By-Laws of the Nashville Branch Board of Directors
March 10, 2022
ARTICLE I – BOARD OF DIRECTORS
Section 1 – Quorum: A majority of the directors in office at the time of holding any directors' meeting shall constitute a quorum for the transaction of business at such meeting, but less than a quorum may adjourn the meeting from time to time until a quorum is in attendance.
Section 2 – Chair: The Board of Directors of the Branch, at its last regular meeting of each year, shall designate one of the members of the Board of Directors of the Branch appointed by the Board of Governors of the Federal Reserve System as the Chair of the Board for the following year; and in the absence of the Chair for any reason or upon expiration of this director's term, the director appointed by the Board of Governors whose term expires in the year next following the term of the previously designated Chair shall serve as Chair Pro Tem, exercising the powers of the Chair in the Chair's absence or until a new Chair is designated.
Section 3 – Secretary: The Board of Directors of the Branch shall appoint a Secretary of the Board, who shall keep the minutes of all meetings of the Board and perform such other duties as may be assigned from time to time by the Board of Directors. The Board may, in the absence of the Secretary of the Board, or upon any other occasion, when, in the discretion of the Board of Directors such action may be deemed desirable, appoint a Secretary Pro Tem.
Section 4 – Meetings: There shall be regular meetings of the Board of Directors of the Branch preceding the Atlanta Head Office meetings, at such time as the Board may designate. The Board of Directors may at any regular meeting fix a different date for future regular meetings. The Chair of the Board of the Branch may call a special meeting at any time, and shall do so upon the written request of the Chair of the Board of Directors of the Federal Reserve Bank of Atlanta, the President of the Federal Reserve Bank of Atlanta, or upon the written request of any two directors of the Branch. Notice of regular and special meetings may be given by mail or electronic means. If given by mail, such notice shall be deposited in the mail at least three days before the date of the meeting. If given by electronic means, such notice shall be dispatched at least one day before the date of the meeting. Notice of any meeting may be dispensed with if each director agrees.
Section 5 – Director Compensation: The directors of the Branch shall be paid an annual retainer, daily fees for attendance at meetings (including committee meetings) or while otherwise engaged on official business of the Bank or the Federal Reserve System, and additional compensation for extraordinary duties in accordance with guidelines issued by the Board of Governors of the Federal Reserve System. Directors may elect to waive their fees if done so in writing. Reimbursement for travel and transportation expenses in connection with official business shall be made in accordance with Bank policies for such reimbursements.
Section 6 – Director Notification of Material Change in Employment Status: If a director's principal occupation or business association changes materially during his or her tenure as a director, then the president shall review the appropriateness of continued board service and make a determination based on circumstances and in consultation with other parties as appropriate.
Section 7 – Order of Business: The regular order of business at each meeting of the Board of Directors of the Branch shall consist of the following items unless modified by the Board:
- Reading and disposition of minutes of the last meeting of the Board
- Reports of directors and committees
- Report of Regional Executive
- Unfinished business
- New business
- Presentation by representative of Federal Reserve Bank of Atlanta. (if present)
Section 8 – Roles and Responsibilities: Roles and responsibilities of Branch Directors are: (1) participating in the formulation of national monetary and credit policies; and (2) acting as a link between the Federal Reserve and the community. General oversight of the operations of the branch is provided by the Board of Directors of the Federal Reserve Bank of Atlanta, due to the consolidated/functional management of Reserve Bank operations at the head office.
Branch Directors will receive economic reports, community activity reports, and updates on significant Federal Reserve System initiatives affecting the Branch. Upon request or direction of the Atlanta Bank Board of Directors, Branch Directors may oversee the progress and performance of an operation or project, providing status reports to the Atlanta Bank Board of Directors. Further, Branch Directors may be requested to provide ad hoc expert advice to the Directors of the Federal Reserve Bank of Atlanta or to Reserve Bank staff.
ARTICLE II – OFFICER IN CHARGE
Section 1 – Regional Executive: The officer appointed by the Board of Directors of the Federal Reserve Bank of Atlanta as the Regional Executive of the Branch shall have general charge and control of the business and affairs of the Branch, subject to such limitations and directions as the Board of Directors of the Federal Reserve Bank of Atlanta may from time to time prescribe; this officer shall be directly responsible to the President of the Bank and shall perform such duties as may be assigned by the President, where such duties have not been otherwise specifically prescribed by the Board of Directors of the Federal Reserve Bank of Atlanta.