Title 12Banks and BankingRelease 119-73

§304 Class A and class B directors; selection

Title 12 › Chapter CHAPTER 3— - FEDERAL RESERVE SYSTEM › Subchapter SUBCHAPTER VII— - DIRECTORS OF FEDERAL RESERVE BANKS; RESERVE AGENTS AND ASSISTANTS › § 304

Last updated Apr 6, 2026|Official source

Summary

The Board of Governors must split the district’s member banks into three numbered groups of banks with similar size. Each member bank can name one person for a class A director and one for a class B director. The Federal Reserve bank’s board chairman lists those nominees, shows who nominated them, and gives that list to every member bank within 15 days. Each member bank must authorize an officer to vote for the bank. If several member banks in the same district are owned by the same bank holding company, only one of those banks (chosen by the holding company) may take part in the nomination or election. Within 15 days after getting the list, the authorized officer must send back a ranked ballot (first choice, second choice, etc.) on a form from the chairman, marking one rank per candidate. A person who is an officer or director of a member bank can only be a class A director if nominated and elected by banks in the same group as that bank. If someone is an officer or director of more than one member bank, they can only be nominated by banks in the group of the bank with the largest total resources. A candidate with a majority of first-choice votes wins. If no one has a majority, add candidates’ second-choice votes to their first-choice totals; if still no majority, add third-choice votes, and so on. The result must be reported right away.

Full Legal Text

Title 12, §304

Banks and Banking — Source: USLM XML via OLRC

Directors of class A and class B shall be chosen in the following manner: The Board of Governors of the Federal Reserve System shall classify the member banks of the district into three general groups or divisions designating each group by number. Each group shall consist as nearly as may be of banks of similar capitalization. Each member bank shall be permitted to nominate to the chairman of the board of directors of the Federal reserve bank of the district one candidate for director of class A and one candidate for director of class B. The candidates so nominated shall be listed by the chairman, indicating by whom nominated, and a copy of said list shall, within fifteen days after its completion, be furnished by the chairman to each member bank. Each member bank by a resolution of the board or by an amendment to its bylaws shall authorize its president, cashier, or some other officer to cast the vote of the member bank in the elections of class A and class B directors: Provided, That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956 [12 U.S.C. 1841 et seq.], participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company. Within fifteen days after receipt of the list of candidates the duly authorized officer of a member bank shall certify to the chairman his first, second, and other choices for director of class A and class B, respectively, upon a preferential ballot upon a form furnished by the chairman of the board of directors of the Federal reserve bank of the district. Each such officer shall make a cross opposite the name of the first, second, and other choices for a director of class A and for a director of class B, but shall not vote more than one choice for any one candidate. No officer or director of a member bank shall be eligible to serve as a class A director unless nominated and elected by banks which are members of the same group as the member bank of which he is an officer or director. Any person who is an officer or director of more than one member bank shall not be eligible for nomination as a class A director except by banks in the same group as the bank having the largest aggregate resources of any of those of which such person is an officer or director. Any candidate having a majority of all votes cast in the column of first choice shall be declared elected. If no candidate have a majority of all the votes in the first column, then there shall be added together the votes cast by the electors for such candidates in the second column and the votes cast for the several candidates in the first column. The candidate then having a majority of the electors voting and the highest number of combined votes shall be declared elected. If no candidate have a majority of electors voting and the highest number of votes when the first and second choices shall have been added, then the votes cast in the third column for other choices shall be added together in like manner, and the candidate then having the highest number of votes shall be declared elected. An immediate report of election shall be declared.

Legislative History

Notes & Related Subsidiaries

Editorial Notes

References in Text

The Bank Holding Company Act of 1956, referred to in text, is act May 9, 1956, ch. 240, 70 Stat. 133, which is classified principally to chapter 17 (§ 1841 et seq.) of this title. For complete classification of this Act to the Code, see

Short Title

note set out under section 1841 of this title and Tables. Codification Section is comprised of pars. 16 to 21 of section 4 of act Dec. 23, 1913. For classification to this title of other pars. of section 4, see Codification note set out under section 301 of this title.

Amendments

1966—Pub. L. 89–485 substituted proviso restricting participation in nomination or election of directors by member banks to one member bank whenever any member banks within the same Federal reserve district are subsidiaries of the same bank holding company, such member bank to be designated for the purpose by the holding company for former proviso restricting the selection of directors by member banks to one member bank when two or more member banks within the same Federal reserve district are affiliated with the same holding company affiliate, such member bank to be designated for such purpose by the holding company affiliate. 1933—Act
June 16, 1933, inserted proviso at end of second par. 1930—Act
June 26, 1930, amended last par.

Statutory Notes and Related Subsidiaries

Change of Name

section 203(a) of act Aug. 23, 1935, changed name of Federal Reserve Board to Board of Governors of the Federal Reserve System.

Reference

Citations & Metadata

Citation

12 U.S.C. § 304

Title 12Banks and Banking

Last Updated

Apr 6, 2026

Release point: 119-73