ARTICLE I – BOARD OF DIRECTORS
Section 1 – Quorum: A majority of the directors in office at the time of holding any directors' meeting shall constitute a quorum for the transaction of business at such meeting, but less than a quorum may adjourn the meeting from time to time until a quorum is in attendance.
Section 2 – Vacancies: As soon as feasible after the occurrence of any vacancy in either the Class A or Class B membership of the Board, the Chair of the Board shall take such steps as may be necessary to cause such vacancy to be filled in the manner provided by law.
Section 3 – Meetings: There shall be a regular meeting of the Board preceding the Federal Open Market Committee (FOMC) meetings. The Board may at any regular meeting fix an alternative date for future regular meetings. The Chair 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 of the Bank. Notice of regular and special meetings may be given by mail or by electronic means. If given by mail, such notice shall be deposited in the mails in Atlanta at least three days before the date of the meeting. If given by electronic means, such notice shall be dispatched from Atlanta at least one day before the date of the meeting. Notice of any meeting may be dispensed with if each director agrees.
Section 4 – Powers:The business of the Bank shall be conducted under the supervision and control of its Board of Directors subject to the supervisory authority vested by law in the Board of Governors of the Federal Reserve System. The principal functions of Reserve Bank Directors are: (1) participating in formulation of national monetary and credit policies; (2) acting as a link between the Federal Reserve and the community; and, (3) overseeing the general management of the Reserve Bank including its Branches.1
The Reserve Bank Directors have the responsibility of appointing the majority of Branch Directors, with the Board of Governors appointing the balance of Branch Directors. Reserve Bank Directors are also responsible for adopting and amending Branch by-laws.
Section 5 – Chair: The Chair of the Board shall preside at all meetings of the directors and perform such other duties as may be imposed by the Federal Reserve Act or by the Board of Governors of the Federal Reserve System. In the absence of the Chair, the Class C Director appointed by the Board of Governors of the Federal Reserve System as Deputy Chair shall preside at the meetings and shall exercise the powers of Chair of the Board and, in case of the absence of the Chair and the Deputy Chair, the third Class C Director shall preside at the meetings of the Board. In the absence of the Chair, the Deputy Chair, and the third Class C Director, the directors present at the meeting shall elect a Chair.
Section 6 – Deputy Chair: As provided by law, the Deputy Chair of the Board of Directors shall exercise the power of the Chair of the Board when necessary, and any provision of these by-laws relating to the Chair shall be construed as having reference to the Deputy Chair when that director is, whether because of the absence or disability of the Chair or for any other cause, exercising the powers of Chair.
Section 7 – Secretary: The Board shall appoint a Secretary of the Board, who shall keep the minutes of all meetings of the Board, have custody of the seal of the Bank, and perform such other duties as may be assigned from time to time by the Board of Directors. The Board of Directors may upon any occasion when in its discretion such action is deemed desirable appoint an Assistant Secretary or Assistant Secretaries. It shall be the duty of any Assistant Secretary to assist the Secretary and to perform such other duties as may be assigned by the Board of Directors. Any Secretary or any Assistant Secretary recording the proceedings of any meeting of the Board of Directors may, in the regular discharge of duties or upon the direction of the Board of Directors, the Executive Committee, hereinafter described, or the officers of the Bank, certify copies of such minutes or excerpts therefrom and, in such case, affix the seal of the Bank to such copies.
Section 8 – Federal Open Market Committee Member: As is provided by Section 12A of the Federal Reserve Act, as amended, the Board of Directors, in conjunction with the Boards of Directors of the Federal Reserve Banks grouped with the Federal Reserve Bank of Atlanta for the purpose of electing a member of the Federal Open Market Committee, shall annually elect a representative to serve on the Federal Open Market Committee and an alternate to serve in the absence of such representative. The term of office of such representative and alternate shall commence on the date of the first regularly scheduled meeting of the FOMC in each calendar year through the end of the day immediately preceding the date of the first regularly scheduled meeting of the succeeding year.
Section 9 – Federal Advisory Council Member: In accordance with the provisions of Section 12 of the Federal Reserve Act, as amended, the Board of Directors shall select annually from the Sixth Federal Reserve District a person having no official connection with the Federal Reserve Bank to serve as a member of the Federal Advisory Council. The term of office of the person so selected shall be for one year, commencing January 1.
