Attached files
file | filename |
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10-K - FORM 10-K - Federal Home Loan Bank of Dallas | d71606e10vk.htm |
EX-99.1 - EX-99.1 - Federal Home Loan Bank of Dallas | d71606exv99w1.htm |
EX-12.1 - EX-12.1 - Federal Home Loan Bank of Dallas | d71606exv12w1.htm |
EX-31.1 - EX-31.1 - Federal Home Loan Bank of Dallas | d71606exv31w1.htm |
EX-32.1 - EX-32.1 - Federal Home Loan Bank of Dallas | d71606exv32w1.htm |
EX-31.2 - EX-31.2 - Federal Home Loan Bank of Dallas | d71606exv31w2.htm |
EX-99.2 - EX-99.2 - Federal Home Loan Bank of Dallas | d71606exv99w2.htm |
EX-14.1 - EX-14.1 - Federal Home Loan Bank of Dallas | d71606exv14w1.htm |
Exhibit 3.2
BYLAWS
OF
FEDERAL HOME LOAN BANK OF DALLAS
ARTICLE I
OFFICES
SECTION 1.01 Principal Office. The principal office of Federal Home Loan Bank of
Dallas (the Bank) shall be located in the Dallas/Fort Worth standard metropolitan statistical
area, State of Texas.
SECTION 1.02 Other Offices. In addition to its principal office, the Bank may
maintain offices at any other place, or places, either within or without the State of Texas, as the
Board of Directors of the Bank (the Board) shall from time to time determine appropriate or the
business of the Bank may require.
SECTION 1.03 Seal. The seal of the Bank shall be of such design as shall be approved
and adopted from time to time by the Board, and may be affixed to any document by impression, by
printing, by rubber stamp, or otherwise. The seal of the Bank shall be kept in the custody of the
Secretary of the Bank. If and when so directed by the Board, a duplicate of the Seal may be kept
and used by the Treasurer or any Assistant Secretary or Assistant Treasurer as designated by the
Board.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 2.01 Annual Meeting. An annual meeting of stockholders each year shall not be
required. The Board, at its option, may provide for an annual meeting in any particular year by
adoption of a resolution stating the place, day, and hour for such annual meeting. At an annual
meeting, the stockholders shall be entitled to transact such business as may properly be brought
before the meeting. The Board, any officer of the Board, or the Chief Executive Officer of the
Bank may submit such matters to the annual meeting as such persons may deem to be appropriate. The
Chairperson of the Board, or in his absence the Vice Chairperson of the Board, or in the absence of
both, the Chief Executive Officer of the Bank, shall preside at all annual meetings of the
stockholders.
SECTION 2.02 Stockholder Voting. The stockholders of the Bank shall be entitled to
vote for the election of the elective directors of the Bank (the Directors) in accordance with the Federal
Home Loan Bank Act (as amended or otherwise modified from time to time, the Act) and the rules
and regulations of the Federal Housing Finance Board Agency (as such rules and regulations may be
amended or otherwise modified from time to time, the Rules and Regulations). The stockholders
shall be entitled to vote with respect to such other matters, if
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any, as may be provided for in the
Capital Plan of the Bank (as in effect from time to time, the Capital Plan) subject to such rules
and procedures as may be established in the Act, the Capital Plan, or these Bylaws.
SECTION 2.03 Special Meetings. Special meetings of the stockholders shall be held
upon the call of either a majority of the Board or upon the written request of the Chief Executive
Officer of the Bank. Only business within the purpose or purposes described in the notice required
by Section 2.04 may be conducted at a special meeting of shareholders.
SECTION 2.04 Notice of Meeting. Written or printed notices of all meetings, stating
the place, day, and hour of the meeting, and, in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten nor more than sixty
days before the date of such meeting, either personally or by mail, by or at the direction of the
Chief Executive Officer, the Secretary or the officer or person calling the meeting, to each
stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be
delivered when deposited in the United States Postal Service addressed to the stockholder at his its
address as it appears on the records of the Bank with postage thereon prepaid. Without limiting
the manner by which notice otherwise may be given effectively to stockholders, any notice to
stockholders given by the Bank under these Bylaws shall be effective if given by a form of
electronic transmission permitted by law as a substitute for written notice delivered in person or
electronically.
SECTION 2.05 Waiver of Notice. Attendance by a stockholder at a meeting, whether in
person or by proxy, without objection to the notice or lack thereof, shall constitute a waiver of
notice of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.01 Director Elections. The Board shall consist of such persons as shall be
elected thereto in accordance with the Act, the Rules and Regulations and these Bylaws. Directors
are divided into two classes: (1) those who are officers or directors of a member institution which
is located in the Banks district and who represent members located in a particular state (Member
Directors); and (2) those who are elected by a plurality vote of the members of the Bank at large
(Independent Directors) from among eligible persons nominated by the Board in accordance with
paragraphs (a), (b) and (c) below. Member Directors must constitute a majority of the Board and
Independent Directors must constitute not less than forty percent of the Board. At least two
Independent Directors must also qualify as public interest directors (the Public Interest
Directors)
under the Rules and Regulations. The Board shall determine annually the number of the
directorships being filled in the upcoming year which shall be designated by the Board as public
interest directorships (the Public Interest Directorships)
ensuring at all times that there are
at least two Public Interest Directorships. The Directors shall be nominated and elected in such
manner for such terms of office as provided in the Act and the Rules and Regulations and shall meet
and maintain eligibility under the Act and the Rules and Regulations.
