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6000 - Bank Holding Company Act
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PART 265RULES REGARDING DELEGATION OF AUTHORITY
Sec. 265.1
Authority, purpose, and scope.
265.2
Delegation of functions generally.
265.3
Board review of delegated actions.
265.4
Functions delegated to Board members.
265.5
Functions delegated to Secretary of the Board.
265.6
Functions delegated to General Counsel.
265.7
Functions delegated to Director of Division of Banking Supervision and
Regulation.
265.8
Functions delegated to Staff Director of Division of International
Finance.
265.9
Functions delegated to Director of Division of Consumer and Community
Affairs.
265.10
Functions delegated to Secretary of Federal Open Market Committee.
265.11
Functions delegated to Federal Reserve banks.
Authority: 12 U.S.C. 248(i) and (k).
SOURCE: The provisions of this Part 265 appear at 56 Fed. Reg.
25619, June 5, 1991, effective May 17, 1991, except as otherwise
noted.
§ 265.1 Authority, purpose, and scope.
(a) Pursuant to section 11(k) of the Federal Reserve Act (12 U.S.C.
248(k)), the Board of Governors of the Federal Reserve System (the
"Board") may delegate, by published order or rule, any of its
functions other than those relating to rulemaking or pertaining
principally to monetary and credit policies to Board members and
employees, Reserve banks, or administrative law judges. Pursuant to
section 11(i) of the Federal Reserve Act (12 U.S.C. 248(i)), the Board
may make all rules and regulations necessary to enable it to
effectively perform the duties, functions, or services specified in
that Act. Pursuant to section 5(b) of the Bank Holding Company Act
(12 U.S.C. 1844(b)), the Board
is authorized to issue such regulations and orders as may be necessary
to enable it to administer and carry out the purposes of this Act and
prevent evasions thereof. Other provisions of federal law also may
authorize specific delegations by the Board.
(b) The Board's Rules Regarding Delegation of Authority (12 CFR
Part 265) detail the responsibilities that the Board has delegated. The
table of contents, titles, and headings that appear in these rules are
used solely for their descriptive convenience. Section 265.4 addresses
the specific functions delegated to Board members. The functions that
have been delegated to Board employees are set forth in §§ 265.5, 6,
7, 8, and 9. The functions that have been delegated to the Secretary of
the Federal Open Market Committee are set forth in § 265.10. The
functions that have been delegated to the Reserve banks are set forth
in § 265.11. Provisions for review of any action taken pursuant to
delegated authority are found in § 265.3. Except as otherwise
indicated in these rules, the Board will review a delegated action only
if a Board member, at his or her own initiative, requests a review.
[Codified to 12 C.F.R. § 265.1]
§ 265.2 Delegation of functions generally.
(a) The Board has determined to delegate authority to exercise the
functions described in this part.
(b) The Chairman of the Board shall assign responsibility for
performing such delegated functions.
[Codified to 12 C.F.R. § 265.2]
§ 265.3 Board review of delegated actions.
(a) Request by Board member. The Board shall review any
action taken at a delegated level upon the vote of one member of the
Board, either on the member's own initiative or
{{4-30-97 p.6182}}on the
basis of a petition for review by any person claiming to be adversely
affected by the delegated action.
(b) Petition for review. A petition for review of a
delegated action must be received by the Secretary of the Board not
later than the fifth day following the date of the delegated action.
(c) Notice of review. The Secretary shall give notice
of review by the Board of a delegated action to any person with respect
to whom the action was taken not later than the tenth day following the
date of the delegated action. Upon receiving notice, such person may
not proceed further in reliance upon the delegated action until
notified of the outcome of the review by the Board.
(d) By action of a delegee. A delegee may submit any
matter to the Board for determination if the delegee considers it
appropriate because of the importance or complexity of the matter.
[Codified to 12 C.F.R. § 265.3]
§ 265.4 Functions delegated to Board members.
(a) Individual members. Any Board member designated by
the Chairman is authorized:
(1) Review of denial of access to Board records;
FOIA. To review and determine an appeal of denial of access to
Board records under the Freedom of Information Act
(5 U.S.C. 552), the Privacy Act
(5 U.S.C. 552a), and the
Board's rules regarding such access (12 CFR Parts 261 and 261a,
respectively).
(2) Approval of amendments to notice of charges or cease
and desist orders. To approve (after receiving recommendations of
the Director of the Division of Banking Supervision and Regulation and
the General Counsel) amendments to any notice, temporary order, or
proposed order previously approved by the Board in a specific formal
enforcement matter (including a notice of charges or removal notice) or
any proposed or temporary cease and desist order previously approved by
the Board under 12 U.S.C. 1818
(b) and (c).
(3) Requests for permission to appeal
rulings. (i) To act, when requested by the Secretary, upon any
request under § 263.10(e) of the Board's Rules of Practice for
Hearings (12 CFR Part 263) for special permission to appeal from a
ruling of the presiding officer on any motion made at a hearing
conducted under the rules, and if special permission is granted, the
merits of the appeal shall be presented to the Board for decision.
(ii) Notwithstanding § 265.3 of this part, the denial of
special permission to appeal a ruling may be reviewed by the Board only
if a Board member requests a review within two days of the denial. No
person claiming to be adversely affected by the denial shall have any
right to petition the Board or any Board member for review or
reconsideration of the denial.
(4) Extension of time period for final Board action.
To extend for an additional 180 days the 180--day period within
which final Board action is required on an application pursuant to
section 7(d) of the International Banking Act.
(b) Three member Action Committee. Any three Board
members designated from time to time by the Chairman (the "Action
Committee") are authorized:
(1) Absence of quorum. To act, upon certification by
the Secretary of the Board of an absence of a quorum of the Board
present in person, by unanimous vote on any matter that the Chairman
has certified must be acted upon promptly in order to avoid delay that
would be inconsistent with the public interest except for matters:
(i) Relating to rulemaking;
(ii) Pertaining principally to monetary and credit policies; and
(iii) For which a statute expressly requires the affirmative vote
of more than three Board members.
(2) [Reserved.]
[Codified to 12 C.F.R. § 265.4]
[Section 265.4 amended at 56 Fed. Reg. 67153, December 30,
1991, effective December 23, 1991; 62 Fed. Reg. 14792, March 28, 1997,
effective March 22, 1997]
{{12-31-01 p.6183}}
§ 265.5 Functions delegated to Secretary of the Board.
The Secretary of the Board (or the Acting Secretary) is authorized:
(a) Procedure--(1) Extension of time period for
public participation in proposed regulations. To extend, when
appropriate under the Board's Rules of Procedure (12 CFR 262.2 (a) &
(b)), the time period for public participation with respect to proposed
regulations of the Board.
(2) Extension of time period in notices, orders, rules, or
regulations. (i) To grant or deny requests to extend any time
period in any notice, order, rule, or regulation of the Board relating
to filing information, comments, opposition, briefs, exceptions, or
other matters, in connection with any application, request or petition
for the Board's approval, authority, determination, or permission, or
any other action by the Board.
(ii) Notwithstanding § 265.3 of this part, no person claiming
to be adversely affected by any such extension of time by the Secretary
shall have the right to petition the Board or any Board member for
review or reconsideration of the extension.
(3) Conforming citations and references in Board rules and
regulations. (i) To conform references to administrative
positions or units in Board rules and regulations with changes in the
administrative structure of the Board and in the government and
agencies of the United States.
(ii) To conform citations and references in Board rules and
regulations with other regulatory or statutory changes adopted or
promulgated by the Board or by the government or agencies of the United
States.
(4) Technical corrections in Board rules and
regulations. To make technical corrections, such as spelling,
grammar, construction, and organization (including removal of obsolete
provisions and consolidation of related provisions), to the Board's
rules, regulations, and orders and other records of Board action but
only with the concurrence of the Board's General Counsel.
(b) Availability of information--(1) FOIA
requests. To make available, upon request, information in Board
records and consider requests for confidential treatment of information
in Board records under the Freedom of Information Act (5 U.S.C. 552)
and under the Board's Rules Regarding Availability of Information (12
CFR Part 261).
(2) Annual reports on Privacy Act. To approve annual
reports required by the Privacy Act (5 U.S.C. 552a(p)) from the Board
to the Office of Management and Budget for inclusion in the President's
annual consolidated report to Congress.
(3) Report on prime rate of commercial banks. To
determine and report, under 26 U.S.C. (IRC) 6621, to the Secretary of
the Treasury the average predominant prime rate quoted by commercial
banks to large businesses.
(c) Bank holding companies; Change in bank control;
Mergers--(1) Reports on competitive factors in bank
mergers. To furnish reports on competitive factors involved in a
bank merger to the Comptroller of the Currency and the Federal Deposit
Insurance Corporation under the provisions of the Federal Deposit
Insurance Act (12 U.S.C.
1828(c)); The Bank Holding Company Act
(12 U.S.C. 1842(a),
1843(c)(14)); the Bank Service
Corporation Act (12 U.S.C.
