Bylaws of the Federal Reserve Bank of Boston

Approved by the Board of Directors of the Federal Reserve Bank of Boston on August 9, 2012.

Article I - Board of Directors
Article II - Committees
Article III - Officer and Other Appointments
Article IV - Stock Holdings
Article V - Business Hours
Article VI - Emergency Procedures
Article VII - Amendments

Article I - Board of Directors

Section 1. Powers.

The business of this Bank shall be conducted under the supervision and control of its Board of Directors (hereinafter the "Board"), and the Board 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 supervisory authority vested by law in the Board of Governors of the Federal Reserve System (hereinafter the "Board of Governors"). The Board may at its discretion delegate the powers of the Board as set forth in this Section 1, subject to the Federal Reserve Act and any other provision of these bylaws prohibiting such delegation, and except with respect to the appointment and compensation of the Bank's President, First Vice President, and General Auditor.

Section 2. Supervision and Regulation Matters.

The Board shall not participate in institution-specific supervision and regulation matters and shall not receive confidential supervisory information. The Board may consider administrative matters related to the supervision and regulation function, such as the approval of the annual budget for the supervision and regulation function and the selection, appointment, or compensation of Bank officers whose primary duties involve supervision and regulation matters. Class A directors, and Class B directors who are affiliated with a thrift holding company that is supervised by the Federal Reserve ("affiliated Class B directors"), shall not vote on administrative matters related to the supervision and regulation function, although they may be counted to determine whether a quorum of directors is present. Action by the Board on administrative matters related to the supervision and regulation function shall be upon a vote of Class B directors, who are not affiliated Class B directors, and Class C directors present at the board or relevant committee meeting.

Section 3. Qualification and Vacancies.

All candidates for election as a director shall be citizens of the United States and shall meet such other qualifications required by law. As soon as practicable after the occurrence of any vacancy in the elective 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 4. Meetings.

Wherever the term "meeting(s)" appears in these Bylaws it includes a meeting where the participants therein are not physically assembled in the same place but are in audible communications with each other. There shall be regular monthly meetings of the Board on such days as the Board may determine. The Board shall have power to fix the hour and place of holding regular or special meetings. The Board or the Chair or the Deputy Chair of the Board may call a special meeting at any time and the Chair or the Deputy Chair shall do so upon the written request of any three directors or of the President, or the First Vice President in the absence of the President. In the absence or disability of both the Chair and the Deputy Chair, the President (or, in the absence or disability of the President, the First Vice President) may call a special meeting at any time. Notice of regular and special meetings may be given by the Secretary or an Assistant Secretary and shall be given by mail, electronic mail, or by telephone addressed to each director at the place designated by him or her to the Secretary from time to time as the place to which to send notices of such meetings intended for him or her. If given by mail, such notice shall be mailed at least three days before the date of the meeting. If given by electronic mail or telephone, such notice shall be dispatched at least twenty-four hours before the time of the meeting. The provisions for notice of regular meetings are directory only, and failure to send the prescribed notice or failure to transmit it within the time or in the manner prescribed shall not invalidate any such meetings held at the times therefore prescribed hereunder. Notices of meetings need not state the purpose thereof or the business to be transacted.

Section 5. Quorum.

A majority of the directors in office at the time of holding any meeting of the Board shall constitute a quorum for the transaction of business at such meeting, and action by the Board shall be upon the vote of a majority of the eligible directors present at any meeting of the Board at which a quorum is present, but less than a quorum may adjourn from time to time until a quorum is in attendance. In accordance with the above Article I, Section 2 and Article III, Section 1, Class A and affiliated Class B directors shall not vote on matters related to the supervision and regulation functions or on the appointment or reappointment of the President or First Vice President.

Section 6. Order of Business.

The Board may from time to time make such rules and regulations as to order of business as may seem to it desirable.

Section 7. Material Change in Director's Occupation or Association.

If a director's principal occupation or business association changes materially during his or her tenure as director and the director does not tender his or her resignation to the Chair of the Board, then the Chair of the Board, in consultation with the Bank's President, shall review the appropriateness of continued board service and recommend to the Board of Directors of the Bank whether to request or demand and accept the director's resignation. If the material change of principal occupation or business association involves the Chair, the Deputy Chair will review the appropriateness of continued board service with the President and recommend to the Board whether to request or demand and accept the Chair's resignation. The directors to whom a demand or a request has been made to tender his or her resignation will be recused from any Board deliberations until the matter has been resolved.

