Bylaws of the Federal Reserve Bank of
St. Louis

(As amended effective July 31, 2022)

ARTICLE I - BOARD OF DIRECTORS

Section 1. Powers.

The business of the Bank shall be conducted under the supervision and control of its Board of Directors as prescribed in the Federal Reserve Act, subject to the supervision vested by law in the Board of Governors of the Federal Reserve System. Establishment of rates of discount shall be an item of business at each regular meeting of the Board of Directors.

Branch offices shall be operated under the supervision of a board of directors of that Branch office, subject to the direction and control of the Bank and such rules as the Board of Governors may prescribe. The Bank’s Board of Directors shall prescribe Branch bylaws regulating the manner in which the Branch board of directors may conduct business of the Branch board. The Branch board shall consist of seven members or five members, as may be determined by the Bank’s Board of Directors. Four members of a seven-member board and three members of a five-member board shall be appointed by the Bank’s Board of Directors. The Board of Governors shall appoint the remainder of the Branch board members.

Semi-annual approval of dividends shall be an item of business at a regular meeting before the dividend payments to member financial institutions as required by law. The following items shall be considered annually, no later than the last regular meeting of the calendar year (or at such other times as circumstances may require): authorization for contingency discount window operations; delegation of authority to establish discount rates during an emergency; election of Executive Committee members for the next calendar year; election of FOMC representatives; appointment of branch office directors; and appointment of a representative to the Federal Advisory Council. The powers of the Board of Directors as set forth in the Bylaws are delegable at the discretion of the directors, subject to applicable law and any other provision of these Bylaws prohibiting such delegation. The powers and duties of the Board of Directors shall not extend to those activities falling exclusively within the statutory authority of the Board of Governors of the Federal Reserve System, including but not limited to activities pertaining to supervision and regulation of financial institutions.

Section 2. Qualifications and Vacancies.

All directors shall be citizens of the United States and shall meet such other qualifications required by law and the rules of the Board of Governors of the Federal Reserve System. Prior to the expiration of the term of office of any Class A or Class B director and as soon as practicable after the occurrence of any vacancy in the Class A or Class B membership of the Board of Directors, the Chair shall take such steps as may be necessary to cause an election to be held in the manner provided by law. Prior to the expiration of the term of office of any Class C director and as soon as practicable after the occurrence of any vacancy in the Class C membership of the Board of Directors, the Chair shall take such steps as may be necessary to cause an appointment of a Class C director by the Board of Governors of the Federal Reserve System.

Section 3. Meetings.

There shall be a regular meeting of the Board of Directors in eight months of the year as scheduled by the Chair during the prior calendar year. The directors may at any meeting dispense with or agree to a different date for any succeeding regular meeting of the Board of Directors. The Chair may call a special meeting at any time and shall do so upon the written request of any three directors or of the President. No notice need be given of regular meetings. Notice of the time and place of special meetings shall be given by telephone or in writing a reasonable time before the date of the meeting, except that in an emergency, notice may be given in any manner and at any time which is reasonable under the circumstances. Notice of any special meeting may be omitted if notice is waived in writing by each of the directors. Unless the Chair shall otherwise direct, meetings shall be held at the Bank.

Section 4. Quorum and Manner of Acting.

  1. All matters other than supervisory matters. A majority of the directors shall constitute a quorum for the transaction of business.  Action by the Board of Directors shall be upon the vote of a majority of the directors present at any meeting at which a quorum is present.  Less than a quorum may adjourn from time to time until a quorum is in attendance. Action may also be taken through unanimous written consent of the directors.
  2. Action by Virtual Meeting. Action by the Board of Directors or by any committee of the Board of Directors may be by virtual meeting, as long as each participant in the virtual meeting can hear every other participant. As used in these Bylaws, a virtual meeting means a meeting by any electronic, telephonic, or other means pursuant to which each participant in the meeting is able to hear every other participant. 
  3. Supervisory matters. For the purposes of action by the Board of Directors, supervisory matters are defined as: (i) the approval of the annual budget for the banking supervision and regulation activities of the Bank, and (ii) the appointment and compensation of the Bank’s senior officer (below the rank of President) with responsibility for supervision and regulation. Class A directors shall not vote on supervisory matters, although they may be counted to determine whether a quorum of directors is present for the transaction of business at a meeting at which supervisory matters are considered. Action by the Board of Directors on supervisory matters shall be upon a vote of a majority of the Class B directors who are not affiliated with a thrift holding company that is supervised by the Federal Reserve and Class C directors present at such meeting.

