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F ederal reserve Bank DALLAS, TEXAS of Dallas 75222 Circular No. 70-113 May I k , 1970 REPRINT OP RULES REGARDING DELEGATION OF AUTHORITY To All Member Banks in the Eleventh Federal Reserve District: Enclosed is the new larger reprint of Rules Regarding Delegation of Authority as amended effective April 2, 1970. All amendments to the regulation that have been issued and effective through April 2 have been incorporated in the revised copies. The small size regulation with applicable amendments should be removed from your binder and may be destroyed. Yours very truly, P. E. Coldwell President Enclosure (l) This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org) BOARD OF GOVERNORS of the FEDERAL RESERVE SYSTEM RULES REGARDING DELEGATION OF AUTHORITY (12 CFR 265) As amended effective April 2, 1970 Any inquiry relating to this regulation should be addressed to the Federal Reserve Bank of the Federal Reserve District in which the Inquiry arises. CONTENTS Se c . 2 6 5 .1 — D e l e g a t io n G of enerally S e c . 2 6 5 .1 a — S p e c ific gated F to F u n c t io n s .................................. u n c t io n s D 3 ele B oardM e m b e r s 3 (a) A ny Board M em ber designated by 3 the C h a i r m a n .............................. (b ) The Com m ittee on Organization, Com pensation, and Building Plans S e c . 2 6 5 .2 — Spe c ific F u n c t io n s gated to and ele B oard E m p l o y e e s F ederal to Banks D 3 S e c . 2 6 5 .3 — R e v ie w R eserve ............................................. (a) The Secretary of the B o a r d ............... (b) The G eneral Counsel of the Board . (c) T he D irector of the Division of Super vision and Regulation ..................... (d) T he D irector of the Division of F ed eral Reserve Bank O perations . . . (e) The D irector of the Division of P er sonnel A dm inistration ..................... (f) Each Federal Reserve Bank ............ (g) T he D irector of the Division of Inter national F inance ............................... 3 gated of A c t io n Level at D 3 3 4 5 5 5 7 ele ............................... 7 STATUTORY AUTHORITY This regulation is issued under authority of section 11 (k ) of the Federal Reserve A ct (12 U.S.C. 2 4 8 (k )), w hich reads as follows: Sec. 11. T he Board of G overnors of the F ed eral Reserve System shall be authorized and em pow ered : ❖ sfc H8 (k ) To delegate, by published order or rule and subject to the A dm inistrative Procedure Act, any of its functions, other than those relating to rulem aking or pertaining principally to m onetary and credit policies, to one or m ore hearing exam iners, mem bers or employees of the Board, or Federal Reserve Banks. T he assignment of respon sibility for the perform ance of any function th a t the Board determines to delegate shall be a func tion of the Chairm an. T he Board shall, upon the vote of one m em ber, review action taken at a delegated level within such time and in such m anner as the Board shall by rule prescribe. RULES REGARDING DELEGATION OF AUTHORITY* (12 CFR 265) As amended effective April 2, 1970 any foreign com pany (other than a com pany per form ing nominee, fiduciary, or other banking serv ices incidental to the activities of a foreign branch or affiliate of such bank or co rp o ratio n ). (3) To perm it an Edge or A greem ent corpo ration to exceed the lim itations in § 211.9 (b) and (c) of this chapter (Regulation K ) . 1 (b) The Committee on Organization, Compen sation, and Building Plans, consisting of three m em bers of the Board designated by the C hair man, is authorized, pursuant to the twenty-second paragraph of section 4 of the Federal Reserve A ct (12 U.S.C. 307), to approve the salary of any officer of a Federal Reserve Bank holding a posi tion below that of Senior Vice President, subject to general guidelines prescribed by the Board. S EC T IO N 265.1— D E L E G A T IO N O F F U N C T IO N S G E N E R A L L Y P ursuant to the provisions of section l l ( k ) of the Federal Reserve A ct (12 U.S.C. 2 4 8 ( k ) ) , the Board of G overnors of the Federal Reserve Sys tem delegates authority to exercise those of its functions described in this Part, subject to the limitations and guidelines herein prescribed. The C hairm an of