1865(a), (b), 1867(d));
the Change in Bank Control Act (12
U.S.C. 1817(j)); and the Federal Reserve Act (12 U.S.C. 321
et seq., 601--604a, 611 et seq.).
(2) Reserve bank director interlocks. To take actions
the Reserve bank could take except for the fact that the Reserve bank
may not act because a director, senior officer, or principal
shareholder of any holding company, bank, or company involved in the
transaction is a director of that Reserve bank or branch of the Reserve
bank.
(3) Application approval under section 5(d)(3) of the FDI
Act. To approve applications pursuant to section 5(d)(3) of the
Federal Deposit Insurance Act (12
U.S.C. 1815(d)(3)), in those cases in which the appropriate
Federal Reserve Bank concludes that, because of unusual considerations,
or for other good cause, it should not take action.
(d) International banking--(1) Establishment of
foreign branch or foreign agency or of Edge or Agreement
Corporations. To approve, under sections 25 and 25A of the
Federal
{{12-31-01 p.6184}}Reserve Act
(12 U.S.C. 601 and 604) and Regulation K
(12 CFR Part 211), the
establishment, directly or indirectly, of a foreign branch or agency by
a member bank or an Edge or Agreement Corporation if all of the
following conditions are met:
(i) The appropriate Reserve bank and relevant divisions of the
Board's staff recommend approval;
(ii) No significant policy issue is raised on which the Board has
not expressed its view; and
(iii) the application is not for the applicant's first
full-service branch in a foreign country.
(2) Acquisition of foreign company or U.S. company
financing exports. To grant, under sections 25 and 25A of the
Federal Reserve Act (12 U.S.C. 601 & 604) and section 4(c)(13) of the
Bank Holding Company Act (12 U.S.C. 1843(c)(13)) and the Board's
Regulations K and Y (12 CFR Parts 211 and 225), specific consent to the
acquisition, either directly or indirectly, by a member bank, an Edge
or Agreement corporation, or a bank holding company of stock of a
company chartered under the laws of a foreign country or a company
chartered under the laws of a state of the United States that is
organized and operated for the purpose of financing exports from the
United States, and to approve any such acquisition that may exceed the
limitations of section 25A of the Federal Reserve Act based on the
company's capital and surplus, if all of the following conditions are
met:
(i) The appropriate Reserve bank and all relevant divisions of
the Board's staff recommend approval;
(ii) No significant policy issue is raised on which the Board has
not expressed its view;
(iii) The acquisition does not result, either directly or
indirectly, in the bank, corporation, or bank holding company acquiring
effective control of the company, except that this condition need not
be met if:
(A) The company is to perform nominee, fiduciary, or other
services incidental to the activities of a foreign branch or affiliate
of the bank holding company, or corporation; or
(B) The stock is being acquired from the parent bank or bank
holding company, or subsidiary Edge or Agreement corporation, as the
case may be, and the selling parent or subsidiary holds the stock with
the consent of the Board pursuant to Regulations K and Y (12 CFR Parts
211 and 225).
(3) Investments in Edge and Agreement Corporations. To
approve an application by a member bank to invest more than 10 percent
of capital and surplus in Edge and agreement corporation subsidiaries,
provided that:
(i) The member bank's total investment, including the retained
earnings of the Edge and agreement corporation subsidiaries, does not
exceed 20 percent of the bank's capital and surplus or would not
exceed that level as a result of the proposal; and
(ii) The proposal raises no significant policy or supervisory
issues.
(e) Member banks--(1) Waiver of penalty for early
withdrawals of time deposits. To permit depository institutions
to waive the penalty for early withdrawal of time deposits under
section 19(j) of the Federal Reserve Act (12 U.S.C. 371b) and § 204.2
of Regulation D (12 CFR Part 204) if the following conditions are met:
(i) The President declares an area of major disaster or emergency
area pursuant to section 301 of the Disaster Relief Act of 1974 (42
U.S.C. 5141);
(ii) The waiver is limited to depositors suffering disaster or
emergency related losses in the officially designated area; and
(iii) The appropriate Reserve bank and all relevant divisions of
the Board's staff recommend approval.
(2) [Reserved.]
(f) Location of institution. To determine the Federal
Reserve District in which an institution is located pursuant to
§ 204.3(b)(2)(ii) of
Regulation D (12 CFR part 204) or § 209.15(b) of Regulation I (12 CFR
part 209) if:
{{12-31-01 p.6184.01}}
(1) The relevant Federal Reserve Banks and the institution agree
on the specific Reserve Bank in which the institution should hold stock
or with which the institution should maintain reserve balances; and
(2) The agreed-upon location does not raise any significant
policy issues.
[Codified to 12 C.F.R. § 265.5]
[Source: Section 265.5 amended at 56 Fed. Reg. 67153, December 30,
1991, effective December 23, 1991; 58 Fed. Reg. 26509, May 4, 1993,
effective May 3, 1993; 62 Fed. Reg. 34617, June 27, 1997, effective
October 1, 1997; 66 Fed. Reg. 54397, October 26, 2001, effective
November 26, 2001; 66 Fed. Reg. 58655, November 23, 2001, effective
November 26, 2001]
§ 265.6 Functions delegated to General Counsel.
The Board's General Counsel (or the General Counsel's delegee) is
authorized:
(a) Procedure--(1) Reconsideration of Board
action. Pursuant to § 262.3(i) of this chapter (Rules of
Procedure) to determine whether or not to grant a request for
reconsideration or whether to deny a request for stay of the effective
date of any action taken by the Board with respect to an action as
provided in that part.
{{10-31-01 p.6185}}
(2) Public meetings. To order, after consulting with
the directors of other interested divisions of the Board and the
appropriate Reserve bank, that a public meeting or other proceeding be
held, under § 262.25 of the Board's Rules of Procedure (12 CFR Part
262), in connection with any application or notice filed with the
Board, and to designate the presiding officer in the proceeding under
terms and conditions the General Counsel deems appropriate.
(3) Designation of Board counsel for hearings. To
designate Board staff attorneys as Board counsel in any proceeding
ordered by the Board in accordance with § 263.6 of the Board's Rules
of Practice for Hearings (12 CFR Part 263).
(4) Oaths, depositions, subpoenas. To take, or
authorize designated persons to take, with the concurrence of the
Director of the Division of Banking Supervision and Regulation, actions
permitted under 12 U.S.C.
1818(n), 1820(c), and
12 U.S.C. 1844(f), including
administering oaths and affirmations, taking depositions, and issuing,
revoking, quashing, or modifying subpoenas duces tecum.
(b) Availability of Information--(1) FOIA
requests. To make available information of the Board of the nature
and in the circumstances described in the Board's Rules Regarding
Availability of Information (12 CFR Part 261).
(2) Disclosure to foreign authorities. To make the
determinations required for disclosure of information to a foreign bank
regulatory or supervisory authority, and to obtain, to the extent
necessary, the agreement of such authority to maintain the
confidentiality of such information to the extent possible under
applicable law.
(3) Assistance to foreign authorities. To approve
requests for assistance from any foreign bank regulatory or supervisory
authority that is conducting an investigation regarding violations of
any law or regulation relating to banking matters or currency
transactions administered or enforced by such authority, and to make
the determinations required for any investigation or collection of
information and evidence pertinent to such request. In deciding whether
to approve requests for assistance under this paragraph, the General
Counsel shall consider:
(i) Whether the requesting authority has agreed to provide
reciprocal assistance with respect to banking matters within the
jurisdiction of any appropriate Federal banking agency;
(ii) Whether compliance with the request would prejudice the
public interest of the United States; and
(iii) Whether the request is consistent with the requirement that
the Board conduct any such investigation in compliance with the laws of
the United States and the policies and procedures of the Board.
(c) Bank holding companies; Change in bank control;
Mergers--(1) Control determinations under section 2(g) of
BHC Act. To determine whether a company that transfers shares
under section 2(g) of the Bank Holding Company Act
(12 U.S.C. 1841(g)) is
incapable of controlling the transferee.
(2) Control determinations under section 4(c)(8) of BHC
Act. To determine, or issue an order for a hearing to determine,
whether a company engaged in financial, fiduciary, or insurance
activities falls within the exemption in section 4(c)(8) of the Bank
Holding Company Act (12 U.S.C.
1843(c)(8)), permitting retention or acquisition of control
thereof by a bank holding company.
(3) Notices under CBC Act. To revoke acceptance of and
return as incomplete a notice filed under the Change in Bank Control
Act (12 U.S.C. 1817(j)) or to
extend the time during which action must be taken on a notice where the
General Counsel determines, with the concurrence of the Director of the
Division of Banking Supervision and Regulation, that the notice is
materially incomplete under that Act or Regulation Y
(12 CFR Part 225) or contains
material information that is substantially inaccurate.
(4) Tax certifications. To make prior and final
certification for federal tax purposes (26 U.S.C. (IRC) 1101--1103,
6158) with respect to distributions pursuant to the Bank Holding
Company Act (12 U.S.C. 1841 et seq.).
