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EX-99 - Federal Home Loan Bank of Cincinnati | ex99-01232019_110116.htm |
8-K - Federal Home Loan Bank of Cincinnati | form8k-01232019_110106.htm |
BYLAWS
of the
FEDERAL HOME LOAN BANK OF CINCINNATI
(as amended through January 17
21,
2019
6)
ARTICLE I
Policy Statement
These
Bylaws shall be deemed adopted subject to and shall be construed
under the applicable provisions of the Federal Home Loan Bank Act
and the rules and regulations of the Federal Housing Finance Agency
(respectively, the "Act" and the "Regulations"), both as amended
currently and from time to time in the future.
ARTICLE II
Offices
Section 1. Principal Office:
The principal office of the Federal Home Loan Bank of Cincinnati
(the "Bank") shall be located in the City of Cincinnati, County of
Hamilton, State of Ohio, or at such other place as may be
designated by the Federal Housing Finance Agency (the "Finance
Agency") or any successor thereto.
Section 2. Other Offices: In
addition to its principal office, the Bank may maintain offices in
Ohio, Kentucky and Tennessee (the "District") or at any other
place, or places, designated by the Bank's Board of Directors (the
"Board of Directors" or “Board”).
ARTICLE III
Meetings of Member-Stockholders
Section 1. Annual Meeting: An
annual meeting of the stockholders who are members of the Bank
(“member-stockholders”) may be held, if called by the
Board of Directors, at such time and place as the Board may
designate from time to time. Not less than ten (10) days' written
notice of each such meeting shall be given by mail to all
member-stockholders. At the meeting, the officers of the Bank shall
make a report on the financial condition of the Bank and shall
outline its program for members for the succeeding year; the Board
of Directors or any officer thereof may submit such other matters
for report or discussion as they may deem to be appropriate; and
the member-stockholders may discuss the affairs of the Bank and the
situation in the District in reference to home financing and other
services available from the Bank and make such other
recommendations as they deem appropriate to the Board of
Directors.
Section 2. Special Meetings:
Special meetings of the member-stockholders of the Bank shall be
called by the Board of Directors or upon the written request of the
Chair or Vice-Chair of the Board of Directors, or of the President
of the Bank, or by the member-stockholders entitled to cast
one-fourth of the votes at any such meeting. A special meeting
shall be held not less than fifteen (15) days, nor more than sixty
(60) days, after such request. Should the Board of Directors fail
to act for a period of thirty (30) days after the request for such
a meeting, the Secretary of the Bank shall mail to each
member-stockholder at its last known address as shown on the books
of the Bank a notice of such meeting. The notice shall be sent at
least ten (10) days before the meeting and shall contain a
statement of the purpose or purposes and of the time and place of
the meeting.
-1-
Section 3. Quorum-Voting: The
member-stockholders present at any meeting of member-stockholders
shall constitute a quorum for the transaction of business. Each
member-stockholder shall be entitled to cast one vote for the
transaction of any business coming before the meeting.
Section 4. Informational
Meetings: The Directors may elect to schedule special
informational meetings of member-stockholders at various times and
locations within the District.
ARTICLE IV
Directors
Section 1. Number, Election,
Qualifications and Duties: The Board of Directors shall
consist of thirteen (13) members (“Directors” and each
a “Director”), or such other number of Directors as the
Finance Agency may determine from time to time. A majority of the
Directors shall be member Directors and the remaining Directors
shall be independent Directors (as each such term is defined in the
Act). In no event shall the independent Directors comprise less
than two-fifths of all of the Directors. Each member-stockholder
shall be entitled to vote with respect to those member Directors
designated by the Finance Agency to represent the state in which
such member-stockholder is organized and/or located, and each
member Director shall be elected by a plurality of such votes.
Independent Directors shall be elected by a plurality of the votes
of the member-stockholders at large. All Directors shall be
citizens of the United States. In addition, each independent
Director shall be a bona fide resident of the District and each
member Director shall be an officer or director of a
member-stockholder located in the District that meets all minimum
capital requirements established by its appropriate Federal banking
agency or state regulator. At least two (2) of the independent
Directors shall be public interest Directors, each of whom has more
than four years of experience representing consumer or community
interests in banking services, credit needs, housing, or financial
consumer protections. Each independent Director, other than a
public interest Director, shall demonstrate that he or she has
experience in, or knowledge of, one or more of the following areas:
auditing and accounting; derivatives; financial management;
organizational management; project development; risk management
practices; and the law. Compensated employees, counsel to and
agents of the Bank shall be ineligible for election to the Board of
Directors. Further, no independent Director may, during such
Director's term of office, serve as an officer of any Federal Home
Loan Bank (including the Bank) or as a director, officer, or
employee of any member of the Bank or any entity that receives
advances from the Bank.
