance for loan and lease losses ("Reserve") and specific reserves for other real estate owned and acquisition, development and construction equity ventures existing as of July 2, 1990 by an aggregate amount of $8,000,000 at a minimum.
   (b) Immediately after complying with paragraph 1(a), the Bank: (1) shall eliminate from its books, by charge-off (which shall include the establishment of specific reserves) or collection, all assets or portions of assets classified "Loss" in the July 2, 1990 FDIC Report of Examination ("Examination"); and (2) shall either (A) eliminate from its books by charge-off (which shall include the establishment of specific reserves) or collection, or (B) if the asset is an extension of credit or lease, increase its Reserve by an amount equal to fifty (50.0) percent of those assets or portions of assets classified "Doubtful" in the Examination, which have not been previously collected or charged off. Reduction of these assets through use of proceeds of loans made by the Bank, other than to qualified third party borrowers, does not constitute "collection" or "elimination" for the purpose of this paragraph.
   (c) Thereafter, the Bank shall maintain its Reserve in accordance with the prevailing requirements of the Instructions for the Reports of Condition and Income {{8-31-91 p.C-1135}}("Instructions"). Toward this end, within sixty (60) days from the effective date of this ORDER, the Bank's Board of Directors, with the assistance of management, shall establish a comprehensive policy for determining the adequacy of the Bank's Reserve. The policy shall provide for a review of the Reserve at least once each calendar quarter. The review should focus on the results of the Bank's internal loan review, loan loss experience, trends of delinquent and non-accrual loans, an estimate of potential loss exposure on significant credits, concentrations of credit, and present and prospective economic conditions. Review of other real estate and exposure therein shall be undertaken along the same lines as the aforementioned loan portfolio review. The adequacy of the Reserve in relation to the loss potential in the loan portfolio will be reviewed by the Board of Directors and adjustments to the Reserve will be made accordingly. Details of these reviews will be incorporated into the minutes of the Board of Directors, including the factors considered and/ or methodology used to determine the adjustments made.
   (d) Reports of Condition and Income required to be submitted by the Bank as of each Report date, as that term is used in the Instructions, between and including June 30, 1990 and the effective date of this ORDER, shall, at a minimum, reflect a Reserve that should have been maintained in accordance with the Instructions. If necessary to comply with this paragraph 1(d), the Bank shall file amended Reports of Condition and Income within ten (10) days from the effective date of this ORDER.
   (e) Prior to the submission of any Report of Condition or Report of Income required to be filed by the Bank after the effective date of this ORDER, the Board of Directors of the Bank shall: (1) review the adequacy of the Bank's Reserve, (2) provide for an adequate Reserve, and (3) cause the Bank to accurately report the Reserve in any such Report of Condition and Income. The minutes of the Board meeting at which such review is undertaken shall indicate the results of the review, including any increases in the Reserve, and the basis for determining the amount of the Reserve provided.

   [.2] 2. (a) (i) The Bank's Board of Directors will take all steps necessary to increase, within twelve (12) months from the effective date of this ORDER, the Bank's Tier 1 capital to a level at or in excess of five (5.0) percent of the Bank's total assets ("Tier 1 leverage capital ratio") and shall continue to maintain its Tier 1 leverage capital ratio at or above such level until twenty-four (24) months from the effective date of this ORDER. The Bank's Board of Directors will take all steps necessary to increase, within twenty-four (24) months from the effective date of this ORDER, the Bank's Tier 1 leverage capital ratio to a level of at least six (6.0) percent and shall continue to maintain its Tier 1 leverage capital ratio at or above such level while this ORDER is in effect. Toward this end, the Bank shall develop a Capital Plan which will be submitted to the Regional Director of the FDIC's Boston Regional Office ("Regional Director") and the Commissioner of Banks for the Commonwealth of Massachusetts ("Commissioner") for approval within sixty (60) days from the effective date of this ORDER. The Capital Plan should address both internal and external sources of capital augmentation, including capital infusions, retention of earnings, restrictions of asset growth and asset sales.
   (i) For purposes of this ORDER, the terms "Tier 1 capital" and "total assets" shall have the meanings ascribed to them in the revised Part 325 of the FDIC's Rules and Regulations, 12 C.F.R. Part 325, which became effective April 10, 1991.
   (b) In calculating the Bank's Tier 1 leverage capital ratio under paragraph 2(a) initially, the Bank shall first comply fully with paragraphs 1(a) and (b) of this ORDER. Thereafter, such ratio and its component parts shall be determined only after the Bank has made such additions to its Reserve so as to bring the Reserve into compliance with the prevailing requirements of the Instructions and charged off any losses identified subsequent to the Examination.
   (c) Any increase in the Tier 1 leverage capital ratio made by the Bank in order to {{8-31-91 p.C-1136}}meet the requirements of paragraph 2(a) of this ORDER may be accomplished by:

       (i) the retention of earnings;
       (ii) the sale of new offerings of common stock or perpetual preferred stock;
       (iii) the sale or transfer of existing shares of the Bank's shareholder(s) to an acquirer or acquirers who or which will contribute the required increase in capital to the Bank, or a portion thereof;
       (iv) the direct contribution of cash by the Bank's shareholder(s) and/or its directors;
       (v) the collection of all or part of assets classified: (A) "Loss" in the Examination, without loss or liability to the Bank, or (B) "Doubtful" in the Examination, without further or additional loss or liability to the Bank, provided that any collection on such assets shall first be applied to that portion of the asset which was not charged off pursuant to paragraph 1 of this ORDER. Reductions to loans and leases classified "Loss" and "Doubtful" shall first be credited to the remaining balance outstanding with regard to such loans and leases and the remainder, if any, then to the Reserve and, if the Board of Directors' review of the adequacy of the Reserve required by paragraph 1 of this ORDER indicates that the Reserve has a balance in excess of that required for adequacy, any such excess may be transferred to equity capital through a negative provision to the Reserve;
       (vi) the collection in cash of assets previously charged off;
       (vii) any combination of the above means; or,
       (viii) any other means acceptable to the Regional Director and the Commissioner.
No provision(s) of this ORDER, in particular paragraph 2(c)(iv) above, shall be construed or interpreted to imply, suggest or state any obligation on the part of the Directors of the Bank to personally contribute cash of other assets to the Bank for the purpose of complying with the capital augmentation requirements of this ORDER.
   (d) If, after having achieved the six (6.0) percent Tier 1 leverage capital ratio specified in paragraph 2(a)(i), such ratio declines below six (6.0) percent, the Bank, within sixty (60) days after the month end during which said ratio so declined, shall submit a written plan to the Regional Director and the Commissioner for increasing such ratio up to or in excess of six (6.0) percent within a period of time to be determined by the Regional Director and the Commissioner. Thereafter, the Bank shall continue to maintain its Tier 1 leverage capital ratio at or in excess of such level as calculated herein while this ORDER is in effect. Upon approval by the Regional Director and the Commissioner, the Bank shall immediately implement the written plan.
   (e) In addition to the requirements of paragraphs 2(a)-(d), the Bank shall comply with the FDIC's Statement of Policy on Risk-Based Capital found in Appendix A to Part 325 of the FDIC Rules and Regulations, 12 C.F.R. Part 325, App. A.
   (f) If all or part of any increase in capital made by the Bank in order to meet the requirements of this paragraph 2 involves an offering, other than an offering deemed not to be a public securities offering pursuant to 17 C.F.R. section 230.506 or as hereafter amended, of the Bank's securities (including a distribution limited only to the Bank's existing shareholders), the Bank shall prepare detailed offering materials fully describing the securities being offered, including an accurate description of the financial condition of the Bank and of this ORDER as well as the circumstances giving rise to the offering, and any other material disclosures necessary to comply with the Federal securities laws. Prior to the sale of the securities, and, in any event not less than twenty (20) days prior to the dissemination of such materials, the materials used in the sale of the securities shall be submitted to the FDIC, Registration and Disclosure Section, Washington, D. C. 20429, for review. Any changes requested to be made in the materials by the FDIC shall be made prior to their dissemination.
   (g) In complying with the provisions of paragraph 2(f) of this ORDER, the Bank shall provide to any subscriber and/or prospective purchaser of Bank stock, prior to the sale of the securities, written notice of any planned or existing development or other change which is materially different from the information reflected in any offering materials used in connection with {{8-31-91 p.C-1137}}the sale of Bank securities. The written notice required by this paragraph 2(g) shall be furnished within ten (10) calendar days from the date such material development or change was planned or occurred, whichever is earlier, to every purchaser and/or subscriber of Bank stock who received or was tendered the information contained in the Bank's original offering materials.
   (h) The Bank's Board of Directors shall maintain in its minutes a written record of all actions taken by the Bank to comply with the capital requirements of paragraphs 2(a) through 2(g) of this ORDER, including at a minimum, any action to increase its Tier 1 capital by each of the methods specified in paragraphs 2(c)(i) through 2(c)(viii) of this ORDER.