Section 5. Chair and Deputy Chair.

The Chair shall preside at all meetings at which he or she is present. In the absence or disability of the Chair, the powers and duties of the Chair shall be exercised and performed by the Deputy Chair. In the absence of both the Chair and Deputy Chair, the remaining Class C director shall preside at meetings of the Board of Directors. When no Class C director is present, the directors may elect a Chair pro tem.

Section 6. Special Committees.

In addition to the committees listed in Articles II - V, the business of the Bank may be referred by the Board of Directors to special committees. Special committees shall exercise such powers as delegated by the Board of Directors. The Chair shall appoint the members of special committees.

Section 7.  Fees and Expenses.

In keeping with Board of Governors and Bank policies, directors shall be paid any annual retainers quarterly, in advance, and shall be paid per meeting fees for those days on which they conduct business on behalf of the Bank. Directors shall be reimbursed for reasonable expenses incurred in connection with their Bank service. The Chair shall determine in the Chair’s sole discretion the amount of any additional compensation to be paid to any director (including branch directors) for extraordinary service to the Bank.

Section 8. Director Conduct Following Retirement, Resignation or Removal.

Directors play a critical role in the effective functioning of the Federal Reserve by providing a link between the System and the public.  This role continues beyond the years of service on Reserve Bank or Branch boards because of a director’s special connection to the System.  To ensure maintenance of public confidence in the System, including preserving the political independence of the System, directors are expected for three years following a director’s retirement, resignation, or removal, to continue to avoid any political activity that would publicly identify a former director’s affiliation with the Federal Reserve System or would embarrass the System or raise questions about the nonpartisan nature of the Federal Reserve.  This includes refraining from serving as an officer, director, member of the governing committee or representative on a PAC or other similar entity that raises or assists in raising funds for political activities, as well as from hosting, sponsoring, or speaking at any political fundraising or campaign event.

ARTICLE II - EXECUTIVE COMMITTEE

Section 1. Powers.

Subject to the supervision and control of the Board of Directors, as set forth in Article I, Section 1, the Executive Committee shall, between meetings of the Board of Directors, have power to direct the business of the Bank and to exercise all the power and authority vested by law in the Board of Directors insofar as such power and authority lawfully may be delegated to the Committee, including (without limitation) the authority to establish discount rates.

Section 2. Appointment and Quorum.

The Executive Committee shall consist of the Chair and two or more directors chosen by the Board of Directors who shall serve during the pleasure of the Board of Directors or for terms fixed by it. Any other directors may be invited to participate in the meetings of the Committee, and while so participating shall be members of the Committee for all purposes, including the constitution of a quorum. Any two directors shall constitute a quorum for the transaction of business, and action of the Committee shall be upon the vote of a majority of the directors participating in any meeting of the Committee at which a quorum is present.

Section 3. Meetings.

Regular meetings of the Committee shall be held on alternate Thursdays following each meeting of the Board of Directors until the next meeting of the Board of Directors, except that when a meeting date would fall on a legal holiday, the meeting shall be held on such other day as designated by the Chair. The Chair may call a special meeting at any time. Notice of meetings shall be given in any manner and at any time which is reasonable under the circumstances. Unless the Chair shall otherwise direct, meetings of the Committee shall be held virtually in accordance with Article I, Section 4.B. Minutes of Executive Committee meetings shall be submitted to members of the Board of Directors at or prior to its next succeeding meeting.

ARTICLE III - AUDIT COMMITTEE

Section 1. Powers.

The Audit Committee shall have primary responsibility for maintaining contact with the General Auditor and shall satisfy itself that appropriate audit programs and procedures are maintained, and that the General Auditor has proper official status and sufficient staff, both numerically and qualitatively, to discharge the responsibilities of his or her office. The Committee shall, subject to approval of the Board of Directors, adopt a written charter specifying its duties. The Board of Directors shall review the charter at least triennially. The Committee shall evaluate the effectiveness and independence of the internal audit function of the Bank. The Committee shall receive the reports and recommendations of the General Auditor and report as deemed appropriate to the Board of Directors.