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(a) Consideration of Independent Director Candidates. The Government Relations
Committee or such other committee of the Board as the Board may from time to time designate acting
as a Nominating Committee shall make recommendations to the Board regarding nominations for
directorships to be filled by Independent Directors. The Nominating Committee may solicit
potential nominees from members, trade groups, organizations representing affordable housing,
economic development, consumer or community interests, and/or other interested parties. Any
individual interested in being considered as a nominee for an Independent Directorship shall
deliver to the Bank a completed Independent Director application in accordance with the Rules and
Regulations. The Nominating Committee shall review all potential nominees for Independent
Directorships to ensure such individuals meet all eligibility requirements and shall consider any
knowledge or experience of eligible potential nominees in determining such committees
recommendations for Independent Directorships and Public Interest Directorships.
(b) Consultation with the Advisory Council. As part of the process described in (a)
above, the chairman of the Nominating Committee, or his designee, shall meet with the Banks
Affordable Housing Advisory Council (the Advisory Council) to discuss potential nominations for
Independent Directorships and Public Interest Directorships. The chairman of the Nominating
Committee, or his designee, shall report the results of his discussions with the Advisory Council
at the next meeting of the Nominating Committee which shall take such results into consideration in
making recommendations to the Board regarding nominations for Independent Directorships and Public
Interest Directorships.
(c) Nominations by the Board. The Board shall determine nominees for Independent
Directorships and Public Interest Directorships. In approving candidates for nomination the Board
shall take into consideration the factors set forth in the Rules and Regulations and shall
determine: (i) in the case of Public Interest Directorships, that each candidate has more than four
years experience representing consumer or community interests in banking services, credit needs,
housing or consumer financial protections, (ii) in the case of other Independent Directorships,
that each candidate has experience in or knowledge of one or more of the following areas: auditing
and accounting, derivatives, financial management, organizational management, project development,
risk management practices and the law, and (iii) in the case of (i) or (ii), that each candidate
meets such additional or alternative qualifications as the Rules and Regulations may prescribe.
The Board may also consider other factors including the skills and experience most likely to add
strength to the Board.
(d) Tabulation of Votes. If the Board nominates more nominees for Independent and/or
Public Interest Directorships than the number of directorships to be filled for either or both
categories of directorships, then member votes for each category shall be tabulated separately. In
other words, the Public Interest Director nominee(s) receiving the highest number of votes will be
elected to the open Public Interest Directorships and the non-public interest
Independent
Directorship nominees receiving the highest number of votes will be elected to the open non-public
interest
Independent Directorships. If the Board nominates only one nominee for each open
directorship, in order to be elected each nominee must receive at least twenty percent of the
number of votes eligible to be cast (or such other percentage as the Rules and Regulations may
prescribe).
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SECTION 3.02 Board Meetings.
(a) Regular Meetings. Regular meetings of the Board may be held on such days and at
such times and places as shall be determined from time to time by the Board. Regular meetings may
be held without notice thereof, but the Board may direct the giving of five days notice of such
meeting to each Director.
(b) Special Meetings. Special meetings of the Board may be called by its Chairperson,
its Vice Chairperson, or the Chief Executive Officer of the Bank on at least one days prior notice
to each Director, and shall be called by the Secretary of the Bank upon like notice on the written
request addressed to the Secretary of the Bank of three Directors stating the reasons therefor.
The notice of each such special meeting shall stipulate the day, time, and place of such meeting
and shall contain a statement of the purpose or purposes of each such meeting. Each such meeting
may be held on any day and at any time and place without previous notice if two-thirds of the
Directors consent thereto.
SECTION 3.03 Compensation. The Directors shall be compensated for their time and
reimbursed for their expenses in the performance of their duties in accordance with resolutions
adopted by the Board that comply with the Rules and Regulations and the Act.
SECTION 3.04 Quorum Voting. Except as otherwise provided herein, at any regular
meeting or any special meeting of the Board, a majority of the Directors shall constitute a quorum
for the transaction of business, but a smaller number may adjourn from time to time until a quorum
is present. A majority of the Directors present at any meeting, a quorum being present, shall
decide questions submitted for decision.
SECTION 3.05 Officers of the Board. The officers of the Board shall be a Chairperson
and a Vice Chairperson, each elected from among the Directors for a two-year term by a majority of
the Board. In the event of the absence or disability of the Chairperson for any period or in the
event of a vacancy during the term of office of the Chairperson, the Vice Chairperson shall perform
such duties until the vacancy has been filled for the remaining term of the Chairperson or the
remaining term of the Chairperson has expired. In the event that neither the Chairperson nor the
Vice Chairperson is available to carry out the requirements of the Chairperson for any period or in
the event of concurrent vacancies during the term of office of the Chairperson and the Vice
Chairperson, a majority of the Board (a) shall elect from among the Directors an acting Chairperson
to fulfill the duties usually performed by the Chairperson of the Board until the vacancy has been
filled for the remaining term of the Chairperson or the remaining term of the Chairperson has
expired, and (b) may elect from among the Directors an acting Vice Chairperson to fulfill the
duties usually performed by the Vice Chairperson of the Board until the vacancy has been filled for
the remaining term of the Vice Chairperson or the
remaining term of the Vice Chairperson has
expired. The Chairperson and the Vice Chairperson shall have such duties as are usually incident
to their respective offices and such as may be assigned to them by the Board.