{{10-31-01 p.6186}}
(d) Management interlocks--(1) General
exceptions. To grant exceptions from the prohibitions of
Regulation L (12 CFR Part 212) when the primary federal supervisor of
the depository institution in need of management assistance approves.
(2) Temporary exceptions. To grant requests, after
consultation with the Director for the Division of Banking Supervision
and Regulation, for temporary director interlocks under Regulation L
(12 CFR Part 212) for newly chartered banks, banks in low income areas,
minority banks, women's banks, organizations experiencing conditions
endangering their safety or soundness, organizations sponsoring a
credit union, and organizations that lose thirty percent or more of
their directors or management officials due to changes in
circumstances.
(e) Consent enforcement orders. With the concurrence of
the director of the Board's Division of Banking Supervision and
Regulation (or the Director's delegee);
(1) To enter into a cease-and-desist order, removal and
prohibition order, or civil money penalty assessment order with a bank
holding company or any nonbanking subsidiary thereof, with a state
member bank, or with any other person or entity subject to the Board's
jurisdiction, when the order has been consented to by the institution
or individual subject to the order;
(2) To stay, modify, terminate, or suspend an order issued
pursuant to paragraph (e)(1) of this section.
(f) International banking--(1) After-the-fact
applications. With the concurrence of the Board's Director of the
Division of Banking Supervision and Regulation, to grant a request by a
foreign bank to establish a branch, agency, commercial lending company,
or representative office through certain acquisitions, mergers,
consolidations, or similar transactions, in conjunction with which:
(i) The foreign bank would be required to file an after-the-fact
application for the Board's approval under § 211.24(a)(6) of
Regulation K (12 CFR
211.24(a)(6)); or
(ii) The General Counsel may waive their requirement for an
after-the-fact application if:
(A) The surviving foreign bank commits to wind down the U.S.
operations of the acquired foreign bank; and
(B) The merger or consolidation raises no significant policy or
supervisory issues.
(2) To modify the requirement that a foreign bank that has
submitted an application or notice to establish a branch, agency,
commercial lending company, or representative office pursuant to
§ 211.24(a)(6) of Regulation K (12 CFR 211.24(a)(6)) shall publish
notice of the application or notice in a newspaper of general
circulation in the community in which the applicant or notificant
proposes to engage in business, as provided in § 211.24(b)(2) of
Regulation K (12 CFR 211.24(b)(2)).
(3) With the concurrence of the Board's Director of the Division
of Banking Supervision and Regulation, to grant a request for an
exemption under section 4(c)(9) of the Bank Holding Company Act (12
U.S.C. 1843(c)(9)), provided that the request raises no significant
policy or supervisory issues that the Board has not already considered.
(4) To return applications and notices filed under the
International Banking Act for informational deficits.
(5) To determine that an entity qualifies as a
"special-purpose foreign government-owned bank" for purposes of
§ 211.24(d)(3) (12 CFR 211.24(d)(3)).
[Codified to 12 C.F.R. § 265.6]
[Source: Section 265.6 amended at 56 Fed. Reg. 67153,
December 30, 1991, effective December 23, 1991; 57 Fed. Reg. 6789,
February 28, 1992; 57 Fed. Reg. 13002, April 15, 1992; 58 Fed. Reg.
6363, January 28, 1993; 58 Fed. Reg. 26509, May 4, 1993, effective May
3, 1993; 60 Fed. Reg. 10307, February 24, 1995, effective February 24,
1995; 61 Fed. Reg. 13395, March 27, 1996; 62 Fed. Reg. 45150, August
26, 1997, effective August 21, 1997; 66 Fed. Reg. 54397, October 26,
2001, effective November 26, 2001]
{{10-31-01 p.6186.01}}
§ 265.7 Functions delegated to Director of Division of Banking
Supervision and Regulation.
The Board's Director of the Division of Banking Supervision and
Regulation (or the Director's delegee) is authorized;
(a) Procedure--(1) Cease and desist orders.
To refuse, with the prior concurrence of the appropriate Reserve bank
and the Board's General Counsel, an application to the Board to stay,
modify, terminate, or set aside any effective cease and desist order
previously issued by the Board under section 8(b) of the Federal
Deposit Insurance Act (12 U.S.C.
1818(b)), or any written agreement between the Board or the
Reserve bank and a bank holding company or any nonbanking subsidiary
thereof or a state member bank.
(2) Modification of commitments or conditions. To
grant or deny requests for modifying, including extending the time for,
performing a commitment or condition relied on by the Board or its
delegee in taking any action under the Bank Holding Company Act, the
Bank Merger Act, the Change in Bank Control Act of 1978, the Federal
Reserve Act, or the International Banking Act. In acting on such
requests, the Board's Director may take into account changed
circumstances and good faith efforts to fulfill the commitments or
conditions, and shall consult with the directors of other interested
divisions where appropriate. The Board's Director may not take any
action that would be inconsistent with or result in an evasion of the
provisions of the Board's original action.
(3) Notice of insufficient capital. To issue, with
the concurrence of the Board's General Counsel, a notice that a state
member bank or bank holding company has insufficient capital and which
directs the bank or company to file with its regional Reserve bank a
capital improvement plan under subpart D of the Board's Rules of
Practice for Hearings (12 CFR Part 263).
(4) Obtaining possession or control of securities;
extending time period. To approve, under § 403.5(g) of the
Treasury Department regulations (17 CFR Part 403) implementing the
Government Securities Act of 1986, as amended (Pub. L. 95--571), the
application of a member bank, a state branch or agency of a foreign
bank, a foreign bank, or a commercial lending company owned or
controlled by a foreign bank, to extend for one or more limited periods
commensurate with the circumstances the 30-day time period specified in
17 CFR
{{10-31-01 p.6187}}403.5(c)(1)(iii),
provided the Director is satisfied that the applicant is acting in good
faith and that exceptional circumstances warrant such action.
(b) Availability of Information.--(1) FOIA
requests. To make available information of the Board of the
nature and in the circumstances described in § 261.11 of the Board's
Rules Regarding Availability of Information (12 CFR Part 261).
(2) FOIA; Availability of information. To make
available, under the Board's Rules Regarding Availability of
Information (12 CFR Part 261), reports and other information of the
Board acquired pursuant to the Board's Regulations G, T, U, and X (12
CFR Parts 207, 220,
221,
224) of the nature and in
circumstances described in §§ 261.8(a) (2) and (3) of these rules.
(c) Bank holding companies; Change in bank control;
Mergers--(1) Bank holding company registration forms and
annual reports. To promulgate registration forms and annual
reports and other forms for use in connection with the Bank Holding
Company Act, after receiving clearance from the Office of Management
and Budget (where necessary), under section 5 of the Bank Holding
Company Act (12 U.S.C. 1844)
and in accordance with 5 U.S.C.
553.
(2) Emergency action. To take actions the Reserve
bank could take under this part at § 265.11(c)(2)(ii) and
265.11(c)(3)(iii) if immediate or expeditious action is required to
avert failure of a bank or savings association or because of an
emergency pursuant to sections 3(a) and 4(c)(8) of the Bank Holding
Company Act (12 U.S.C. 1842(a),
1843(c)(8)) on the Change in
Bank Control Act (12 U.S.C.
1817(j)).
(3) Waiver of notice. To waive, dispense with, modify
or excuse the failure to comply with the requirement for publication
and solicitation of public comment regarding a notice filed under the
Change in Bank Control Act (12 U.S.C. 1817(j)), with the concurrence of
the Board's General Counsel, provided a written finding is made that
such disclosure would seriously threaten the safety or soundness of a
bank holding company or a bank.
(4) Notices for addition or change of directors or
officers. Under section 914(a) of the Financial Institutions
Reform, Recovery and Enforcement Act
(12 U.S.C. 1831i) and
subpart H of Regulation Y
(12 CFR Part 225), provided that no senior officer or director or
proposed senior officer or director of the notificant is also a
director of the Reserve bank or a branch of the Reserve bank:
(i) To determine the informational sufficiency of notices filed
pursuant to § 225.72 of Regulation Y (12 CFR Part 225); and
(ii) To waive the prior notice requirements of that section.
(5) ERISA violations. To provide the Department of
Labor written notification of possible significant violations of the
Employee Retirement Income Security Act (ERISA) by bank holding
companies, in accordance with section 3004(b) of ERISA and the
Interagency Agreement adopted to implement its provisions.
(6) Appraisal not required. To determine pursuant to
12 CFR 225.63(b)(12) that
the services of an appraiser are not necessary in order to protect
Federal financial and public policy interests in real estate-related
financial transactions or to protect the safety and soundness of an
institution.
(d) International banking--(1) Foreign bank
reports. To require submission of a report of condition
respecting any foreign bank in which a member bank holds stock acquired
under § 211.5(b) of Regulation
K (12 CFR Part 211) and section 25 of the Federal Reserve Act (12
U.S.C. 602).
(2) Edge corporation reports. To require submission
and publication of reports by an Edge corporation under section 25A of
the Federal Reserve Act (12 U.S.C. 625).
