Bylaws of Federal Reserve Bank of St. Louis
(As amended effective September 12, 2013)
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, 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.
Section 2. Qualifications and Vacancies.
All candidates for election as a director shall be citizens of the United States and shall meet such other qualifications required by law. 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 elective membership of the Board, the Chairman of the Board shall take such steps as may be necessary to cause an election to be held in the manner provided by law.
Section 3. Meetings.
There shall be a regular meeting of the Board in eight months of the year as scheduled by the Chairman of the Board 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. The Chairman of the Board 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 Chairman of the Board shall otherwise direct, meetings shall be held at the Bank.
Section 4. Quorum and Manner of Acting.
- All matters except for those defined in the next subsection. A majority of the directors shall constitute a quorum for the transaction of business, and action by the Board of Directors shall be upon vote of a majority of the directors present at any meeting of the Board at which a quorum is present, but less than a quorum may adjourn from time to time until a quorum is in attendance.
- Supervisory matters. 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 Bankâ€™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 and Class C directors present such meeting.
Section 5. Chairman of the Board and Deputy Chairman.
The Chairman of the Board shall preside at all meetings at which he is present. In the absence or disability of the Chairman, his powers and duties as Chairman shall be exercised and performed by the Deputy Chairman. In the absence of both the Chairman and Deputy Chairman, the remaining Class C director shall preside at meetings of the Board. When no Class C director is present, the Board may elect a Chairman pro tem.
Section 6. Special Committees.
The business of the Bank may be referred by the Board to special committees which shall exercise such powers as the Board may delegate to them. The Chairman of the Board 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 Chairman of the Board shall determine in his sole discretion the amount of any additional compensation to be paid to any director (including branch directors) for extraordinary service to the Bank.
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 Chairman of the Board and two or more directors chosen by the Board who shall serve during the pleasure of the Board 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 Chairman of the Board. The Chairman of the Board 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 Chairman of the Board shall otherwise direct, meetings of the Committee shall be held by conference telephone. 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 office. The Committee shall, subject to approval of the Board of Directors, adopt a written charter specifying its duties. 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 Chairman of the Board shall appoint, annually, an Audit Committee consisting of at least three directors, one of whom shall be designated Chairman of the Committee. Vacancies in the membership of the Committee may be filled from time to time by the Chairman of the Board. 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 Chairman of the Committee. The General Auditor or his 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.
he 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. Reports and recommendations of the Committee shall be submitted to the Board of Directors.
Section 2. Appointment and Quorum.
The Chairman of the Board shall appoint, annually, a Governance and Operations Committee consisting of at least three directors. The Deputy Chairman of the Board will be a member of the committee ex officio and shall serve as its chairman. Vacancies in the membership of the Committee may be filled from time to time by the Chairman of the Board. 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 Chairman of the Committee.
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 Discount Committee shall report at least annually to the Board.
Section 2. Appointment and Quorum.
There shall be a Discount Committee appointed consisting of the President, the First Vice President, and such other officers as may be designated by the President from time to time. Three members shall constitute a quorum, and the Committee shall meet as determined by the President.
ARTICLE VI - OFFICERS
Section 1. Appointment.
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.
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 directly to him. Subject to Section 1, hereof, the President and officers authorized by the President shall have the power 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; and shall have power to appoint such committees of officers of the Bank and others as he 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.
The Secretary shall keep the minutes of all meetings of the Board and of its committees, except as otherwise provided with respect to the Audit Committee. He 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, and to certified copies of resolutions, extracts from minutes, and other records of the Bank. 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, his 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 such committee of the Board or (if neither the Board nor a Committee has acted) by the President.
Section 5. General Auditor.
The General Auditor and his assistants shall be responsible to the Board of Directors. In matters of administration he shall be responsible to the President of the Bank. He 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 by the Board of Directors. He 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 to issue written determinations, as required by Section 208 of Title 18 of the United States Code, that a financial interest of the President, First Vice President or the General Auditor is "not so substantial" or is "too remote or too inconsequential" to affect the integrity of the services that the Bank may expect from those officers is delegated to the Chairman of the Board of Directors.
ARTICLE VII - INDEMNIFICATION.
Section 1. Indemnification.
Any 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 (collectively "Person") of the Bank or any branch or office thereof (collectively "Bank"), for any action taken or not taken by the Person, shall, subject to the provisions set forth in this Article, be indemnified by the Bank for:
- reasonable costs and expenses, including but not limited to, attorneys' fees, court costs and investigation costs, paid or payable by the Person in connection with the defense or settlement of the action; and,
- any amount paid or payable by the Person in order to satisfy any judgment, fine (including any excise tax assessed with respect to an employee benefit plan), or settlement in the action.
Section 2. Definitions.
As used in this Article, "action" means any claim, investigation, or judicial or administrative proceeding, or threatened proceeding, whether civil, criminal or otherwise, including any appeal or other proceeding for review. The word "settlement" includes the entry of a judgment by consent or by confession, or upon a plea of guilty or nolo contendere. The word "officer" or "director" means an individual who is or was a director or officer, respectively, of the Bank or who, while a director or officer of the Bank, 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 director or officer is considered to be serving an employee benefit plan at the Bank's request if his duties to the Bank also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan. The word "employee" does not include an independent contractor. The term "derivative action" means an action by a shareholder of the Bank, brought in the name of the Bank to enforce a cause of action belonging to the Bank, where the relief granted is a judgment in favor of the Bank.
