Code of Federal Regulations (Last Updated: November 8, 2024) |
Title 12 - Banks and Banking |
Chapter IX - Federal Housing Finance Board |
SubChapter C - GOVERNANCE AND MANAGEMENT OF THE FEDERAL HOME LOAN BANKS |
Part 915 - BANK DIRECTOR ELIGIBILITY, APPOINTMENT AND ELECTIONS |
§ 915.5 - Determination of member votes.
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(a)
In general. Each Bank shall determine, in accordance with this section, the number of votes that each memberof the Bank may cast for each directorship that is to be filled by the vote of the members that are located in a particular state. (b)
Number of votes. For each directorship that is to be filled in an election, each member that is located in the state to be represented by the directorship shall be entitled to cast one vote for each share of Bank stock that the member was required to hold as of the record date. Notwithstanding the preceding sentence, the number of votes that any member may cast for any one directorship shall not exceed the average number of shares of Bank stock that were required to be held by all members located in that state as of the record date. If a Bank has issued more than one class of stock, it shall calculate the average number of shares separately for each class of stock and shall apply those limits separately in determining the maximum number of votes that any member owning that class of stock may cast in the election. If a Bank's capital plan was not in effect as of the record date, the number of shares of Bank stock that a member was required to hold as of the record date shall be determined in accordance with § 925.20 and § 925.22. If a Bank's capital plan was in effect as of the record date, the number of shares of Bank stock that a member was required to hold as of the record date shall be determined in accordance with the minimum investment established by the Bank's capital plan, provided, however, that for any members whose Bank stock is less than the minimum investment during a transition period, the amount of Bank stock to be used shall be the number of shares of Bank stock actually owned by those members as of the record date.(c)
Voting preferences. If the board of directors of a Bank includes any voting preferences as part of its approved capital plan, those preferences shall supercede the provisions of paragraph (b) of this section that otherwise would allow a member to cast one vote for each share of Bank stock it was required to hold as of the record date. If a Bank establishes a voting preference for a class of stock, the members with voting rights shall remain subject to the provisions of section 7(b) of the Act (12 U.S.C. 1427(b)) that prohibit any member from casting any vote in excess of the average number of shares of stock required to be held by all members in its state.