(3) Capital stock of Edge corporation; articles of
association; additional investments in Agreement corporation. To
approve under sections 25 and 25A as of the Federal Reserve Act (12
U.S.C. 601 & 604), increases and decreases in the capital stock of and
amendments to the articles of association of an Edge corporation and
additional investments by a member bank in the stock of an Agreement
corporation.
(4) Authority under general-consent and prior-notice
procedures. (i) With regard to a prior notice to establish a
branch in a foreign country under
§ 211.3 of Regulation K (12
CFR 211.3):
(A) To waive the notice period;
{{10-31-01 p.6188}}
(B) To suspend the notice period;
(C) To determine not to object to the notice; or
(D) To require the notificant to file an application for the
Board's specific consent.
(ii) With regard to a prior notice to make an investment under
§ 211.9(f) of Regulation K (12 CFR 211.9(f)):
(A) To waive the notice period;
(B) To suspend the notice period; or
(C) To require the notificant to file an application for the
Board's specific consent.
(iii) With regard to a prior notice of a foreign bank to
establish certain U.S. offices under § 211.24(a)(2)(i) of Regulation
K (12 CFR 211.24(a)(2)(i)):
(A) To waive the notice period;
(B) To suspend the notice period; or
(C) To require the notificant to file an application for the
Board's specific consent.
(iv) To suspend the ability:
(A) Of a foreign banking organization to establish an office
under the prior-notice procedures in § 211.24(a)(2)(i) of Regulation
K (12 CFR 211.24(a)(2)(i)) or the general-consent procedures in
§ 211.24(a)(3) of Regulation K (12 CFR 211.24(a)(3));
(B) Of a U.S. banking organization to establish a foreign branch
under the prior-notice or general-consent procedures in § 211.3(b) of
Regulation K (12 CFR 211.3(b));
(C) Of an investor to make investments under the general-consent
or prior-notice procedures in § 211.9 of Regulation K (12 CFR 211.9);
and
(D) Of an eligible investor to make an investment in an export
trading company under the general-consent procedures in § 211.34(b)
of Regulation K (12 CFR 211.34(b)).
(5) Investment by foreign subsidiaries in U.S.
affiliates. To permit, after consultation with the Board's
General Counsel, a foreign subsidiary of a bank holding company to
invest in shares of a U.S. affiliate of the bank holding company where
the investment is made as part of an internal corporate reorganization
or an internal transfer of funds, subject to any conditions and terms
the Director and General Counsel deem appropriate and consistent with
the purposes of Regulation K (12 CFR Part 211).
(6) Allocated transfer risk reserves. To determine
the need for establishing and the amount of any allocated transfer risk
reserve against specific international assets, and notify the banking
institutions of the determination and the amount of the reserve and
whether the reserve may be reduced under subpart D of Regulation K (12
CFR Part 211).
(7) Underwriting and dealing authority outside the United
States; hedging techniques. To approve, under
§ 211.5(d)(14) of Regulation K
(12 CFR Part 211):
(i) Requests for authority to engage in the activities of
underwriting, distributing, and dealing in shares outside the United
States, provided that the Director has determined that the internal
procedures and operations of the organization and the effect of the
proposed activities on capital adequacy are consistent with approval.
(ii) Hedging methods authorized under § 211.5(d)(14)(iii)(A) of
Regulation K (12 CFR Part 211).
(8) Conduct and coordination of examinations. To
authorize the conduct of examinations of the U.S. offices and
affiliates of foreign banks as provided in sections 7(c) and 10(c) of
the IBA (12 U.S.C. 3105(c), 3107(c)), and, where appropriate, to
coordinate those examinations with examinations of the Office of the
Comptroller of the Currency, the Federal Deposit Insurance Corporation,
and the state entity that is authorized to supervise or regulate a
state branch, state agency, commercial lending company, or
representative office.
(9) Allowing use of general-consent procedures. To
allow an investor that is not well-capitalized and well-managed to make
investments under the general-consent procedures in § 211.9 or
211.34(b) of Regulation K (12 CFR 211.9 or 211.34(b)), provided that:
(i) The investor has implemented measures to become
well-capitalized and well-managed;
(ii) Granting such authority raises no significant policy or
supervisory concerns; and
{{10-31-01 p.6189}}
(iii) Authority granted by the Director under this paragraph
(d)(9) expires after one year, but may be renewed.
(10) Exceeding general-consent investment limits. To
allow an investor to exceed the general-consent investment limits under
§ 211.9 of Regulation K (12 CFR 211.9), provided that:
(i) The investor demonstrates adequate financial and managerial
strength;
(ii) The investor's investment strategy is not unsafe or
unsound;
(iii) Granting such authority raises no significant policy or
supervisory concerns; and
(iv) Authority granted by the Director under this paragraph
(d)(10) expires after one year, but may be renewed.
(11) Approval of temporary U.S. offices. To allow a
foreign bank to operate a temporary office in the United States,
pursuant to § 211.24 of Regulation K (12 CFR 211.24), provided that:
(i) There is no direct public access to such office, with respect
to any branch or agency function; and
(ii) The proposal raises no significant policy or supervisory
issues.
(12) With the concurrence of the General Counsel, to approve
applications, notices, exemption requests, waivers and suspensions, and
other related matters under Regulation K (12 CFR part 211), where such
matters do not raise any significant policy or supervisory issues.
(13) With the concurrence of the General Counsel, to approve:
(i) The establishment by a bank holding company or member bank of
an agreement corporation under section 25 of the Federal Reserve Act;
and
(ii) Any initial investment associated with the establishment of
such agreement corporation.
(14) With the concurrence of the General Counsel, to determine
that an election by a foreign bank to become or to be treated as a
financial holding company is effective, provided that:
(i) The foreign bank meets the criteria for becoming or being
treated as a financial holding company; and
(ii) The election raised no significant policy or supervisory
issues.
(e) Member banks--(1) Membership certification to
FDIC. To certify, under section 4(b) of the Federal Deposit
Insurance Act (12 U.S.C.
1814(b)), to the Federal Deposit Insurance Corporation that the
factors specified in section 6 of the Act
(12 U.S.C. 1816) were considered
with respect to the admission of a state-chartered bank to Federal
Reserve membership.
(2) Dollar exchange. To permit any member bank to
accept drafts or bills of exchange drawn upon it for the purpose of
furnishing dollar exchange under section 13(12) of the Federal Reserve
Act (12 U.S.C. 373).
(3) ERISA violations. To provide to the Department of
Labor written notification of possible significant violations of the
Employee Retirement Income Security Act (ERISA) by member banks, in
accordance with section 3004(b) of ERISA and the Interagency Agreement
adopted to implement its provisions.
(4) Examiners. To select or approve the appointment
of Federal Reserve examiners, assistant examiners, and special
examiners for the purpose of making examinations for or by the
direction of the Board under 12 U.S.C. 325, 338, 625,
1844(c), and
3105(b)(1).
(5) Capital stock reduction; branch applications;
declaration of dividends; investment in bank premises. To
exercise the functions described in § 265.11(e)(5), (11), and (12) of
this part (reductions in capital, issuance of subordinated debt, and
early retirement of subordinated debt) when the conditions specified in
those sections preclude a Reserve bank from acting on a member bank's
request for action or when the Reserve bank concludes that it should
not take action, and to exercise the functions in §§ 265.11(e)(3),
(4), and (7) of this part (approving branch applications, declaration
of dividends, and investment in bank premises) in cases in which the
Reserve bank concludes that it should not take action.
(6) Security devices; Regulation P. To exercise the
functions described in § 265.11(e)(8) of this part in those cases in
which the appropriate Reserve bank concludes that it should not take
action for good cause.
{{10-31-01 p.6190}}
(f) Securities--(1) Registration statements by
member banks. Under section 12(g) of the Securities Exchange Act
(15 U.S.C. 78l(g)):
(i) To accelerate the effective date of a registration statement
filed by a member bank with respect to its securities;
(ii) To accelerate termination of the registration of a security
that is no longer held of record by 300 persons; and
(iii) To extend the time for filing a registration statement by a
member bank.
(2) Exemption from registration. To issue notices
with respect to application by a state member bank for exemption from
registration under section 12(h) of the Securities Exchange Act (15
U.S.C. 78l(h)).
(3) Accelerating registration of security on national
securities exchange. To accelerate the effective date of an
application by a state member bank for registration of a security on a
national securities exchange under section 12(d) of the Securities
Exchange Act (15 U.S.C. 78l(d)).
(4) Unlisted trading in security of state member
bank. To issue notices with respect to an application by a
national securities exchange for unlisted trading privileges in a
security of a state member bank under section 12(f) of the Securities
Exchange Act (15 U.S.C. 78l(f)).
(5) Transfer agent registration; acceleration; withdrawal
or cancellation. (i) To accelerate, under section 17A(c)(2) of
the Securities Exchange Act of 1934, as amended
(15 U.S.C. 78q--1), the
effective date of a registration statement for transfer agent
activities filed by a member bank or a subsidiary thereof, a bank
holding company or a subsidiary thereof that is a bank as defined in
section 3(a)(6) of the Act other than a bank specified in clause (i) or
(iii) of section 3(a)(34)(B) of the Act
(15 U.S.C. 78c).
