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| Bylaws |
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| Approved by the Board of Directors of the Federal Reserve
Bank of New York on December 20, 2007. Effective immediately. |
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SECTION 1.
A majority of the Directors shall constitute a
quorum for the transaction of business, and less than a quorum may adjourn from time to time
until a quorum is in attendance. Action by the Board of Directors (“Board”) shall be upon vote
of a majority of the Directors present at any meeting of the Board at which a quorum is present.
Directors participating in a meeting of the Board by means of a conference call, video
conference, or such other means that allow for each participant to hear and be heard by each
other participant at the same time, shall be deemed to be present at such meeting. |
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SECTION 2.
As soon as practicable after the occurrence of any vacancy in the
membership of the Board, the Nominating and Corporate Governance Committee shall take
such steps as may be necessary to cause such vacancy to be filled in the manner provided by law
and the person so appointed shall hold office for the unexpired term of his/her predecessor. Any
such vacancies shall be filled by individuals who are United States citizens. |
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SECTION 3.
There shall be a meeting of the Board on the first and third
Thursdays of each calendar month, at such hour as the Board may order. In each calendar
month in which there are five Thursdays, there shall also be a meeting on the fifth Thursday at
such hour as the Board may order. If a day upon which a meeting is to be held is a holiday, such
meeting shall be held upon the preceding business day unless otherwise ordered by the Board.
Notwithstanding anything to the contrary in this section, the Board shall meet as often as
necessary to establish the primary credit rate as required in Section 14 of the Federal Reserve
Act.
Meetings of the Board may be held in-person, or by means of conference call, video
conference, or such other means that allow for each participant to hear and be heard by each
other participant at the same time, and any business may be transacted at such a meeting that
could have been transacted at any other meeting of the Board. The business conducted at
any meeting held primarily by means of a conference call or video conference shall normally
be limited to the establishment of the Bank’s primary credit rate, but such other business
may be transacted as the Board deems appropriate. Following at least one in-bank meeting
of the Board each year, there shall be an executive session of the Board attended only by
Directors and excluding all Bank officers and employees.
The Chair or Deputy Chair of the Board may call a special meeting at any time and determine
the time and manner of holding such meeting, and the Chair or Deputy Chair shall do so upon
the request of any three Directors, or of the President, or of the First Vice President in the
absence or disability of the President. In the absence or disability of both the Chair and the
Deputy Chair, the President, or in the President’s absence or disability the First Vice President,
may call a special meeting at any time and determine the time and manner of holding such
meeting.
The Office of the Corporate Secretary shall give reasonable notice of all meetings by mail,
telephone, facsimile, or e-mail employing the contact information designated from time to
time by each Director to the Corporate Secretary. If given by mail, such notice shall be
mailed at least two days before the date of the meeting. If given by telephone, facsimile, or
e-mail, such notice shall be given at least twenty-four hours before the time of the meeting.
Notwithstanding the foregoing, in exigent circumstances notice of special meetings shall be
given as far in advance of such meetings as circumstances shall permit. Notice of any
meeting may be dispensed with if each of the Directors within the United States at the time
such meeting is held waives such notice either in writing (including via facsimile or e-mail)
or by telephone, or attends such meeting. Notices of meetings need not state the business to
be transacted. |
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SECTION 4. Powers
Board shall supervise and control the business and activities of the
Bank, and shall perform the duties usually appertaining to the office of directors of banking
associations and all such other duties as are prescribed by law, subject to the general supervision
vested by law in the Board of Governors of the Federal Reserve System. The Board shall
appoint the officers of the Bank and approve their compensation. |
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The Board may from time to time make such amendments
to the Order of Business as it may deem desirable. |
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The Chair of the Board shall preside at all meetings
thereof and shall perform such other duties as the Board may require. |
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In the absence or disability of the Chair, the Chair’s powers
and duties shall be exercised and performed by the Deputy Chair.
In the absence of both the Chair and Deputy Chair, the third Class C Director shall preside at
meetings of the Board and of the Executive Committee. In the absence of the third Class C
Director, the Directors present shall select a Director to preside.
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SECTION 1. Executive Committee
There shall be an Executive Committee consisting
of the Chair of the Board who, when present, shall also serve as the Chair of the Executive
Committee, and four or more Directors chosen by the Board, who shall serve at the pleasure
of the Board. All other Directors are invited to participate in the meetings of the Executive
Committee, and while so participating shall also be considered members of the Executive
Committee for all purposes, including the constitution of a quorum. Three or more members
of the Executive Committee shall constitute a quorum for the transaction of business, and
action by the Executive Committee shall be upon the vote of a majority of those present at any meeting of the Executive Committee at which a quorum is present. Any transaction of
business by the Executive Committee shall be communicated as soon as practicable by the
Office of the Corporate Secretary to the Board.
The Executive Committee or the Board shall have power to fix the time and manner of
holding regular or special meetings of the Executive Committee and the method of giving
notice thereof. Unless otherwise prescribed, meetings of the Executive Committee may be
called and held in the same manner and upon the same notice as provided in Section 3 of
Article I of these Bylaws with respect to meetings of the Board of Directors. If a quorum of
the members of the Board is not present at a meeting of the Board, and if a majority of the
members of the Board present at such meeting so request, the Executive Committee shall
meet immediately upon the adjournment of such meeting of the Board, and no notice of such
meeting of the Executive Committee shall be required.