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SECTION 3.06 Removal of Officers of the Board. Upon the request of any member of the
Board, the Chairperson, the Vice Chairperson, or the Chief Executive Officer shall convene a
meeting of the Board to determine whether the Chairperson, Vice Chairperson, Acting Chairperson, or
Acting Vice Chairperson should be removed from office for good cause. Notice shall be given to
each Director five days prior to the meeting. The notice of such meeting shall stipulate the day,
time, and place of such meeting and shall contain a statement of the purpose or purposes of such
meeting. At such meeting, the person calling the meeting shall report fully on the reason for the
meeting. If a majority of the Board determines that there is an adequate basis to conclude that
good cause may exist for removal, the Executive Committee shall be charged with the responsibility
for making a full investigation of the facts bearing on whether the Chairperson, Vice Chairperson,
Acting Chairperson or Acting Vice Chairperson should be removed for good cause and for recommending
the action to be taken, if any, in any particular case. Removal for good cause, at a minimum,
should be based upon a violation of the Banks Code of Conduct and Ethics, the Directors Conflict
of Interest Policy, or the Directors duties and obligations as provided under the Act and the
Rules and Regulations, including, without limitation, a Directors attendance record at meetings of
the Board and its committees. All Executive Committee members, except for the Chairperson, Vice
Chairperson, Acting Chairperson or Acting Vice Chairperson who is the subject of the investigation,
as the case may be, shall be permitted to participate in the deliberations and actions of the
Executive Committee. The Executive Committee shall provide the Chairperson, Vice Chairperson,
Acting Chairperson or Acting Vice Chairperson who is the subject of the investigation a reasonable
opportunity to be heard and to respond to the charges. After completion of the investigation, the
Executive Committee shall report to the Board at a regular meeting or a special meeting called for
such purpose with respect to its investigation and its recommendation as to action to be taken, if
any. Upon receiving such recommendation, the Board by a two-thirds vote of all Directors eligible
to serve on the Board, except for the person who is the subject of the removal proceeding, may
remove the respective Chairperson, Vice Chairperson, Acting Chairperson or Acting Vice Chairperson
for good cause. Removal of the Chairperson, Vice Chairperson, Acting Chairperson or Acting Vice
Chairperson shall not affect such individuals right to continue as a Director.
SECTION 3.07 Procedure to Fill Vacancy of Elective Director. (a) Except as provided in (b)
below, in the event of a vacancy during the term of office of an elective a Director, the Chairperson of the
Board shall develop a recommendation to fill the vacancy for the Boards consideration. In
developing his recommendation, the Chairperson of the Board may consider one or more of the
following factors, which are intended to be illustrative, but not exhaustive:
(i) the length of time remaining on the applicable term of office;
(ii) the results of the previous election in the applicable state;
(iii) the recommendations of other elective Directors from the applicable state, if any;
(iv) the recommendations of other members from the applicable state;
(v) the recommendations of trade associations from the applicable state;
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(vi) geographic diversity;
(vii) previous experience as a director of the Bank;
(viii) needs of the Board for expertise in a particular area such as finance, accounting,
residential housing, or law;
(ix) the desirability of representation of a particular charter-type such as a commercial
bank, credit union, or insurance company; and
(x) the capital investment, outstanding advances, and other activities of a member with the
Bank.
Upon completion of his deliberations, his recommendation of one or more candidates will be reported
to the Board at the next scheduled regular or special meeting of the Board. The Board will then vote to
fill the vacancy. The candidate receiving the vote of a majority of all remaining Directors
(excluding vacancies), regardless of whether such remaining Directors constitute a quorum of the
Banks Directors, shall be declared the winner. If a majority vote is not obtained, a second vote
shall be taken including only the names of candidates receiving the most or second most votes in
the previous vote. This process shall continue until a candidate receives the required votes or
the election is postponed to a future meeting of the Board.
(b) If the Rules and Regulations require a vacancy during the term of a Director to be filled
by a process other than as described in (a) above, the Board shall follow the process required by
the Rules and Regulations.
SECTION 3.08 Order of Business. At meetings of the Board, business shall be
transacted in such order as, from time to time, the Board may determine. At all meetings of the
Board, the Chairperson, or in his absence the Vice Chairperson, or in the absence of both of these
officers, a chairperson pro tempore selected by the Board, shall preside.
SECTION 3.09 Designation of Depositories. Except as otherwise provided by the Act or
the Rules and Regulations, the Board shall designate the trust company, trust companies, bank, or
banks (which may include a Federal Reserve Bank), in which shall be deposited the monies or
securities of the Bank. Notwithstanding the foregoing provisions of this section, any special
series United States Treasury obligations owned by the Bank shall be held with such depository or
depositories as may be provided in the Rules and Regulations.
SECTION 3.10 Voting; Presumption of Assent. At all meetings of the Board, each
Director present shall have one vote. A Director of the Bank who is present at the meeting of the
Board at which action on any matter is taken shall be presumed to have assented to the action
unless such Directors dissent shall be entered in the minutes of the meeting or unless such
Director shall either file his written dissent to such action with the person acting as secretary
of the meeting before the adjournment thereof or forward any dissent by certified or registered
mail to the Secretary of the Bank as promptly as practicable after adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted in favor of such action.