-2-
The
term of each Director shall be four (4) years. The Board of
Directors and the Finance Agency shall adjust the terms of the
Directors to ensure that approximately one-fourth of the terms
expire each year. A Director shall be eligible for reelection to
the extent provided in the Act and the Regulations. The
administration of the election of Directors by the
member-stockholders, including determining eligibility, shall be
the responsibility of the Board but may be delegated, as
appropriate, to the staff of the Bank. The Bank shall notify each
member of the commencement of an election cycle and shall receive
and process nominations for member Directors and names submitted
for consideration as independent Directors in accordance with the
Act and the Regulations, as they may be amended from time to time.
In addition to setting forth the eligibility requirements for, and
the experience or knowledge qualifications applicable to, each
directorship, the notice may include information on any particular
skills, areas of expertise or other attributes deemed desirable,
based on the Board’s skill assessment, in those persons whose
names are submitted for consideration as independent Directors. The
Governance Committee of the Board of Directors, or any successor to
such committee (hereafter, the “Governance Committee”),
shall review the eligible independent Director application forms
received to ascertain that each person is qualified and also shall
evaluate each such candidate for nomination, taking into
consideration (along with all other factors it deems appropriate)
any particular skills, areas of expertise or attributes it has
specified as desirable in the notice of election. Prior to
recommending any candidate for independent Director to the Board
for nomination, the Chair of the Governance Committee, or such
other Director as is designated by the Committee, shall consult
with the Bank’s Advisory Council regarding the candidate(s)
proposed to be recommended to the Board by the Committee.
Thereafter, the Governance Committee shall forward the name(s) of
its recommended candidate(s) to the Board for nomination, and the
Board shall discuss and select the nominee(s). Upon approval of
such nominees by the Finance Agency, the Board shall cause ballots
and other voting information to be distributed to all members,
notifying them of the person(s) nominated and of each
person’s qualifications to serve as an independent Director.
The Governance Committee shall adopt and periodically review such
other procedures as it deems necessary and appropriate for the
nomination and election of independent Directors.
The
Board of Directors shall have ultimate responsibility for the
management of the Bank. The Board and its individual Directors
shall have the powers, duties, obligations and responsibilities set
forth in the Act, the Regulations and the policies of the Finance
Agency, as well as those powers, duties and responsibilities
provided for or required by other applicable laws and
regulations.
Section 2. Vacancies: If at any
time a Director shall cease to have any qualification set forth in
Article IV, Section 1 or otherwise required by the Act or the
Regulations, such person shall immediately cease to be a Director.
In that event, or in the event of any other vacancy in any Bank
directorship, the vacancy shall be filled by an affirmative vote of
a majority of the remaining Directors, regardless of whether such
remaining Directors constitute a quorum. A Director elected to fill
a vacancy shall be elected for the unexpired term of his or her
predecessor in office.
Section 3. Regular Meetings:
Regular meetings of the Board of Directors may be held at such time
and place as shall be determined by the Board from time to time;
provided, however, that the number of meetings shall meet the
requirements of the Act or the Regulations. A regularly scheduled
meeting may be held without notice thereof, or the Board of
Directors may direct the Secretary of the Bank to give three (3)
days' prior notice of such a meeting to each Director.
-3-
Section 4. Special Meetings:
Special meetings of the Board of Directors may be called by its
Chair or Vice-Chair or by the President of the Bank on at least
five (5) days' written notice or three (3) days' facsimile or
e-mail notice to each Director, and shall be called with like
notice by the Secretary of the Bank upon the written request of
three (3) Directors stating the reasons therefor. The notice of a
special meeting shall stipulate the time and place of the meeting
and shall contain a statement of the purpose or purposes of the
meeting. A special meeting may be held at any time and place within
the United States without previous notice if all of the Directors
are actually present or if a quorum is present and notice is waived
by each absent Director.