the Board of G overnors assigns the responsibility for the perform ance of such dele gated functions to the persons herein specified. A delegee m ay submit any m atter to the Board for determ ination if he considers such submission appropriate because of the im portance or com plexity of the m atter. SEC T IO N 265.1a— S PE C IFIC F U N C T IO N S D E L E G A T E D TO BO A RD M EM B ER S SEC TIO N 265.2— S P E C IFIC F U N C T IO N S D E L E G A T E D TO BO A RD E M PL O Y E E S A N D F E D E R A L R E SE R V E BA NKS (a) Any Board member designated by the Chairman is authorized under sections 25 and (a) The Secretary of the Board (or, in his 2 5 (a ) of the Federal Reserve A ct and Parts 211 absence, the Acting Secretary) is authorized, and 213 of this chapter (Regulations K and M ) : under the provisions of P art 261 of this chapter, (1 ) T o approve the establishment, directly or to m ake available, upon request, inform ation in indirectly, of a foreign branch o r agency by a the records of the Board. m em ber bank or corporation organized under sec (b) The General Counsel of the Board (or, in tion 2 5 (a ) (an “Edge” corporation) or operating his absence, the Acting G eneral Counsel) is under an agreem ent with the Board pursuant to authorized: section 25 (an “A greem ent” corporation) which (1) U nder the provisions of section 2 (g ) of has already established, or has been authorized to the Bank H olding Com pany A ct (12 U.S.C. establish, branches in two or more foreign coun 1 8 4 1 (g )), to determ ine w hether a com pany that tries. transfers shares to any of the types of trans ferees specified therein is incapable of controlling (2 ) T o grant specific consent to stock acquisi tions, either directly or indirectly, by a m em ber the transferee. (2) U n der the provisions of section 4 ( c ) ( 8 ) of bank or an Edge or A greem ent corporation (and the Bank Holding C om pany A ct (12 U.S.C. 1843 to approve such acquisitions which m ay exceed ( c ) ) , to determ ine that a com pany engaged in the limitations in section 2 5 (a ) based on such a activities of a financial, fiduciary, or insurance corporation’s capital and surplus) not resulting nature falls within the exem ption described there in the acquisition, either directly o r indirectly, by in perm itting retention or acquisition of control such bank or corporation of effective control of thereof by a bank holding com pany. * This text corresponds to the Code of Federal Regula tions, Title 12, Chapter II, Part 265, cited as 12 CFR 265. The words “this Part,” as used herein, mean Rules Re garding Delegation of Authority. 1 Subject, of course, to the limitations in section 25(a) relating to aggregate liabilities outstanding on debentures, bonds, and promissory notes. 3 DELEGATION OF AUTHORITY § 2 6 5 .2 (6) U nder the provisions of section 12(f) of the Securities Exchange A ct (15 U.S.C. 7 8 /( f ) ) , to issue notices with respect to an application by a national securities exchange for unlisted trading privileges in a security of a m em ber State bank. (7) U nder the provisions of section 12(h) of the Securities Exchange A ct (15 U.S.C. 7 8 /( h ) ) , to issue notices with respect to an application by a m em ber State bank for exemption from regis tration. (8) U nder the provisions of § 206.5(f) and (i) of this chapter (Regulation F), to perm it the m ail ing of proxy and other soliciting m aterials by a m em ber State bank before the expiration of the time prescribed therein. (9) U nder the provisions of §§ 206.41, 206.42, (c) The Director of the Division of Supervision and 206.43 (Instructions as to Financial State and Regulation (or, in his absence, the Acting ments 9, 4, and 3, respectively) of this chapter D irector) is authorized: (Regulation F), to perm it the omission of financial (1) U nder the provisions of the seventh para statements from reports by a m em ber State bank graph of section 9 of the Federal Reserve A ct (12 a n d /o r to require other financial statem ents in U.S.C. 3 2 5), to select or to approve the appoint addition to, or in substitution for, the statem ents m ent of Federal Reserve Bank examiners, assist required therein. ant examiners, and special examiners. (10) To exercise the functions described in (2) U nd er the provisions of