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FEDERAL RESERVE BANK
OF NEW YORK

[

Circular No. 10519 ~|
March 6, 1992

Nomination of Class B Director
For Term of Office Ending December 31, 1994
To the M em ber B anks o f the Second Federal Reserve D istrict:

An election o f a Class B director of this Bank will be held under the provisions of section 4
of the Federal Reserve Act, as am ended, to choose a successor to R i c h a r d L. G e l b , Chairm an
and C hief Executive Officer, Bristol-M yers Squibb Company, New York, N.Y., whose term as a
Class B director expired D ecem ber 31, 1991.
Mr. Gelb was elected by member banks in Group 1 and his successor will be chosen by this
group. M em ber banks in Groups 2 and 3 will not participate in this election.
The classification of m em ber banks for the purposes o f nom ination and election of Class A
and B directors of the Federal Reserve Bank of New York is as follows:
Group 1 consists of banks with capital and surplus of more than $400,000,000;
Group 2, of banks with capital and surplus of $30,000,000 to $400,000,000, inclusive; and
Group 3, of banks with capital and surplus of less than $30,000,000.
For the purposes of this election, a m em ber bank’s classification will be determ ined by its capital
and surplus as of the date of this circular, even though its capital and surplus may change before
the polls close. The banks com prising Group 1 are listed on page 3.
Except in the case of any m em ber banks that are subsidiaries o f the same bank holding com ­
pany,* each m em ber bank in Group 1 is perm itted to nom inate one candidate for Class B
* 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.”
Pursuant to the foregoing provision, a nomination by any bank that is a subsidiary of a bank holding company
having other subsidiaries in the same voting group cannot be accepted unless there is on file with this Bank evidence
that such bank has been so designated. Accordingly, banks affected by the foregoing provision of the law are re­
quested to take prompt action to have the appropriate bank holding company designate, if it has not already des­
ignated, one of such banks to participate in this nomination and election.
If such bank holding company does not have on file with this Bank an appropriate resolution either perma­
nently designating one of such banks to participate in nominations or elections of this Bank’s directors or setting
forth the authority under which such designations will be made from time to time, such bank holding company
may wish to file such resolution with this Bank. A form of resolution authorizing officers of a bank holding company
to make such designations is enclosed for such bank holding companies.







10519
director, t The nom inations should be m ade by resolutions of the boards of directors o f the nom ­
inating banks (or by resolutions of the banks’ executive com m ittees, if such com m ittees are em pow­
ered to take such action), and certified copies of such resolutions should be sent to this Bank so
as to reach this Bank on or before 3 p.m. on Friday, M arch 27, 1992. The enclosed printed forms
show the appropriate form of resolution, and one executed copy o f the form should be returned to
this Bank.
On M arch 30, 1992, copies of the list of candidates (indicating by whom nom inated) and pref­
erential ballots will be mailed to the banks in Group 1. The law provides that the ballot shall be
cast within 15 days after receipt o f this list. The polls will open at 10 a.m ., Tuesday, M arch 31,
1992, and will close at 12 noon on Wednesday, April 15, 1992. Upon the closing of the polls, the
ballot box will be opened in the board room of this Bank, the votes counted and checked by tellers,
and the result o f the election announced. The candidates may, if they so desire, be present or repre­
sented on that occasion.
In order to be counted as valid, the ballot m ust be executed by an officer authorized to cast
the vote and m ust be received by this Bank at or before the tim e thus fixed for the closing o f the
polls (i.e., at or before 12 noon on Wednesday, A pril 15, 1992). The officers heretofore designated
for this purpose by each bank in Group 1 are shown on the list on page 3. Any Group 1 bank that
desires to change its authorization should do so by resolution o f its board o f directors; a certified
copy o f such resolution m ust reach this Bank before the polls close. A form for this purpose is also
enclosed.
Because banks in Groups 2 and 3 will not participate in this election, this circular is sent to
them without fo rm s and fo r their information only.
E l l e n V. F u t t e r ,

Chairm an o f the Board.

f Section 4 of the Federal Reserve Act, as amended, reads in part as follows:
“Class B shall consist of three members, who shall represent the public and shall be elected without dis­
crimination on the basis of race, creed, color, sex, or national origin, and with due but not exclusive con­
sideration 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 it is inappropriate, as a general rule, for
directors of Federal Reserve Banks 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, to act as members of political party committees, or to serve as officers
or directors of political action committees or as members of the governing bodies of such committees. The System’s policy is to avoid
any situations that might give the appearance of associating the Reserve Banks with political activities.]

