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(j-(k - h - w i March 31, 1981 To the Addressee: Enclosed is a copy of a revised pamphlet containing the "Rules of Organization", as amended effective December 31, 1980, and the "Rules of Procedure," as amended effective February 1, 1981, of the Board of Governors of the Federal Reserve System. Additional copies of the pamphlet will be furnished upon request. Circulars Division FEDERAL RESERVE BANK OF NEW YORK BOARD OF GOVERNORS of the FEDERAL RESERVE SYSTEM RULES OF O R G A N IZA TIO N As amended effective December 31 , 1980 RULES OF PROCEDURE (12 CFR 262 ) As amended effective February 1, 1981 A n y i n q u ir y re la tin g to this re g u la tio n s h o u ld be a d d r e ss e d to the F ed era l R e s e r v e B a n k o f t h e F e d e r a l R e s e r v e d i s t r i c t in w h i c h t h e i n q u i r y a r i s e s . CONTENTS Page Page RULES OF PROCEDURE RULES OF ORGANIZATION S ec . 1— B asis and S cope S ec . 2 — C omposition (a) (b) and ...................................... L ocation ............... Governors, Chairman, Vice Chairman Location and business hours S ec . 3 — C entral O rganization . .................... ......................... ......................... 3 S e c . 2 6 2 .1 — B asis ..................... 9 3 S e c . 2 6 2 .2 — Procedure for R egu lation s............. 9 (a) Notice ................................................................. 9 3 (b) Public participation........................................ 9 (c) Preparation o f draft and action by (d) Effective dates (e) Exceptions as to notice or effective date (b) O ffic e o f Staff Director for Monetary (c) Office o f Staff Director for Federal Re (d) O ffic e o f S ta ff D irector for M a n ag e ............................................................... (e) Office o f the S ecretary................................. (f) Legal Division 4 ment ................................................ 3 3 Notice o f applications 3 (c) Filing o f applications ................................... 10 4 (d) Analysis by s t a f f ............................................. 11 (e) Subm ission o f comments and requests .................................................. 11 (f) Action on applications ................................. 11 (g) Notice o f action 11 (h) Action at Board’ s initiative (i) G eneral procedures for bank holding (j) Special procedures for certain applica tions ................................................................. 12 (k) (l) Reconsideration of certain Board actions . W aiver................................................................... 13 13 4 4 (i) Division o f Federal Reserve BankOper Division o f Banking Supervision and (k) Division o f Consumer and Community A f f a i r s ............................................................ 5 (l) Division o f P erso n n el................................... 5 (m) Division o f Support S e r v ic e s .................... 5 (n) Office o f the Controller .............................. 5 (o) Division o f Data Processing (p) Other personnel 5 ............................................. 5 Federal Reserve B a n k s ................................. 5 (b) Federal Reserve Agents 6 S e c . 5 — D elegations .............................. A uthority ............... 6 A ppendix ............................................................ 7 M ap 8 of of F ederal R eserve S ystem .... ............................................. S e c . 2 6 2 . 4 — A d ju d ic a t io n H earing ...................... 2 w ith 9 10 11 11 Fo r m a l ...................................................................... S e c . 2 6 2 .5 — A ppearance 5 (a) ................................. company and merger applications . . . 4 .................... ................................. for hearing 4 (j) S ec . 4 — F ield O rganization 9 Forms Division o f Research and Statistics . . . . ................................................................. 9 9 (b) Division o f International Finance R eg u la tio n ..................................................... ...................................... 9 (a) (h) ations ............................................................... ............................................... S e c . 2 6 2 .3 — A pplications 3 (g) .......... B o a r d ............................................................... 3 Office o f Board Members serve Bank Activities .............................. S cope 3 (a) and Financial P o li c y ................................. and Practice 13 ........... 13 S e c . 2 6 2 .6 — Fo r m s ..................................................... 13 and RULES OF O R G A N IZA TIO N As amended effective December 31, 1980 Assistants to the Board assigned to public affairs and Congressional liaison. (b) Office of Staff Director for Monetary and Financial Policy is responsible for preparation of position papers and other documents on monetary policy issues, including issues relating to open mar ket, discount, and reserve requirement policy; per formance of Secretariat functions for the Federal Open Market Committee, coordination of regula tory and statistical issues closely related to mone tary policy; liaison with the trading desk at the Fed eral Reserve Bank of New York in connection with open market operations; liaison with Treasury or other agencies in the domestic financial area; coor dination with the System Account Manager and with the Treasury on foreign exchange market oper ations; Eurodollar and international banking policy issues; coordination of analysis and development of options for Board consideration with regard to for eign exchange policies