the nineteenth subparagraph (4 ) of paragraph (f) of this section paragraph of section 2 5 (a ) of the Federal Reserve in cases in which the conditions specified therein A ct (12 U.S.C. 625) and § 2 1 1.9(e) o f this chapter as prerequisites to exercise of such functions by (Regulation K), to require submission and publi the Federal Reserve Banks are not present or in cation of reports by an “Edge A ct” corporation. which, even though such conditions are present, (3) U n der the provisions of section 5 of the the appropriate Federal Reserve Bank considers Bank H olding Com pany Act (12 U.S.C. 1844), that nevertheless it should not take action on the after having received clearance from the Bureau m em ber b an k ’s request, and to exercise the func of the Budget (where necessary) and in accord tions described in subparagraphs ( 1 ), ( 2 ) , and ance with the law of A dm inistrative P rocedure (7) of paragraph (f) of this section in cases in (5 U.S.C. 5 5 3 ), to prom ulgate registration, an which the appropriate F ederal Reserve Bank con nual report, and other form s for use in connection siders that it should not take action to approve w ith the adm inistration of such Act. the m em ber b ank ’s request. (4) U nder the provisions of section 12(g) of (11) U nder sections 25 and 2 5 (a ) of the the Securities Exchange A ct (15 U.S.C. 7 8 /( g ) ) : Federal Reserve A ct and Parts 211 and 213 of (i) to accelerate the effective date of a regis this chapter (Regulations K and M ), to approve tration statem ent filed by a m em ber State bank increases and reductions in the capital stock and with respect to its securities; am endm ents to the articles of association of a (ii) to accelerate term ination of the registration corporation organized under section 2 5 (a ) and of such a security that is no longer held of record additional investments by a m em ber bank in the by 300 persons; and stock of a corporation operating under an agree (iii) to extend the time for filing a registration ment with the Board pursuant to section 25. statem ent by a m em ber State bank. (12 ) To exercise the functions described in subparagraphs (1 5) (i) and (ii) of paragraph ( f ) ; (5) U nder the provisions of section 12(d) of and to exercise the functions described in sub the Securities Exchange A ct (15 U.S.C. 7 8 /( d ) ) , paragraph (15) (iii) of paragraph (f) in those to accelerate the effective date of an application by a m em ber State bank for registration of a cases in which the appropriate F ederal Reserve Bank concludes that, because of unusual consider security on a national securities exchange. (3 ) U n der the provisions of sections 1101-1103 of the Internal Revenue Code (26 U.S.C. 1101 1103), to m ake certifications (prior and final) for Federal tax purposes with respect to distributions pursuant to the Bank Holding Com pany Act. (4) U nd er the provisions of section 4 (c ) (8 ) of the Bank Holding Com pany A ct (12 U.S.C. 1843 ( c ) ( 8 ) ) and § 2 2 2 .4 (a) of this chapter (R egula tion Y ), to issue an order for a hearing to be conducted for the purpose of determ ining w hether a com pany engaged in activities of a financial, fi duciary, or insurance nature falls within the exemption described therein perm itting retention or acquisition of control thereof by a bank holding com pany. 4 DELEGATION OF AUTHORITY § 2 6 5 .2 ations, or for other good cause, it should not take action. (13) U nder the provisions of §§ 2 0 7 .2 (f), 2 2 0 .2 (e ), and 2 2 1 .3 (d ) of this chapter (R egula tions G , T, and U , respectively), to approve issuance of the list of O TC m argin stocks and to add, omit, or remove any stock in circumstances indicating that such change is necessary or appro priate in the public interest. (1 4) U nder the provisions of the seventh para graph of section 25 of the Federal Reserve A ct (12 U.S.C. 6 0 2 ), to require submission of a re port of condition respecting any foreign bank in which a m em ber bank holds stock acquired under the provisions of § 213.4 of this chapter (R egula tion M ). (15 ) U nder the twelfth paragraph of section 13 of the Federal Reserve A ct (39 Stat. 754) and § 203.2 of this chapter (Regulation C ) , to perm it any m em ber bank to accept drafts or bills of exchange draw n upon it for the