Minutes of all meetings of the Executive Committee shall be submitted to the Board at its next
meeting. Such minutes, or a digest thereof, shall be read to the meeting if requested by any
member of the Board.
Subject to the supervision and control of the Board, as set forth in Article I, Section 4, the
Executive Committee shall, between meetings of the Board, have power to direct the business of
the Bank, and to exercise all the power and authority vested by law in the Board insofar as such
power and authority may lawfully be delegated to the Executive Committee. |
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SECTION 2. Audit and Operational Risk Committee
There shall be an Audit and
Operational Risk Committee consisting of no less than five Directors chosen by the Board upon
the recommendation of the Nominating and Corporate Governance Committee, who shall serve
at the pleasure of the Board. The responsibilities and operations of the Audit and Operational
Risk Committee shall be set forth in an Audit and Operational Risk Committee charter approved
by the Board.
Members
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SECTION 3. Nominating
and Corporate Governance Committee
There shall be a
Nominating and Corporate Governance Committee consisting of no less than five Directors
chosen by the Board, who shall serve at the pleasure of the Board. The responsibilities and
operations of the Nominating and Corporate Governance Committee shall be set forth in a
Nominating and Corporate Governance Committee charter approved by the Board.
Members
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SECTION 4. Management
and Budget Committee
There shall be a Management and
Budget Committee consisting of no less than three Directors chosen by the Board on the
recommendation of the Nominating and Corporate Governance Committee, who shall serve at
the pleasure of the Board. The responsibilities and operations of the Management and Budget
Committee shall be set forth in a Management and Budget Committee charter approved by the
Board.
Members
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SECTION 5. Other Committees
Any business of the Bank may be referred by the Board
from time to time to standing special committees, which shall exercise such powers as the Board may delegate to them. |
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SECTION 1.
The Board shall appoint, subject to the approval of the Board of Governors of
the Federal Reserve System, a President and a First Vice President on March 1, 2001, and on
or before March 1 of each fifth year thereafter, with each officer serving for a five-year term
of office commencing on March 1 of such year. Should there be a vacancy in the office of
President or First Vice President during the five-year term of such office, the appointment to
fill such vacancy shall be for the unexpired portion of such term and shall be subject to the
approval of the Board of Governors of the Federal Reserve System. The Board shall also
appoint such officers as it may determine to be necessary and appropriate for the conduct of
the business of the Bank, including a General Counsel, a General Auditor, a Corporate
Secretary, and one or more Assistant Corporate Secretaries, and may appoint such additional
or other officers as it may determine to be necessary and appropriate. The same person may
be appointed to hold more than one office at the same time, except that neither the President,
the First Vice President, nor the General Auditor may be appointed to hold any other office.
The officers appointed by the Board shall hold office at the pleasure of the Board. |
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SECTION 2. President
Subject to the supervision and control of the Board, the President
shall be the Chief Executive Officer of the Bank and all other officers, except the General
Auditor, and all employees of the Bank shall be directly responsible to the President. The
President shall have power to prescribe, or to delegate to any other officer or officers the
power to prescribe, the duties of other officers, except of the General Auditor, and of agents
and employees of the Bank where such duties are not specifically prescribed by law, the
Board, the Executive Committee, or the Bylaws. |
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SECTION 3. First Vice President
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, perform the functions of the President and shall have all of
the powers of the President. The other duties of the First Vice President shall be prescribed by
the President, where such duties are not specifically prescribed by law, the Board, the Executive
Committee, or the Bylaws. |
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Corporate Secretary or an Assistant Corporate Secretary shall keep the minutes of all
meetings of the Board and of the Executive, Audit and Operational Risk, and other
committees of the Board unless some other person is designated to keep any such minutes.
The Office of the Corporate Secretary shall have custody of the seal of the Bank with the
power to affix it to contracts, instruments, and other documents, as appropriate. The Board
may empower one or more officers to affix the seal of the Bank to contracts, instruments,
and other documents, as appropriate, and otherwise to exercise the powers of the Corporate
Secretary, upon any occasion when, in the discretion of the Board, greater convenience can
be attained thereby. |
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| Ownership of stock of the Bank, issued to member depository institutions in accordance with
law, may be evidenced by advices signed by the President or his/her designate, or by certificates
bearing the seal of the Bank and the signature of the Corporate Secretary or an Assistant
Corporate Secretary. |
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Unless otherwise prescribed by resolution of the Board:
- The Bank shall be open for business from 10 a.m. to 3 p.m. on each weekday, and shall
not be open for business on Saturdays, Sundays, or days that are public or legal holidays.
- Notwithstanding the above, the President, or in the President’s absence or disability the
First Vice President, may open or close any offices of the Bank for the conduct of any business
operations or functions when necessary and appropriate.
- Nothing in this Article shall be construed to limit the hours of the Bank’s internal
operations.
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| 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. |
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