   [.3] 3. (a) Within sixty (60) days from the effective date of this ORDER, the Board of Directors, with the assistance of management, shall develop a written plan of action to lessen the Bank's risk position with respect to each borrower who or which had an outstanding principal balance of debt owed to the Bank of $250,000 or more, or each acquisition, development and construction equity venture ("ADC") or parcel of other real estate of such amount, which was classified "Substandard" or "Doubtful," in whole or in part, in the Examination. In developing such a plan, the Bank shall, at a minimum:

       (i) review the financial position of each such borrower, including source of repayment, repayment ability, and alternative repayment sources; and,
       (ii) evaluate the available collateral for each such credit, including possible actions to improve the Bank's collateral position.
Based upon such review and evaluation, the written plan of action shall also: (A) establish target dollar levels to which the Bank shall reduce the aggregate dollar volume of such "Substandard" or "Doubtful" classifications within six (6) and twelve (12) months from the effective date of this ORDER; and (B) provide for the submission of written monthly progress reports on such classified assets to the Bank's Board of Directors for review and notation in the Board minutes. Such information shall be in the form of Exhibit A attached hereto, or in any other form that includes such information as is contained in said Exhibit A. As used in this paragraph 3, "reduce" means to (1) collect, (2) charge off, or (3) improve the quality of such assets so as to warrant removal of any adverse classification by the FDIC and the Commissioner. Payment of loans with the proceeds of other loans made by the Bank, other than loans to qualified third party borrowers, will not constitute "reduction" or "collection" for purposes of this ORDER.
   (b) The written plan of action described by paragraph 3(a) shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written plan of action, taking into consideration any comments received from the Regional Director and/or the Commissioner within such thirty-day period, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/ or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the written plan of action and/or any subsequent modification.

   [.4] 4. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall revise its written loan policy, which revision shall include, at a minimum:

       (i) specific definitions for loan mix, particularly in regard to construction loan portfolio weight;
       (ii) reduction of the Bank's loans to assets ratio, inclusive of ADC equity ventures, to 80%;
       (iii) specific guidelines for the reduction of loans and equity ventures to comply with the limit set forth in paragraph 4(a)(ii); and,
       (iv) improvement of appraisal stand- {{8-31-91 p.C-1138}}ards criteria to conform with the current FDIC Statement of Policy on appraisal standards and Part 323 of the FDIC Rules and Regulations, 12 C.F.R. Part 323.
   (b) The revised written loan policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the revised written loan policy, taking into consideration any comments received from the Regional Director and/or the Commissioner within such thirty-day period, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the revised written loan policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the revised written loan policy and/or any subsequent modification thereto.

   [.5] 5. The Bank shall not extend or renew, directly or indirectly, credit to, or for the benefit of, any borrower who has a loan or other extension of credit with the Bank that has been charged off or classified, in whole or in part, "Loss," "Doubtful," or "Substandard," and is uncollected, unless a majority of the Bank's Board of Directors first (1) determines that such advance is in the best interest of the Bank, (2) determines that the Bank has satisfied the requirements set out in paragraph 3 of this ORDER as to such borrower, if applicable, and (3) approves such advance. A written record of the Board of Directors' determination and approval of any advance under the terms of this paragraph 5 shall be maintained in the credit file of the affected borrower(s) as well as the minutes of the Board of Directors. Notwithstanding the foregoing provisions, this ORDER shall not require such approvals by the Board of Directors for extensions of credit made pursuant to legally binding contractual commitments entered into by the Bank prior to the effective date of this ORDER.