and the international pay ments mechanism; and appropriate staff coordina tion with other agencies in these areas. The Office also reviews and coordinates statisti cal and regulatory reports required by the Board of banks and bank holding companies; and performs Secretariat functions for the Depository Institutions Deregulation Committee. (c) O ffice of S ta ff D irector for Federal R e serve Bank Activities is responsible for overseeing the Division of Federal Reserve Bank Operations, assisting the Board’s Committee on Federal Re serve Bank Activities, and coordinating the func tions of other Board Divisions that relate to Federal Reserve Bank matters. The responsibilities of this office also include all Reserve Bank director mat ters, coordination of the annual evaluation program for Federal Reserve Banks, the Federal Reserve System’s program for emergency preparedness, and representing the Board in activities pertaining to Bank operational matters in meetings with foreign central banks and other United States Government agencies. (d) Office of Staff Director for Management is responsible for the planning and coordination of staff operations and organization and for resource management, and supervision of the following SECTION 1.— BA SIS AND SCOPE These Rules are issued by the Board of Gover nors of the Federal Reserve System (the “ Board” ) pursuant to the requirement of section 552 of Title 5 of the United States Code that each agency shall publish in the Federal Register a description of its central and field organization. SECTION 2 .-C O M PO SITIO N AND LOCATION (a) G o vern ors, C h airm an , Vice C h airm an. The Board consists of seven members appointed by the President, by and with the advice and consent of the Senate, for fourteen-year terms. The mem bers of the Board are required by law to devote their entire time to the business of the Board. One of them is designated by the President as Chairman and one as Vice Chairman, to serve as such for terms of four years. At meetings, the Chairman presides or, in his absence, the Vice Chairman pre sides. In the absence of the Chairman and Vice Chairman, the member of the Board present with the longest service acts as Chairman. The Chairman of the Board, subject to its supervision, is its active executive officer. The Board meets regularly and frequently to consider matters relating to monetary and credit policies, regulatory and supervisory du ties with which it has been charged by the Con gress, and administrative and other questions aris ing in the conduct of the work of the Board. (b) Location and business hours. The principal offices of the Board are in the Federal Reserve Building, 20th Street and Constitution Avenue, N.W., Washington, D.C. 20551. The Board’s reg ular business hours are from 8:45 a.m. to 5:15 p.m. each weekday except Saturday; but such busi ness hours may be changed from time to time. SECTION 3 .— CENTRA L ORGANIZATION The Board’s central organization consists of the members of the Board and the following Offices, Divisions, and Officials: (a) Office of Board M em bers consists of the members of the Board, A ssistants, and Special 3 § 3 RULES OF ORGANIZATION functions: Board building administration and opera tions, Board budget and accounting activities, data processing, personnel-related activities, Equal Em ployment Opportunity, and contingency planning operations. (e) O ffice of the S e c re ta ry , headed by the Board’s Secretary, coordinates and handles items requiring Board action, including actions under del egated authority; prepares agenda for Board meet ings; implements actions taken at Board meetings; prepares, circulates and indexes minutes of the Board; has responsibility for the Board’s Regula tory Improvement Project; provides liaison at the staff level with the Federal Advisory Council and ad hoc groups of the Reserve Banks; makes ar rangements for individuals and groups visiting the Board; maintains custody of and provides reference service to official records of the Board; handles correspondence and public information requests; se cures passports and visas for official foreign travel of System personnel; and provides relief secretarial and stenographic services. (f) Legal Division, headed by the Board’s Gen eral Counsel, advises the Board in carrying out its statutory and regulatory responsibilities by the prep aration of Board decisions, regulations, rules, in structions and legal interpretations of statutes and regulations administered by the Board, represents the Board in civil litigation and administrative pro ceedings, assists other Divisions in fulfilling their responsibilities in such areas as contracting, fiscal agency activities, Federal Reserve Bank matters, la bor law, personnel, supervisory enforcement mat ters, and prepares testimony or comments on pro posed legislation. (g) Division of Research and Statistics, headed by a Director, provides the Board and the Federal Open Market Committee with the economic anal ysis and information needed for current operations, for the formulation of monetary and credit policies, and for the exercise of responsibilities with regard to bank regulation; prepares, publishes, and inter prets a variety of statistical series in the financial and non-financial fields; conducts basic research re lating to the effects of monetary policy on eco nomic activity and prices, and to the effects of fi nancial regulation on the structure and functioning of financial markets. (h) Division of International Finance, headed by a Director, provides the Board and the Federal Open Market Committee with information and eco nomic analysis on international