Section 10 – Director Compensation: The directors of the Bank shall be paid an annual retainer, daily fees for attendance at meetings (including committee meetings) or while otherwise engaged in official business of the Bank or the Federal Reserve System, and additional compensation for extraordinary duties in accordance with guidelines issued by the Board of Governors of the Federal Reserve System. Reimbursement for travel and transportation expenses in connection with official business shall be made in accordance with Bank policies for such reimbursements.
ARTICLE II – COMMITTEES
Section 1 – Standing Committees: There shall be an Executive Committee, RPO (or Retail Payments Office) Oversight Committee, and Audit and Operational Risk Committee of the Board of Directors. These committees will be subject to the oversight of the full Board, and the structure, delegated scope of authority, and powers and duties of each will be set forth in committee charters approved by the full Board and incorporated herein by reference. Given the Executive Committee is comprised exclusively of Class C Directors, the Board shall specifically delegate to the Executive Committee all approvals and attention to matters dealing with Bank Supervision and Regulation to avoid any potential conflicts of interest. This delegation shall include, but is not limited to, audit issues concerning Supervision and Regulation, and the sole review and comment on those portions of the appraisals of the performance of the President and First Vice President that deal with Supervision and Regulation operations or oversight.
Section 2 – Special Committees:The Board of Directors may authorize the appointment from time to time of such special committees as the Board may deem advisable or appropriate, which committees shall consider such special or particular matters as may be referred to them by the Board or the President, and may exercise such other powers as the Board may delegate to them.2
ARTICLE III – DISCOUNT AND CREDIT ACTIVITIES
Section 1 – Discount Committee: Subject to the Federal Reserve Act, as amended, and regulations of the Board of Governors of the Federal Reserve System, Reserve Bank extensions of credit are the general responsibility of the Board of Directors of the Reserve Bank. In order to manage the day to day needs for credit in the District, there shall be a Discount Committee consisting of the President, the officer in charge of the Credit and Risk Management Department, and such other officer or officers as the President shall appoint. The Discount Committee shall make a report of all aggregate discounts and advances to the Board of Directors at the board meeting next following the discounts and advances so made, and shall make reports of any other of its acts to the Board of Directors at that meeting.
Section 2 – Powers of the Discount Committee: The Discount Committee shall have power to consider requests for discounts or advances made by banks or others authorized to borrow from the Federal Reserve Bank, and to approve or disapprove such requests; and to delegate to individual committee members, or to other employees, the appropriate authority to approve or disapprove requests for advances or discounts by authorized borrowers subject to ratification by the Committee.
Section 3 – Appointment of Deputy Federal Reserve Bank for Discount Lending: The Board of Directors may authorize by resolution the appointment of such other Federal Reserve Bank or Banks as it deems advisable to act with the full power and authority of the Federal Reserve Bank of Atlanta and the Discount Committee to extend credit, on its behalf and on its books, to manage and administer its extensions of credit, and to perform its related credit and risk management functions, under such circumstances and subject to such conditions as the Board of Directors may prescribe.
Section 4 – Officers Authorized to Establish Primary Credit Rate in a Financial Emergency: In the event of a significant disruption to the money markets in the United States resulting from an act of war, military or terrorist attack, natural disaster or other catastrophic event as declared by the Board of Governors of the Federal Reserve System and the Executive Committee is unable to meet promptly (i) the President, (ii) the First Vice President, in the absence of the President, and (iii) the Senior Vice President over the Credit and Risk Management Department, in the absence of the President and the First Vice President, shall have the authority to establish the primary credit rate at the target federal funds rate set by the Federal Open Market Committee.
ARTICLE IV – OFFICERS
Section 1 – Appointment of Officers: Pursuant to the Federal Reserve Act, as amended, and subject to the regulations of the Board of Governors of the Federal Reserve System, the Board of Directors appoints all officers of the Bank, defines their duties, and participates in establishing their compensation. Further, the Board of Directors may dismiss at pleasure any officer or employee. Accordingly, the Board of Directors shall appoint a President, a First Vice President, a General Auditor, and other audit officers. Pursuant to the Federal Reserve Act, the President and the First Vice President shall be appointed by Class B and C Directors only, with the approval of the Board of Governors of the Federal Reserve System, for terms of five years beginning on March 1, 2006. When a vacancy occurs in the office of President or First Vice President, Class B and C Directors shall appoint a successor, with the approval of the Board of Governors of the Federal Reserve System, to hold office for the unexpired term of the predecessor. The compensation of the President and First Vice President shall be set according to the regulations of the Board of Governors of the Federal Reserve System.