(ii) To withdraw or cancel, under section 17A(c)(3)(C) of the
Securities Exchange Act of 1934, as amended
(15 U.S.C. 78q--1(c)(3)(C)),
the transfer agent registration of a member bank or a subsidiary
thereof, a bank holding company, or a subsidiary thereof that is a bank
as defined in section 3(a)(6) of that Act other than a bank specified
in clause (i) or (iii) of section 3(a)(34)(B) of the Act (15 U.S.C.
78c), that has filed a written notice of withdrawal with the Board or
upon a finding that such transfer agent is no longer in existence or
has ceased to do business as a transfer agent.
(6) Proxy solicitation; financial statements. (i) To
permit the mailing of proxy and other soliciting materials by a state
member bank before the expiration of the time prescribed therein under
§ 208.36 of Regulation H (12 CFR Part 208).
(ii) To permit the omission of financial statements from reports
by a state member bank, or to require other financial statements in
addition to, or in substitution for, the statements required therein
under § 208.36 of Regulation H (12 CFR Part 208).
(7) Municipal securities dealers. Under section 23 of
the Securities Exchange Act of 1934 (15 U.S.C. 78w).
(i) To grant or deny requests for waiver of examination and
waiting period requirements for municipal securities principals and
representatives under Municipal Securities Rulemaking Board Rule G--3;
(ii) To grant or deny requests for a determination that a natural
person or municipal securities dealer subject to a statutory
disqualification is qualified to act as a municipal securities
representative or dealer under Municipal Securities Rulemaking Board
Rule G--4;
(iii) To approve or disapprove clearing arrangements under
Municipal Securities Rulemaking Board Rule G--8, in connection with the
administration of these rules for municipal securities dealers for
which the Board is the appropriate regulatory agency under section
3(a)(34) of the Securities Exchange Act of 1934
(15 U.S.C. 78c(a)(34)).
(8) Making reports available to SEC. To make
available, upon request, to the Securities and Exchange Commission
reports of examination of transfer agents, clearing agencies, and
municipal securities dealers for which the Board is the appropriate
regulatory agency for use by the Commission in exercising its
supervisory responsibilities under the Act under section 17(c)(3) of
the Securities Exchange Act of 1934 (15
U.S.C. 78q(c)(3)).
(9) Issuing examination manuals, forms, and other
materials. To issue examination or inspection manuals,
registration, report, agreement, and examination forms,
guidelines,
{{12-31-07 p.6190.01}}instructions, and
other similar materials for use in administering sections 7, 8, 15B,
and 17A(c) of the Securities Exchange Act of 1934
(15 U.S.C. 78g,
78h,
78o--4, and
78q--1).
(10) Lists of OTC and foreign margin stocks. To
approve issuance of the lists of OTC margin stocks and foreign margin
stocks and add, omit, or remove any stock in circumstances indicating
that such change is necessary or appropriate in the public interest
under § 207.6(d) of Regulation G (12 CFR Part 207), § 220.17(f) of
Regulation T (12 CFR Part 220), or
§ 221.7(d) of Regulation U
(12 CFR Part 221).
[Codified to 12 C.F.R. § 265.7]
[Source: Section 265.7 amended at 56 Fed. Reg. 67153, December 30,
1991, effective December 23, 1991; 57 Fed. Reg. 13002, April 15, 1992;
58 Fed. Reg. 6363, January 28, 1993; 58 Fed. Reg. 26509, May 4, 1993,
effective May 3, 1993; 62 Fed. Reg. 64996, December 9, 1997; 63 Fed.
Reg. 58621, November 2, 1998; 66 Fed. Reg. 54397, October 26, 2001,
effective November 26, 2001]
§ 265.8 Functions delegated to the Staff Director of the
Division of International Finance.
The Board's Staff Director of the Division of International Finance
(or the Director's delegee) is authorized:
(a) Establishment of foreign accounts. To approve the
establishment of foreign accounts and the terms of any account-related
agreements with the Federal Reserve Bank of New York under section
14(e) of the Federal Reserve Act (12 U.S.C. 358).
(b) [Reserved.]
[Codified to 12 C.F.R. § 265.8]
§ 265.9 Functions delegated to the Director of Division of
Consumer and Community Affairs.
The Director of the Board's Division of Consumer and Community
Affairs (or the Director's delegee) is authorized:
(a) Issuing examination manuals, forms, and other
materials. To issue examination or inspection manuals; report,
agreement, and examination forms; examination procedures, guidelines,
instructions, and other similar materials pursuant to: section 11(a) of
the Federal Reserve Act (12 U.S.C. 248(a)); sections 108(b), 621(c),
704(b), 814(c), and 917(b) of the Consumer Credit Protection Act
(15 U.S.C. 1607(b),
1681s(b),
1691c(b),
1692l(c) and
1693o(b)); section 305(c) of the
Home Mortgage Disclosure Act (12
U.S.C. 2804(c)); section 18(f)(3) of the Federal Trade
Commission Act (15 U.S.C.
57a(f)(3)); section 808(c) of the Civil Rights Act of 1968
(42 U.S.C. 3608(c)); section
270(b) of the Truth in Savings Act (12
U.S.C. 4309); and section 5 of the Bank Holding Company Act of
1956 (12 U.S.C. 1844(c)). The
foregoing manuals, forms, and other materials are for use within the
Federal Reserve System in the administration of enforcement
responsibilities in connection with:
(1) Sections 1--200 and 501--921 of the Consumer Credit
Protection Act (15 U.S.C. 1601--1693r), in regard to the Truth in
Lending Act, the Consumer Leasing Act, the Equal Credit Opportunity
Act, the Electronic Fund Transfer Act, the Fair Credit Reporting Act
and the Fair Debt Collection Practices Act;
(2) Sections 301--312 of the Home Mortgage Disclosure Act (12
U.S.C. 2801-2811);
(3) Section 18(f)(1)--(3) of the Federal Trade Commission Act (15
U.S.C. 57a(f)(1)--(3);
(4) Section 805 of the Civil Rights Act of 1968 (42 U.S.C. 3605)
and rules and regulations issued thereunder;
(5) Section 1364 of the National Flood Insurance Act of 1968 (42
U.S.C. 4101(a)), and sections 105(b) and 202(b) of the Flood Disaster
Protection Act of 1973 (42 U.S.C.
4012a(b), 4106(b));
(6) Section 19(j) of the Federal Reserve Act (12 U.S.C. 371b);
and
(7) Sections 801--806 of the Community Reinvestment Act
(12 U.S.C. 2901--2905).
(8) Sections 261--274 of the Truth in Savings Act
(12 U.S.C. 4301--4313).
(b) Consumer Advisory Council. Pursuant to section
703(b) of the Consumer Credit Protection Act
(15 U.S.C. 1691b(b)), to call
meetings of and consult with the Consumer
{{12-31-07 p.6190.02}}Advisory Council
established under that section, approve the agenda for such meetings,
and accept any resignations from Consumer Advisory Council Members.
(c) Determining inconsistencies between state and federal
laws. To determine whether a state law is inconsistent with the
following federal acts and
regulations:
{{10-31-01 p.6190.01}}
(1) Sections 111, 171(a) and 186(a) of the Truth in Lending Act
(15 U.S.C. 1610(a),
1666j(a),
1667e(a)) and
§ 226.28 of Regulation Z (12
CFR part 226) and § 213.7 of
Regulation M (12 CFR part 213);
(2) Section 919 of the Electronic Fund Transfer Act
(15 U.S.C. 1693q),
§ 205.12 of Regulation E (12
CFR Part 205);
(3) Section 705(f) of the Equal Credit Opportunity Act
(15 U.S.C. 1691d(f) and
§ 202.11 of Regulation B (12
CFR Part 202);
(4) Section 306(a) of the Home Mortgage Disclosure Act
(12 U.S.C. 2805(a)) and
§ 203.3 of Regulation C (12
CFR part 203); and
(5) Section 273 of the Truth in Savings Act
(12 U.S.C. 4312) and
§ 230.1 of Regulation DD (12
CFR part 230).
(d) Interpreting the Fair Credit Reporting Act. To issue
interpretations pursuant to section 621(e) of the Fair Credit Reporting
Act (15 U.S.C. 1681s(e));
(e) Annual adjustments. To adjust as required by law:
(1) The amount specified in section 103(aa)(1)(B)(ii) of the
Truth in Lending Act and § 226.32(a)(1)(ii) of Regulation Z (12 CFR
part 226), relating to mortgages bearing fees above a certain amount in
accord with section 103(aa)(3) of that act (15 U.S.C. 1602(aa)); and
(2) The amount specified in section 309(b)(1) of the Home
Mortgage Disclosure Act (12 U.S.C. 2808(b)(1)) and § 203.3(a)(1)(ii)
of Regulation C (12 CFR part 203) relating to the asset threshold above
which a depository institution must collect and report data.