questions affecting U.S. monetary policy and the exercise of regulatory 4 responsibilities; conducts research in these areas; provides staff work in connection with the supervi sion of foreign operations of the Federal Reserve System , the membership of the Chairman of the Board on the National Advisory Council on Inter national Monetary and Financial Policies, and the role of the Chairman of the Board as U .S. Alter nate Governor to the International Monetary Fund. (i) Division of Federal Reserve Bank O pera tions, headed by a Director, advises and assists the Board with respect to matters concerning the plan ning and programs for operations of the Federal Reserve Banks. It provides an appraisal of Reserve Bank building programs; provides analysis and rec ommendations for Board policy in the payments mechanism area; provides an appraisal of Reserve Bank communication and automation plans and proposals; and maintains liaison with various inter ested parties on payments mechanism matters. The Division is responsible for financial ex aminations and operational reviews of Federal Re serve Bank functions including: protection, fiscal agency, open market, checking processing, data processing, communications, coin and currency, audit, and various staff functions. The Division ad ministers an expense control and budgeting system for collection and analysis of budget and expense data; prescribes accounting principles, standards and related requirements to be followed by the Re serve Banks; and provides certain centralized finan cial accounting services. The Division also main tains liaison with the Treasury and other Government agencies and with various interested parties on matters related to Reserve Bank opera tion within its area of responsibility. The Division also coordinates the printing and distribution of Federal Reserve notes and is jointly responsible with the Bureau of the Mint for the production and distribution of coin. (j) Division of Banking Supervision and Regu lation, headed by a Director, coordinates the bank supervisory functions of the System and evaluates the examination procedures of the Reserve Banks; exercises general supervision of the commercial and fiduciary activities of State member banks; adminis ters the supervisory features of laws and regulations relating to affiliates and bank holding companies, supervises various foreign banking activities of member banks and foreign banking and financing corporations; administers the public disclosure pro visions of the Securities Exchange Act of 1934. as amended, in their application to State member banks, and the provisions of the Act giving respon- RULES OF ORGANIZATION §§ 3-4 sibility to the Board for regulating security credit transactions; administers the pertinent provisions of the Financial Institutions Act of 1966, and amend ments contained in the Financial Institutions Regu latory and Interest Rate Control Act of 1978 in their application to State member banks, bank hold ing companies, nonbank subsidiaries, Edge Act Corporations, foreign banks with domestic opera tions and persons related to such institutions; moni tors the Currency and Foreign Transactions Report ing Act, in its application to State member banks; processes and presents to the Board applications filed pursuant to the Bank Holding Company Act of 1956, as amended, and the Bank Merger Act and various other applications submitted under the provisions of the Federal Reserve Act or related statutes; and advises the Board regarding develop ments in banking and bank supervisory policies and procedures. grounds maintenance; personnel and building secu rity. (n) O ffice o f the C o n tro lle r, headed by the Board’s Controller, is responsible for maintaining an effective internal financial management system, including budgeting, accounting, receiving and dis bursing Board funds, financial reporting, and inter nal auditing and operations reviews. (o) Division of Data Processing, headed by a Director, supports the Board’s organization through the development, operation, and maintenance of in formation processing systems. Activities include systems and mathematical statistical analysis, com puter programming, equipment operation, data and production control, advanced planning and imple mentation of computer systems and communication networks. The Division develops, collects, and processes statistical information on banking devel opments and on the condition of Federal Reserve Banks and member banks; and designs and pro duces graphics used in economic analysis and infor mation presentation. (p) Other personnel. The Board does not em ploy administrative law judges or hearing officers as regular members of its staff; but, in accordance with applicable provisions of law and in individual cases as the need may arise, the Board obtains and utilizes administrative law judges and hearing offi cers, whose functions in such capacity are appropri ately separated, as required by law, from investiga tive and prosecuting functions of the staff. (k) Division of Consumer and Community Af fairs, headed by a Director, implements consumer affairs legislation for which the Board has responsi bility. Its functions include drafting regulations and interpretations pursuant to the Truth in Lending Act (as amended), the Federal Trade Commission Im provements Act, the Equal Credit Opportunity Act (as amended), the Home Mortgage Disclosure Act, the Fair Credit Billing Act, the Consumer Leasing Act and the Electronic Funds Transfer Act, for fi nancial institutions and other firms engaged in con sumer credit and leasing activities. The division also administers, the Board’s consumer complaint handling system, and monitors enforcement activi ties with regard to state member banks. The legisla tion enforced includes the acts already mentioned above as well as the Community Reinvestment, Fair Credit Reporting, Fair Debt Collection Prac tices, Fair Housing, Flood Disaster Protection, and Real Estate Settlement Procedures Acts and Regula tion Q, Interest on Deposits. SECTION 4 .