Section 3. Standards for Indemnification.
Upon request by a Person for indemnification, a determination shall be made whether to do so. The Bank shall indemnify the Person as provided above if, and only if, the requirement(s) set forth in subsection (a) or (b) are met.
- There is a final judgment on the merits in favor of the Person in the action.
- The action is settled, or there is a final judgment against the Person, or there is a final judgment in favor of the Person other than on the merits, and:
- the Board of Directors ("Board") of the Bank, acting by a quorum consisting of directors not parties to the action, finds that the Person acted within the scope of his authority and 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 in addition, the Person had no reasonable cause to believe the conduct was unlawful; or,
- if such a quorum is not obtainable with due diligence, or if so directed by a majority of the directors, the Board may authorize indemnification upon the written opinion of independent legal counsel, selected by the Bank's General Counsel, that indemnification is proper in the circumstances because the Person acted within the scope of his or her authority and in good faith for purposes which the Person reasonably believed to be in furtherance of the objectives of the Bank and/or the Federal Reserve System, and in addition, the Person had no reasonable cause to believe the conduct was unlawful.
- A Person's conduct with respect to an employee benefit plan for a purpose he reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (b).
If a Person is partially successful in defending an action, he shall be indemnified by the Bank for any amounts described in Section 1 hereof that were paid or are payable with regard to the subclaim or cause of action on which he prevailed on the merits. With regard to any subclaim or cause of action which he was not successful in defending or which does not otherwise fall within subsection (a), the Person may be indemnified pursuant to subsection (b).
Section 4. Derivative Action.
The Bank shall indemnify a Person against the amounts described in Section 1 hereof 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 Section 3 hereof. 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 Section 1 hereof as the court deems proper.
Section 5. Notice to Bank of Action and Duty to Cooperate.
A Person who seeks or is entitled to seek indemnification under this Article:
- must give the Bank prompt written notice of the action. Written notice shall be given to the Secretary, Federal Reserve Bank of St. Louis, who shall forward a copy of the written notice to the Bank's General Counsel; and,
- must cooperate with the Bank and provide or cause to be provided to the Bank such information about the status of the action and/or costs and expenses incurred as the Bank may request from time to time.
A failure to comply with Subsection (a) 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 an action is brought or threatened requests that the Bank pay
the costs and expenses described in Section 1(a) hereof as they are incurred, the Bank may do so
provided the Person delivers a written affirmation to the Bank that he has met the relevant
standard for indemnification. However, before paying any costs and expenses, the Bank shall
secure an agreement from the Person that any amount(s) paid will be repaid if the Person
ultimately is determined not to be entitled to indemnification or, if the Person is found to be
entitled to indemnification, to the extent any amount(s) paid exceeds the amount of
indemnification to which the Person is entitled. The Bank also may require that the Person
provide sufficient collateral to secure repayment of such amount(s).
Section 7. Rescission of Determination and Repayment of Expenses.
The Bank may rescind a determination that a Person is entitled to indemnification, and the Bank may seek repayment of any sums advanced if the Board determines that the Person did or does not meet one of the standards for indemnification.
Section 8. Liability and Control of Defense.
With respect to any action as to which a Person has sought or is entitled to seek indemnification under this Article:
- the Person shall not admit any liability or incur any cost, or expense, or make any settlement of the action without the Bank's written consent, which consent shall not be unreasonably withheld; and,
- the Bank may, in its sole discretion and at its expense, control the defense of the action including, without limitation, designating counsel for the Person and controlling all negotiations, litigation, arbitration, settlement, compromise and appeal of the action, but only to the extent such control is consistent with any insurance policy or indemnification agreement under which the primary indemnitor would be liable to the Person with respect to the action, and further provided that the Bank notifies the Person in writing that the Bank will not seek reimbursement from the Person for costs and expenses incurred by the Bank with respect to the defense of the action. Notwithstanding the foregoing, the Bank shall not settle or offer to settle any action without the express consent of the Person.
Section 9. Refusal to Settle Action.
If a Person refuses to consent to any settlement of an action recommended by the Bank and elects to contest or continue any proceeding in connection with the action, then the Bank's liability under this Article shall not exceed the amount for which the action could have been so settled, plus any amounts incurred in defense of the action up to the date of such refusal.
Section 10. Representation by the Department of Justice.
Under the appropriate circumstances, primarily with respect to a bank supervision matter, a Person subject to an action may, with the approval of the Bank's General Counsel, request representation by the Department of Justice ("DOJ") under 28 CFR Â§ 50.15. If the Person requests such representation by the DOJ, and the Bank's General Counsel recommends that representation be provided by the DOJ, and the DOJ elects to provide private counsel for the Person, the Person will be indemnified for the difference between the maximum fees allowed by the DOJ and the actual fees charged, but only to the extent such fees are reasonable as determined by the Bank's General Counsel.
Section 11. Insurance and Other Agreement.
The Bank will not indemnify any Person to the extent the Person is insured by an existing or expired valid insurance policy or is entitled to indemnification under another agreement under which payment of liability or expenses is actually made.
Section 12. Inapplicable to Action by Bank or Board of Governors.
Except for a derivative action, this Article does not apply to any action 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 an action 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
These bylaws may be amended at any regular or special meeting of the Board by a majority vote of the entire Board; provided, that at least five days prior to such meeting there shall have been mailed to each member of the Board 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.