Section 8. Directors' Conduct

Directors should avoid any action that might adversely affect public confidence in the integrity of the Federal Reserve System. Directors should not engage in any conduct, business, and/or political activities that would embarrass the Bank or the Federal Reserve, create an actual or apparent conflict of interest, or raise a question as to the independence of the director. The Chair of the Board or the Deputy Chair of the Board, in consultation with the Bank's President, may ask a director, including the Chair or the Deputy Chair, as the case may be, to resign if the director's conduct, including involvement with any individual or entity or political activity, would cause an actual or perceived conflict of interest for that director, embarrass the Bank or the Federal Reserve, or raise a question as to the director's independence.

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Article II - Committees

Section 1. Executive Committee.

There shall be an Executive Committee consisting of the Chair of the Board, who shall serve as Chair of the committee, and three other directors of the Bank, at least one of Class A and one of Class B, who shall be appointed annually by the Board. In the absence or disability of the Chair, or in the event of a vacancy in that office, the Deputy Chair of the Board shall serve as a member and Chair of the committee, or, in the absence or disability of both the Chair and the Deputy Chair, the third Class C director shall serve as a member and Chair of the committee. In the event of the Chair and both of his or her alternates being unable to attend any meeting of the committee, or in the event of an appointive member being unable to attend any meeting, there shall be an alternate to such member to serve as a member of the committee for such meeting, such alternate to be a member of the Board and to be designated (1) by, or under authority conferred by, the Board at any meeting thereof, or (2), if not so designated by the Board, by the Chair of the Board, or in the absence or disability of the Chair by the Deputy Chair of the Board, or in the absence or disability of both the Chair and the Deputy Chair by the third Class C director, or (3), if not designated as provided under (1) or (2) hereof, by the other members of the committee, or by any member if only one member is available. In the event of no Class C director being present at any meeting of the committee, one of the members of the committee, including any alternate or alternates designated as herein provided, shall be elected by the committee as Chair pro tem. Two members of the committee shall constitute a quorum for the transaction of business, and action by the committee shall be upon the vote of two members attending any meeting of the committee.

The committee or the Board shall have the power from time to time to prescribe rules fixing the time and place of holding regular or special meetings of the committee and the method of giving notice thereof. Where no such rules are so prescribed, meetings may be called in the same manner and upon the same notice, and notice of such meetings may be dispensed with in the same manner or upon the same conditions, as established in these Bylaws with respect to meetings of the Board, provided that, unless otherwise directed by the committee or the Board, failure to give such notice shall not invalidate any meeting at which a quorum is assembled, and provided further that, if a quorum of 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 dissolution or adjournment of such meeting of the Board, and no notice of such meeting of the Executive Committee shall be required.

The President of the Bank shall attend all meetings of the Executive Committee, unless excused from attending a particular meeting, and in his or her absence the First Vice President shall attend. Minutes of all meetings of the Executive Committee shall be kept by the Secretary or an Assistant Secretary, or by some other person designated to keep any such minutes, and such minutes or digest thereof shall be submitted to the members of the Board at its next succeeding meeting. Such minutes shall be read to the meeting if requested by any member of the Board.

Section 2. Powers of the Executive Committee.

Subject to the supervision and control of the Board, as set forth in Article I, Section I, 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 in so far as such power and authority may lawfully be delegated to the committee.

Section 3. Audit Committee.

There shall be an Audit Committee consisting of a chairman and three other directors of the Bank at least one of Class A and one of Class B who shall be appointed annually by the Board. The committee shall assist the Board in fulfilling the Board's oversight of the Bank's internal audit function, external auditor, risk management program and system of internal controls. The committee shall maintain a charter outlining its responsibilities which is reviewed and approved by the Board. The committee shall report periodically on its activities to the Board.

Section 4. Business Commitments and Performance Committee.

There shall be a Business Commitments and Performance Committee consisting of a chairman and at least two other directors appointed annually by the Board. The committee shall review and make recommendations to the Board regarding the Bank's annual Plan and Budget, significant capital expenditures, and operating performance including that of centrally provided Federal Reserve System services affecting the Bank. The committee shall also advise senior management on other operational matters affecting the Bank's performance and shall report periodically on its activities to the Board.

Section 5. Research and Regional Outreach Committee.

There shall be a Research and Regional Outreach Committee consisting of a chairman and two other directors appointed annually by the Board. The committee shall review and provide advice to the President on the economic research program and other activities of the Research Department, public and community affairs programs, and other outreach efforts undertaken by the Bank.

Section 6. Nominating and Governance Committee.

There shall be a Nominating and Governance Committee consisting of the three Class C directors, one of whom shall serve as chairman. The committee shall assist the Board by identifying and recommending candidates for open director positions, selecting members of Board committees in accordance with the Bylaws, and reviewing and recommending improvements to Board governance practices. The committee shall report periodically on its activities to the Board.