purpose of fu rn ishing dollar exchange. (16) U nder the provisions of section 4 (b ) of the Federal D eposit Insurance Act (12 U.S.C. 1 8 1 4 (b )), to certify to the F ederal D eposit In surance C orporation that, with respect to the admission of a State-chartered bank to Federal Reserve membership, the factors specified in sec tion 6 of that Act (12 U.S.C. 1816) were con sidered. (17 ) U nder section 1 8 ( c ) (4 ) of the Federal Deposit Insurance A ct (12 U.S.C. 1 8 4 8 ( c ) ( 4 ) ) , to furnish to the Com ptroller of the Currency and the Federal Deposit Insurance Corporation re ports on competitive factors involved in a bank m erger required to be approved by one of those agencies if the appropriate departm ents or divi sions of the appropriate Federal Reserve Bank and the Board of G overnors are in unanim ous agreement that the proposed m erger would have no adverse com petitive effects and if no member of the Board has indicated an objection prior to the forw arding of the report to the appropriate agency. (d) The Director of the Division of Federal Reserve Bank Operations (or, in his absence, the Acting D irector) is authorized: (1 ) U n d er the provisions of the sixteenth p ara graph of section 4 of the F ederal Reserve A ct (12 U.S.C. 3 0 4 ), to classify m em ber banks for the purposes of electing Federal Reserve Bank class A and class B directors, giving consideration to 5 (i) the statutory requirem ent that each of the three groups shall consist as nearly as may be of banks of similar capitalization and (ii) the desira bility that every m em ber bank have the opportu nity to vote for a class A or a class B director at least once every three years. (2 ) U nder the provisions of the third para graph of section 16 of the Federal Reserve Act (12 U.S.C. 4 1 3 ), to apportion credit am ong the Reserve Banks for unfit notes that are destroyed, giving consideration to the net num ber of notes of each denom ination that were issued by each Re serve Bank during the preceding calendar year. (3 ) U nder the provisions of section 19(b) of the Federal Reserve A ct (12 U.S.C. 461) and § 204.2(a)(2) of this chapter (Regulation D), to perm it a m em ber bank in a reserve city to m ain tain reserves at the ratios prescribed for banks not in reserve cities, provided such bank holds dem and deposits of not m ore than $25 million, or, dem and deposits less than the am ount of dem and deposits of the largest bank in the city that is per mitted to maintain reserves at such low er ratio, whichever is larger, giving consideration to fac tors such as the am ount of the b an k’s resources, total deposits, dem and deposits, dem and deposits owing to banks, types of depositors and borrow ers, turnover of dem and deposits, geographical location within the city, and competitive position with relation to other banks in the city. (4 ) U nder the provisions of §§ 2 1 6 .5 (b ), 2 1 6 .5 (d ), and 216.6 of this chapter (Regulation P ) , with respect to Federal Reserve Banks and branches: (i) to require reports on security de vices; (ii) to require special reports; and (iii) to determine, in view of the provisions of §§ 216.3 and 216.4, w hether security devices and proce dures are deficient in meeting the requirem ents of P art 216, to determ ine w hether such requirem ents should be varied in the circumstances o f a particu lar banking office, and to require corrective action. (e) The Director of the Division of Personnel Administration (or, in his absence, the Acting D i rector) is authorized, under the provisions of the twenty-first paragraph of section 4 of the Federal Reserve A ct (12 U.S.C. 3 0 6 ), to approve the ap pointm ent of assistant F ederal Reserve agents (in cluding representatives and alternate representa tives of such agents). (f) Each Federal Reserve Bank is authorized, as to m em ber banks or other indicated organiza tions headquartered in its district: DELEGATION OF AUTHORITY § 2 6 5 .2 (1 ) U nder the provisions of the third p aragraph of section 9 of the Federal Reserve Act (12 U.S.C. 3 2 1 ), section 5155 of the Revised Statutes (12 U.S.C. 3 6 ), and § 208.8 of this chapter (R eg ulation H ) , to approve the establishm ent by a State m em ber bank of a domestic branch if the proposed branch has been approved by the