(f) Community Reinvestment Act determinations. To make
determinations, pursuant to section 804 of the Community Reinvestment
Act (12 U.S.C. 2903),
approving or disapproving:
(1) Strategic plans and any amendments thereto pursuant to
§ 228.27(g) and (h) of Regulation BB (12 CFR part 228); and
(2) Requests for designation as a wholesale or limited purpose
bank or the revocation of such designation, pursuant to § 228.25(b)
of Regulation BB (12 CFR part 228).
(g) Public hearings. To conduct hearings or other
proceedings required by law, concerning consumer law or other matters
within the responsibilities of the Division of Consumer and Community
Affairs, in consultation with other interested divisions of the Board
where appropriate.
[Codified to 12 C.F.R. § 265.9]
[Source: Section 265.9 amended at 56 Fed. Reg. 67154, December 30,
1991, effective December 23, 1991; 58 Fed. Reg. 65540, December 15,
1993, effective December 3, 1993; 63 Fed. Reg. 65044, November 25,
1998]
§ 265.10 Functions delegated to Secretary of Federal Open
Market Committee.
The Secretary of the Federal Open Market Committee (or the Deputy
Secretary in the Secretary's absence) is authorized:
(a) Records of policy actions. To approve for inclusion in the
Board's Annual Report to Congress, records of policy actions of the
Federal Open Market Committee.
(b) [Reserved.]
[Codified to 12 C.F.R. § 265.10]
§ 265.11 Functions delegated to Federal Reserve banks.
Each Federal Reserve bank is authorized as to a member bank or other
indicated organization for which the Reserve bank is responsible for
receiving applications or registration statements or to take other
actions as indicated:
{{10-31-01 p.6190.03}}
(a) Procedure--(1) Member bank affiliate's
reports. To extend the time for good cause shown, within which an
affiliate of a state member bank must file reports under section 9(17)
of the Federal Reserve Act (12 U.S.C. 334).
{{12-31-98 p.6191}}
(2) Edge corporation's divestiture of stock. To
extend the time in which an Edge Act corporation must divest itself of
stock acquired in satisfaction of a debt previously contracted under
section 25A(9) of the Federal Reserve Act
(12 U.S.C. 615).
(3) Edge corporation's corporate existence. To extend
the period of corporate existence of an Edge corporation under section
25A(22) of the Federal Reserve Act
(12 U.S.C. 628).
(4) Bank holding company registration statement. To
extend the time within which a bank holding company must file a
registration statement under section 5(a) of the Bank Holding Company
Act (12 U.S.C. 1844(a)).
(5) Bank holding company divestiture of nonbanking
interests. To extend the time within which a bank holding company
must divest itself of interests in nonbanking organizations under
section 4(a) of the Bank Holding Company Act
(12 U.S.C. 1843(a)).
(6) Bank holding company divestiture of dpc
interests. To extend the time within which a bank holding company
or any of its subsidiaries must divest itself of interests acquired in
satisfaction of a debt previously contracted:
(i) Under section 4(c)(2) of the Bank Holding Company Act
(12 U.S.C. 1843(c)(2)) or
§ 225.22(c)(1) of
Regulation Y (12 CFR Part 225); or
(ii) Under sections 2(a)(5)(D) and 3(a) of the Bank Holding
Company Act (12 U.S.C.
1841(a)(5)(D) and 1842(a)).
(7) Member banks's surrender of Reserve bank stock upon
withdrawal from membership. To extend the time within which a
member bank that has given notice of intention to withdraw from
membership must surrender its Federal Reserve bank stock and its
certificate of membership under Regulation H (12 CFR 209.3(e)).
(8) Members bank's reports of condition. To extend
the time for publication of reports of condition under Regulation H (12
CFR Part 208) for good cause shown.
(9) Bank holding company's annual reports. To grant
to a bank holding company a 90-day extension of time in which to file
an annual report, and for good cause shown grant an additional
extension of time not to exceed 90 days under section 5(c) of the Bank
Holding Company Act (12 U.S.C.
1844(c)).
(10) Regulation K--Divestiture of foreign portfolio
investment, joint venture, or subsidiary acquired through debt
previously contracted. To extend the time within which an
investor must divest itself of interests in a foreign portfolio
investment, joint venture, or subsidiary acquired in satisfaction of a
debt previously contracted under Regulation K
(12 CFR 211.5(e)).
(11) Bank holding company's acquisition of shares, opening
new bank, consummating merger. To extend the time within which a
bank holding company may acquire shares, open a new bank to be
acquired, or consummate a merger in connection with an application
approved by the Board, if no material change relevant to the proposal
has occurred since its approval.
(12) Member bank's establishing domestic or foreign branch;
Edge or agreement corporation's establishing branch or agency. To
extend the times within which:
(i) A member bank may establish a domestic branch;
(ii) A member bank may establish a foreign branch; or
(iii) An Edge or agreement corporation may establish a branch or
agency, if no material change has occurred in the bank's (or
corporation's) general condition since the application was approved.
(13) Purchase of stock by Edge or Agreement corporation,
member bank, or bank holding company. To extend the time within
which an Edge or Agreement corporation, member bank, or a bank holding
company may accomplish a purchase of stock if no material change has
occurred in the general condition of the corporation, the member bank,
or bank holding company since such authorization under sections 25 or
25A of the Federal Reserve Act or section 4(c)(13) of the Bank Holding
Company Act (12 U.S.C. 615,
628,
1843).)
{{12-31-98 p.6192}}
(14) Federal Reserve membership. To extend the time
within which Federal Reserve membership must be accomplished, if no
material change has occurred in the bank's general condition since the
application was approved.
(15) Enforcement actions; written agreements;
cease and desist orders. With the prior approval of both the
Board's Director of the Division of Banking Supervision and Regulation
and the Board's General Counsel;
(i) To enter into a written agreement with a bank holding company
or any nonbanking subsidiary thereof, with a state member bank, or with
any other person or entity subject to the Board's supervisory
jurisdiction under 12 U.S.C. 1818(b) concerning the prevention or
correction of an unsafe or unsound practice in conducting the business
of the bank holding company, nonbanking subsidiary, or state member
bank or other entity, or concerning the correction or prevention of any
violation of law, rule, or regulation, or any condition imposed in
writing by the Board in connection with the granting of any application
or other request by the bank or company or any other appropriate
matter;
(ii) To stay, modify, terminate, or suspend an agreement entered
into pursuant to this paragraph;
(iii) To stay, modify, terminate, or suspend an outstanding cease
and desist order that has become final pursuant to
12 U.S.C. 1818(b) and
(k). Any agreement authorized
under this paragraph may, by its terms, be enforceable to the same
extent and in the same manner as an effective and outstanding cease and
desist order that has become final pursuant to 12 U.S.C. 1818(b) and
(k).
(16) Appointment of assistant Federal Reserve
agents. To approve the appointment of assistant Federal Reserve
agents (including representatives or alternate representatives of such
agents) under section 4, paragraph 21 of the Federal Reserve Act (12
U.S.C. 306).
(b) Availability of Information--(1) Availability
of Information; Board records. To make available information of
the Board of the nature and in the circumstances described in the
Board's Rules Regarding Availability of Information (12 CFR 261.11).
(2) [Reserved.]
(c) Bank holding companies; Change in bank control;
Mergers--(1) Require reports under oath. To require
reports under oath to determine whether a company is complying with
section 5(c) of the Bank Holding Company Act
(12 U.S.C. 1844(c)).
(2) Acquisition of going concern--authorization
of consummation; early consummation. To notify a bank holding
company that, because the circumstances surrounding the application to
acquire a going concern indicate that additional information is
required or that the acquisition should be considered by the Board, the
acquisition should not be consummated until specifically authorized by
the Reserve bank or by the Board.
(ii) To permit a bank holding company to make a proposed
acquisition of a going concern before the expiration of the 30-day
period referred to in Regulation Y
(12 CFR 225.23(a)(2))
because exigent circumstances justify consummation of the acquisition
at an earlier time.
(3) Petition for review of decision that adverse comments
are not substantive; permit proposed de novo activities; authorization
of consummation; early consummation. Under
§ 225.4(b)(1) of
Regulation Y (12 CFR Part 225) and subject to § 265.3 of this part,
if a person submitting adverse comments that the Reserve bank had
decided are not substantive files a petition for review by the Board of
that decision:
(i) To permit a bank holding company to engage de novo
in activities specified in § 225.25 of Regulation Y (12 CFR Part
225), or retain shares in a company established de novo and
engaging in such activities, if the Reserve bank's evaluation of the
considerations specified in section 4(c)(8) of the Bank Holding Company
Act leads it to conclude that the proposal can reasonably be expected
to produce benefits to the public.
(ii) To notify a bank holding company that the proposal should
not be consummated until specifically authorized by the Reserve bank or
by the Board or that the proposal should be processed in accordance
with the procedures in § 225.23(a)(2) of Regulation Y (12 CFR Part
225).