Section 5. Quorum;Voting: At
any regular or special meeting of the Board of Directors, a
majority of the then-current Directors shall constitute a quorum
for the transaction of business, but a smaller number may adjourn
the meeting from time to time until a quorum is
present.
Section 6. Officers of the
Board: The officers of the Board of Directors shall be a
Chair, a Vice Chair and a Secretary, each of whom shall be elected
for a term of two (2) years by a majority vote of all the members
of the Board from among the Directors. In the absence of an elected
Secretary of the Board, the President of the Bank shall serve in
that capacity. The Board officers shall have such duties as are
usually incident to their respective offices and such additional
duties as may be assigned to them by the Board of Directors. If
during the course of a Board officer's term, three-fourths (75%) of
the total membership of the Board of Directors, acting at a duly
noticed meeting, determines that a Board officer has not carried
out his or her duties or is unable to carry out such duties for the
remainder of his or her term or any portion thereof or has become
ineligible to serve as a Board officer, or for other good cause,
then the Board of Directors (by such three-fourths majority vote)
shall remove such officer from his or her office and fill the
vacancy in accordance with the Act and the Regulations. The Board
also may elect an Acting Chair who may serve as Chair at the will
of the Board for any period during which both the Chair and the
Vice Chair are not able or available, for any reason, to carry out
the requirements of those positions hereunder.
Section 7. Order of Business:
At meetings of the Board of Directors, business shall be transacted
in such order as, from time to time, the Directors may determine.
At all meetings of the Board of Directors, the Chair, or in the
Chair's absence the Vice Chair, or in the absence of both these
officers, the Acting Chair, or if none, a Chair pro tempore
selected by the Directors present at the meeting, shall
preside.
Section 8. Telephone Meetings:
The Board of Directors and any committee of the Board may conduct
meetings and take actions at which some or all members participate
by conference telephone or other electronic means (such as video
conferencing) so long as all members participating can hear and be
heard by all other participants.
Section 9. Compensation. A
compensation and expense payment policy for Directors shall be
established and annually updated by the Board of Directors as
provided or permitted by the Act or the Regulations.
Section 10. Action of
the Board Without Meeting: Any action that may be authorized or taken
at a meeting of the Board may be authorized without a meeting by a
unanimous written consent of the Directors pursuant to Ohio
law.
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ARTICLE V
Committees
Section 1. General: The Board
of Directors shall establish such committees of Directors as are
required by the Act or the Regulations, and it may establish such
other Board committees as it deems necessary or appropriate from
time to time. Each committee shall have the duties,
responsibilities and authorities assigned to it by the Board and,
if applicable, specified in the Act or the Regulations, and each
shall report to the Board periodically. Except to the extent
otherwise required by the Act or the Regulations, the Board shall
set the number of members and composition of each committee from
time to time, which may include one or more temporary members
appointed by the Board or the Chair or Vice-Chair of the Board,
also from time to time, to facilitate a quorum at meetings of the
committee.
Section 2. Audit Committee: The
Board of Directors shall appoint an audit committee consisting of
at least five (5) Directors, each meeting the criteria for
independence and expertise specified in the Regulations. The audit
committee shall have the duties, responsibilities and governance
structure specified in the Regulations.
Section 3. Executive Committee:
The Board of Directors may, but need not, appoint an executive
committee consisting of at least five (5) Directors. Except to the
extent specifically retained by the Board or limited by the Act or
the Regulations, the executive committee shall possess and may
exercise all the powers of the Board of Directors in the management
and direction of the affairs of the Bank in the interval between
meetings of the Board. All actions by the executive committee shall
be reported to the Board of Directors at the next meeting of the
Board and shall be subject to revision and alteration by the Board
of Directors; provided that no rights of third parties shall be
affected adversely by any such revision or alteration.
Section 4. Quorum; Meetings of
Committees: Unless otherwise provided in the Act or
Regulations, (a) a majority of the members of any committee shall
be necessary to constitute a quorum and (b) each committee shall
meet as provided by its own duly-adopted rules of procedure or by
resolution of the Board of Directors. A committee also shall meet
at the call of the Chair or Vice-Chair or Acting Chair of the Board
or of the President of the Bank or, if by reason of a national
emergency all of the Chair, Vice Chair, Acting Chair and President
of the Bank are unavailable for duty, at the call of any other
member of the Board of Directors regardless of whether he/she is a
member of the committee. Any action
that may be authorized or taken at a meeting of any committee may
be authorized without a meeting by a unanimous written consent of
the members of the committee pursuant to Ohio
law.