ap propriate State authority and if the Reserve Bank is satisfied that approval is w arranted after giving consideration to: (1) the bank’s capitalization in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibili ties, including the volume of its risk assets and of its marginal and inferior quality assets, all con sidered in relation to the strength of its m anage ment; (ii) the ability of bank’s m anagem ent to cope successfully with existing or foreseeable problems, and to staff the proposed branch w ithout any significant deterioration in the overall m anage m ent situation; (iii) the convenience and needs of the com m unity; (iv) the com petitive situation (either actual or p o te n tia l); (v) the prospects for profitable operations of the proposed branch within a reasonable time, and the ability of the bank to sustain the operational losses of the proposed branch until it becomes profitable; and (vi) the reasonableness of b an k’s investment in bank premises after the expenditure for the pro posed branch. (2) U nder the provisions of the sixth paragraph of section 9 of the Federal Reserve A ct (12 U.S.C. 324) and the provisions of section 5199 of the Revised Statutes (12 U.S.C. 6 0 ), to perm it a State m em ber bank to declare dividends in excess of net profits for the calendar year com bined with the retained net profits of the preceding two years, less any required transfers to surplus or a fund for the retirem ent of any preferred stock, if the R e serve Bank is satisfied th at approval is w arranted after giving consideration tp: (i) the bank’s capitalization in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibili ties, including the volum e of its risk assets and of its m arginal and inferior quality assets, all con sidered in relation to the strength of its m anage m ent; and 6 (ii) the bank’s capitalization after paym ent of the proposed dividend. (3 ) U nder the provisions of the tenth p ara graph of section 9 o f the Federal Reserve A ct (12 U.S.C. 3 28), to waive six m onths’ notice by a bank of its intention to w ithdraw from F ederal Reserve membership. (4) U nder the provisions of the eleventh p ara graph of section 9 of the F ederal Reserve A ct (12 U.S.C. 3 29 ), to perm it a State m em ber bank to reduce its capital stock if its capitalization thereafter will b e : (i) in conform ity with the requirem ents of F ed eral 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 and of its m arginal and inferior quality assets, all considered in relation to the strength of its m anagem ent. (5) U nder the provisions of the seventeenth paragraph of section 9 of the F ederal Reserve Act (12 U.S.C. 3 3 4 ), to extend the time, fo r good cause shown, within which an affiliate of a State m em ber bank must file reports. (6) U nder the provisions of the seventh p ara graph of section 13 of the Federal Reserve A ct (12 U.S.C. 3 72 ), to perm it a m em ber bank to accept commercial drafts in an aggregate am ount at any one time up to 100 per cent of its capital and surplus. (7) U nder the provisions of section 24A of the Federal Reserve Act (12 U.S.C. 3 7 1d), to perm it a State m em ber bank to invest in bank premises in an am ount in excess of its capital stock, if the Reserve Bank is satisfied th at approval is w ar ranted after giving consideration to: (i) the bank ’s capitalization in relation to the character and condition of its assets and to its deposit liabilities and other corporate responsibili ties, including the volum e of its risk assets and of its marginal and inferior quality assets, all con sidered in relation to the strength of its m anage ment: A n d provided, T hat (ii) upon com pletion of the proposed invest m ent, the ban k ’s aggregate investm ent (direct and indirect) in bank premises plus the indebtedness of any wholly-owned bank premises subsidiary will not exceed 40 per cent of its total capital funds (including capital notes and debentures) plus reserves other than valuation reserves. (8) U nder the provisions of the ninth p ara DELEGATION OF AUTHORITY § 2 6 5 .3 lation H ), for good cause shown, to extend the time for publication of reports of condition, such extensions not ordinarily to be for m ore than 10 days except in very unusual circum stances beyond control of the