— FIELD ORGANIZATION (a) Federal Reserve Banks. The United States is divided into twelve Federal Reserve districts. In one city in each Federal Reserve district there is lo cated a Federal Reserve Bank; in ten of the districts there are one or more branches of the Federal Re serve Bank in other cities; and in some districts there are offices or facilities with specialized func tions. Each Federal Reserve Bank is a separate le gal entity, created pursuant to the Federal Reserve Act and operating under the general supervision of the Board. The locations of the twelve Federal Re serve Banks and the twenty-five branches and the boundaries o f the Federal Reserve district and branch territories are shown in the Appendix. Each Federal Reserve Bank, in addition to its other du ties, carries out local functions for the Board pursu ant to instructions of the Board, and in many mat ters acts as the Board’s field representative in the Bank’s district. Each Reserve Bank assists in the regional administration of the Board’s regulations (l) Division of Personnel, headed by a Director, is responsible for the development and implementa tion of Board personnel policies and programs, and advises and assists the Board and the Reserve Banks on personnel matters pertaining to the Fed eral Reserve Banks. (m) Division of Support Services, headed by a Director, is responsible for duplication and distribu tion of Board publications, press releases, speeches and testimony; space management; printing, con tracting, and supply services; communications; food service management; operation and maintenance of electrical and mechanical systems; building and 5 §§ 4-5 RULES OF ORGANIZATION SECTION 5 .— DELEGATIONS OF AUTHORITY and policies, keeps the Board informed of local conditions, and recommends such actions as it thinks appropriate in particular cases. In general, persons concerned with Federal Reserve matters should deal in the first instance with the Federal Reserve Bank of the appropriate district or a branch thereof, and the Board requests all persons to fol low this procedure. (b) Federal Reserve Agents. Each Federal Re serve Bank has nine directors, three of whom are appointed by the Board. One of the directors ap pointed by the Board is designated by the Board as Chairman of the Board of Directors of the Bank and as Federal Reserve Agent. He acts as the Board’s official representative and maintains a local office of the Board on the premises of the Federal Reserve Bank. The Board does not delegate any of its functions relating to rule-making or pertaining principally to monetary or credit policies or involving any ques tions of general policy. However, the Board dele gates certain of its supervisory and other functions prescribed by statute or regulations of the Board to its members or employees or to the Federal Reserve Banks as provided in its Rules Regarding Delega tion of Authority (12 CFR 265). In addition, the Board delegates to the Federal Reserve Banks cer tain functions not provided for by statute or regula tions of the Board, including authority to extend the time within which certain transactions may be consummated. 6 APPENDIX FEDERAL RESERVE BANK ADDRESS BOSTON* 600 Atlantic Avenue, Boston, Massachusetts 02106 NEW YORK* Buffalo Branch 33 Liberty Street (Federal Reserve P.O. Station), New York, New York 10045 160 Delaware Avenue (P.O. Box 961), Buffalo, New York 14240 PHILADELPHIA 100 North Sixth Street (P.O. Box 66), Philadelphia, Pennsylvania 19105 CLEVELAND* Cincinnati Branch Pittsburgh Branch 1455 East Sixth Street (P.O. Box 6387), Cleveland, Ohio 44101 150 East Fourth Street, (P.O. Box 999), Cincinnati, Ohio 45201 717 Grant Street (P.O. Box 867), Pittsburgh, Pennsylvania 15230 RICHMOND* Baltimore Branch Charlotte Branch Culpeper Communications and Records Center 701 East Byrd Street (P.O. Box 27622), Richmond, Virginia 23219 114-120 East Lexington Street (P.O. Box 1378), Baltimore, Maryland 21203 401 South Tryon Street (P.O. Box 30248), Charlotte, North Carolina 28230 ATLANTA Birmingham Branch Jacksonville Branch Miami Branch Nashville Branch New Orleans Branch 104 Marietta Street, N.W., Atlanta, Georgia 30303 (P.O. Box 1731, Atlanta, Georgia 30301) 1801 Fifth Avenue, North (P.O. Box 10447). Birmingham, Alabama 35202 515 Julia Street, Jacksonville, Florida 32231 3770 S.W. 8th Street, Coral Gables, Florida 33178 (P.O. Box 52087, Miami, Florida 33152) 301 Eighth Avenue, North, Nashville, Tennessee 37203 525 St. Charles Avenue (P.O. Box 61630), New Orleans, Louisiana 70161 CHICAGO* Detroit Branch 230 South LaSalle Street (P.O. Box 834), Chicago, Illinois 60690 160 Fort Street, West (P.O. Box 1059), Detroit, Michigan 48231 ST. LOUIS Little Rock Branch Louisville Branch Memphis Branch 411 325 410 200 MINNEAPOLIS Helena Branch 250 Marquette Avenue, Minneapolis, Minnesota 55480 400 North Park Avenue, Helena, Montana 59601 KANSAS CITY Denver Branch Oklahoma City Branch Omaha Branch 925 Grand Avenue, Kansas City, Missouri 64198 1020 16th Street (P.O. Box 5228, Terminal Annex), Denver Colorado 80217 226 Dean A. McGee Ave. (P.O. Box 25129), Oklahoma City, Oklahoma 73125 102 South Seventeenth Street, Omaha, Nebraska 68102 DALLAS El Paso Branch Houston Branch San Antonio Branch 400 South Akard Street (Station