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SECTION 3.11 Telephone Meetings. Unless restricted by the Organization Certificate of
the Bank (as amended or otherwise modified from time to time, the Organization Certificate), the
Act, or the Rules and Regulations, any one or more members of the Board or any committee thereof
may participate in a meeting of the Board or such committee by means of a conference telephone or
other communications equipment, by means of which all persons participating in the meeting can
speak and be heard by each other. Participation by such means shall constitute presence in person
at a meeting.
SECTION 3.12 Duties and Powers of Directors. The Board shall have such powers and
duties as are provided for by the Act, the Rules and Regulations, the Organization Certificate, and
the Bylaws.
SECTION 3.13 Notice of Meeting. Except as otherwise provided herein, notice of
meetings of the Board may be communicated by any usual means of communication. Such notice may be
communicated, without limitation, in person; by telephone, facsimile, or other electronic
transmission; or by mail or private carrier. Written notice of a meeting of the Board is effective
at the earliest of the following: (a) when received; (b) upon its deposit in the Untied United States
mail, as evidenced by the postmark, if mailed with postage thereon prepaid and correctly addressed;
(c) if by facsimile or other electronic transmission, by acknowledgment receipt of the electronic transmission;
or (d) on the date shown on the confirmation or refusal of delivery issued by a nationally
recognized private carrier, if sent by a nationally recognized private carrier to the address of
the Director last known to the Bank. Oral notice is effective when actually communicated to the
Director.
SECTION 3.14 Action Without a Meeting. Any action required or permitted to be taken
by the Board at a Board meeting may be taken without a meeting if all Directors then in office
consent thereto in writing, provided that such writing or writings shall be filed with the minutes
of proceedings of the Board. Such a written consent and the signing or authentication thereof may
be accomplished by one or more electronic transmissions. Action taken under this Section 3.14
shall be effective when the last Director signs (or otherwise authenticates) the consent unless the
consent specifies a later effective date, in which event such action shall be effective as of the
later date specified therein, provided that the consent contains or otherwise indicates the date of
execution of each Director. A consent signed (or otherwise authenticated) under this Section shall
have the effect of a meeting vote and may be described as such in any document.
ARTICLE IV
COMMITTEES
SECTION 4.01 Standing Committees. The Standing Committees described in this Section
shall have such responsibilities and authority as are set forth herein, together with such other
responsibilities and authority provided for by the Act, the Rules and Regulations, the respective
charters of such Standing Committees, and as otherwise may from time to time be provided in
resolutions adopted by the Board. The Board shall designate members of the
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Standing Committees
from among its members. Each Standing Committee shall, subject to the provisions of these Bylaws,
fix its own rules of procedure, and shall meet as provided by such rules, its charter, or by
resolution of the Board, and it shall also meet at the call of the Chairperson of the Board or of
the Chief Executive Officer of the Bank. Unless otherwise set forth in the Act, the Rules and
Regulations, resolutions adopted by the Board, or the charter of a Standing Committee, each
Standing Committee shall have the power to select, engage, and retain staff, legal counsel, and
other outside advisers and consultants to perform such duties as a Standing Committee may from time
to time prescribe.
(a) Executive Committee. At its first meeting in each calendar year at for which
all elective and appointive Directors have received notice of the meeting, the Board shall select an Executive
Committee, consisting of the Chairperson of the Board, the Vice Chairperson of the Board,
and the chairperson of each Standing Committee. At such meeting, the Board by resolution
may specify that the members of the Executive Committee present and not disqualified from
voting at a meeting of the Executive Committee, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board to act at such meeting in place of any
absent or disqualified member. The vice chairperson of each Standing Committee will be an
alternate member of the Executive Committee and will act at any Executive Committee meeting
in place of the chairperson of such Standing Committee if such chairperson is unable to act
at any meeting of the Executive Committee. The Chairperson of the Board, or in his absence,
the Vice Chairperson, or in the absence of both, a member, designated by a majority of the
members present at any meeting, shall serve as Chairperson of the Executive Committee.
Vacancies in the Executive Committee shall be filled by the Board.
The Executive Committee shall hold regularly scheduled meetings as the Executive
Committee shall determine each year. Regular meetings may be held without notice thereof,
but the Chairperson of the Executive Committee may direct the giving of five days notice of
such meeting to each member of the Executive Committee. The Chairperson or the Vice
Chairperson of the Executive Committee or the Chief Executive Officer of the Bank may call
additional meetings on at least one days prior notice to each member of the Executive
Committee. The notice of each such additional meeting shall stipulate the day, time, and
place of such meeting or if necessary the instructions necessary to participate in a meeting
and shall contain a statement of the purpose or purposes of each such meeting. Any
additional meeting may be held on any day and at any time and place without prior notice if
two-thirds of the members of the Executive Committee consent thereto.
During the intervals between the meetings of the Board, the Executive Committee shall
possess and may exercise all of the powers of the Board, other than those powers assigned to
the Audit Committee and those powers set forth in Section 7.08, in the management and
direction of the affairs of the Bank in all cases in which specific directions shall not
have been given by the Board.
All actions by the Executive Committee shall be reported to the Board at its meeting
next succeeding such actions, and shall be subject to revision and alteration by
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the Board;
provided, however, that no rights of third parties shall be affected by any such revision or
alteration. Regular minutes of the proceedings of the Executive Committee shall be kept in
a book provided for that purpose.
In the event of a national emergency, if all of the persons herein before authorized to
call a meeting of the Executive Committee are unavailable for duty, a meeting may be called
by any other member of the Board.