reporting bank. (17) U nd er the provisions of § 2 0 7 .1(b) of this chapter (Regulation G ) , to approve applications for term ination of registration by persons who are registered pursuant to § 2 0 7 .1 (a ). (18) U nder the provisions of the second p ara graph of section 2 5 (a ) of the Federal Reserve A ct (12 U.S.C. 612) and § 211.3 of this chapter (Regulation K ), to approve am endm ents to the Articles of A ssociation of any “Edge A ct” corpo ration to reflect the following: (i) any increase in the capital stock of such corporation w here all additional shares are to be acquired by existing shareholders; (ii) any change in the location of the hom e office of such corporation within the city where such corporation is presently located; and (iii) any change in the num ber of members of the Board of D irectors of such corporation. (g) The Director of the Division of Internation al Finance (or, in his absence, the Acting D irec tor) is authorized, under the provisions of the sixth paragraph of section 14 of the F ederal R e serve Act (12 U.S.C. 358) to approve the estab lishment of foreign accounts with the Federal Reserve Bank of N ew York. graph of section 2 5 (a ) of the Federal Reserve A ct (12 U.S.C. 6 1 5 ), to extend the tim e in which an “Edge A ct” corporation m ust divest itself of stock acquired in satisfaction of a debt previously contracted. (9) U nd er the provisions of the twenty-second p aragraph of section 2 5 (a ) of the F ederal Reserve A ct (12 U.S.C. 6 2 8 ), to extend the period of cor porate existence of an “Edge A ct” corporation. (10) U nder the provisions of section 5 (a ) of the Bank Holding Com pany A ct (12 U.S.C. 1 8 4 4 ( a ) ), to extend the time within w hich a bank holding com pany m ust file a registration statement. (11 ) U n der the provisions of section 4 (a ) of the Bank Holding Com pany A ct (12 U.S.C. 1 8 4 3 ( a ) ), to extend the tim e within w hich a bank holding com pany m ust divest itself of interests in nonbanking organizations. (1 2) U nd er the provisions of section 4 ( c ) ( 2 ) of the Bank Holding Com pany A ct (12 U.S.C. 1 8 4 3 ( c ) ), to extend the time within which a bank holding com pany m ust divest itself of interests in a nonbanking organization acquired in satisfaction of a debt previously contracted. (13) U nd er the provisions of section 5 (c) of the Bank Holding Com pany A ct (12 U.S.C. 1 8 4 4 (c )), to require reports under oath to deter mine w hether a com pany is complying with the provisions of such A ct and the B oard’s regulations prom ulgated thereunder. (14) U nder the provisions of § 208.10(c) of this chapter (Regulation H ) , to extend the time w ithin w hich a m em ber bank that has given notice of intention to w ithdraw from membership m ust surrender its Federal Reserve Bank stock and its certificate of membership. (15 ) U nder the provisions of § § 2 1 6 .5 (b ), 2 1 6 .5 (d ), and 216.6 of this chapter (R egulation P ) , with respect to State m em ber banks only: (i) to require reports on security devices; (ii) to re quire special reports; and (iii) to determ ine, in view of the provisions of §§ 216.3 and 216.4, w hether security devices and procedures are defi cient in meeting the requirem ents of P art 216, to determ ine w hether such requirem ents should be varied in the circumstances of a particular banking office, and to require corrective action. (1 6) U nder § 2 0 8 .9 (a) of this chapter (R egu S EC T IO N 265.3— R E V IE W O F A C T IO N AT D ELEG A TED LEVEL A ny action taken at a delegated level shall be subject to review by the Board only if such review is requested by a m em ber of the Board either on his own initiative or on the basis of a petition for review by any person claiming to be adversely affected by the action. A ny such petition for re view must be received by the Secretary of the Board not later than the fifth day after the date of such action. N otice of any such review shall be given to the person with respect to w hom such action was taken and be received by such person not later than the close of the tenth day follow ing the date of such action. U pon receipt of such notice, such person shall not proceed further in reliance upon such action until he is notified of the outcom e of review thereof by the Board. 7