2

10519 Election of Class B Director
For Term of Office Ending December 31, 1994

List of the 15 Member Banks in Group 1
(Group 1 consists o f m em ber banks with capital and surplus
o f more than $400,000,000, on M arch 6, 1992.)

NEW JERSEY
Place

Name of Bank or Trust Company

Officers Authorized to Cast Vote

Jersey City

National Westminster Bank, N J ...................................................... President, any Vice President, Cashier, or Secretary

Newark

First Fidelity Bank, National Association, New Jersey-------------

----------------------------------------------------------------

Midlantic National Bank.................................................................

President, any Vice President, or Cashier

NEW YORK

Albany

Key Bank of New York National Association................................. President, any Vice President, or Cashier

Buffalo

Marine Midland Bank, N.A............................................................. Chairman of the Board, President, or Secretary

New York City

The Bank of New York....................................................................




Chairman of the Board, President, Senior Executive Vice
President, or any Executive Vice President

Bankers Trust Company.................................................................. Chairman of the Board, Vice Chairman, any Executive
Vice President, any Managing Director, any Senior Vice
President, or Secretary
The Chase Manhattan Bank (National Association)...................... Chairman of the Board, President, Vice Chairman of the
Board, any Vice President, or Secretary
Chemical B ank...............................................................................

Chairman of the Board, President, any Vice Chairman, or
Secretary

Citibank, N.A..................................................................................

Chairman of the Board, Chairman of the Executive
Committee, any Vice Chairman, President, any
Executive Vice President, any Senior Vice President,
any Vice President, or Cashier

European American Bank .............................................................

Chairman of the Board, President, any Vice Chairman, or
any Executive Vice President

Manufacturers Hanover Trust Company ........................................ Chairman of the Board, President, or any Vice President
Morgan Guaranty Trust Company of New York............................ Chairman of the Board, a Vice Chairman, President, any
Vice President, Cashier, or Secretary
National Westminster Bank USA.................................................... Chairman or any Vice Chairman of the Board, President,
any Vice President, or Cashier.
Republic National Bank of New Y ork............................................ Chairman of the Board, President, any Vice President, or
Cashier

3




10519
DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK
Elected by
Banks in
Group

Name and Occupation

Class

Term
Expires
Dec. 31

1

Thom as G . Labrecque
C hairm an and C hief Executive Officer
The Chase M anhattan Bank (National Association)
New York, N.Y.

A

1994

2

Victor J. Riley, Jr.
C hairm an, President, and C hief Executive Officer
KeyCorp
Albany, N .Y

A

1992

3

Barbara Harding
C hairm an and C hief Executive Officer
The Phillipsburg National Bank and Trust Company
Phillipsburg, N.J.

A

1993

1

(Va c a n c y )

B

1994

2

John A. Georges
C hairm an and C hief Executive Officer
International Paper
Purchase, N.Y.

B

1992

3

Rand V. Araskog
C hairm an and C hief Executive Officer
IT T Corporation
New York, N.Y.

B

1993

Ellen V. Futter (Chairman)
President
Barnard College
New York, N.Y.

C

1993

M aurice R. Greenberg (Deputy Chairman)
C hairm an and C hief Executive Officer
A m erican International Group, Inc.
New York, N.Y.

C

1994

C yrus R. Vance
Presiding Partner
Sim pson Thacher & Bartlett
New York, N.Y.