(b) Audit Committee. At its first meeting in each calendar year at for which all elective and appointive
Directors have received notice of the meeting, the Board shall select an Audit Committee,
consisting of five or more members of the Board, each of whom shall meet the criteria of
independence set forth in the Act and the Rules and Regulations. The Audit Committee shall
possess and may exercise all of the powers and duties provided for in the Act, in the Rules
and Regulations, in the Banks Audit Committee charter, and by the Board.
(c) Risk Management Committee. At its first meeting in each calendar year at for which all elective and appointive
Directors have received notice of the meeting, the Board shall select a Risk
Management Committee. The Risk Management Committee shall oversee the process by which the
Bank manages its credit, market, interest rate, liquidity, and operational risks and the
process used to determine, and the adequacy of, the Banks loss reserves. The Risk
Management Committee shall monitor the performance of the Banks internal risk review
function.
(d) Affordable Housing and Economic Development Committee. At its first
meeting in each calendar year at for which all elective and appointive Directors have received notice of the meeting,
the Board shall select an Affordable Housing and Economic Development Committee. The
Affordable Housing and Economic Development Committee, with respect to affordable housing
and economic development, shall oversee the Banks programs and activities to ensure that
the Bank complies with the Act and the Rules and Regulations. At least annually, the
Affordable Housing and Economic Development Committee shall review the Banks Community
Lending Plan, Affordable Housing Implementation Plan, and Affordable Housing Conflict of
Interest Policy and make recommendations to the Board on any amendments or modifications to
such plans and policies. The Affordable Housing and Economic Development Committee shall
review and approve, prior to implementation, any recommendations made to the Board regarding
the Banks Affordable Housing Program. The Affordable Housing and Economic Development
Committee shall review and approve, prior to funding, all grants recommended for funding
under the Banks Affordable Housing Program.
(e) Compensation and Human Resources Committee. At its first meeting in each
calendar year at for which all elective and appointive Directors have received notice of the meeting, the Board shall
select a Human Resources Committee. The Human Resources Committee shall review and
recommend to the Board actions that should be taken on those human resources policies and
procedures as presented by the management of the Bank, or as deemed appropriate by the
Board, or as required by federal statute or regulation, or as required by benefit plan
design or prior corporate resolution. The Human Resources
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Committee shall make
recommendations regarding the appointment of officers of the Bank. The Human Resources
Committee shall be responsible for monitoring the Banks advancement of the Banks
Affirmative Action Plan objectives and shall make recommendations to the Board with respect
to all aspects of the Presidents compensation and terms of employment.
(f) Government Relations Committee. At its first meeting in each calendar year
at for which all elective and appointive Directors have received notice of the meeting, the Board shall select a
Government Relations Committee. The Government Relations Committee shall advise management
of the Bank with respect to the Banks relationship with legislative bodies and executive
agencies that impact the Bank and its operations.
(g) Strategic Planning Committee. At its first meeting in each calendar year for
which all Directors have received notice of the meeting, the Board shall select a Strategic
Planning Committee. The Strategic Planning Committee shall assist the Board in monitoring,
evaluating, and reviewing the development and implementation of long- term strategic plans and in
responding to changes in market conditions, external business risks in the financial market, and
significant opportunities which may require the Boards attention.
SECTION 4.02 Other Committees. The Board may delegate from time to time to suitable
committees any duties that are required to be executed during the intervals between the meetings of
the Board, and such committees shall report and make recommendations to the Board when and as
required by the Board. Such committees shall be selected so as to employ the services as nearly as
is feasible of all of the membership of the Board. Nothing in this section shall limit the power
of the Board to establish additional committees on an ad hoc or standing basis or to assign
additional responsibilities to any committee. No such committee appointed by the Board under this
Section 4.02 shall have the authority of the Board in reference to any powers reserved to the full
Board by any Board resolution, these Bylaws, or the charter of any committee so established,
including, without limitation, the powers of the Board set forth in Section 7.08.
SECTION 4.03 Telephone Meetings. Members of any committee of the Board may participate
in a meeting of such committee by means of a telephone or other communications equipment allowing
all persons participating in the meeting to speak to and hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.
SECTION 4.04 Notice of Meeting. Except as otherwise provided herein, notice of
meetings of any committee of the Board may be communicated by any usual means of communication.
Such notice may be communicated, without limitation, in person; by telephone, facsimile, or other
electronic transmission; or by mail or private carrier. Written notice of a meeting of any
committee of the Board is effective at the earliest of the following: (a) when received; (b) upon
its deposit in the Untied States mail, as evidenced by the postmark, if mailed with postage thereon
prepaid and correctly addressed; (c) if by facsimile or other electronic transmission, by
acknowledgment of the electronic transmission; or (d) on the date shown on the
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confirmation or
refusal of delivery issued by a nationally recognized private carrier, if sent by a nationally
recognized private carrier to the address of the Director last known to the Bank. Oral notice is
effective when actually communicated to the member of the committee.
SECTION 4.05 Quorum. Unless otherwise set forth in the Act, the Rules and
Regulations, resolutions adopted by the Board, or the charter of a committee, a majority of any
committee shall be necessary and sufficient to constitute a quorum and in every case the
affirmative vote of a majority of the members present at a meeting at which a quorum is present
shall be necessary and sufficient for the passage of any resolution. Each committee may act by the
written resolution of a quorum thereof although not formally convened; provided, however, that to
the extent practicable each member of the committee will be given notice of the matter that is the
subject of the written resolution.