Section 7. Special Committees.

Special business of the Bank may be referred from time to time to special committees, appointed by the Board or in such manner as the Board shall direct, which committees shall perform such duties and exercise such powers as the Board may delegate to them and shall submit such reports as the Board may prescribe.

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Article III- Officer and Other Appointments

Section 1. Appointment of Officers and Certain Staff Personnel.

Pursuant to the Federal Reserve Act, the President and First Vice President shall be appointed by a majority of the Class C directors, and Class B directors not affiliated with a thrift holding company, with the approval of the Board of Governors of the Federal Reserve System, for terms of five years. The Class A directors and affiliated Class B directors shall not be involved in the search process or participate in the appointment or reappointment of the Bank's President and First Vice President or in the appointment and compensation of the Bank's officers with responsibility for supervision and regulation. Subject to the foregoing, the Board shall appoint a General Auditor or such additional or other officers and persons, and fix their compensation, as the Board may from time to time determine to be necessary and proper for the conduct of the business of the Bank, all such appointments to be subject to the right of the Board at its pleasure to dismiss at any time any officer or officers or other personnel appointed hereunder. However, except with respect to the appointment, termination, and compensation of the Bank's President, First Vice President, and General Auditor, the Board may delegate the power to appoint, terminate, and establish the compensation of the Bank's officers to the Bank's President or the President's designee. Pursuant to such delegation of authority, the President or the President's designee shall have the authority to appoint all officers other than those appointed by the Board, to establish their powers and duties, to set their compensation, and to take any employment action affecting such officers or any employee. An "employment action" means any termination, suspension, modification of salary, or demotion. The President and the First Vice President shall be appointed with the approval of the Board of Governors for terms of five years, the first of such terms having commenced on March 1, 1936, and successive terms to commence on March 1 of each fifth year thereafter. In case a vacancy in the office of the President or the First Vice President shall occur during the five-year term of such office, the appointment to fill such vacancy shall be for the unexpired term of such term and shall be subject to the approval of the Board of Governors. After the appointment of the initial five-year terms commencing on March 1, 1936, the appointment of the President and the First Vice President shall be acted upon at the first meeting of the Board held after January 1 in each year in which their terms expire, or at any subsequent meeting of the Board held not later than March 1 in such year, and the other officers of the Bank shall be appointed at such times as the Board may decide, but the Board shall have power at any time whenever for any reason any office is vacant to make an appointment to fill such office. Except as may be otherwise required by law or the regulations of the Board of Governors, the amounts of the compensation of all officers shall be determined at the time of their respective appointments, subject to revision thereof by the Board at any time during their respective terms of office. Except as may be otherwise provided by law, the same person may be appointed in the discretion of the Board to hold more than one office at the same time.

Section 2. Chair of the Board.

The Chair of the Board shall preside at all meetings thereof and shall perform such other duties as the Board may require or as may be prescribed under the Federal Reserve Act.

Section 3. Deputy Chair.

In the absence or disability of the Chair, his or her powers and duties shall be performed by the Deputy Chair. In the absence of both the Chair and the Deputy Chair, the third Class C director shall preside at meetings of the Board.

Section 4. President.

Subject to the supervision and control of the Board, the President shall be the chief executive officer of the Bank and shall have general charge and control of the business and affairs of the Bank. He or she shall have power: (a) to make any and all transfers of securities or other property of the Bank which may be authorized to be sold or transferred by the Executive Committee or by the Board; (b) upon the payment, settlement or satisfaction of indebtedness or obligations or commitments to the Bank, or the compromise thereof, to release, discharge and satisfy - and to delegate to any other officer or officers of the Bank the power to release, discharge and satisfy - such indebtedness, obligations or commitments, including any mortgages, guaranties or other security given in connection therewith; (c) to oversee the management of the credit risk of the Bank, including issues related to the administration of Discount Window programs and other extensions of Bank credit, and set the direction for Bank contributions to System policies related to Discount Window and Payments System Risk; (d) to appoint such other committees of officers of the Bank and others as he or she may from time to time deem advisable and to prescribe the powers and duties of such committees where such powers and duties are not specifically prescribed by the Board or the Executive Committee; (e) to apply for and provide for the security to be pledged against the issuing of such Federal Reserve notes as may be necessary for the general requirements of the Bank; and (f) to employ clerks and other subordinates and fix their compensation and to delegate authority therefore to officers of the Bank. All other executive officers and all employees of the Bank shall be directly responsible to him or her and he or she shall have power to prescribe, or to delegate to any other officer or officers of the Bank the power to prescribe, the duties of all other officers and agents and employees of the Bank where such duties are not specifically prescribed by law or by the Board or by the Executive Committee or by the Bylaws. He or she may suspend or remove any officer or employee of the Bank appointed by the President, and may delegate authority therefore to officers of the Bank at or above the level of Senior Vice President and the General Auditor of the Bank.