K), Dallas, Texas 75222 301 East Main Street (P.O. Box 100), El Paso, Texas 79999 1701 San Jacinto Street (P.O. Box 2578), Houston, Texas 77001 126 East Nueva Street (P.O. Box 1471), San Antonio. Texas 78295 SAN FRANCISCO Los Angeles Branch Portland Branch Salt Lake City Branch Seattle Branch 400 Sansome Street (P.O. Box 7702), San Francisco, California 94120 409 West Olympic Boulevard (P.O. Box 2077), Los Angeles, California 90051 915 S.W. Stark Street (P.O. Box 3436), Portland, Oregon 97208 120 South State Street (P.O. Box 30780), Salt Lake City, Utah 84130 1015 Second Avenue (P.O. Box 3567), Seattle, Washington 98124 P.O. Drawer 20, Culpeper, Virginia 22701 Locust Street (P.O. Box 442), St. Louis, Missouri 63166 West Capitol Avenue (P.O. Box 1261), Little Rock, Arkansas 72203 South Fifth Street (P.O. Box 32710), Louisville, Kentucky 40232 North Main Street (P.O. Box 407), Memphis, Tennessee 38101 * Additional offices of these Banks are located at Lewiston, Maine 04240; Windsor Locks, Connecticut 06096; Cranford. New Jersey 07016: Jericho, New York 11753; Utica at Oriskany, New York 13424; Columbus, Ohio 43216; Columbia. South Carolina 29210; Charleston. West Vir ginia 25311; Des Moines, Iowa 50306; Indianapolis, Indiana 46204; and Milwaukee, Wisconsin 53202. 7 Boundaries o f Federal Reserve Districts and their Branch Territories LEGEND ....- Boundaries of Federal Reserve Districts © Board of Governors of the Federal Reserve System • Federal Reserve Branch Cities ----- Boundaries of Federal Reserve Branch Territories (§) Federal Reserve Bank Cities • Federal Reserve Bank Facility 8 RULES OF PROCEDURE As amended effective February 1, 1981 SECTION 262.1— BA SIS AND SCOPE propriate in the public interest. Any other docu ments that may be necessary to carry out any deci sion by the Board in the matter are usually prepared by the Legal Division, in collaboration with the other divisions of the staff. (d) Effective dates. Any substantive regulation or amendment thereto issued by the Board is pub lished not less than 30 days prior to the effective date thereof, except as specified in paragraph (e) of this section or as otherwise excepted by law. (e) Exceptions as to notice or effective date. In certain situations, notice and public participation with respect to proposed regulations may be im practicable, unnecessary, contrary to the public in terest, or otherwise not required in the public inter est, or there may be reason and good cause in the public interest why the effective date should not be deferred for 30 days. The reason or reasons in such cases usually are that such notice, public participa tion, or deferment of effective date would prevent the action from becoming effective as promptly as necessary in the public interest, would permit spec ulators or others to reap unfair profits or to inter fere with the Board’s actions taken with a view to accommodating commerce and business and with regard to their bearing upon the general credit situ ation of the country, would provoke other conse quences contrary to the public interest, would un reasonably interfere with the Board’ s necessary functions with respect to management or personnel, would not aid the persons affected, or would other wise serve no useful purpose. The following may be mentioned as some examples of situations in which advance notice or deferred effective date, or both, will ordinarily be omitted in the public inter est: The review and determination of discount rates established by Federal Reserve Banks, and changes in general requirements regarding reserves of mem ber banks, maximum interest rates on time and sav ings deposits, or credit for purchasing or carrying securities. This Part is issued pursuant to section 552 of Ti tle 5 of the United States Code, which requires that every agency shall publish in the Federal Register statements of the general course and method by which its functions are channeled and determined, rules of procedure, and descriptions of forms avail able or the places at which forms may be obtained. SECTION 262.2— PROCEDURE FOR REGULATIO NS (a) Notice. Notices of proposed regulations of the Board of Governors of the Federal Reserve Sys tem (the “ Board” ) or amendments thereto are pub lished in the Federal Register, except as specified in paragraph (e) of this section or otherwise ex cepted by law. Such notices include a statement of the terms of the proposed regulations or amend ments and a description of the subjects and issues involved; but the giving of such notices does not necessarily indicate the Board’s final approval of any feature of any such proposal. The notices also include a reference to the authority for the proposed regulations or amendments and a statement of the time, place, and nature of public participation. (b) Public participation. The usual method of public submission of data, views, or arguments is in writing. It is ordinarily preferable that they be sent to the Secretary of the Board, Washington, D.C. 20551, with copies to the appropriate Federal Reserve Bank. The locations of the twelve Federal Reserve Banks and the boundaries of the Federal Reserve districts are shown in the Appendix to the Board’s Rules of Organization. Such material will be made available for inspection and copying upon request, except as provided in § 261.6(a) of this chapter regarding availability of information. (c) Preparation of draft and action by Board. In the light of consideration of all relevant matter presented or ascertained, the appropriate division of the Board’s staff, in collaboration with other divi sions, prepares drafts of proposed regulations or amendments, and the