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ARTICLE VI
Officers and Employees
Section 1. Officers: The
officers of the Bank shall be a President, one or more Vice
Presidents, a Treasurer, a Secretary and any other officer as
required under the Act or the Regulations, all of whom shall be
elected by the Board of Directors. One person may hold any two
offices. All officers shall hold office for one (1) year and until
their respective successors are elected. The Board of Directors may
appoint such other officers as it deems necessary who shall have
such authority and shall perform such duties as are prescribed by
the Board.
Each
officer of the Bank shall devote his or her entire time, skill and
energy to the business of the Bank unless specifically otherwise
directed by or expressly consented to by the Board of Directors.
The officers shall have such powers and duties as are usually
incident to their respective offices and as are assigned to them by
the Board of Directors. They shall be responsible for the operation
of the Bank, under the direction of the Board of Directors and its
committees and in conformity with the Act, the Regulations and the
policies of the Finance Agency. The appropriate officers shall make
regular reports to the Board on the operations of the Bank and to
the committees of the Board regarding matters under consideration
or to be considered by such committees. On any matter requiring
submission to or action by the Finance Agency, the officers of the
Bank shall immediately take all necessary steps to forward such
matter to the Finance Agency together with the recommendations of
the officers. The officers also shall promptly consider
applications for membership in the Bank, and shall submit any
applications together with their recommendations thereon to the
Board of Directors at its next meeting, unless the Board by
resolution has delegated the authority to approve membership
applications as provided in the Regulations. If this authority has
been so delegated, the delegated parties will act promptly and
report new membership activity to the Board of Directors at its
next meeting following any new approvals. When so designated by
resolution of the Board of Directors and subject to such directions
as may be stated therein, the President or any other officer who is
not a Director may act as an ex-officio, non-voting member of any
standing committee of the Board of Directors other than (a) any
executive committee or other committee exercising powers of the
Board of Directors in the management and direction of the affairs
of the Bank or (b) any committee constituted solely as specified in
the Act or the Regulations.
Section 2. Employees, Consultants and
Legal Counsel: Consistent with the Bank's available
operating budget, the Bank may employ such employees, auditors,
legal counsel, consultants and other experts as it deems
appropriate, who shall have such duties as are assigned to them by
the Board of Directors and the officers of the Bank. The Bank, its
officers, the Board of Directors, and any committee may rely in
good faith on the opinions of independent legal counsel to the
Bank.
Section 3. Compensation: The
annual compensation of the officers and employees of the Bank shall
be established by the Board of Directors but in accordance with and
subject to any relevant requirements of the
Regulations.
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ARTICLE VII
Capital Stock
Section 1. Capital Plan: All
matters relating to the capital stock of the Bank shall be governed
by the Bank’s Capital Plan as in effect from time to time and
by the related requirements of the Act and the
Regulations.
ARTICLE VIII
General Provisions
Section 1. Minutes: Minutes of
any meeting of the member-stockholders of the Bank, of the Board of
Directors and of any committee of the Board shall be signed by at
least one of the following: the meeting's chair, vice chair, acting
chair or other presiding officer or secretary. A certified copy of
the minutes of any annual or special meeting of member-stockholders
and any meeting of the Board shall immediately be transmitted to
the Finance Agency. The original copies of all minutes shall be
preserved by the Bank in minute books and shall be available to any
member of the Finance Agency or to the examiners or other official
representatives of the Finance Agency.
Section 2. Designation of
Depositories: The Board of Directors shall designate the
financial institutions in which shall be deposited the monies or
securities of the Bank, or those held in safekeeping for members,
except as otherwise provided by the Act and the
Regulations.
Section 3. Insurance: The Bank
shall comply with all provisions of law regarding the maintenance
of liability, comprehensive and other insurance relating to its
operations and properties, and shall maintain such additional forms
and amounts of insurance covering its operations and properties and
its directors, officers, employees and agents as the Board of
Directors considers necessary for its protection.