ARTICLE V
OFFICERS AND EMPLOYEES
SECTION 5.01 Officers. The corporate officers of the Bank shall be a President, a
Treasurer, a Corporate Secretary, and one or more Executive Vice Presidents, Senior Vice
Presidents, one or moreVice Presidents, a Treasurer, a Secretary,Assistant Vice Presidents, Assistant Treasurers,
Assistant Corporate
Secretaries and such other officers, assistant or deputy officers, all of whom as shall be appointed and
confirmed by the Board.
The President shall also be the Chief Executive Officer of the Bank and shall, subject to the
direction of the Board, have responsibility for the general and active management of the business
of the Bank, and shall see that all orders and resolutions of the Board are carried out.
The same person may hold two or more offices but no person shall execute, acknowledge or
verify any instrument in more than one capacity and the offices of President and Secretary shall
not be held by the same person. All corporate officers shall hold office for one year or until
their respective successors are appointed and confirmed by the Board. The Board may also appoint
such other corporate officers as it shall deem necessary who shall have such authority and shall
perform such duties as from time to time may be prescribed by the Board.
Each of the salaried corporate officers of the Bank shall devote his entire time, skill and
energy to the business of the Bank, unless the contrary is expressly consented to by the Board.
The corporate officers shall have such powers and duties as are usually incident to their
respective offices and such as may be assigned to them by the Board. They shall have full
responsibility for the operation of the Bank under the direction of the Board and the President.
They shall make a full report to appropriate committees of the Board of matters under consideration
or to be considered by such committees and shall see that a full report of the operation of the
Bank is made to the President and to the Board at each regular meeting thereof.
The corporate officers of the Bank designated by the Board may extend or deny credit and take
such other action in conformity with the policies and procedures approved by the Board
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and
governing the extension of credit to the Banks members and others authorized to obtain extensions
of credit from the Bank.
SECTION 5.02 Employees and Legal Counsel. There shall also be such other employees
(which may include inside legal counsel) as the Board may authorize or whose appointment the Board
may ratify; and they shall have such duties as shall be assigned to them by the Board and the Chief
Executive Officer of the Bank. The Board may retain outside legal counsel.
SECTION 5.03 Removal. Any officer may be removed by the Board whenever in its
judgment the best interests of the Bank would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the persons so removed. Appointment or confirmation
of an officer shall not of itself create contract rights of such officer with respect to the Bank.
An officer shall cease to be an officer upon termination of his employment by the Bank. The
President shall have the authority to terminate the employment of any employee except the Banks
Director of Internal Audit.
SECTION 5.04 Vacancies. Whenever any vacancies shall occur in any office by death,
resignation, increase in the number of officers of the Bank, or otherwise, the same shall be filled
by the Board, and the officers so elected shall hold office until their successors are chosen and
qualified.
SECTION 5.05 Resignations. Any officer may resign at any time. Such resignations
shall be made in writing and shall take effect at the time specified therein, or, if no time be
specified, at the time of its receipt by the President. The acceptance of a resignation shall not
be necessary to make it effective, unless expressly so provided in the resignation. An officers
resignation does not itself affect the contract rights, if any, between the officer and the Bank.
SECTION 5.06 Compensation. The compensation of officers, other than the President,
and other employees of the Bank shall be set by the President; provided that the aggregate
compensation of all employees in any year shall not exceed the amount of compensation included in
the budget for such year approved by the Board. The form and amount of the compensation paid to
the President shall be set by the Board.
ARTICLE VI
CAPITAL STOCK
SECTION 6.01 Issuance, Transfer, Redemption, Repurchase, and Dividends. Each member
and former member of the Bank shall be required to acquire and retain capital stock in the manner
and amount prescribed by the Act, the Rules and Regulations, and the Capital Plan. The manner of
issuance, transfer, redemption, and repurchase of capital stock as well as the payment of dividends
thereon shall be as prescribed in the Capital Plan, subject to the provisions of the Rules and
Regulations.
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ARTICLE VII
GENERAL PROVISIONS
SECTION 7.01 Minutes. Accurate minutes of all meetings of the stockholders of the
Bank, of the Board, and of the committees of the Board, shall be signed (or otherwise
authenticated) by the presiding officer and attested under the seal of the Bank by the Secretary,
Assistant Secretary or other person designated to record the minutes of such meeting. The original
copies of such minutes shall be preserved by the Bank in minute books in custody of the Secretary
of the Bank.
SECTION 7.02 Banking Hours. The Bank shall be kept open for business for such hours
as the Board shall fix, and employees shall remain in performance of their duties for such hours as
may be required by said Board or the President of the Bank.
SECTION 7.03 Budget. The President and the Chief Executive Officer of the Bank shall,
prior to the end of each calendar year, prepare and submit to the Board a proposed operating
expense budget and a proposed capital expenditure budget for the following calendar year. The
Board shall promptly consider the proposed budget and shall adopt a budget for the following
calendar year.
SECTION 7.04 Surety Bonds and Insurance. The Bank shall maintain adequate surety
bonds as determined by the Board, covering all officers, employees, attorneys, or agents having
control over or access to monies, securities, or other property owned by the Bank or in its
possession. The Bank shall comply with all provisions of the law as to the maintenance of
liability, workers compensation, or other insurance, and shall maintain such additional forms and
amounts of insurances as the Board may, from time to time, determine necessary or desirable for the
protection of the Bank.