C

1992

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1 0519
Nomination for Class B Director
of Federal Reserve Bank of New York
For Term of Office Ending December 31, 1994

D is t r ic t N o . 2

G

roup

No.

i

At a meeting of the Board of Directors of the ................................................................................
(Name of Bank)

o f ...................................................................................(or of the Executive Committee of such Board)
(City or Town and State)

duly called and held on th e...............day o f ......................................................................................1992,
on motion duly made and seconded, it was

“RESOLVED, T h a t...............................................................................................................................
of ............................................................................................................................... . whose occupation is

be, and is hereby, nominated by this bank as a candidate for class B director of the Federal Reserve
Bank of New York for the term ending December 31, 1994, and the secretary or other officer of this
bank is hereby authorized, empowered, and directed to send a certified copy of this resolution to the
Chairman of the Board of Directors of the Federal Reserve Bank of New York.”
I hereby certify that the foregoing is a true and correct copy of a resolution of the Board of Directors
of this bank, or of its Executive Committee, duly adopted on the date specified.
I also certify that if the foregoing resolution was adopted by the Executive Committee of this bank’s
Board of Directors, such Executive Committee is empowered to so act.

(S e a l

of

Bank)

(Official signature)

(Title)

To MS. ELLEN V. FUTTER,




C h a ir m a n

of the

B oard

of

D ir e c t o r s ,

F ed era l R eserve B a nk

of

N ew York.

10519FEDERAL RESERVE BANK
OF NEW YORK

March 6, 1992

To the Chief Executive
Officer of the Bank Addressed:
The enclosed circular invites nominations for this Bank's
election of a Class B director. Member banks in Group 1, i.e.,
those with capital and surplus of more than $400,000,000, are
eligible to participate in this election; a current list of Group
1 banks is contained on page 3 of the circular.
If your bank is in Group 1, and thus eligible to
participate, the nomination form, and other related forms, are
being mailed to your Corporate Secretary under separate cover.
Please note that, in order for your bank to participate in the
nomination process, we must be properly notified fas specified in
the circular) of action by your board of directors, or executive
committee, before the close of the nomination period (3 p.m.,
MaTch_2_71. Please also note in the circular the restrictions on
participation by subsidiaries of multibank holding companies; if
you have questions about the appropriate authorization procedures
in those cases, please call Ed Rooney (212-720-5212).
If your bank is not in Group 1, it is not eligible to
participate in this election. In that case, this circular is
being sent to you for your information only.




Circulars Division

10519
FEDERAL RESERVE BANK
OF NEW YORK

Designation of Officers Authorized to Cast Vote of Member Bank in
Elections of Directors of Federal Reserve Bank of New York

D istr ict N o. 2

A t a m eeting of the Board of D irectors of the

(Name and Location of Bank)

duly called and held on the.........................day of...................................... , 19............ , on motion
duly made and seconded, it was
“ R ESO LV ED , T hat the president, any vice president, or the cashier of this bank, or

(I f designation of some officer not included in those mentioned is desired, insert his t i t l e o n ly here)

of this bank, be and any one of them is hereby authorized, empowered and directed to cast
the vote of this bank for class A and class B directors of the F ederal Reserve B ank of New
York, in accordance w ith the provisions of section 4 of the F ederal Reserve Act, as amended.
“ R ESO LV ED F U R T H E R , T hat the authority hereby granted shall continue in force
u n til revoked by the B oard of D irectors of this bank and th a t such authority heretofore
conferred on any officer of this bank is hereby revoked.” I
I hereby certify th a t the foregoing is a tru e and correct copy of a resolution of the
B oard of D irectors of this bank, duly adopted on the date specified.
D ated the.................... day of..................................................., 19.................

(Official signature)
( S e a l of B a n k )
(T itle)

To C h a ir m a n




of t h e

B oard of D irecto rs ,

F ed er al R eserv e B a n k of N e w Y o r k .