Section 4. Indemnification and
Advancement of Expenses; Purchase of Insurance: The Bank
shall indemnify any Director or officer, and may by action of the
Board of Directors determine to indemnify any employee or agent,
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Bank) by reason of the
fact that he/she is or was a Director, officer, employee or agent
of the Bank or is or was serving at the request of the Bank as a
director, officer, employee or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, governmental or quasi-governmental instrumentality
or agency or other enterprise (specifically including employee
benefit plans), against all loss, liability, expenses (specifically
including reasonable attorneys' fees), judgments, fines
(specifically including any excise taxes assessed on a person with
respect to an employee benefit plan) and amounts paid in settlement
actually and reasonably incurred by the person in connection with
such action, suit or proceeding if he/she acted in good faith and
in a manner reasonably believed to be in or not opposed to the best
interests of the Bank and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his/her conduct
was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he/she reasonably believed to be in or not opposed to
the best interests of the Bank and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her
conduct was unlawful.
-7-
(b) The
Bank shall, to the extent not prohibited by applicable law,
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit
by or in the right of the Bank to procure a judgment in its favor
by reason of the fact that he/she is or was a Director or officer
of the Bank or is or was serving at the request of the Bank as a
director, officer, employee or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, governmental or quasi-governmental instrumentality
or agency or other enterprise (specifically including employee
benefit plans), against all loss, liability and expense
(specifically including reasonable attorneys' fees) actually and
reasonably incurred by him/her in connection with the defense or
settlement of such action or suit if he/she acted in good faith and
in a manner he/she reasonably believed to be in or not opposed to
the best interests of the Bank.
(c) To
the extent that a Director or officer of the Bank has been
successful on the merits or otherwise in connection with any
action, suit or proceeding referred to in Paragraphs (a) and (b) of
this Section 4 or in connection with any claim, issue or matter
therein, he/she shall, notwithstanding anything to the contrary in
this Section 4, be indemnified against expenses (specifically
including reasonable attorneys' fees) actually and reasonably
incurred by him/her in connection therewith.
(d) Any
indemnification under Paragraphs (a) and (b) of this Section 4
shall be made by the Bank upon a determination that indemnification
of the Director or officer is proper in the circumstances because
he/she has met the applicable standard of conduct set forth in said
Paragraphs (a) and (b). Such determination shall be made: (1) by
the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceeding;
or (2) if such quorum is not obtainable or, even if obtainable, if
a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion; or (3) by the
member-stockholders. Indemnification under Paragraphs (a) and (b)
of this Section 4 may also be made by the court of common pleas or
the court in which the subject action, suit, or proceeding was
brought.
(e) To
the extent not prohibited by applicable law or regulation, expenses incurred by a
Director or officer of the Bank in defending an action, suit or
proceeding, whether civil, criminal, administrative or
investigative, shall be paid by the Bank in advance of the final
disposition of such action, suit or proceeding upon receipt of
undertakings by or on behalf of such Director or officer: (1) to
repay such amount if it shall be proved by clear and convincing
evidence in a court of competent jurisdiction that his/her action
or failure to act involved an act or omission undertaken with
deliberate intent to cause injury to the Bank or undertaken with
reckless disregard for the best interests of the Bank, and (2) to
cooperate reasonably with the Bank concerning the action, suit or
proceeding. Such expenses incurred by other employees and agents of
the Bank may be so paid upon such terms and conditions, if any, as
the Board of Directors deems appropriate.
-8-
(f) The
indemnification and advancement of expenses provided by or granted
pursuant to this Section 4 shall not be deemed exclusive of any
other rights to which a Director, officer, employee or agent of the
Bank seeking indemnification or advancement of expenses may be
entitled under any agreement, vote of member-stockholders or of
disinterested Directors or otherwise, both as to action in his/her
official capacity and as to action in another capacity while
holding such office. Access or entitlement to the indemnification
and advancement of expenses provided by or granted pursuant to this
Section 4 shall not be deemed to be limited or reduced by the
availability of indemnification or advanced expenses from an entity
or enterprise for which the party seeking indemnification under
this Section 4 provided services at the request of the Bank. The
Bank may, by resolution adopted by its Board of Directors, provide
indemnification to employees and agents of the Bank with the same
scope and effect as the indemnification of Directors and officers
contained in this Section 4. The indemnification and advancement of
expenses provided by or granted pursuant to this Section 4 shall
vest at the time a person becomes a Director or officer of the
Bank, shall continue as to such a person who has ceased to be a
Director or officer of the Bank, shall not be adversely affected by
any amendment thereof as to events or actions occurring prior to
such amendment, shall represent contractual rights against the Bank
enforceable by such a person, and shall inure to the benefit of the
heirs, executors, administrators and estate of such a
person.
