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Federal Reserve Bank of Dallas Dallas, Texas 75265-5906 Notice 99-68 August 24, 1999 SPECIAL ELECTION CLASS B DIRECTOR NOMINATION PROCEDURES To All Member Banks in the Eleventh Federal Reserve District: A special election will be held under the provisions of Section 4 of the Federal Reserve Act to choose a successor to Robert C. McNair. Mr. McNair resigned as a Class B Director effective June 17, 1999, to pursue other interests. His successor will be elected to fill the unexpired portion of a three-year term ending December 31, 2000. Mr. McNair was elected by banks in Group 1 (consisting of banks having capital and surplus of $10,000,000 and over), and his successor will be chosen by the banks in this group. The banks composing Group 1 are listed on the following pages. The group in which a member bank will be entitled to vote will be determined by its classification as of the date of this letter, even though its capital and surplus may subsequently change prior to the date of the election. Except in the case of any member banks that are subsidiaries of the same bank holding company,* each bank in Group 1 is permitted to nominate one candidate for Class B Director. When several banks are subsidiaries of a bank holding company, the nomination form is being sent only to the bank designated to participate in this election; therefore, banks in Group 1 that will not participate in this election are being sent this notice, without forms, for their information. The nominations must be made by resolution of the Board of Directors, certified to me and received in my office on or before September 24, 1999. A form and return envelope for this purpose are enclosed. On October 6, a list of the candidates (indicating the nominating banks) and a preferential ballot will be mailed to each bank in the voting group. The ballot must be cast within 15 days after receipt. The polls will open at 9 a.m. on October 13 and close at 2 p.m. on October 28. At that time, the ballot box will be opened at this Bank, the votes counted, and the results of the election announced. The candidates are invited to be present or represented on that occasion. In order to be counted, the ballot must be executed by an officer authorized to cast the vote. Officers so authorized are listed on the following pages. The authority conferred on these officers continues until revoked; they need not be redesignated. Each member bank that has not designated an officer or officers for the purpose of signing the ballot, or any bank that desires to change its designation, should do so by resolution of its Board of Directors and certify the designation to me before the polls close. A form for this purpose will be furnished upon request. If the official signature of the officer or officers authorized to cast the ballot has not been filed with this Federal Reserve Bank, such official signature should be filed before the polls close. *Section 4 of the Federal Reserve Act reads in part as follows: “...That whenever any member banks within the same Federal Reserve district are subsidiaries of the same bank holding company within the meaning of the Bank Holding Company Act of 1956, participation in any such nomination or election by such member banks, including such bank holding company if it is also a member bank, shall be confined to one of such banks, which may be designated for the purpose by such holding company.” The Board of Governors of the Federal Reserve System has ruled that a holding company affiliate, having one or more subsidiary banks in each of the three groups into which member banks of a Federal Reserve district are divided for the purpose of electing directors, may designate one such bank in each group to participate in the nomination and election of each Class A Director and each Class B Director chosen by the group of which such bank is a member and such member bank so designated may validly participate in such nomination and election. Accordingly, banks in Group 1 affected by this provision of law are requested to take prompt action to have the appropriate bank holding company designate, if it has not already designated, one of its banks to participate in this election. 1 While the banks in Group 2 (consisting of banks having capital and surplus of over $2,500,000 but under $10,000,000) and Group 3 (consisting of banks having capital and surplus of $2,500,000 and under) will not vote in this election, this notice is sent to them, without forms, for their information. Sincerely, Chairman of the Board Enclosures (2) 2 Information Concerning Eligibility for Class B Directorship of a Federal Reserve Bank Section 4 of the Federal Reserve Act, as amended by the Federal Reserve Reform Act of 1977, contains the following provisions: “Class B shall consist of three members who shall represent the public and shall be elected without discrimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive consideration to the interests of agriculture, commerce, industry, services, labor, and consumers.” “No director of Class B shall be an officer, director, or employee of any bank.” “No Senator or Representative in Congress shall be a member of the Board of Governors of the Federal Reserve System or an officer or a director of a Federal Reserve Bank.” The Board of Governors of the Federal Reserve System has expressed the opinion “…that, to be consistent with the spirit and underlying principles of the Federal Reserve Act, it is inappropriate, as a general rule, for officers and directors of Federal Reserve Banks and Branches to hold partisan political or public office in the service of the United States, or of any state, territory, county, district, political subdivision, or municipality thereof, or to act as members of political party committees.” GROUP 1 Consists of all member banks having capital and surplus of $10,000,000 and over. Banks in this group elect one Class B Director. LOUISIANA Location Minden Name of Bank or Trust Company Minden Bank & Trust Company ................................................. Officers Authorized to Cast Vote President NEW MEXICO Location Las Cruces Name of Bank or Trust Company First Security Bank of Southern New Mexico, National Association ............................................................... Officers Authorized to Cast Vote President, Vice President, Cashier TEXAS Location Abilene Abilene Amarillo Amarillo Amarillo Baytown Bellaire Brenham Dallas Dallas Name of Bank or Trust Company First National Bank of Abilene .................................................... First State Bank, National Association ....................................... Amarillo National Bank ............................................................... First Bank Southwest, N. A. ....................................................... The First National Bank Amarillo ............................................... Citizens Bank and Trust Company of Baytown, Texas .............. Citizens National Bank of Texas ................................................ Texas National Bank .................................................................. Bank of Texas, National Association ......................................... .......................................................................................... .......................................................................................... Bank One, Texas, National Association ..................................... 