SECTION 7.05 Signing of Papers. All checks, contracts, deeds, bonds, assignments,
releases, or other documents of the Bank shall be signed (or otherwise authenticated) in the name
of the Bank by any officer or employee designated by the Board of Directors. When authorized by
the Board, checks may be issued by the Bank bearing the facsimile signature of any officer or
employee designated by the Board. Any device used to affix a facsimile signature shall be used and
controlled in the manner and by the person or persons designated by the Board.
SECTION 7.06 Operations. The Bank shall operate and do business within the provisions
of the Act, the Rules and Regulations, the Organization Certificate, the Capital Plan, these
Bylaws, and such directives not inconsistent with the foregoing as the Board may from time to time
adopt.
SECTION 7.07 Fiscal Year. The fiscal year of the Bank shall begin on the first day of
January.
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SECTION 7.08 Amendment. These Bylaws may be altered, amended, restated, or repealed
and new Bylaws may be adopted at any meeting of the Board, at which a quorum is present, by a
majority vote of Directors present at such meeting so long as notice of the action proposed to be
taken in respect of the Bylaws shall have been given to each Director at least ten (10) days prior
to such meeting.
SECTION 7.09 Invalid Provisions. If any part of these Bylaws shall be held invalid or
inoperative for any reason, the remaining parts, so far as it is possible and reasonable, shall
remain valid and operative.
SECTION 7.10 Waiver. Whenever any notice is required to be given under the provisions
of the Organization Certificate, the Act, the Rules and Regulations, or these Bylaws, a waiver
thereof in writing signed (or otherwise authenticated) by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be equivalent to the giving of such
notice.
SECTION 7.11 Time Periods. In applying any provision of these Bylaws which requires
that an act be done or not be done within a specified number of days prior to an event or that an
act be done during a period of a specified number of days prior to an event, calendar days shall be
used in making such computation, the day of the doing of the act shall be excluded and the day of
the event shall be included.
SECTION 7.12 Construction. The masculine gender, where appearing in these Bylaws,
shall be deemed to include the feminine gender. Wherever appropriate in the context, terms used
herein in the singular also include the plural and vice versa.
ARTICLE VIII
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 8.01 General. (a) The Bank shall, to the fullest extent permitted by law,
indemnify any person who was or is a party, whether as a plaintiff acting with the approval of the
Board, or as a defendant, or is threatened to be made a party to or is involved (including, without
limitation, as a witness) in, any threatened, pending or completed investigation, claim, action,
suit or proceeding, whether civil, criminal, arbitrative, administrative or investigative
(including, without limitation, any action, suit, or proceeding by or in the right of the Bank to
procure a judgment in its favor) and whether formal or informal (each of the foregoing a
Proceeding), by reason of the fact that he is or was a Director, officer, or employee of the
Bank, or is or was serving at the request of the Bank as a director, officer, partner, trustee, or
employee of another corporation, partnership, joint venture, trust, or other enterprise (including
service with respect to an employee benefit plan), or by reason of having allegedly taken or
omitted to take any action in connection with any such position, against all liability (including
the obligation to pay a judgment, settlement, penalty or fine, including any excise tax assessed
with respect to an employee benefit plan), loss, and expenses (including attorneys fees) actually
and reasonably incurred or suffered by him in connection with such Proceeding if, as determined in
accordance with Section 8.02, he acted in good faith and in a manner he reasonably believed to be
in or not
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opposed to the best interests of the Bank, and, with respect to any Proceeding, had no
reasonable cause to believe his conduct was unlawful, except such liabilities and expenses as are
incurred because of such persons breach of his duty of loyalty to the Bank or its stockholders,
any act or omission by such person which involves willful misconduct or knowing violation of the
criminal law, or any transaction from which such person derived any improper personal benefit. The
termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that (i) the person did
not act in good faith and in a manner which he reasonably believed to be in or not opposed to the
best interests of the Bank or (ii) with respect to any Proceeding, had reasonable cause to believe
that his conduct was unlawful. Any Director, officer, or employee of the Bank who is or was
rendering services to the Financial Institutions Retirement Fund, the Financing Corporation, the
Resolution Funding Corporation, the Office of Finance, the Council of Federal Home Loan Banks and
any Federal Home Loan Bank System committee, including but not limited to the Bank Presidents
Conference, and their successors, shall be deemed to be serving or have served, at the request of
the Bank.
(b) Notwithstanding anything else to the contrary in these Bylaws, to the extent any Director,
officer, employee, partner, or trustee has been successful on the merits or otherwise in defense of
any Proceeding referred to in this Article VIII, or in defense of any claim, issue, or matter
therein, he shall be indemnified to the fullest extent permitted by this Article VIII.
SECTION 8.02 Procedure. Any indemnification under this Article VIII (unless otherwise
ordered by a court) shall be made by the Bank only as authorized in the specific case or categories
of cases upon a determination that indemnification of the Director, officer, employee, partner, or
trustee is proper in the circumstances because, in the Boards discretion, such person has met the
applicable standard of conduct set forth in this Article VIII.
Such determination shall be made promptly, but in any event no later than sixty (60) days
after the date on which a written request from the person seeking indemnification was received by
the Secretary of the Bank, (a) by the Board by a majority vote of a quorum of the Directors who are
not and have not been parties to such Proceeding or any similar Proceeding then pending
(Disinterested Directors) or (b) if such a quorum is not obtainable, or, even if obtainable, a
quorum of Disinterested Directors so directs, by independent legal counsel in a written opinion.