staff submits them to the Board. The Board takes such action as it deems ap SECTION 262.3— APPLICATIONS (a) Form s. Any application, request, or petition (hereafter referred to as “ application” ) for the ap- 9 § 262.3 RULES OF PROCEDURE proval, authority, determination, or permission of the Board with respect to any action for which such approval, authority, determination, or permission is required by law or regulation of the Board (includ ing actions authorized to be taken by a Federal Re serve Bank or others on behalf of the Board pursu ant to authority delegated under Part 265 of this chapter) shall be submitted in accordance with the pertinent form, if any, prescribed by the Board. Copies of any such form and details regarding in formation to be included therein may be obtained from any Federal Reserve Bank. Any application for which no form is prescribed should be signed by the person making the application or by his duly authorized agent, should state the facts involved, the action requested, and the applicant’s interest in the matter, and should indicate the reasons why the application should be granted. Applications for ac cess to, or copying of, records of the Board should be submitted as provided in § 261.4(d) of this chapter. (b) Notice of applications. (1) In the case of ap plications, (i) for membership in the Federal Reserve System where such membership would confer Fed eral deposit insurance on a bank, (ii) by a State member bank for the estab lishment of a domestic branch or other facility that would be authorized to receive deposits, (iii) by a State member bank for the reloca tion of a domestic branch office, (iv) for merger, consolidation, or acquisi tion of assets or assumption of liabilities, if the ac quiring, assuming, or resulting bank is to be a State member bank, (v) to become a bank holding company, and (vi) by a bank holding company to acquire ownership or control of shares or assets of a bank, or to merge or consolidate with any other bank holding company, the applicant shall cause to be published on the sam e day o f each of two consecutive weeks a notice in the form prescribed by the Board. The notice shall be placed in the classified advertising legal notices section of the newspaper, and the first notice may appear no more than ninety calendar days prior to acceptance by the Reserve Bank of the application. The notice must provide an oppor tunity for the public to give written comment on the application to the appropriate Federal Reserve Bank for at least thirty days after the date of publi cation of the first notice. In addition, between pub lication of the first and second notice, the applicant 10 shall submit to the appropriate Reserve Bank for acceptance copies of the application, together with a copy of the notice as it appeared in the newspa per. Such notice shall be published in a newspaper of general circulation in (A) the community in which the head office of the bank is or is to be lo cated in the case of an application for membership that would confer deposit insurance, (B) the com munity or communities in which the head office of the bank and the proposed branch or other facility (other than an electronic funds transfer facility) are located in the case of an application for the estab lishment of a domestic branch or other facility that would be authorized to receive deposits, (C) the community or communities in which the head of fice of the bank, the office to be closed, and the office to be opened are located in the case of an application for the relocation of a domestic branch office, (D) the community or communities in which the head office of each of the banks to be party to the merger, consolidation, or acquisition of assets or assumption of liabilities are located in the case of an application by a bank for merger, consolida tion, or acquisition of assets or assumption of lia bilities, or (E) the community or communities in which the head offices of the largest subsidiary bank, if any, or an applicant and of each bank, shares of which are to be directly or indirectly ac quired, are located in the case of applications under section 3 of the Bank Holding Company Act. (2) In addition to the foregoing notice, an ap plicant, in the case of an application to relocate a domestic branch office or other facility that would be authorized to receive deposits, shall post in a conspicuous public place in the lobby of the office to be closed a notice containing the information specified in section 262.3(b)(1). Such notice should be posted on the date of the first notice required by section 262.3(b)(1). (c) Filin g of a p p lic atio n s. Any application should be sent to the Federal Reserve Bank of the district in which the head office of the parent bank ing organization is located, except as otherwise specified on application forms, and that Bank will forward it to the Board when appropriate; however, in the case of a foreign bank holding company, as defined in section 225.4(g) of this chapter, applica tions shall be sent to the Federal Reserve Bank of the district in which the operations of the organization's subsidiary banks are principally con ducted. In the case of a foreign banking organiza tion that is not a bank holding company but that has one or more branches, agencies, or commercial RULES OF PROCEDURE lending companies in any State of the United States or the District of Columbia, applications shall be sent to the Federal Reserve Bank of the district in which the organization's banking assets are the largest. Applications of a member bank subsidiary, however, should be filed with the Reserve Bank of the district in which the member