Section 2. Appointment and Quorum.

The Chair shall appoint, annually, an Audit Committee consisting of at least three directors, one of whom shall be designated by the Chair to serve as the Committee Chair. Vacancies in the membership of the Committee may be filled from time to time by the Chair of the Board of Directors. Any two members of the Committee shall constitute a quorum.

Section 3. Meetings.

Regular meetings of the Committee shall be held at such times as the Committee may designate. Special meetings may be called from time to time by the Committee Chair. Meetings of the Committee may be held virtually in accordance with Article I, Section 4.B. The General Auditor or his or her designee shall act as secretary of the Audit Committee and shall keep minutes of the meetings unless members present elect an acting secretary.

ARTICLE IV - GOVERNANCE AND OPERATIONS COMMITTEE

Section 1. Powers.

The Governance and Operations Committee shall, subject to the supervision and control of the Board of Directors, consider matters pertaining to the material activities of the Bank, its human resources policies and practices, and shall review the practices of the Board of Directors and its committees. The Committee shall determine the procedures by which officers of the Bank, other than the President, First Vice President and General Auditor, shall be appointed and their salaries established. The Committee shall, subject to approval of the Board of Directors, adopt a written charter specifying its duties. The Board of Directors shall review the charter at least triennially. Reports and recommendations of the Committee shall be submitted to the Board of Directors.

Section 2. Appointment and Quorum.

The Chair shall appoint, annually, a Governance and Operations Committee consisting of at least three directors. The Deputy Chair will be a member of the committee ex officio and shall serve as the Committee Chair. Vacancies in the membership of the Committee may be filled from time to time by the Chair. Any two members of the Committee shall constitute a quorum.

Section 3. Meetings.

Regular meetings of the Committee shall be held at such times as the Committee may designate. Special meetings may be called from time to time by the Committee Chair. Meetings of the Committee may be held virtually in accordance with Article I, Section 4.B.

ARTICLE V - DISCOUNT COMMITTEE

Section 1. Powers.

Subject to the supervision and control of the Board of Directors, the Discount Committee shall have power to authorize, ratify, or approve discounts and advances in the manner and to the extent permitted by law and the regulations of the Board of Governors. The Committee shall, subject to approval of the Board of Directors, adopt a written charter specifying its duties.  The Board of Directors shall review the charter at least triennially.  The Discount Committee shall report at least annually to the Board of Directors.

Section 2. Appointment and Quorum.

There shall be a Discount Committee appointed consisting of at least three senior Bank officers, including the President, the First Vice President, and such other officers as may be designated by the President from time to time. The President shall serve as the Committee Chair. Three members shall constitute a quorum.

Section 3. Meetings.

Meetings of the Committee shall be held at such time as determined by the President. Meetings of the Committee may be held virtually in accordance with Article I, Section 4.B. The senior officer (below the rank of First Vice President) with responsibility for the Bank's credit risk management function, or his or her designee, shall act as secretary of the Discount Committee and shall keep minutes of the meetings. The Committee Secretary shall maintain a current list of Discount Committee members. 

Section 4. Contingency Discount Window Operations.

The Board of Directors shall annually authorize by resolution the appointment of such other Federal Reserve Bank of Banks as it deems advisable to act with the full power and authority of the Federal Reserve Bank of St. Louis and the Discount Committee to extend credit on its behalf and on its books, to manage and administer such extensions of credit, and to perform related credit and risk management functions, under such circumstances and subject to such conditions as the Board of Directors may prescribe. 

ARTICLE VI - OFFICERS

Section 1. Appointment.

  1. The Board of Directors shall, subject to the approval of the Board of Governors, on or before March 1 of each year ending in a "1" or a "6," appoint a President and a First Vice President, each for a term of five years commencing on March 1 of the year of appointment. In case a vacancy occurs during the five-year term, appointment to fill the vacancy shall be made for the unexpired portion of the term and shall be subject to the approval of the Board of Governors. The President and First Vice President shall be appointed and reappointed based upon an affirmative vote of a majority of the Class B and Class C directors present at a meeting at which a quorum of directors is present. The Class A directors shall not vote on the appointment or reappointment of the President or First Vice President, although they may be counted in determining whether a quorum is present at a meeting at which such a vote is taken. Class B directors who are affiliated with a thrift holding company that is supervised by the Federal Reserve may participate in the appointment of the Reserve Bank president or first vice president only to the same extent as a Class A director.
  2. The Board of Directors shall determine the manner in which other officers of the Bank shall be appointed and their salaries established. A person may not hold other office while serving as President or First Vice President, or as an officer in the Audit Department, but otherwise a person may be appointed to more than one office at a given time.