(g) The
Bank shall have the power to purchase and to maintain insurance on
behalf of any person who is or was a Director, officer, employee or
agent of the Bank or is or was serving at the request of the Bank
as a director, officer, employee or agent of another corporation,
domestic or foreign, nonprofit or for profit, partnership, joint
venture, trust, governmental or quasi-governmental instrumentality
or agency or other enterprise (specifically including employee
benefit plans) against any liability asserted against him/her and
incurred by him/her in such capacity, or arising out of his/her
status as such, whether or not the Bank would have the power to
indemnify him/her against such liability under the provisions of
this Section 4.
(h) For
purposes of this Section 4: (1) a person who acted in good faith
and in a manner he/she reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan
shall conclusively be deemed to have acted in a manner "not opposed
to the best interests of the Bank"; (2) a person shall not be
deemed to have had "reasonable cause to believe that his/her
conduct was unlawful" unless that person shall, with respect to the
conduct in question, have acted in knowing, willful or reckless
violation of the law; and (3) references to "the Bank" shall
include, in addition to the resulting corporation, any constituent
of a corporation (including any constituent of a constituent)
absorbed in a consolidation or merger, which, if its separate
existence had continued, would have had power and authority to
indemnify its directors and officers.
-9-
(i) The
provisions of this Section 4 are intended to confer indemnification
upon persons covered thereby to the fullest extent permitted by
applicable laws and regulations. The
Bank shall not make any indemnification payments to any person if
such payment is prohibited by regulation or an order issued by the
Finance Agency in accordance with 12 U.S.C. 4518(e) with regard to
any administrative proceeding or civil action instituted by the
Finance Agency. The provisions of this Section 4 are
intended to be severable. If any provision of Section 4 is found by
a regulatory agency, court or other tribunal of competent
jurisdiction to be unenforceable or invalid due to conflict with
public or regulatory policy or otherwise, the remaining provisions
shall remain in full force and effect notwithstanding such finding
and, to the extent possible, the provision in conflict shall be
deemed modified, consistent with the intent hereof, to the extent
necessary to resolve such conflict.
Section 5. Signing of Papers:
All checks, contracts, deeds, bonds, assignments, releases or other
documents of the Bank shall be signed in the name of the Bank by
two Bank officers authorized by the Board of Directors to sign such
documents.
Section 6. Operations: The Bank
shall operate and do business within the provisions of the Act, the
Regulations, its certificate of organization, its Capital Plan and
these Bylaws.
Section 7. Fiscal Year: The
fiscal year of the Bank shall begin on the first day of
January.
Section 8. Amendments: The
Bylaws of the Bank may be amended by the affirmative vote of a
majority of the Board of Directors at any regular or special
meeting of the Board if each Director has been given notice of the
proposed amendment and of the form of such amendment at least ten
(10) days preceding any meeting called for such purpose and so long
as the amendment is consistent with applicable statutes, the Act,
the Regulations and Finance Agency policies. The Bylaws may be
amended by the affirmative vote of a majority of the Board of
Directors at any regular meeting without such written notice being
given if the form of the proposed amendment has been submitted to
the previous regular meeting of the Board of Directors and has been
incorporated in the minutes of said meeting.
Section 9. Governing
Law:
(a) The
corporate governance practices and procedures of the Bank, and
practices and procedures relating to indemnification (including
advancement of expenses), shall comply with and be subject to the
applicable authorizing statutes and other Federal law, rules, and
Regulations, and shall be consistent with the safe and sound
operations of the Bank.
(b) To
the extent not inconsistent with paragraph (a) of this Section 9,
the Bank shall follow the corporate governance and indemnification
practices and procedures set forth in, and shall be governed by,
and construed and enforced in accordance with, the laws of the
State of Ohio, without regard to conflict of laws
rules.
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