bank is located. (d) Analysis by staff. In every case, the Reserve Bank makes such investigation as may be neces sary, and, except when acting pursuant to delegated authority, reports the relevant facts, with its recom mendation, to the Board. In the light of consider ation of all relevant matter presented or ascertained, the Board’s staff prepares and submits to the Board comments on the subject. (e) Submission of comments and requests for hearing. The Board will consider a comment or re quest for hearing with respect to an application only if it is in writing and is sent to the Secretary of the Board or the appropriate Federal Reserve Bank on or before the date prescribed in the Fed eral Register notice with respect to applications filed under sections 3 or 4 of the Bank Holding Company Act or, in the case of other applications, the date specified in the newspaper notice with re spect to such applications, or where no such date is prescribed, on or before the thirtieth day after the date such notice is first published. Similarly, the Board will consider comments on an application from the Attorney General or a banking supervisory authority to which notification of receipt of an ap plication has been given, only if such comment is received by the Secretary of the Board within thirty days of the date of the letter giving such notifica tion. Any comment on an application that requests a hearing must include a statement of why a written presentation would not suffice in lieu of a hearing, identifying specifically any questions of fact that are in dispute and summarizing the evidence that would be presented at a hearing. In every case where a timely comment or request for hearing is received as provided herein, a copy of such com ment or request shall be forwarded promptly to the applicant for its response. The Board will consider the applicant’s response only if it is in writing and sent to the Secretary of the Board on or before the tenth day after the date of the letter by which it is forwarded to the applicant. At the same time it transmits its response to the Board, the applicant should transmit a copy of its response to the person or supervisory authority making such comment or requesting a hearing. Notwithstanding the forego ing, the Board may, in its sole discretion and with § 262.3 out notifying the parties, take into consideration the substance of comments with respect to an applica tion, (but not requests for hearing) that are not re ceived within the time periods provided herein. (f) Action on app licatio n s. The Board takes such action as it deems appropriate in the public in terest. Such documents as may be necessary to carry out any decision by the Board are prepared by the Board’s staff. With respect to actions taken by a Federal Reserve Bank on behalf of the Board under delegated authority, statements and necessary documents are prepared by the staff of such Federal Reserve Bank. (g) Notice of action. Prompt notice is given to the applicant of the granting or denial in whole or in part of any application. In the case of a denial, except in affirming a prior denial or where the de nial is self-explanatory, such notice is accompanied by a simple statement of the grounds for such ac tion. (h) A ction at B o a r d ’ s in itiative. When the Board, without receiving an application, takes ac tion with respect to any matter as to which oppor tunity for hearing is not required by statute or Board regulation, similar procedure is followed, in cluding investigations, reports, and recommenda tions by the B o ard ’ s staff and by the Reserve Banks, where appropriate. (i) General procedures for bank holding com pany and merger applications. In addition to pro cedures applicable under other provisions of this Part, the following procedures are applicable in connection with the Board’s consideration of appli cations under sections 3 and 4 of the Bank Holding Company Act of 1956 (12 U .S .C . § 1842 and § 1843), hereafter referred to as “ section 3 appli cations’ ’ or “ section 4 applications’ ’ , and of appli cations under section 18(c) of the Federal Deposit Insurance Act (12 U .S.C. § 1823), hereafter called “ merger applications.’ ’ Except as otherwise indica ted, the following procedures apply to all such appli cations. (1) The Board issues each week a list that identifies section 3 and section 4 and merger appli cations received and acted upon during the preced ing week by the Board or the Reserve Banks pursu ant to delegated authority. Notice of receipt of all section 3 applications and of section 4(c)(8) appli cations acted on by the Board is published in the Federal Register. (2) If a hearing is required by law or if the Board determines that a formal hearing for the pur pose of taking evidence is desirable, the Board is- § 262.3 RULES OF PROCEDURE sues an order for such a hearing, and notice thereof is published in the Federal Register. Any such for mal hearing is conducted by an administrative law judge in accordance with the B oard ’ s Rules of Practice for Hearings (Part 263 of this chapter) ex cept that, unless otherwise ordered by the Board, such a hearing is public. (3) In any case in which a formal hearing is not ordered by the Board, the Board may afford the applicant and other properly interested persons (in cluding Governmental agencies) an opportunity to present views orally before the Board or its desig nated representative. Unless otherwise ordered by the Board, any such oral presentation is public and notice of such public proceeding is published in the mated before the thirtieth calendar day following the date of such Order, except as the Board may