Section 2. President.

Subject to the supervision and control of the Board of Directors, the President shall be the chief executive officer of the Bank and, except as provided in Section 5 of this Article, all other officers and all employees of the Bank shall be responsible to him or her. Subject to Section 1, hereof, the President and officers authorized by the President shall have the following powers:

  1. to appoint, hire, promote and prescribe the duties of other officers and of agents and employees of the Bank where such duties are not prescribed specifically by law, the Board of Directors, or the Bylaws;
  2. to execute contracts and other documents on behalf of the Bank and to authorize other officers and employees of the Bank to do the same;
  3. to establish the rate at which discounts and advances may be made, and to designate others to act in the event the President is unavailable to do so, (i) in the event the Board of Directors or the Executive Committee is not available to establish a primary credit rate, and, (ii) there is a significant disruption to the U.S. money markets resulting from an act of war, state of war whether declared or undeclared, armed aggression resisted by any armed forces, military or terrorist attack, natural disaster, or other catastrophic event; and, 
  4. to appoint such committees of officers of the Bank and others as he or she may from time to time deem advisable, and to prescribe the powers and duties of such committees where such powers and duties are not prescribed specifically by the Board of Directors.

The President or other authorized officers may suspend or remove any employee of the Bank other than the First Vice President or General Auditor.

Section 3. First Vice President.

The First Vice President shall be the chief operating officer of the Bank. During the absence or disability of the President, or during any vacancy in the office of the President, the First Vice President shall, subject to the supervision and control of the Board of Directors, serve as chief executive officer of the Bank and shall have all the powers of the President. The other duties of the First Vice President shall be such as may from time to time be prescribed by the President, where such duties are not prescribed specifically by law or the Board of Directors.

Section 4. Secretary to the Board of Directors.

The Secretary shall keep the minutes of all meetings of the Board of Directors and of its committees, except as otherwise provided with respect to the Audit Committee and the Discount Committee. The Secretary shall have custody of the seal of the Bank with power to affix same to instruments and documents the execution of which may from time to time be authorized by the Board of Directors, and to certify copies of resolutions, extracts from minutes, and other records of the Bank. The Secretary may delegate the power to affix the seal of the Bank to other officers and employees of the Bank and may adopt procedures regarding the use of the Bank's seal. The Secretary shall have such other duties as may from time to time be prescribed by the President, where such duties are not prescribed specifically by the Board of Directors. In the absence or disability of the Secretary, the duties may be performed by an Assistant Secretary or, where none has been appointed or is present, or where greater convenience can be attained, by such person as may be designated by the Board of Directors or one of its committees or (if neither the Board nor a Committee has acted) by the President. In the performance of his or her duties, the Secretary shall consult with the Bank's General Counsel or the General Counsel's delegates as appropriate or necessary regarding matters of interpretation or application of the Federal Reserve Act, the Federal Reserve Administrative Manual, other rules, or guidance of the Board of Governors of the Federal Reserve System and matters of general corporate law.

Section 5. General Auditor.

The General Auditor and his or her assistants shall be responsible to the Board of Directors. In matters of administration the General Auditor shall be responsible to the President of the Bank. The General Auditor shall make periodic audits and examinations of the books, accounts and departments of the Bank and perform such other duties as may be assigned to him or her by the Board of Directors. The General Auditor shall transmit reports of audits and examinations to the Audit Committee.

Section 6. Other Officers.

The duties of other officers shall be such as may from time to time be prescribed by the President, First Vice President, or other senior officers of the Bank, where such duties are not prescribed specifically by the Board of Directors.

 

Section 7. Delegation of Section 208 Determination Authority.