Section 5. First Vice President.

In the absence or disability of the President or during a vacancy in the office of the President, the First Vice President shall, subject to the supervision and control of the Board, serve as the chief executive officer of the Bank, shall have general charge and control of the business and affairs of the Bank and shall have all the powers of the President. The other duties of the First Vice President shall be such as may from time to time be prescribed by the President where such duties are not specifically prescribed by law or by the Board or by the Executive Committee or by the Bylaws.

Section 6. Secretary.

The Secretary, or any Assistant Secretary appointed by the Board, shall keep the minutes of all meetings of the Board and of the Executive Committee unless some other person is designated by the Board to keep any such minutes. Minutes of Executive Sessions of the Board shall be kept by the Secretary unless some other person is designated by the Board to keep such minutes. The Secretary, or in his or her absence any Assistant Secretary, shall have custody of the seal of the Bank with power to affix same to certificates of stock of the Bank, to acknowledgments or assignments of registered bonds of the United States, to instruments and documents the execution of which is authorized by the Bylaws or may from time to time be authorized by law, by the Board or by the Executive Committee, and to certified copies of resolutions, extracts from minutes, and other records of the Bank. The Board may, in the absence or disability of the Secretary and Assistant Secretary, or upon other occasion when in the discretion of the Board greater convenience can be attained, appoint a Secretary pro tem, with power, or empower one or more officers, to affix the seal of the Bank to certificates of stock or other instruments or documents. The Secretary and any Assistant Secretary shall perform such other duties as may from time to time be prescribed by the President where such duties are not specifically prescribed by the Board or by the Executive Committee or by the Bylaws.

Section 7. General Auditor.

The General Auditor, or any Assistant Auditor appointed by the Board, shall, subject to the direction of the Board or the Chair of the Board, make periodic examinations and audits of all accounts and departments of the Bank and of the accounts of the Federal Reserve Agent and once every two months, or more frequently if required by the Board or by the Chair or by the Audit Committee, shall transmit to the Board through the Chair or the Audit Committee a complete report of all such examinations and audits. The General Auditor and his or her assistants shall actively co-operate with the Audit Committee and the executive officers of the Bank and shall perform such other duties as may be assigned to them from time to time by the Board or the Chair.


Article IV - Stock Holdings

All documents advising of holdings of Federal Reserve stock which are issued by this Bank shall be signed by an officer of the Bank.

 

Article V - Business Hours

The Bank shall be open for business for such hours as the Board may from time to time determine.

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Article VI - Emergency Procedures

Section 1.

The Board may from time to time adopt resolutions authorizing procedures or programs of action to be followed during an emergency and may incorporate such procedures or programs in emergency operations manuals. The provisions of such resolutions, whether or not embodied in such emergency operations manuals, shall be effective notwithstanding any provisions to the contrary in this or any other Article of these Bylaws.

Section 2.

As used throughout this Article, the term "emergency" means any abnormal situation created by (1) impending or actual terrorist or hostile military action against the United States or (2) acts of God, including, but not limited to, hurricanes, blizzards, floods or earthquakes, which disrupt or make impossible the essential functions of the Bank.

The existence of an emergency related to terrorist or hostile military action shall be determined by the person authorized by law to make such a determination and the existence of an emergency related to acts of God shall be determined by the following persons, but only in the order of their listing here: (a) a quorum of the members of the Executive Committee (b) any member of the Executive Committee (c) any other director (d) the President (e) the First Vice President (f) or such other officer as the Board may from time to time designate.

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Article VII. - Amendments

These Bylaws may be amended at any regular or special meeting of the Board by a majority vote of the entire Board provided, however, that a copy of any amendment proposed shall have been mailed to each member at least seven days prior to such meeting. The seven-day notice herein provided may be waived by the consent of all members expressed in writing.

(Adopted by the Board of Directors of the Federal Reserve Bank of Boston at a meeting held on November 5, 1914, and amended at meetings of the Board held on: June 16, 1915; September 2, 1915; February 3, 1916; April 11, 1918; October 3, 1923; September 21, 1927; February 5, 1936; February 17, 1937; September 2, 1942; November 10, 1942; April 16, 1962; December 23, 1963; April 22, 1969; April 6, 1970; June 29, 1970; February 7, 1972; June 13, 1985; May 19, 1988; August 13, 1992; March 10, 2005; March 12, 2009; December 9, 2010; June 14, 2012; and August 9, 2012.)

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