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Federal Reserve Bank of Dallas Da l l a s , T exas 7 5 2 6 5 -5 9 0 6 Notice 96-39 April 23,1996 SPECIAL ELECTION OF 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 Peyton Yates. Mr. Yates resigned as a Class B Director effective April 12,1996, to pursue other interests. His successor will be elected to fill the unexpired portion of a three-year term ending December 31,1997. Mr. Yates was elected by the 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 comprising 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 com pany* 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 May 24,1996. Aform and return envelope forthis purpose are enclosed. On June 5, 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 June 12, and close at 2 p.m. on June 27. 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. The officers so authorized by their bank are listed on the following pages. The authority conferred on these officers continues until revoked; they need not be redesignated. Each member bank which 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, that official signature should be filed before the polls close. *Section 4 of the Federal Reserve Act, as amended, 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. This publication was digitized and made available by the Federal Reserve Bank of Dallas' Historical Library (FedHistory@dal.frb.org) 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 yours, Chairman of the Board Enclosures (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 stdte, territory, county, district, political subdivision, or municipality thereof, or to act as members of political party committees.” GROUP 1 Consists of all m em ber banks having capital and surplus of $ 1 0 ,0 0 0 ,0 0 0 and over. Banks in this group elect one Class B Director. LOUISIANA Location Minden Name of Bank or Trust Company Officers Authorized to Cast Vote Minden Bank & Trust C om pany.................................. ................... Central B an k..................................................................... President Monroe Shreveport Commercial National Bank in Shreveport................. .................... Chairman, President, Vice President, Cashier NEW MEXICO Location Las Cruces Name of Bank or Trust Company First National Bank of Dona Ana C ou nty................................. Officers Authorized to Cast Vote President, Vice President, Cashier TEXAS Location Name of Bank or Trust Company Officers Authorized to Cast Vote Abilene First National Bank of A b ile n e .................................................. Amarillo Amarillo National B a n k ............................................................... Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Amarillo Boatmen’s First National Bank of A m arillo ............................ President, Cashier Amarillo First Bank Southwest, N.A.......................................................... Bay City Norwest Bank Texas, Bay City, N .A ......................................... President Chairman, President, Vice President, Cashier Bellaire Citizens National Bank of T e x a s ............................................... President Brownsville Dallas The Mercantile Bank, N.A........................................................... Chairman, President, Cashier * Alliance Trust Company, N .A ..................................................... 3 GROUP 1 — Continued TEXAS — Continued Location Dallas Dallas Name of Bank or Trust Company Bank One, Texas, National A ssociation........................................ Fidelity Bank, National Association.................................................. Officers Authorized to Cast Vote Chairman William C. Murphy, Chairman and President; Edward D. Mahon, Executive Vice President; Virginia L. Anderson, Secretary Dallas Dallas NationsBank of Texas, N .A ................................................................ Chairman, President Northern Trust Bank of Texas, N.A.................................................. Dallas Texas Independent B ank................................................................... President President, Chief Executive Officer Dallas U.S. Trust Company of Texas, National Association.................. Chairman, President, Senior Vice President El Paso Bank of the W e s t................................................................................. Chairman El Paso Norwest Bank El Paso, N.A............................................................... El Paso Sun World, N.A ..................................................................................... President * Fort Worth Overton Bank and Trust, National Association............................. President Grand Prairie Riverside National B a n k .................................................................... Vice Chairman, President Grapevine First National Bank of G rapevine..................................................... Chairman, President, Vice President, Cashier Henderson Citizens National B a n k ...................................................................... Cashier Chairman, President, Vice President, Cashier Houston BankTEXAS, National Association................................................. Houston Charter National Bank - Houston..................................................... Houston First Interstate Bank of Texas, N.A .................................................. Houston MetroBank, National Association..................................................... President President, Chairman of the Executive Committee Chairman, President, Vice President, Cashier * Houston Northwest Bank, National Association............................................ Houston Southwest Bank of Texas, N.A......................................................... Chairman, President, Vice President, Cashier Houston Texas Commerce Bank National Association............................... Huntsville First National Bank of Huntsville...................................................... Chairman, President, Vice President, Cashier Chairman, President, Vice President, Cashier Irving Bank of America Texas, N.A.............................................................. Norwest Bank Texas, Kerrville, N .A ................................................. Richard Levy, Vice President Chairman, President, Vice President, Cashier Kerrville Kilgore Kilgore First National B a n k ............................................................... President, Cashier Laredo The Laredo National B an k................................................................ President, Vice President Laredo Union National Bank of T e x a s .......................................................... Chairman, President Longview Longview National B a n k .................................................................... Vice President, Cashier Lubbock Norwest Bank Texas, National Association.................................. President, Vice President, Cashier Lubbock The Plains National Bank of Lubbock............................................. Alan W hite, Chairman; John C. Owens, President; DeW ayne V . Pierce, Senior Lufkin Lufkin National B ank........................................................................... Chairman, President, Vice President McAllen Texas State B a n k ................................................................................ Midland Norwest Bank Texas Midland National Association..................... Chairman, President, Cashier * Midlothian Surety Bank, National Association................................................... Chairman, President, Vice President, Cashier Palestine The First National Bank of P ales tin e.............................................. President, Vice President, Cashier San Angelo Texas Commerce Bank - San Angelo, National Association..... San Antonio Broadway National B a n k ................................................................... President, Cashier Chairman, President, Vice President, Cashier Chairman, President and Chief Executive Officer Executive Vice President San Antonio Caminoreal Bank, N.A ........................................................................ San Antonio The Frost National B an k.................................................................... President, Vice President, Cashier San Antonio Groos Bank, National Association................................................... Chairman, President, Vice President, Cashier Tyler Tyler Bank & Trust, National A ssociation...................................... Victoria First Victoria National B a n k .............................................................. Neil S. West, Chairman Chairman, President, Vice President, Cashier President Waco Norwest Bank Texas, W aco, National Association...................... Weatherford Texas Bank .......................................................................................... President Wichita Falls Norwest Bank Texas, Wichita Falls, National Association........... President, Cashier 4 Directors of the Federal Reserve Bank of Dallas As of April 23,1996 Elected by Banks In Group Class Term Expires Dec. 31 President and Chief Executive Officer, Texas Independent Bank, Dallas, Texas 1 A 1996 Dudley K. Montgomery President and Chief Executive Officer, The Security State Bank of Pecos Pecos, Texas 2 A 1998 Kirk A. McLaughlin............... President and Chief Executive Officer, Security Bank, Ralls, Texas 3 A 1997 1 B 1997 Name Occupation Gayle M. E a rls ..................... VAC AN C Y............................ J. B. Cooper, Jr..................... Farmer, Roscoe, Texas 2 B 1996 Milton C arroll........................ Chairman of the Board and Chief Executive Officer, Instrument Products, Inc., Houston, Texas 3 B 1998 Cece S m ith ........................... Chairman General Partner, Phillips-Smith Specialty Retail Group, Dallas, Texas Appointed by the Board of Governors of the Federal Reserve System C 1997 Roger R. Hemminghaus Deputy Chairman Chairman of the Board, President, and Chief Executive Officer, Diamond Shamrock, Inc., San Antonio, Texas Appointed by the Board of Governors of the Federal Reserve System C 1998 James A. M artin................... Second General Vice President, International Association of Bridge, Structural & Ornamental Iron Workers, Austin, Texas Appointed by the Board of Governors of the Federal Reserve System C 1996 District No. 11 Group No. 1 Certificate of Nomination for Class B Director FEDERAL RESERVE BANK OF DALLAS Chairman, Board o f Directors Federal Reserve Bank o f Dallas A t a meeting o f the Board o f Directors o f the (Name of Bank) of...................... (Q ty or Town) (State) duly called and held on the.................... .......... day o f....................................................................... . 19........ , on motion duly made and seconded it was “ RESOLVED, That ........................................... . of.................................................... . whose occupation is......................... be, and he is hereby nominated as a candidate fo r director o f Class B o f the Federal Reserve Bank of Dallas and the Cashier [o r other authorized officer] is hereby authorized, empowered, and directed to certify his name to the Chairman o f the Board o f Directors o f the Federal Reserve Bank o f Dallas as the nominee o f this bank in accordance with the provisions of Section 4 o f the Federal Reserve A ct.” 1 hereby certify that the foregoing is a true and correct (IM PR IN T SEAL) copy o f a resolution o f the Board o f Directors o f this bank duly adopted on the date specified. Cashier [or other authorized officer]