§304 Class a and Class B Directors; Selection

Summary

Choose class A and class B directors like this. The Federal Reserve Board splits the district’s member banks into three numbered groups by similar size. Each member bank may nominate one person for a class A seat and one for a class B seat to the chairman of the local Federal Reserve bank board. The chairman lists the nominees, shows who nominated each, and sends the list to every member bank within 15 days after the list is finished. Each member bank must authorize one officer (for example, the president or cashier) by board vote or bylaw change to cast the bank’s ballot. If several member banks are owned by the same bank holding company (under the Bank Holding Company Act of 1956), only one of those banks may take part in nomination or voting, as chosen by the holding company. Within 15 days of getting the list, the authorized officer must return a preferential ballot marking first, second, and other choices for class A and class B. To be a class A director, a person must be an officer or director of a bank in the same group that nominates and elects them. If someone holds office in more than one member bank, only the banks in the group of the largest of those banks may nominate them. A candidate who gets a majority of first-choice votes wins. If no one has a majority, add second-choice totals to first, then add third-choice if needed, until a winner is decided. The election result must be reported immediately.