The authority under Section 208 of Title 18 of the United States Code to issue written determinations that a financial interest of the President, First Vice President or the General Auditor is "not so substantial as to be deemed likely to affect the integrity of the services” that the Bank may expect from those individual officers is delegated to the Chair of the Board of Directors. In making any such determination, the Chair shall consult with the General Counsel and the Ethics Officer.

    ARTICLE VII - INDEMNIFICATION.

Section 1. Indemnification.

The Bank shall indemnify and defend a person against whom any action is brought or threatened by reason of the fact that the person is or was an employee, officer, or director (a “Person”) of the Bank or any branch or office thereof (collectively “Bank") in a Covered Matter for any action taken or not taken by the Person, within the scope of his or her authority, subject to the provisions set forth in this Article. The term “Person" does not include a contingent worker, an independent contractor, or any other individual providing goods or services to the Bank under a contract. As non-employees, such individuals may not be indemnified by the Bank under this Article. Upon request, a Person may be indemnified by the Bank for losses, costs, expenses (including but not limited to, attorneys' fees), penalties, fines (including any excise tax assessed with respect to an employee benefit plan), judgments, and settlements (“Covered Loss”) paid or payable by the Person in connection with a Covered Matter.

Section 2. Definitions.

A. As used in this Article, "Covered Matter" means any action, suit, demand, liability, claim, investigation, or judicial or administrative proceeding, whether civil, criminal, or otherwise, and whether certain or threatened. A Covered Matter includes any appeal or other proceeding for review of the underlying matter.

B. The terms "settlement" and “settled” include the entry of a judgment by consent or by confession, or upon a plea of guilty or nolo contendere.

C. The term "Person" includes any director, officer or employee of the Bank who is or was serving at the Bank's request as a director, officer, partner, trustee, employee, or agent of another domestic or foreign corporation, partnership, joint venture, trust, employee benefit plan, or other entity. A Person is considered to be serving an employee benefit plan at the Bank's request if the Person’s duties to the Bank also impose duties on, or otherwise involve services by, such Person to the plan or to participants in or beneficiaries of the plan.

Section 3. Standards for Indemnification.

A. The Bank shall indemnify a Person for Covered Losses in a Covered Matter if there is a final judgment on the merits in favor of the Person. 

B. If a Covered Matter (1) is settled; (2) has a final judgment on the merits entered against a Person; OR, (3) has a final judgment other than on the merits entered in favor of a Person, then the Bank shall indemnity a Person for Covered Losses in a Covered Matter if the Board of Directors finds that:

  1. the Person acted within the scope of his or her authority;
  2. in good faith for purposes that the Person reasonably believed to be in furtherance of the objectives of the Bank or the Federal Reserve System; AND, 
  3. the Person had no reasonable cause to believe the conduct was unlawful.

C. The Board of Directors may authorize indemnification in a Covered Matter upon the written opinion of independent legal counsel, selected by the Bank's General Counsel, that indemnification is justified because:

  1. the Person acted within the scope of his or her authority;
  2. in good faith for purposes which the Person reasonably believed to be in furtherance of the objectives of the Bank or the Federal Reserve System; AND,
  3. the Person had no reasonable cause to believe the conduct was unlawful.

D. With respect to an employee benefit plan, a Person's conduct performed for a purpose the Person reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies Section 3, B, ii.

E. If a Person is partially successful in defending a Covered Matter, the Bank shall indemnify the Person for Covered Losses that were paid or are payable with regard to the matters on which the Person prevailed on the merits. The Person may be indemnified for the remaining matters under paragraph B.

Section 4. Derivative Action.

The Bank shall indemnify a Person against the amounts described in Article VII, Section 1 who is made, or threatened to be made, a party to a derivative action brought by a shareholder on behalf of the Bank, provided the Person meets one of the standards for indemnification described in Article VII, Section 3. Notwithstanding the foregoing, a Person shall not be indemnified under this Section for any action as to which the Person shall have been adjudged to be liable to the Bank, unless the court in which the action was brought, or, if no action was brought, any court of competent jurisdiction, determines upon application that, in view of all the circumstances of the case, the Person is fairly and reasonably entitled to be indemnified for such amounts described in Article VII, Section 1 hereof as the court deems proper.

Section 5. Notice to Bank of Action and Duty to Cooperate.