   [.6] 6. (a) Within sixty (60) days from the effective date of this ORDER, the Bank shall develop a written funds management policy which shall include, at a minimum:

       (i) the Bank's liquidity needs and plans for insuring that such needs are met on an ongoing basis;
       (ii) monitoring of the interest rate sensitivity of present investments and deposits, and projections of the types of investments and deposits to improve such liquidity position; and,
       (iii) coordination of the Bank's loan, investment, operating, and budget and profit planning policies with the written funds management policy.
   (b) The written funds management policy shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written funds management policy, taking into consideration any comments received from the Regional Director and/or the Commissioner within such thirty-day period, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written funds management policy may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall follow the written funds management policy and/or subsequent modification thereto.

   [.7] 7. The Bank shall not pay or declare any dividends without the prior written consent of the Regional Director and the Commissioner.

   [.8] 8. (a) Within sixty (60) days from the effective date of this ORDER, the Bank {{8-31-91 p.C-1139}}shall correct the remediable technical exceptions on loans noted on page 2-e of the Examination.
   (b) Within sixty (60) days from the effective date of this ORDER, the Bank shall formulate and implement a plan to reduce the concentrations, exclusive of the industry concentration, as noted on pages 2-b of the Examination, to less than twenty-five (25.0) percent of the Bank's equity capital and its Reserve and to reduce the industry concentration to less than one hundred (100.0) percent of the Bank's equity capital and its Reserve.
   (c) Within sixty (60) days from the effective date of this ORDER, the Bank shall correct the remediable deficiencies in the loans listed for "Special Mention" on page 2-c of the Examination.

   [.9] 9. Within sixty (60) days from the effective date of this ORDER, the Bank shall eliminate and/or correct all remediable violations of law and regulations committed by the Bank as described on page 6–1 of the Examination.

   [.10] 10. Within ninety (90) days from the effective date of this ORDER, the Bank shall eliminate and/or correct all internal routine and control deficiencies noted on page 6-b of the Examination.

   [.11] 11. Within ten (10) days from the effective date of this ORDER, the Bank shall institute accounting procedures, consistent with generally accepted accounting principals, which specifically address those deficiencies noted on pages 1–3 and 6-b-1 of the Examination.

   [.12] 12. (a) Within one hundred twenty (120) days from the effective date of this ORDER, the Bank shall have and retain qualified management. The qualifications of management shall be assessed on its ability to accomplish the following:

       (i) compliance with the requirements of this ORDER;
       (ii) operation of the Bank in a safe and sound manner;
       (iii) compliance with applicable laws and regulations; and,
       (iv) restoration of all aspects of the Bank to a safe and sound condition, including asset quality, capital adequacy, earnings, management effectiveness and liquidity.
   During the life of this ORDER, the Bank shall notify the Regional Director and the Commissioner in writing of any changes in management, at the position of Vice President or above. The notification must include the names and background of any replacement personnel and must be provided prior to the individual's assuming the new position.

   [.13] (b) Toward this end, within ninety (90) days from the effective date of this ORDER, the Board of Directors shall develop, with such assistance from the Bank's management or any outside consultants as the Board may deem appropriate, a written analysis and assessment of the Bank's management and staffing needs ("management plan"), which shall include, at a minimum:

       (i) identification of both the type and number of officer positions needed to manage and supervise properly the affairs of the Bank;
       (ii) identification and establishment of such Bank committees as are needed to provide guidance and oversight to active management;
       (iii) evaluation of each Bank officer (vice president and above) to determine whether these individuals possess the ability, experience and other qualifications required to perform present and anticipated duties, including adherence to the Bank's established policies and practices, and maintenance of the Bank in a safe and sound condition; and,
       (iv) a plan of action to recruit and hire any additional or replacement personnel with the requisite ability, experience and other qualifications, which the Board of Directors determines are necessary to fill Bank officer or staff member positions consistent with the Board's analysis, evaluation and assessment as provided in paragraphs 12(b)(i) and 12(b)(iii) of this ORDER.
   (c) The written management plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written management plan, taking into consideration any comments received from the Regional Director and/or the Commissioner within such thirty-day period, and such {{8-31-91 p.C-1140}}approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written management plan may be made only after giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers and employees shall implement and follow the written management plan and/or any subsequent modification thereto.

   [.14] (d) (i) The written management plan shall also include the requirement that the Board of Directors of the Bank, or a committee or committees thereof consisting of not less than a majority of Board members who are independent with respect to the Bank, provide supervision over lending, investment and operating policies of the Bank sufficient to ensure that the Bank complies with the provisions of this ORDER.