otherwise determine pursuant to emergency situa tions as to which the Act permits consummation at earlier dates, (iii) Each Order or each letter of noti fication approving an application also includes, as a condition of approval, a requirement that the tran saction approved shall be consummated within three months and, in the case of acquisition by a holding company of stock of a newly organized bank, a requirement that such bank shall be opened for business within six months, but such periods may be extended for good cause by the Board (or by the appropriate Federal Reserve Bank where au thority to grant such extensions is delegated to the Reserve Bank). (2) For special rules governing procedures for section 4(c)(8) applications, refer to § 225.4(a)-(c) of this chapter. (3) For special rules governing procedures for section 4(c)(9) applications, refer to § 225.4(g) of this chapter. (4) For special rules governing procedures for section 4(c)(12) applications, refer to § 225.4(d) of this chapter. Federal Register. (4) Each action taken by the Board on an ap plication is embodied in an Order that indicates the votes of members of the Board. The Order either contains reasons for the Board’s action (i.e., an Ex panded Order) or is accompanied by a Statement of the reasons for the Board’s action. Both the Order and any accompanying Statement are released to the press. Each Order accompanied by a Statement and any Order of general interest, together with a (k) Reconsideration of certain Board actions. list of other Orders, are published in the Federal The Board may reconsider any action taken by it Reserve B u l l e t i n . Action by a Reserve Bank un on an application upon receipt by the Secretary of der delegated authority as provided for under Part the Board of a written request for reconsideration 265 of this chapter is reflected in a letter of notifi from any party to such application, on or before the cation to the applicant. fifteenth day after the effective date of the Board’s (5) Unless the Board shall otherwise direct, action. Such request should specify the reasons each section 3 and section 4 and merger application why the Board should reconsider its action, and is made available for inspection by the public ex present relevant facts that, for good cause shown, cept for portions thereof as to which the Board de were not previously presented to the Board. Within termines that nondisclosure is warranted under sec ten days of receipt of such a request, the General tion 552(d) of Title 5 of the United States Code. (j) Special procedures for certain applications. Counsel, acting pursuant to delegated authority (12 C .F.R . 265.2 (b) (7)), shall determine whether or The following types of applications require proce not the request for reconsideration should be dures exclusive of, or in addition to, those described granted, and shall notify all parties to the applica in paragraphs (i)( 1)—(5) of this section. (1) Special rules pertaining to section 3 andtion orally by telephone of this determination within ten days. Such notification will be con merger applications follows: (i) Each Order of the firmed promptly in writing. In the exercise of this Board and each letter of notification by a Reserve authority, the General Counsel shall confer with the Bank acting pursuant to delegated authority approv Directors of other interested Divisions of the Board ing a section 3 application includes, pursuant to the or their designees. Notwithstanding the foregoing, Act approved July 1, 1966 (12 U.S.C. § 1849(b)), the Board may, on its own motion if it deems re a requirement that the transaction approval shall not consideration appropriate, elect to reconsider its ac be consummated before the thirtieth calendar day tion with respect to any application, and the parties following the date of such Order, (ii) Each Order to such application shall be notified by the Secre of the Board approving a merger application in tary of the Board of its election as provided above. cludes, pursuant to the Act approved February 21, If it is determined that the Board should reconsider 1966 (12 U .S .C . § 1828(c)( 1)(6)), a requirement its action with respect to an application, such action that the transaction approved shall not be consum 12 RULES OF PROCEDURE §§ 262.3-262.6 which a formal hearing is required by law or is or dered by the Board, the procedure is set forth in Part 263 of this chapter, entitled “ Rules of Practice for Hearings.” will be stayed and will not be final until the Board has acted on the application upon reconsideration. If appropriate, notice of reconsideration of an appli cation will be published promptly in the Federal Register. (1) Waiver. The Board, or the officer or Re SECTION 262.5— APPEARANCE AND serve Bank authorized to approve an application, PRACTICE may waive or modify any procedural requirements for that application prescribed or cited in this section Appearance and practice before the Board in all and may excuse any failure to comply with them matters are governed by § 263.3 of this chapter. upon a finding that immediate action on the applica tion is necessary to prevent the probable failure of a SECTION 262.6— FORMS bank or company or that an emergency exists requir ing expeditious action. Necessary forms to be used in connection with applications and other matters are available at the SECTION 262.4— ADJUDICATION WITH Federal Reserve Banks. A list of all such forms, FORM AL HEARING which is reviewed and revised periodically, may be obtained from any Federal Reserve Bank. In connection with adjudication with respect to 13
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