10519’
A uthorization fo r Officers o f Bank H olding Com pany
T o D esignate Subsidiary M ember Bank to Participate in
E lections o f D irectors o f Federal R eserve Bank o f New York

D istr ict N o. 2

A t a m eeting of the B oard of D irectors (or of its Executive Committee) of the

(Name and Location of Bank Holding Company)

duly called and held on t h e .....................day o f ......................................... , 19............ , on motion
duly made and seconded, it was
“ R ESO LV ED , th a t t h e ................................. .......... ............................. .............................. _ .........
(Title (s) of designated officer(s))

of this bank holding company be and (any one of them ) is hereby authorized to designate
on behalf of the company from time to time one subsidiary bank to participate in the
nomination and election of directors of the Federal Reserve Bank of New Y ork; P rovided,
That such subsidiary bank is a member of the Federal Reserve System and is not otherwise
disqualified from participating in such elections.
“ R ESO LV ED F U R T H E R , T h at the authority hereby-granted shall continue in force
un til revoked by the Board of D irectors of this bank holding company and th a t such
authority heretofore conferred on any officer of this bank holding company is hereby
revoked. ’’
I hereby certify th at the foregoing is a tru e and correct copy of a resolution of the
Board of D irectors of this bank holding company, or of its Executive Committee, duly
adopted on the date specified.
I also certify th a t if the foregoing resolution was adopted by the Executive Committee
of this com pany’s Board of Directors, such Executive Committee is empowered to so act.
D ated t h e ......... .........day o f .................................................. , 19..................

(Official signature)
( S eal of B a n k H olding C o m p a n y )

(T itle)

To C h a ir m a n

of t h e

B oard of D irecto rs ,

F ederal R eserv e B a n k o f N e w Y o r k .

COMMITTEE ON RECOMMENDATION OF CANDIDATES FOR
DIRECTORS OF THE FEDERAL RESERVE BANK OF NEW YORK
.

aw

March 6, 1992

Recommendation of Candidate in Election of
Class B Director of the Federal Reserve Bank of New York

To All Member Banks in the
Second Federal Reserve District:

The Federal Reserve Bank of New York will hold an election of a class B director, for the term ending December
31,1994, to succeed Richard L. Gelb. Member banks in Group 1 — that is, member banks with capital and surplus
of more than $400,000,000 — will participate in this election.
The committee, appointed by the bankers associations of New York, New Jersey, and Connecticut to make rec­
ommendations to member banks of candidates for directors of the Federal Reserve Bank of New York, and to inform
member banks of the qualifications of these candidates, recommends for nomination by Group 1 banks the following
individual, who has consented to serve if elected:
For Class B D irecto r
ROBERT E. ALLEN

Chairman and Chief Executive Officer
AT&T, New York, N.Y.
Robert E. Allen was born on January 25, 1935 in Joplin, Missouri. He received a Bachelor of Arts degree from
Wabash College in 1957 and attended the Harvard Business School’s Program for Management Development in
1965.
Mr. Allen began his career at Indiana Bell Telephone Co. in 1957, advancing to Vice President, Secretary and
Treasurer in 1972. After serving in executive positions at Bell of Pennsylvania, Illinois Bell, and the Chesapeake and
Potomac Telephone Companies, he was named Executive Vice President and Chief Financial Officer of AT&T in 1983,
Chairman and Chief Executive Officer of AT&T Information Systems in 1985, President and Chief Operating Officer
of AT&T in 1986, and Chairman and Chief Executive Officer of AT&T in April 1988.
Among his many business and civic activities, Mr. Allen is a director of Bristol-Myers Squibb Co., PepsiCo, and
New American Schools Development Corp.; a member of the Board of Governors of the United Way of America;
a trustee of Wabash College; and a member of The Conference Board, The Business Roundtable, The Business
Council, and the U.S.-Japan Business Council.
ALLAN R. GRIFFITH, Committee Chairman
President, The Bank of New York
New York, New York
ROBERT G. COX
President and Chief Executive Officer
The Summit Trust Co.
Summit, New Jersey
ALBERT J. JULIANO
Director, Orange County Trust Company
Middletown, New York




JOHN B. ROBINSON, JR.
Executive Vice President
Fleet/Norstar Financial Group
Albany, New York
RONALD A. SABIA
Vice President, First National Bank of Stamford
Stamford, Connecticut
T. JOSEPH SEMROD
Chairman, United Jersey Bank
Hackensack, New Jersey

? ?