   [.15] (ii) At or before the next meeting of the shareholders of the Bank, and at or before each succeeding meeting of the shareholders at which Bank directors are to be elected, the members of the Board of Directors shall inform the directors of the bank holding company that they support the election of candidates to the Board of Directors who are independent with respect to the Bank, in such number as is necessary to cause a majority of the Board of Directors to be and to remain independent with respect to the Bank.
   (iii) For purposes of this ORDER, an individual who is "independent with respect to the Bank" shall be any individual (1) who is not an officer of the Bank and who does not own more than five (5.0) percent of the outstanding shares of the Bank, (2) who is not related by blood, marriage or common financial interest to an officer of the Bank or to any stockholder owning more than five (5.0) percent of the Bank's outstanding shares, and (3) who is not indebted to the Bank, directly or indirectly (including the indebtedness of any entity in which the individual has a substantial financial interest), in an amount exceeding five (5.0) percent of the Bank's total equity capital and its Reserve.

   [.16] (e) The Bank's Board of Directors shall meet at least monthly. The Board shall prepare in advance and shall follow a detailed written agenda at each meeting, which shall include consideration of actions of any committees. A chronological file of all written agendas shall be maintained. Notwithstanding the foregoing, the Board shall not be precluded from considering matters other than those contained in the agenda. Detailed written minutes of all Board meetings shall be maintained and recorded on a timely basis.

   [.17] 13. (a) Within ninety (90) days from the effective date of this ORDER, the Bank shall develop a written profit plan consisting of goals and strategies for improving the earnings of the Bank, which written profit plan shall include, at a minimum:

       (i) identification of the major areas in, and means by which the Board of Directors will seek to improve the Bank's operating performance;
       (ii) realistic and comprehensive budgets;
       (iii) a budget review process to monitor the income and expenses of the Bank to compare actual figures with budgetary projections;
       (iv) a description of the operating assumptions that form the basis for, and adequately support, projected income and expense components; and,
       (v) a review and establishment of the appropriateness of salary and benefits, including bonuses.
   (b) The written profit plan shall be submitted to the Regional Director and the Commissioner for review and comment. No sooner than thirty (30) days, but under no circumstances more than sixty (60) days after such submission, the Board of Directors shall approve the written profit plan, taking into consideration any comments received from the Regional Director and/or the Commissioner within such thirty-day period, and such approval shall be recorded in the minutes of the Board of Directors. Subsequent modifications to the written profit plan may be made only after {{10-31-92 p.C-1141}}giving the Regional Director and the Commissioner written notice of the proposed modification, and after consideration of any responsive comments submitted by the Regional Director and/or the Commissioner within thirty (30) days from their receipt of the notice of proposed modification. No such modification shall become effective until approved by the Board of Directors, and such approval shall be recorded in the minutes of the Board of Directors. The Bank, its directors, officers, and employees shall follow the written profit plan and/or any subsequent modification thereto.

   [.18] 14. The Bank shall furnish written progress reports to the Regional Director and the Commissioner detailing the form and manner of any action taken to secure compliance with this ORDER and the results thereof. The initial report will be due July 31, 1991 for the calendar quarter ended June 30, 1991. Thereafter, subsequent reports are due within thirty (30) days from the end of each calendar quarter. In addition, the Bank shall furnish such reports on request of either the Regional Director or the Commissioner. All progress reports and other written responses to this ORDER shall be reviewed by the Board of Directors of the Bank and made a part of the minutes of the Board meeting.
   This ORDER shall become effective ten (10) days from the date of its issuance.
   The provisions of this ORDER shall be binding upon the Bank and its institution-affiliated parties.
   This ORDER has been reviewed and concurred in by the Commissioner.
   This ORDER supersedes and replaces the Memorandum of Understanding dated August 22, 1989, among the Board of Directors, the Regional Director and the Commissioner, which is of no further force or effect.
   The provisions of this ORDER shall remain effective and enforceable except to the extent that, and until such time as, any provisions of this ORDER shall have been modified, terminated, suspended, or set aside by the FDIC.
   Dated at Needham, Massachusetts this 27th day of June, 1991.
   Pursuant to delegated authority.

ED&O Home | Search Form | Text Search | ED&O Help

Last Updated 6/6/2003 legal@fdic.gov