3 Officers Authorized to Cast Vote Chairman, President, Vice President, Cashier President Chairman, President, Vice President, Cashier President President Chairman President Chairman, President Tom E. Turner, Chairman; C. Thomas Abbott, President; Jane Colesar, Cashier & Sr. Vice President Chairman GROUP 1 — Continued TEXAS Location Dallas Dallas Dallas Dallas Dallas Edinburg El Paso El Paso Garland Granbury Henderson Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Houston Hurst Jacksonville Kilgore La Porte Laredo Livingston Lubbock Lubbock Marble Falls McAllen McAllen Nacogdoches Pharr Plainview Plano Richardson San Angelo San Antonio San Antonio San Antonio San Antonio Temple Victoria Victoria Weatherford Weatherford Name of Bank or Trust Company Inwood National Bank of Dallas ................................................. Northern Trust Bank of Texas N.A. ............................................ Texas Capital Bank, National Association ................................. TIB The Independent BankersBank ........................................... U.S. Trust Company of Texas, National Association ................. First National Bank ..................................................................... Bank of the West ........................................................................ Norwest Bank El Paso, N.A. ...................................................... United Central Bank ................................................................... Community Bank ........................................................................ Citizens National Bank ............................................................... American First National Bank .................................................... Banco Popular, National Association (Texas) ............................ Bank of Tanglewood, National Association ................................ Chase Bank of Texas, National Association .............................. First Bank Texas National Association ...................................... MetroBank, National Association ............................................... Northwest Bank, National Association ....................................... Republic National Bank .............................................................. Southwest Bank of Texas, N.A. ................................................. Texas First National Bank .......................................................... Wells Fargo Bank (Texas), National Association ....................... Woodforest National Bank ......................................................... Surety Bank, National Association ............................................. Austin Bank, Texas National Association .................................. City National Bank of Kilgore ..................................................... Bayshore National Bank of La Porte .......................................... The Laredo National Bank ......................................................... The First National Bank of Livingston ........................................ Plains National Bank .................................................................. .......................................................................................... .......................................................................................... State National Bank of West Texas ........................................... Marble Falls National Bank ........................................................ Inter National Bank .................................................................... Texas State Bank ....................................................................... Commercial Bank of Texas, N.A. ............................................... Lone Star National Bank ............................................................ Hale County State Bank ............................................................. Legacy Bank of Texas ............................................................... Canyon Creek National Bank ..................................................... San Angelo National Bank ......................................................... Broadway National Bank ............................................................ Caminoreal Bank, N.A. .............................................................. The Frost National Bank ............................................................ Norwest Bank Texas, National Association ............................... Extraco Banks, National Association ......................................... Citizens National Bank ............................................................... First Victoria National Bank ........................................................ Texas Bank ................................................................................ Weatherford National Bank ........................................................ 4 Officers Authorized to Cast Vote President President * President, Chief Executive Officer Chairman, President, Senior Vice President Chairman, President, Vice President, Cashier Chairman President President * Cashier President Chairman, President Chairman, President, Executive Vice President Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President President Chairman, President, Vice President, Cashier President Chairman of Executive Committee, President Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier President President President, Vice President Chairman, President, Vice President, Cashier Alan White, Chairman; John C. Owens, President; DeWayne V. Pierce, Senior Executive Vice President Chairman President Chairman, President, Cashier Chairman, President, Cashier President President, Vice President, Cashier Chairman Chairman, President, Vice President, Cashier President * Chairman, President, Vice President, Cashier Chairman, President and Chief Executive Officer President, Vice President, Cashier President, Vice President, Cashier President President Chairman, President, Vice President, Cashier President Vice President and Cashier Directors of the Federal Reserve Bank of Dallas As of August 24, 1999 Name Occupation Elected by Banks in Group Class Term Expires Dec. 31 Gayle M. Earls ...................... President and Chief Executive Officer, TIB The Independent BankersBank, Dallas, Texas 1 A 1999 Dudley K. Montgomery ......... President and Chief Executive Officer, The Security State Bank of Pecos, Pecos, Texas 2 A 2001 Kirk A. McLaughlin ................ .............................................. .............................................. President and Chief Executive Officer, Security Bank, Ralls, Texas 3 A 2000 1 B 2000 VACANCY ............................ Dan Angel ............................. President, Stephen F. Austin State University, Nacogdoches, Texas 2 B 1999 Julie Spicer England ............. Vice President, Texas Instruments, Dallas, Texas 3 B 2001 .............................................. Roger R. Hemminghaus ....... Chairman ........................ .............................................. .............................................. Chairman of the Board, Ultramar Diamond Shamrock Corp., San Antonio, Texas Appointed by the Board of Governors of the Federal Reserve System C 2001 James A. Martin .................... Deputy Chairman ............ .............................................. .............................................. .............................................. Retired Second General Vice President, International Association of Bridge, Structural, Ornamental, and Reinforcing Iron Workers, Austin, Texas Appointed by the Board of Governors of the Federal Reserve System C 1999 H. B. Zachry, Jr. .................... .............................................. .............................................. .............................................. Chairman and Chief Executive Officer, H. B. Zachry Company, San Antonio, Texas Appointed by the Board of Governors of the Federal Reserve System C 2000
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