Indemnification in a Covered Matter by the Bank under this Article is conditioned on the following:

    1. A person must give the Bank prompt written notice of the Covered Matter. Written notice shall be given to the Bank's General Counsel, who shall forward a copy of the written notice to the Bank's Secretary.
    2. A Person requesting indemnification must cooperate with the Bank and provide or cause to be provided to the Bank such information about the status of the Covered Matter, including costs or expenses incurred therewith, as the Bank may request from time to time.

A failure to comply with subsection shall not affect the Person's rights under this Article as long as the Bank has not been prejudiced by such failure.

Section 6. Advancing Expenses.

If a Person against whom a Covered Matter is brought or threatened requests that the Bank pay Covered Losses as they are incurred, the Bank may do so provided the Person delivers a written affirmation to the Bank that he or she has met the relevant standard for indemnification and signs an agreement to reimburse the Bank for any amount(s) paid (i) if the Person ultimately is determined not to be entitled to indemnification; or, (ii) if any such payments exceed the amount of indemnification to which the Person is entitled.

Section 7. Rescission of Determination and Repayment of Expenses.

The Bank may rescind a determination that a Person is entitled to indemnification and seek repayment of any sums advanced if the Board determines that the Person did or does not meet the requirements for indemnification under this Article.

Section 8. Liability and Control of Defense.

With respect to any Covered Matter as to which a Person has sought or is entitled to seek indemnification under this Article:

    1. the Person shall not admit any liability or incur any cost, or expense, or make any settlement without the Bank's written consent, which consent shall not be unreasonably withheld; and,
    2. the Bank may, in its sole discretion and at its expense, control the defense of the Covered Matter, and further provided that the Banking notifies the Person in writing that the Bab will not seek reimbursement from the Person for costs and expenses incurred by the Bank with respect to the defense of the Covered Action. Notwithstanding the foregoing, the Bank shall not settle or offer to settle any Covered Matter without the express consent of the Person.

Section 9. Refusal to Settle Action.

If a Person refuses to consent to any settlement of Covered Matter recommended by the Bank and elects to contest or continue any proceeding in connection with the Covered Matter, then the Bank's liability under this Article shall not exceed the amount in the recommendation, plus any Covered Losses incurred up to the date of the Person's refusal to consent to the settlement. 

Section 10. Representation by the Department of Justice.

Under the appropriate circumstances, a Person subject to a Covered Matter may, with the approval of the General Counsel, request representation by the Department of Justice ("DOJ"). If, with the General Counsel's approval, a Person requests DOJ representation and the DOJ elects to provide private counsel for the Person, the Bank shall indemnify the Person for the difference between the maximum attorney fees allowed by the DOJ and the actual attorney fees charged, but only to the extent such attorney fees are reasonable as determined by the General Counsel.

Section 11. Insurance and Other Agreement.

The dollar amount of Covered Losses in a Covered Matter for which the Bank will indemnify and Person shall be reduced to the extent the Person receives payment of a Covered Loss under an insurance policy or other agreement.

Section 12. Inapplicable to Action by Bank or Board of Governors.

This Article does not apply to any Covered Matter initiated or brought by the Bank or the Board of Governors,

Section 13. Subrogation.

To the extent the Bank makes any payment under this Article, the Bank shall be subrogated to any right of recovery available to the Person, and the Person shall execute any document(s) determined by the Bank to be necessary to secure and preserve such right, including execution of any document(s) necessary to enable the Bank to bring suit in the name of the Person.

Section 14. Interpretation of Section.

Any question of construction or otherwise arising with respect to indemnification under this Article shall be conclusively resolved by the Bank.

Section 15. Prohibition on Assignment.

Any right provided under this Article to a Person may not be assigned. However, the estate of a Person shall succeed to any right that the Person has should he or she die while a Covered Matter is pending. Nothing contained in this Article is intended or shall be construed to give anyone other than the Person involved, or the Person's estate, any legal or equitable right, remedy or claim, under or in connection with this Article.

ARTICLE VIII - AMENDMENTS

The Board of Directors shall review the Bylaws at least triennially. These Bylaws may be amended at any regular or special meeting of the Board of Directors by a majority vote of all directors; provided, that at least five days prior to such meeting there shall have been delivered to each director a written notice of such meeting stating that a proposal to amend the Bylaws will be presented to such meeting, unless waiver thereof shall have been made in writing.

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