{{4-29-94 p.6193}}
(iii) To permit a bank holding company to consummate the proposal
before the expiration of the 45-day period referred to in
§ 225.23(a)(1) of Regulation Y because exigent circumstances justify
consummation at an earlier time under § 225.4(b)(1) of Regulation Y
(12 CFR Part 225).
(4) Permit or stay of modification or location of
activities. To permit or stay a proposed de novo
modification or relocation of activities engaged in by a bank
holding company on the same basis as de novo proposals under
§ 265.11(d)(3) of this part.
(5) Notices under change in Bank Control Act. With
respect to the bank holding company or a state member bank:
(i) To determine the informational sufficiency of notices and
reports filed under the Change in Bank Control Act;
(ii) To extend periods for consideration of notices;
(iii) To determine whether a person who is or will be subject to
a presumption described in § 225.41(b) of Regulation Y (12 CFR Part
225) should file a notice regarding a proposed transaction; and
(iv) To issue a notice of intention not to disapprove a proposed
change in control if all the following conditions are met:
(A) No member of the Board has indicated an objection prior to
the Reserve bank's action;
(B) No senior officer or director of an involved party is also a
director of a Federal Reserve bank or branch;
(C) All relevant departments of the Reserve bank concur;
(D) If the proposal involves shares of a state member bank or a
bank holding company controlling a state member bank, the appropriate
bank supervisory authorities have indicated that they have no objection
to the proposal, or no objection has been received from them within the
time allowed by the act; and
(E) No significant policy issue under the change in Bank Control
Act, 12 U.S.C. 1817(j) or
§ 225.41 of Regulation Y
(12 CFR Part 225) is raised by the proposal as to which the Board has
not expressed its view.
(6) Failure to comply with publication requirement under
Change in Bank Control Act. To waive, dispense with, modify, or
excuse the failure to comply with the requirement for publication and
solicitation of public comment regarding a notice filed under the
Change in Bank Control Act, with the concurrence of the Board's
Director of the Division of Banking Supervision and Regulation and the
Board's General Counsel, provided that a written finding is made that
such disclosure or solicitation would seriously threaten the safety or
soundness of a bank holding company or bank under the Change in Bank
Control Act (12 U.S.C. 1817(j)(2)).
(7) Grandfathered nonbanking activities. To determine
under section 4(a)(2) of the Bank Holding Company Act
(12 U.S.C. 1843(a)(2)) that
termination of grandfathered nonbanking activities of a particular bank
holding company is not warranted, provided the Reserve bank is
satisfied all of the following conditions are met:
(i) The company or its successor is "a company covered in
1970";
(ii) The nonbanking activities for which indefinite grandfather
privileges are being sought do not present any significant unsettled
policy issues; and
(iii) The bank holding company was lawfully engaged in such
activities as of June 30, 1968 and has been engaged in such activities
continuously thereafter.
(8) Opening of additional nonbanking offices. To
approve applications by a bank holding company under sections 4(c)(8)
and 5(b) of the Bank Holding Company Act (12 U.S.C. 1843(c)(8),
1844(b)) and § 225.23(b) of Regulation Y (12 CFR Part 225) to open
additional offices to engage in nonbanking activities for which the
bank holding company previously received approval pursuant to Board
order, unless one of the conditions specified in § 265.11(f) (1),
(2), (3), or (4), of this part is present.
(9) Notices for addition or change of directors or
officers. Under section 914(a) of the Financial Institutions
Reform, Recovery and Enforcement Act
(12 U.S.C. 1831i) and subpart
H of Regulation Y (12 CFR Part 225), provided that no senior officer or
director or
{{4-29-94 p.6194}}proposed
senior officer or director of the notificant is also a director of the
Reserve bank or a branch of the Reserve bank:
(i) To determine the informational sufficiency of notices filed
pursuant to § 225.72 of
Regulation Y; and
(ii) To waive the prior notice requirements of that section.
(10) Acquisition approvals under
section 5(d)(3) of the FDI
Act. To approve, under section 5(d)(3)(E) of the Federal
Deposit Insurance Act, requests by a bank holding company to engage in
any transaction described in section 5(d)(3)(A) of that Act.
(11) Applications requiring Board approval; competitive
factors reports for bank mergers. To approve applications
requiring prior approval of the Board and furnish to the Comptroller of
the Currency and the Federal Deposit Insurance Corporation reports on
competitive factors involved in a bank merger required to be approved
by one of those agencies, unless one or more of the following
conditions is present.
(i) A member of the Board has indicated an objection prior to the
Reserve bank's action; or
(ii) The Board has indicated that such delegated authority shall
not be exercised by the Reserve bank in whole or in part; or
(iii) A written substantive objection to the application has been
properly made; or
(iv) The application raises a significant policy issue or legal
question on which the Board has not established its position; or
(v) With respect to bank holding company formations, bank
acquisitions or mergers, the proposed transaction involves two or more
banking organizations that, upon consummation of the proposal, would
control over 35 percent of total deposits (including 50 percent of
thrift deposits) in banking offices in the relevant geographic market,
or would result in an increase of at least 200 points in the
Herfindahl-Hirschman Index (HHI) in a highly concentrated market (a
market with a post-merger HHI of at least 1800); or
(vi) With respect to nonbank acquisitions, the nonbanking
activities involved do not clearly fall within activities that the
Board has designated as permissible for bank holding companies under
§ 225.25(b) of
Regulation Y.
(d) International banking--(1) Application to
establish Edge Corporation. To approve the application by a U.S.
banking organization to establish an Edge corporation under section 25
of the Federal Reserve Act (12 U.S.C. 611) and the Board's Regulation K
(12 CFR Part 211) if all of
the following criteria are met:
(i) The U.S. banking organization meets the capital adequacy
guidelines and is otherwise in satisfactory condition;
(ii) The proposed Edge corporation will be a wholly-owned
subsidiary of a single banking organization; and
(iii) No other significant policy issue is raised on which the
Board has not previously expressed its view.
(2) Issuance of permit to Edge corporation to commence
business. To issue to an Edge corporation under section 25A of
the Federal Reserve Act (12 U.S.C.
612) and Regulation K,
§ 211.4(a) (12 CFR Part 211) a
final permit to commence business and to
{{12-31-01 p.6195}}
approve amendments to the articles of association of any Edge
corporation to reflect the following:
(i) Any increase in capital stock where all additional shares are
to be acquired by existing shareholders;
(ii) Any change in the location of the home office in the city
where the Edge corporation is presently located;
(iii) Any change in the number of members of the board of
directors;
(iv) Any change in the name; and
(v) Deletion of the requirements that all directors and
shareholders must be U.S. citizens.
(3) Edge corporation establishing branch abroad. To
approve, under § 211.3(a)
Regulation K (12 CFR Part 211), an Edge corporation application to
establish a branch abroad, provided that no senior officer or director
of the involved parties is also a director of a Reserve bank or branch
and that no significant policy issue is raised by the proposal as to
which the Board has not expressed its view.
(4) Member bank establishing foreign branch. To
approve under § 211.3(a) of Regulation K (12 CFR Part 211) a member
bank's establishing, directly or indirectly, a foreign branch where the
application is not one for a full-service branch in a foreign country,
provided that no senior officer or director of the involved parties is
also a director of a Reserve bank or branch and that no significant
policy issue is raised by the proposal as to which the Board has not
expressed its view.
(5) Agreement with foreign bank concerning deposits of
out-of-home-state branch. To enter into an agreement or
undertaking with a foreign bank that it shall receive only such
deposits at its out-of-home-state branch as would be permissible for an
Edge corporation under section 5 of the International Banking Act
(12 U.S.C. 3103).
(6) Waiver of 30-day prior notification period. To
waive the 30-day prior notification period with respect to a foreign
bank's change of home state under
§ 211.22(c)(1) of Regulation
K (12 CFR Part 211).
(7) Granting specific consent. To grant prior
specific consent to an investor for an investment in its first
subsidiary or its first joint venture, where such investment does not
exceed the general consent limitations under 211.5(c) of Regulation K
(12 CFR Part 211).
(8) Authority under prior-notice procedures. (i) With
regard to a prior notice to make an investment under
§ 211.9(f) of Regulation K (12
CFR 211.9(f)):
(A) To suspend the notice period; or
(B) To require the notificant to file an application for the
Board's specific consent.
(ii) With regard to a prior notice of a foreign bank to establish
certain U.S. offices under
§ 211.24(a)(2)(i) of
Regulation K (12 CFR 211.24(a)(2)(i)):
(A) To suspend the notice period; or
(B) To require that the foreign bank file an application for the
Board's specific consent.
(9) Investment in export trading company. To issue a
notice of intention not to disapprove a proposed investment in an
export trading company if all the following criteria are met:
(i) The proposed export trading company will be a wholly-owned
subsidiary of a single investor, or ownership will be shared with an
individual or individuals involved in the operation of the export
trading company;
(ii) A bank holding company investor and its lead bank meet the
minimum capital adequacy guidelines of the Board, the Comptroller of
the Currency, or the Federal Deposit Insurance Corporation or have
enacted capital enhancement plans that have been determined by the
appropriate supervisory authority to be acceptable.
