No director of class B shall be an officer, director, or employee of any bank.
No director of class C shall be an officer, director, employee, or stockholder of any bank.
Directors of class A and class B shall be chosen in the following manner:
The chairman of the board of directors of the Fed. Res. bank of the Dist. in which the bank is situated or, pending the appointment of such chairman, the organization committee shall classify the member banks of the Dist. into 3 general groups or Divs. Each group shall contain as nearly as may be 1/3 of the aggregate number of the member banks of the Dist. and shall consist, as nearly as may be, of banks of similar capitalization. The groups shall be designated by number by the chairman.
At a regularly called meeting of the board of directors of each member bank in the Dist. it shall elect by ballot a Dist. reserve elector and shall certify his name to the chairman of the board of directors of the Fed. Res. bank of the Dist. The chairman shall make lists of the Dist. Res. electors thus named by banks in each of the aforesaid 3 groups and shall transmit one list to each elector, in each group.
Each member bank shall be permitted to nominate to the chairman one candidate for director of class A and one candidate for director of class B. The candidates so nominated shall be listed by the chairman, indicating by whom nominated, and a copy of said list shall, within 15 days after its completion, be furnished by the chairman to each elector.
Every elector shall, within 15 days after the receipt of the said list, certify to the chairman his 1st, 2d, and other choices of a director of class A and class B, respectively, upon a preferential ballot, on a form furnished by the chairman of the board of directors of the Fed. Res. bank of the Dist. Each elector shall make a cross opposite the name of the 1st, 2d, and other choices for a director of class A and for a director of class B, but shall not vote more than one choice for any one candidate.
Any candidate having a majority of all votes cast in the column of first choice shall be declared elected. If no candidate have a majority of all the votes in the 1st column, then there shall be added together the votes cast by the electors for such candidates in the 2d column and the votes cast for the several candidates in the 1st column. If any candidate then have a majority of the electors voting, by adding together the 1st and 2d choices, he shall be declared elected. If no candidate have a majority of electors voting when the 1st and 2d choices shall have been added, then the votes cast in the 3d column for other choices shall be added together in like manner, and the candidate then having the highest number of votes shall be declared elected. An immediate report of election shall be declared.
Class C directors shall be appointed by the Fed. Res. Board. They shall have been for at least 2 years residents of the Dist. for which they are appointed, one of whom shall be designated by said board as chairman of the board of directors of the Fed. Res. bank and as "Federal reserve agent." He shall be a person of tested banking experience; and in addition to his duties as chairman of the board of directors of the Fed. Res. bank he shall be required to maintain under regulations to be established by the Fed. Res. Board a local office of said board on the premises of the Fed. Res. bank. He shall make regular reports to the Fed. Res. Board, and shall act as its official representative for the performance of the functions conferred upon it by this Act. He shall receive an annual compensation to be fixed by the Fed. Res. Board and paid monthly by the Fed. Res. bank to which he is designated. One of the directors of class C shall be appointed by the Fed. Res. Board as deputy chairman to exercise the powers of the chairman of the board when necessary. In case of the absence of the chairman and deputy chairman, the third class C director shall preside at meetings of the board.
Subject to the approval of the Fed. Res. Board, the Fed. Res. agent shall appoint one or more assistants. Such assistants, who shall be persons of tested banking experience, shall assist the Fed. Res. agent in the performance of his duties and shall also have power to act in his name and stead during his absence or disability. The Fed. Res. Board shall require such bonds of the assistant Fed. Res. agents as it may deem necessary for the protection of the U. S. Assistants to the Fed. Res. agent shall receive an annual compensation, to be fixed and paid in the same manner as that of the Fed. Res. agent.
Directors Of Fed. Res. banks shall receive, in addition to any compensation otherwise provided, a reasonable allowance for necessary expenses in attending meetings of their respective boards, which amount shall be paid by the respective Fed. Res. banks. Any compensation that may be provided by boards of directors of Fed. Res. banks for directors, officers or employees shall be subject to the approval of the Fed. Res. Board.
The Reserve Bank Organization Committee may, in organizing Fed. Res. banks, call such meetings of bank directors in the several Dists. as may be necessary to carry out the purposes of this Act, and may exercise the functions herein conferred upon the chairman of the board of directors of each Fed. Res. bank pending the complete organization of such bank.
At the first meeting of the full board of directors of each Fed. Res. bank, it shall be the duty of the directors of classes A, B and C, respectively, to designate one of the members of each class whose term of office shall expire in one year from the 1st of Jan. nearest to date of such meeting, one whose term of office shall expire at the end of 2 years from said date, and one whose term of office shall expire at the end of 3 years from said date. Thereafter every director of a Fed. Res. bank chosen as hereinbefore provided shall hold office for a term of 3 years. Vacancies that may occur in the several classes of directors of Fed. Res. banks may be filled in the manner provided for the original selection of such directors, such appointees to hold office for the unexpired terms of their predecessors.