Such persons costs and expenses incurred in connection with successfully establishing his
right to indemnification, in whole or in part, in any such action shall also be indemnified by the
Bank.
SECTION 8.03 Advancement of Expenses. Reasonable expenses, including attorneys fees,
incurred in defending a Proceeding shall be paid or reimbursed by the Bank in advance of the final
disposition of such Proceeding upon receipt by the Secretary of the Bank of (a) a written
affirmation by the Director, officer, employee, partner, or trustee of such persons good faith
belief that he has met the standard of conduct set forth in this Article VIII and (b) a written
undertaking by or on behalf of the Director, officer, employee, partner, or trustee to repay all
amounts paid or reimbursed only if it shall ultimately be determined that he is not entitled to be
indemnified by the Bank. The undertaking required by clause (b) of this Section 8.03 (i) shall
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be
an unlimited general obligation of such person, (ii) need not be secured, and (iii) shall be
accepted without reference to financial ability to make repayment.
SECTION 8.04 Rights Not Exclusive. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be entitled under any
law, bylaw, agreement, vote of stockholders or Disinterested Directors, or otherwise, both as to
actions in his official capacity and as to actions in another capacity undertaken at the request of
the Bank.
SECTION 8.05 Indemnification of Agents of the Bank. The Bank may, to the extent
authorized by the Board from time to time, grant rights to indemnification and advancement of
expenses to agents of the Bank to the full extent of the provisions of this Article VIII with
respect to the indemnification of Directors, officers, employees, partners, or trustees of the
Bank.
SECTION 8.06 Insurance. The Bank, pursuant to a resolution of the Board, shall have
the power to purchase and maintain insurance, at the Banks expense, on behalf of itself and any
person who is or was a Director, officer, employee, partner, trustee, or agent of the Bank, or is
or was serving at the request of the Bank as a Director, officer, employee, partner, trustee, or
agent of any corporation, partnership, joint venture, trust or other enterprise against any
expense, liability, or loss asserted or threatened against him or incurred or suffered by him in
any such capacity, or arising out of his status as such, whether or not the Bank would have the
power to indemnify him against such expense, liability, or loss under the provisions of this
Article VIII.
SECTION 8.07 Survival Of Rights. The indemnification and advancement of expenses
provided by, or granted pursuant to this Article VIII, shall continue without any subsequent
amendment or change as to a person who has ceased to be a Director, officer, employee, partner,
trustee, or agent and shall inure to the benefit of the heirs, executors, and administrators of
such a person. In the event that any change is made to these Bylaws to reduce, restrict, or
eliminate the indemnification and advancement of expenses provisions of this Article VIII, such
provisions shall continue unchanged as to any Director, officer, employee, partner, trustee, or
agent of the Bank, with respect to any action taken or omitted by such Director, officer, employee,
partner, trustee, or agent (in such persons position with the Bank or any other entity for which
such person is or was serving as a director, officer, employee, partner, trustee, or agent at the
request of the Bank) prior to the time that such change in the Bylaws was made.
SECTION 8.08 Contracts of Indemnification. The Chief Executive Officer is authorized
to enter into contracts of indemnification with each Director, officer, employee, or agent of the
Bank with respect to the indemnification provided in this Article VIII and to renegotiate such
contracts as necessary to reflect changing laws and business circumstances. The Bank may create a
trust fund, grant a security interest, or use any other means (including, without limitation, a
letter of credit) to ensure the payment of such amounts as may be necessary to effect any
indemnification and advancement of expenses as provided in this Article VIII.
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SECTION 8.09 Right of Indemnitee to Bring Suit. The rights to indemnification and to
the advancement of expenses conferred in this Article VIII shall be contract rights. If (a) the
Bank denies a Directors, officers, employees, partners, trustees, or agents written claim for
indemnification under this Article VIII, (b) the Bank has not paid an indemnification claim in full
within ten days after the Board or court determines that indemnification of the Director, officer,
employee, partner, trustee, or agent requesting such indemnification is proper, or (c) the Bank has
not paid in full within twenty days after the requirements for the advancement of expenses set
forth in this Article VIII have been satisfied, the Director, officer, employee, partner, trustee,
or agent requesting such payment may at any time thereafter apply to any court of competent
jurisdiction for an order directing the Bank to provide indemnification or to make an advancement
of expenses. The court shall order the Bank to make an advancement of expenses or to provide
indemnification, as the case may be, if it determines that the Director, officer, employee,
partner, trustee, or agent requesting such payment is entitled under these Bylaws to such an
advancement of expenses or indemnification, and in such event shall order the Bank to pay such
persons reasonable expenses (including attorneys fees) to obtain the order. Neither the failure
of the Bank (including, the Board, any committee, legal counsel, or its stockholders) to have made
a determination, as provided in Section 8.02, prior to the commencement of such action permitted by
this Section, that such person is entitled to receive indemnification, nor the determination by the
Bank (including, the Board, any committee, legal counsel, or its stockholders) that such person is
not entitled to an advancement of expenses or indemnification, shall create a presumption to that
effect or otherwise itself be a defense to such persons application for an advancement of expenses
or indemnification.
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Adopted by the Board of Directors on
December 16, 2004,
as amended by the Board of Directors on:
June 30, 2005
September 30, 2005
March 23, 2010
December 16, 2004,
as amended by the Board of Directors on:
June 30, 2005
September 30, 2005
March 23, 2010
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