Pursuant to authority delegated by the Board of Directors, the President or the President's designee shall have the authority to appoint all officers other than those appointed by the Board of Directors, to establish their powers and duties, to set their compensation, and to take any employment action affecting such officers or any employee. Reports of all appointments and employment actions regarding officers under this delegated authority shall be provided to the Executive Committee of the Board of Directors. An "employment action" means any termination, suspension, modification of salary, or demotion.
Section 2 – President: The President shall be the Chief Executive Officer of the Bank, and all other officers and employees of the Bank shall be directly responsible to the President, with the exception of the General Auditor and other audit officers and employees. The President shall have general charge and control of the business and affairs of the Bank, subject to limitations that the Board of Directors may prescribe, and shall have the power to assign duties and delegate powers to other officers and employees of the Bank.
Section 3 – First Vice President: In the absence or disability of the President, or during a vacancy in the office of President, the First Vice President shall serve as Chief Executive Officer of the Bank, exercising the powers and performing the duties of the President. At other times, the First Vice President shall serve as the Bank's Chief Operating Officer, having the powers conferred and performing the duties assigned by the Board of Directors, the Executive Committee, or the President.
Section 4 – General Auditor: The Board of Directors shall appoint, after consultation with the Chair of the Committee on Federal Reserve Bank Affairs of the Board of Governors of the Federal Reserve System, a General Auditor. The General Auditor shall be responsible for coordinating the internal audit activities of the Bank in a manner that results in a systemic approach for evaluating and ensuring the effectiveness of the Bank's risk management, control, and governance processes, and shall perform other duties assigned by the Board of Directors or by the Board of Governors of the Federal Reserve System. The General Auditor shall have access to the Board of Directors on a confidential basis. The General Auditor shall have the authority to initiate employment actions with regard to audit officers and employees, and shall report any termination, suspension, modification of salary, or demotion regarding any audit officer to the Audit Committee.
Section 5 – General Counsel: The President or the President's designee shall appoint a General Counsel, who shall have general supervision of litigation in which the Bank is interested and of other matters of a legal nature. The General Counsel shall also act as counsel to the Branches, and may appoint local or special counsel to represent the Bank in particular matters. The General Counsel shall approve all legal documents executed by the Board of Directors and perform other duties assigned by the Board of Directors or the President.
Section 6 – Officer Authority: Each officer shall have the power to sign on behalf of the Bank any contract, conveyance, receipt, or other document which is necessary to the performance of the officer's duties, subject to limitations that the President or the President's designee may prescribe.
ARTICLE V – ISSUE OF STOCK
Section 1 – Signatures: All documents evidencing ownership of Federal Reserve Bank stock issued by this Bank shall be signed by an officer of the Bank.
ARTICLE VI – BUSINESS HOURS
Section 1: The regular business hours of the Bank and its Branches shall be fixed from time to time by the Executive Committee upon the recommendation of the President; provided, however, the President shall have the power to alter the business hours of the Bank when necessary due to weather or other exigent situations.
ARTICLE VII – AMENDMENTS
Section 1: These By-Laws may be amended from time to time at any regular meeting of the Board of Directors by a majority vote of the entire Board; provided, however, that a copy of such amendment shall be delivered to each member at least ten days prior to such meeting unless waived by a majority of directors.
1 Oversight of management of the Reserve Bank, including its Branches, includes review and approval of strategic plan, annual goals, and objectives; review and approval of budget; establishment of discount rates; appointment of members of the Audit and Operational Risk, Executive, and RPO Oversight Committees; approval of Nominating Advisory Committee members; selection of the Federal Advisory Council member; election of the Federal Open Market Committee voting member and alternate; appointment of and definition of the duties of officers of the Reserve Bank (except as provided in Article IV, Section 1); participation in the establishment of officer compensation; report undue use of Reserve Bank credit to the Board of Governors; appointment of Bank appointed Branch Directors; approval of Board of Director minutes and review of Executive Committee minutes; and adopting and amending Reserve Bank and Branch by-laws.
2 Participation in any special committee convened for the purpose of a Presidential or First Vice Presidential search will be limited to Class B and C directors.