(iii) The proposed activities of the export trading company do
not include product research or design, product modification, or
activities not specifically covered by the list of services contained
in 4(c)(14)(F)(ii) of the Bank Holding Company Act
(12 U.S.C.
1843(c)(14)(F)(ii));
{{12-31-01 p.6196}}
(iv) No other significant policy issue is raised on which the
Board has not previously expressed its view under section 4(c)(14) of
the Bank Holding Company Act (12 U.S.C. 1843(c)(14) and Regulation K
(12 CFR 211.31--211.34).
(10) Futures commission merchant activities. To
approve, under § 211.5(d)(17) of Regulation K (12 CFR Part 211),
applications to engage in futures commission merchant activities on an
exchange that requires members to guarantee or otherwise contract to
cover losses suffered by the other members, provided that the Board has
previously approved the exchange and the application is on the same
terms and conditions on which the Board based its approval of the
exchange.
(11) Investments in Edge and agreement Corporation
subsidiaries. To approve an application by a member bank to invest
more than 10 percent of capital and surplus in Edge and agreement
corporation subsidiaries, provided that:
(i) The member bank's total investment, including the retained
earnings of the Edge and agreement corporation subsidiaries, does not
exceed 20 percent of the bank's capital and surplus or would not
exceed that level as a result of the proposal; and
(ii) The proposal raises no significant policy or supervisory
issues.
(12) Amendments to Edge corporation charters. To
approve amendments to Edge corporation charters.
(B) The application raises no significant policy or supervisory
issues.
(ii) Representative office. To approve an application
by a foreign bank to establish a representative office in the United
States pursuant to § 211.24 of Regulation K (12 CFR 211.24), provided
that:
(A) The foreign bank previously received approval from the Board
to establish a branch, agency, commercial lending company, or
representative office in the United States pursuant to § 211.24 of
Regulation K (12 CFR 211.24); and
(B) The application raises no significant policy or supervisory
issues.
(e) Member banks--(1) Approval of membership
applications. To approve applications for membership in the
Federal Reserve System under section 9 of the Federal Reserve Act (12
U.S.C. 321 et seq.) and Regulation H (12 CFR part 208) if the Reserve
bank is satisfied that approval is warranted after considering the
factors set forth in 12 CFR 208.3(b).
(2) Waiver of notice of intention to withdraw from
membership. To approve or deny applications by state banks for
waiver of the required six months' notice of intention to withdraw from
Federal Reserve membership under section 9(10) of the Federal Reserve
Act (12 U.S.C. 328).
(3) Approval of branch applications. To approve a
state member bank's establishment of a domestic branch under section 9
of the Federal Reserve Act (12 U.S.C. 321 et seq.) and
Regulation H (12 CFR part 208) if the Reserve bank is satisfied that
approval is warranted after considering the factors set forth in 12 CFR
208.6(b).
(4) Declaration of dividends in excess of net
profits. To permit a state member bank under section 9(6) of the
Federal Reserve Act (12 U.S.C. 324 and 60) to declare dividends in
excess of the amounts allowed in 12 CFR 208.5(c) if the Reserve Bank is
satisfied that approval is warranted after giving consideration to:
(i) The banks capitalization in relation to the character and
condition of its assets and to its deposit liabilities and other
corporate responsibilities, including the volume of its risk assets and
of its marginal and inferior quality assets, all considered in relation
to the strength of its management; and
(ii) The bank's capitalization after payment of the proposed
dividends.
(5) Reduction of capital stock. To permit a state
member bank under section 9(11) of the Federal Reserve Act (12 U.S.C.
329) to reduce its capital stock below the amounts set forth in 12 CFR
208.5(d) if the state member bank's capitalization thereafter will be:
(i) In conformity with the requirements of federal law; and
(ii) Adequate in relation to the character and condition of its
assets and to its deposit liabilities and other corporate
responsibilities, including the volume of its risk
assets
{{12-31-01 p.6197}}and of its marginal
and inferior quality assets, all considered in relation to the strength
of its management.
(6) Acceptance of drafts and bills of exchange. To
permit a member bank or a federal or state branch or agency of a
foreign bank that is subject to reserve requirements under section 7 of
the International Banking Act of 1978
(12 U.S.C. 3105) to accept
drafts or bills of exchange under section 13(7) of the Federal Reserve
Act (12 U.S.C. 372) in an aggregate amount at any one time up to 200
percent of its paid-up and unimpaired capital stock and surplus, if the
Reserve bank is satisfied that such permission is warranted after
giving consideration to the institution's capitalization in relation to
the character and condition of its assets and to its deposit
liabilities and other corporate responsibilities, including the volume
of its risk assets and of its marginal and inferior-quality assets, all
considered in relation to the strength of its management.
(7) Investment in bank premises in excess of capitol
stock. To permit a state member bank to invest in bank premises
under section 24A of the Federal Reserve Act
(12 U.S.C. 371a) in an amount
in excess of that set forth in 12 CFR 208.21(a), if the Reserve Bank is
satisfied that approval is warranted after giving consideration to the
bank's capitalization in relation to the character and condition of
its assets and to its deposit liabilities and other corporate
responsibilities, including the volume of its risk assets and of its
marginal and inferior quality assets, all considered in relation to the
strength of its management.
(8) Security devices. To determine whether security
devices and procedures of state member banks are deficient in meeting
the requirements of Regulation H (12 CFR Part 208) and whether such
requirements should be varied in the circumstances of a particular
banking office, and whether to require corrective action.
(9) Classifying member banks for election of
directors. To classify member banks for the purposes of electing
Federal Reserve bank class A and class B directors under section 4(16)
of the Federal Reserve Act (12 U.S.C. 304), giving consideration to:
(i) The statutory requirement that each of the three groups shall
consist as nearly as may be of banks of similar capitalization; and
(ii) The desirability that every member bank have the opportunity
to vote for a class A or a class B director at least once every three
years.
(10) Waiver of penalty for deficient reserves. To
waive the penalty for deficient reserves by a member bank if, after a
review of all the circumstances relating to the deficiency, the Reserve
bank concludes that waiver is warranted, except that in no case may a
penalty be waived if the deficiency in reserves arises out of the
bank's gross negligence or conduct inconsistent with the principles and
purposes of reserve requirements.
(11) Retirement of subordinated debt. To approve the
retirement prior to maturity of capital notes described in
§ 204.2(a)(1)(vii)(C) of
Regulation D (12 CFR Part 204) and issued by a state member bank,
provided the Reserve bank is satisfied that the capital position of the
bank will be adequate after the proposed redemption.
(12) Public welfare investments. To permit a state
member bank to make a public welfare investment that meets the
conditions of 12 CFR 208.22(b)(1)--(3), (b)(5) and (b)(7), if the
Reserve Bank is satisfied that:
(i) The state member bank received at least an overall rating of
"3" as of its most recent consumer compliance examination; and
(ii) The aggregate of all such investments of the state member
bank does not exceed 10 percent of its capital stock and surplus as
defined under 12 CFR 208.2(d).
(f) Securities. To approve applications by a registered
lender for termination of the registration under § 221.3(b)(2) of
Regulation U (12 CFR
221.3(b)(2)).
(2) Agreements from nonmember banks; extensions of
credit. To accept agreements concerning extensions of credit to
finance securities transactions on behalf of the Board from nonmember
banks in the form prescribed by the Board under section 8(a) of the
Securities Exchange Act of 1934 (15
U.S.C. 78h(a)).
(g) Management interlocks.--(1) Change in
circumstances requiring termination of management interlocks;
Regulation L. To grant time for compliance with § 212.6 of
Regulation L (12 CFR Part 212) of up to an aggregate of 15 months from
the date on
{{12-31-01 p.6198}}which the change in
circumstances as specified in that section occurs when the additional
time appears to be appropriate to avoid undue disruption to the
depository organizations involved in the management interlocks.
(2) Depository Institutions Management Interlocks
Act. After consultation with the General Counsel of the Board, to
decide not to disapprove notices to establish director interlocks with
diversified savings and loan holding companies.
(12 U.S.C. 3204(8)).
[Codified to 12 C.F.R. § 265.11]
[Section 265.11 amended at 56 Fed. Reg. 67154, December 30, 1991,
effective December 23, 1991; 57 Fed. Reg. 11907, April 8, 1992; 57 Fed.
Reg. 40600, September 4, 1992; 58 Fed. Reg. 6363, January 28, 1993; 59
Fed. Reg. 22968, May 4, 1994; 63 Fed. Reg. 2839, January 16, 1998,
effective April 1, 1998; 63 Fed. Reg. 58621, November 2, 1998; 66 Fed.
Reg. 54398, October 26, 2001, effective November 26, 2001; 66 Fed. Reg.
58656, November 23, 2001, effective November 26, 2001]
[End Bank Holding Company Act]
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